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PINCON LIFESTYLE LIMITED

(Formerly MODI UDYOG LIMITED)

35th

Annual Report 2016-17 1

CORPORATE INFORMATION AS ON 31ST MARCH, 2017

CIN : L51226WB1982PLC035312

BOARD OF DIRECTORS

Mr. Monoranjan Roy Whole Time Director DIN – 02275811

Mr. Subrata Basu Executive Director DIN – 06758717

Mr. Partho Basu Executive Director & CFO DIN – 07493399

Mr. Sumit Soni Director – Independent DIN – 07509280

Ms. Richa Shukla Director – Independent DIN – 07506239

Mr. Sajal Das Director – Independent DIN – 07208684

Mr. Niraj Kumar Company Secretary

BOARD COMMITTEES

AUDIT COMMITTEE STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Sumit Soni – Chairman Mr. Sumit Soni – Chairman

Ms. Richa Shukla Ms. Richa Shukla

Mr. Subrata Basu Mr. Subrata Basu

SHARE TRANSFER / TRANSMISSION COMMITTEE RISK MANAGEMENT COMMITTEE

Mr. Sumit Soni – Chairman Mr. Sumit Soni – Chairman

Ms. Richa Shukla Ms. Richa Shukla

Mr. Subrata Basu Mr. Subrata Basu

NOMINATION & REMUNERATION COMMITTEE

Mr. Sumit Soni – Chairman

Ms. Richa Shukla

Mr. Sajal Das

REGISTERED OFFICE

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

Contact No.: 033 – 2231-9135, 2262-4943, Fax No. 033 – 4001-4642

CORPORATE OFFICE

Samskruti Chambers, No. 103, 3rd Floor, K.H.Road, Shanthi Nagar, Bangalore- 560027

E-Mail ID: [email protected]

Website: www.pinconlifestyle.com

AUDITORS

M/s. S.K.SIRCAR & CO.

CHARTERED ACCOUNTANTS (FRN NO. 308116E)

Flat – 1A, 198A, S.P. Mukherjee Road, Tollygunge, Kolkata – 700 026

SOLICITOR

AQUILAW

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

BANKERS

• State Bank of Mysore • Lakshmi Vilas Bank Limited • Punjab National Bank • Axis Bank

• State Bank of Hyderabad • Bank of India • State bank of Travancore

REGISTRAR AND SHARE TRANSFERAGENTS

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2nd Floor, Kolkata – 700 001

Contact No : 033-2243-5029/2248-2248

Fax No: 033-22484787

Email ID : [email protected]

Website : www.mdpl.com



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35th


DIRECTORS REPORT

FOR THE YEAR ENDED 31STMARCH, 2017

Dear Members, Your Directors are pleased to present the 35th Annual Report and the Company’s Audited Financial Statements for the Financial Year ended March 31, 2017.

(In. Rs)

Financial Results 2016-17 2015-16

Revenue 3,213,221,998 863,276,021

Profit before Interest, Depreciation, Tax 98,875,846 21,403,970

Depreciation 292,844 7,971

Interest 8,650,782 -

Profit after Interest & Depreciation 89,932,220 21,411,941

Provision for Taxation(I. Tax & Deferred Tax) 30,589,868 6,616,410

Profit after Tax 59,342,352 14,795,531

Share Capital 302,400,000 302,400,000

Reserve & Surplus 71,327,754 11,985,402

EPS – Basic & Diluted (Rupees) 1.96 0.49

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of its business model. PERFORMANCE OF THE COMPANY

During the year under review, your Company has achieved sales of Rs. 321.32 Cr.representing a Quantum growth of 372.24% over the previous year of Rs. 86.33 Cr. Net Profit from operations at Rs. 5.93 Cr.registered a robust growth of 494.16% over the previous year of Rs. 1.20 Cr. SHARE CAPITAL

During the year under review, there is no change in the capital structure of the Company. TRANSFER TO RESERVES

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

DIVIDEND

The Board do not recommends any dividend for the year ended March 31, 2017, due nominal profit in the period in concern. DIRECTORS

As per the provisions of the Companies Act, 2013, Mr. Subrata Basu (DIN – 06758717) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends the re-appointment of Mr. Subrata Basu as the Director of the Company and his brief profile is given in the Report on CorporateGovernance. In compliance with the Section 149 (7) of the Companies Act, 2013, all the Independent Directors of the Company have furnished to the Company the requisite declarations that they meet the independence criteria as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

STATUTORY AUDITORS AND REPORT

In the 34th AGM held on 01.08.2016, M/s. S.K.Sircar & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. The Report of the Statutory Auditors for the year ended31st March, 2017,forming part of the Annual Report does not containany qualification, reservation, observation,adverse remark or disclaimer and therefore do not call for any further comments. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The details about prospects/ outlook of your Company are provided under the Management Discussion and Analysis Report, forming part of this Annual Report as Annexure 1.

REPORT ON CORPORATE GOVERNANCE The report on Corporate Governance as stipulated under Regulation 34(3) read with point C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure 2.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, no Company became or ceased to be the Subsidiary, Associate and Joint Venture of the Company.

SECRETARIAL AUDITORS AND REPORT

Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment & Remuneration of Management Personnel) Rules 2014 inter-alia requires every listed company to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form MR- 3.



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The Board of Directors appointed M/s. ArpanSengupta& Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2016-17 and their report is annexed to this Board Report as Annexure – 3. The Secretarial Audit Report does not contain any qualification, reservation, observation, adverse remark or disclaimer and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided as Annexure – 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars prescribed under section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure – 5. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The details of related party transactions referred to in Sub-section (1) of Section 188 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, is given in Form AOC – 2and the same is enclosed as Annexure

– 6, the same is mentioned in the notes of accounts as well. The Company’s policy,as required under Regulation 23(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, on materiality of related party transactions and on dealing with related party transactionsas adopted by the Board of Directors is available on the website of the Company viz. www.pinconlifestyle.com. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure –7and forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required by section 135 of the Companies Act 2013, the CSR provisions were not applicable to the Company for the Financial Year 2016-17. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015is not applicable to the Company since it was not among the Top 500 listed Companies by market capitalization as on March 31, 2017.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board met 12 times during the year under review, the details of which are given in the Report on Corporate Governance that forms part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations. BOARD COMMITTEES

The Company has set up the following committees of the Board. 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Share Transfer/Transmission Committee 5. Risk Management Committee

The composition of each of the above committees, and their respective roles and responsibilities are detailed in the Report on Corporate Governance. NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178(3) of the Companies Act, 2013 read with Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part D of the Schedule II of the Listing Regulations, the Board of Directors on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which is laid down in Report onCorporate Governance. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy which has been adopted by the Board of Directors. Currently, the Company's risk management approach comprises of the following:

• Regulatory Risk • Strategic Risk • Concentration Risk

The risks have been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees. A detailed note on the risks is included in the Corporate Governance. DEPOSITORY SYSTEM

The trading in the equity shares of your Company under compulsory dematerialization mode. As on 31.03.2017, equity shares representing 96.61% of the total equity share capital is in dematerialized form. As the depositary system offers numerous advantages, members are requested to take advantages of the same and avail of facility of dematerialization of the company’s shares.



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PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended fromtime to time.

WHISTLE BLOWER /VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other person to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company. The Policy allows the whistle-blowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a well-placed, proper, adequate and documented internal control system commensurate with the size and nature of its business. The primary objective of the internal control system is to ensure that all its assets are safeguarded and protected and to prevent any revenue leakage and losses to the Company. Such controls also enable reliable financial reporting. The report on Internal Control Systems and their adequacy is forming part of Management & Discussion Analysis Report. HUMAN RESOURCES

Your Company treats its “Human Resources” as one of its most important assets.Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up as per the requirements of Sec 4(1) of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy. There was no case reported during the year under review under the said policy. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as no dividend was declared and given by the Company in the past 10 years.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations. REPORTING OF FRAUDS BY AUDITORS

As per Section 134(ca) of the Companies Amendment Act, 2015, duly notified on 26th May 2015, no fraud (other than those which are reportable to the Central Government) was reported by Auditor’s under Sub-Section (12) of Section 143 of the Companies Act, 2013. BOARD EVALUATION CRITERIA

The SEBI vide its Circular No: SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5th, 2017 has issued a guidance note on Board Evaluation which inter-alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board. The Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees. The evaluation process considered the effectiveness of the Board and the Committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluations of the Directors were based on the time spent by each of the Board Members. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) & (5) of the Companies Act, 2013, the Directors would like to state that: 1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed; 2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that

were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the Annual Accounts on a going concern basis; 5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and were operating effectively; and 6. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system

were adequate and operating effectively.



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ANNEXURES FORMING PART OF THIS REPORT

ANNEXURE PARTICULARS

1. Management Discussion & Analysis Report 2. Report on CorporateGovernance 3. Secretarial Audit Report 4. Particulars of Employees 5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo 6. Related Party Transactions 7. Extract of Annual Return

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers. This Reportwill beincompletewithoutaspecific appreciation for theMembersof theCompanywhohaveshownimmense confidence and understanding in the Company’s well-being.

Place: Kolkata

Date: 08.08.2017

For and on behalf of the Board of Directors

Sd/-

Monoranjan Roy

Whole-Time Director (DIN: 02275811)



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ANNEXURE – 1

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The purpose of this discussion is to provide an understanding of financial statements and a composite summary of performance of our business. Management Discussion and Analysis (MDA) is structured as follows: GLOBAL ECONOMY

Global output growth is estimated at about 3 percent (at an annualized rate) for the third quarter of 2016—broadly unchanged relative to the first two quarters of the year. This stable average growth rate, however, masks divergent developments in different country groups. There has been a stronger-than-expected pickup in growth in advanced economies, due mostly to a reduced drag from inventories and some recovery in manufacturing output. In contrast, it is matched by an unexpected slowdown in some emerging market economies, mostly reflecting idiosyncratic factors. Forward-looking indicators such as purchasing managers’ indices have remained strong in the fourth quarter in most areas. Among advanced economies, activity rebounded strongly in the United States after a weak first half of 2016, and the economy is approaching full employment. Output remains below potential in a number of other advanced economies, notably in the euro area. Preliminary third-quarter growth figures were somewhat stronger than previously forecast in some economies, such as Spain and the United Kingdom, where domestic demand held up better than expected in the aftermath of the Brexit vote. Historical growth revisions indicate that Japan’s growth rate in 2016 and in preceding years was stronger than previously estimated. The picture for emerging market and developing economies (EMDEs) remains much more diverse. The growth rate in China was a bit stronger than expected, supported by continued policy stimulus. But activity was weaker than expected in some Latin American countries currently in recession, such as Argentina and Brazil, as well as in Turkey, which faced a sharp contraction in tourism revenues. Activity in Russia was slightly better than expected, in part reflecting firmer oil prices. Commodity prices and inflation. Oil prices have increased in recent weeks, reflecting an agreement among major producers to trim supply. With strong infrastructure and real estate investment in China as well as expectations of fiscal easing in the United States, prices for base metals have also strengthened. Headline inflation rates have recovered in advanced economies in recent months with the bottoming out of commodity prices, but core inflation rates have remained broadly unchanged and generally below inflation targets. Inflation ticked up in China as capacity cuts and higher commodity prices have pushed producer price inflation to positive territory after more than four years of deflation. In other EMDEs, inflation developments have been heterogeneous, reflecting differing exchange rate movements and idiosyncratic factors. Financial market developments.Long-term nominal and real interest rates have risen substantially since August (the reference period for the October 2016 WEO), particularly in the United Kingdom and in the United States since the November election. As of January 3, nominal yields on 10-year U.S. Treasury bonds have increased by close to one percentage point since August, and 60 basis points since the U.S. election. These changes have been mostly driven by an anticipated shift in the U.S. policy mix. Specifically, U.S. fiscal policy is projected to become more expansionary, with stronger future demand implying more inflationary pressure and a less gradual normalization of U.S. monetary policy. The increase in euro area long-term yields since August was more moderate—some 35 basis points in Germany but 70 basis points in Italy, reflecting elevated political and banking sector uncertainties. The U.S. Federal Reserve raised short-term interest rates in December, as expected, but in most other advanced economies the monetary policy stance has remained broadly unchanged. In emerging market economies, financial conditions were heterogeneous but generally tightened, with higher long-term interest rates on local-currency bonds, especially in emerging Europe and Latin America. Policy rate changes since August also reflected this heterogeneity—with rate hikes in Mexico and Turkey and cuts in Brazil, India, and Russia—as did changes in EMBI (Emerging Market Bond Index) spreads. Exchange rates and capital flows. The U.S. dollar has appreciated in real effective terms by over 6 percent since August. The currencies of advanced commodity exporters have also strengthened, reflecting the firming of commodity prices, whereas the euro and especially the Japanese yen have weakened. Several emerging market currencies depreciated substantially in recent months—most notably the Turkish lira and the Mexican peso—while the currencies of several commodity exporters—most notably Russia—appreciated. Preliminary data point to sharp nonresident portfolio outflows from emerging markets in the wake of the U.S. election, following a few months of solid inflows. Forecast

Global growth for 2016 is now estimated at 3.1 percent, in line with the October 2016 forecast. Economic activity in both advanced economies and EMDEs is forecast to accelerate in 2017–18, with global growth projected to be 3.4 percent and 3.6 percent, respectively, again unchanged from the October forecasts. Advanced economies are now projected to grow by 1.9 percent in 2017 and 2.0 percent in 2018, 0.1 and 0.2 percentage points more than in the October forecast, respectively. As noted, this forecast is particularly uncertain in light of potential changes in the policy stance of the United States under the incoming administration. The projection for the United States is the one with the highest likelihood among a wide range of possible scenarios. It assumes a fiscal stimulus that leads growth to rise to 2.3 percent in 2017 and 2.5 percent in 2018, a cumulative increase in GDP of ½ percentage point relative to the October forecast. Growth projections for 2017 have also been revised upward for Germany, Japan, Spain, and the United Kingdom, mostly on account of a stronger-than-expected performance during the latter part of 2016. These upward revisions more than offset the downward revisions to the outlook for Italy and Korea. The primary factor underlying the strengthening global outlook over 2017–18 is, however, the projected pickup in EMDEs’ growth. As discussed in the October WEO, this projection reflects to an important extent a gradual normalization of conditions in a number of large economies that are currently experiencing macroeconomic strains. EMDE growth is currently estimated at 4.1 percent in 2016, and is projected to reach 4.5 percent for 2017, around 0.1 percentage point weaker than the October forecast. A further pickup in growth to 4.8 percent is projected for 2018. • Notably, the growth forecast for 2017 was revised up for China (to 6.5 percent, 0.3 percentage point above the October forecast)

on expectations of continued policy support. However, continued reliance on policy stimulus measures, with rapid expansion of credit and slow progress in addressing corporate debt, especially in hardening the budget constraints of state-owned enterprises, raises the risk of a sharper slowdown or a disruptive adjustment. These risks can be exacerbated by capital outflow pressures, especially in a more unsettled external environment.



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• Nigeria’s forecasts were also revised up, primarily reflecting higher oil production due to security improvements. Growth forecasts for 2017 were instead revised down in a number of other regions: • In India, the growth forecast for the current (2016–17) and next fiscal year were trimmed by one percentage point and 0.4

percentage point, respectively, primarily due to the temporary negative consumption shock induced by cash shortages and payment disruptions associated with the recent currency note withdrawal and exchange initiative.

• Elsewhere in emerging Asia, growth was also revised down in Indonesia, reflecting weaker-than-projected private investment, and

in Thailand, in light of a slowdown in consumption and tourism. • In Latin America, the growth downgrade reflects to an important extent more muted expectations of short-term recovery in

Argentina and Brazil following weaker-than-expected growth outturns in the second half of 2016, tighter financial conditions and increased headwinds from U.S.-related uncertainty in Mexico, and continued deterioration in Venezuela.

• In the Middle East, growth in Saudi Arabia is expected to be weaker than previously forecast for 2017 as oil production is cut back

in line with the recent OPEC agreement, while civil strife continues to take a heavy toll on a number of other countries. (Source: International Monetary Fund)

FMCG INDUSTRY OVERVIEW

World consumption of fats and oils is driven mainly by Asia, which accounts for 48% of the world total. China is the top producer and India together make up 30% of the world total. During the year under review, the international economic situations coupled with steep fall in commodity prices have impacted domestic business sentiments considerably. The steep fall in commodity prices has caused increase in consumption of edible oil and imports and also intense competition and pressure on margins. European Union (EU) is the top producer of Mustard Oil followed by China and Canada in 2016. India is the fourth largest producer. China is the top producer of Groundnut oil followed by India and Burma in 2016. India’s Soybean production has increased in the last 10 years at CAGR of 5.70 percent. Ukraine is the largest producer of Sunflower oil followed by Russia and EU in 2016. India is the 9th largest producer. China, United States, Argentina and Brazil were the key producers of Soybean oil in 2016. India was the largest importer of soybean oil that constituted 14.56 percent of the global import in the year 2016.in India Domestic price of edible oil is higher than International prices. One area that we see global and local FMCG brands investing in is health and wellness. Health and wellness is a mega trend shaping consumer preferences and shopping habits and FMCG brands are listening. Leading global and Indian food and beverage brands have embraced this trend and are focused on creating new emerging brands in health and wellness. AGRICULTURE INDUSTRY WORLD OVERVIEW

In recent years the growth rates of world agricultural production and crop yields have slowed. This has raised fears that the world may not be able to grow enough food and other commodities to ensure that future populations are adequately fed. However, the slowdown has occurred not because of shortages of land or water but rather because demand for agricultural products has also slowed. This is mainly because world population growth rates have been declining since the late 1960s, and fairly high levels of food consumption per person are now being reached in many countries, beyond which further rises will be limited. But it is also the case that a stubbornly high share of the world’s population remains in absolute poverty and so lacks the necessary income to translate its needs into effective demand. As a result, the growth in world demand for agricultural products is expected to fall from an average

2.2 percent a year over the past 30 years to 1.5 percent a year for the next 30. In developing countries the slowdown will be more dramatic, from 3.7 percent to 2 percent, partly as a result of China having passed the phase of rapid growth in its demand for food. This study suggests that world agricultural production can grow in line with demand, provided that the necessary national and international policies to promote agriculture are put in place. Global shortages are unlikely, but serious problems already exist at national and local levels and may worsen unless focused efforts are made. (Source: FAO Corporate Document Repository)

OVERVIEW OF INDIAN ECONOMY

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2016-17, the Indian economy will continue to grow more than 7.50 per cent in 2017-18 According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7-7.50 per cent during FY 2016-17, despite the uncertainties in the global market& Demonization. The Economic Survey 2016-17 had forecasted that the Indian economy will growing by more than seven per cent for the third successive year 2017-18 and can start growing at eight per cent or more in next two years. (Source: India Brand Equity Foundation)

According to Department of Industrial Policy and Promotion (DIPP), the total FDI investments India received during April 2016-March 2017 rose 8 per cent year-on-year to US$ 60.08 billion, indicating that government's effort to improve ease of doing business and relaxation in FDI norms is yielding results – Source India Brand Equity Foundation The long-term growth prospective of the Indian economy is moderately positive due to its young population, corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. The Indian economy has the potential to become the world’s 3rd-largest economy by the next decade, and one of the largest economies by mid-century. And the outlook for short-term growth is also good as according to the IMF, the Indian economy is the “bright spot” in the global landscape. The World Bank projected that India will grow by a robust 7.5 per cent in 2017 and 7.75 per cent in the next two years. World Bank also predicted that India will be the fastest growing economy in the world in the next three years and would outpace China.



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TEXTILE INDUSTRY OVERVIEW IN INDIA

India is the second largest textile manufacturing infrastructure in the world over China. India is one of the few countries in the world which has production at each level of textile manufacturing viz. fiber manufacturing, spinning, weaving, Knitting, processing and garmenting. Indian Textiles Industry has an overwhelming presence in the economic life of the country. Apart from providing one of the basic necessities of life, the textile industry also plays a pivotal role through its contribution to industrial output, employment generation and export earnings of the country. It contributes about 14% to India’s industrial production and 13% to the country’s export earnings. The textile sector is one of the largest providers of employment along with agriculture. The Indian textiles industry represents a widely diverse spectrum of activities with the hand-spun and hand woven sector at one end, and the capital intensive sophisticated mill sector at the other. The decentralized power looms, hosiery and knitting sectors form the largest section of the Textiles Industry. The close linkage of the Industry to agriculture and the ancient culture, and traditions of the country make the Indian textiles sector unique in comparison to the textiles industry of other countries. This also provides the industry with the capacity to produce a variety of products suitable to the different market segments, both within and outside the country. This is to be realized through an efficacious service delivery mechanism which is based on the guiding principle of “minimum

government and maximum governance”. Central among the major new initiatives is the ‘Make in India’ program which is designed to facilitate investment, foster innovation, protect intellectual property, and build best-in-class manufacturing infrastructure. Recognizing that the country needs to focus on imparting skills to its young population in order to make the nation’s development happen at the desired pace, the policy focus is now on generating skill, scale and speed. These broad policy initiatives were actively followed up in the textile sector during 2016-17 and 2017-18. FMCG INDUSTRY IN INDIA

The Indian economy is showing signs of strength, backed by improvement in overall business sentiments. The pattern of consumption of edible oil is moving towards packed and/or branded form due to factors such as rising incomes coupled with changes in household demographics, improving health consciousness, growing organized retail improving reach of the products across the country, visual advertisements etc. Given the growth in the overall edible oil consumption, keeping in view the discerning and value conscious need of the growing consumer base, the growth in packed segment has been growing almost twice of the overall edible oil growth in the recent past. The trend is expected to continue due to low base and vast potential. The FMCG sector continues to grow in double digits; there has been some moderation (9.4%) in growth rates during 2013 due to deceleration in GDP growth and high inflation. It also forecasts the rural FMCG market to reach USD100 billion by 2025.The urban FMCG market grew 8% while rural India expanded 12.2% in 2013, as per AC Nielsen. However, in the last few years, the FMCG market has grown at a faster pace in rural India compared with urban India. The rural FMCG sector with a market size of USD15 bn contributes the remaining 33%. The urban sector constitutes 67% of the total FMCG market and had a market size of USD30 bn in 2013. The Hindu Business Line, Business Standard, Aranca analysis 33% 67% USD44.9 billion Rural Urban Rural India accounts for one-third of the total FMCG market and grew at a faster pace (12.2%) than urban market (8%) in 2013 (% share). AGRICULTURE INDUSTRY IN INDIA

Agriculture plays a vital role in India’s economy. 54.6% of the population is engaged in agriculture and allied activities (census 2011) and it contributes 16.90% to the country’s Gross Value Added (current price 2016-17, 2011-12 series). Given the importance of agriculture sector, Government of India took several steps for its sustainable development.

TECHNOLOGY UPGRADATION SCHEME

In order to promote ease of doing business in the country and achieve the vision of the Government for generation of employment and promotion of exports through “Make In India” and Zero defect manufacturing, it has been decided by the Ministry of Textiles that existing provisions of the Revised Restructured Technology Up gradation Scheme be modified in terms of the benefits under the scheme and procedure for claiming the benefits under the scheme. A new scheme “Amended Technology Up gradation Fund Scheme has been improved by the Government for implementation which will provide one Time capital subsidy for investments in the employment and technology intensive segments of textiles value chain keeping in view promotion of exports and imports substitutions. (Source: Ministry of Textiles Resolution passed on 13.01.2016)

INTERNAL CONTROL SYSTEM

We have developed our Corporate Audit Division which continuously monitors the electiveness of the internal controls as well as an

objective which provides independent and reasonable assurance of the adequacy and electiveness of the organization’s Risk

Management, Control and Governance process to the Audit Committee and the Board of Directors. The division also assesses

opportunities for improvement in business processes, systems & controls; provides recommendations, designed to add value to the

organization and follows up on the implementation of corrective actions and improvements in business processes over review by the

Audit Committee and Senior Management.

The scope and authority of the Corporate Audit division is derived from the Audit Charter approved by the Audit Committee. The Charter is designed in a manner that the Audit Plan is focused on the following objectives: • All operational and related activities are performed efficiently and electively.

• Significant financial, managerial and operating information that is relevant, accurate, and reliable is provided on Time. • Review of identification and management of Risks. • Resources are acquired economically used efficiently and safeguarded adequately.

• Employees’ actions are in accordance with the Company’s policies and procedures, Code of Conduct and applicable laws and regulations.

• Significant legislative and regulatory provisions impacting the organization are recognized and addressed appropriately. • Opportunities identified during audits, for improving management control, business targets and profitability, process efficiency and

the organization’s image, are communicated to the appropriate level of management. Corporate Audit division develops an annual audit plan based on the risk profile of business processes/sub-processes of various functions and the audit activities are undertaken accordingly. The audit plan is approved by the Audit Committee which regularly reviews compliance to the plan.



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During the year, the Audit Committee met regularly to review the reports submitted by the Corporate Audit Division. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee also met the Company’s Statutory Auditors to ascertain their views on the adequacy of internal control systems in the Company and their observations on financial reports. The Audit Committee’s observations and suggestions were acted upon by the Management. The company has a well-established internal audit function that reports to the Board of Directors on monthly basis and has direct

access to the chairman of the Audit committee, who meets with the Director Audit several Times each year. The Audit committee

receives reports from the internal audit function four Times a year and also considers the terms of reference, plans and electiveness of

the function. The internal audit function works closely with the external auditors. It provides independent and objective assurance to

the Board and the Audit committee and provides a systematic, disciplined approach to evaluating and improving the electiveness of

risk management, control and governance procedures.

HUMAN RESOURCE

Today, the HR function has become a critical catalyst for continuous transformation during a phase of rapid growth and transition; shaping not only processes, people and mindsets, but creating a culture that personify MUL and unleashes innovation at every level within the organization. For us, human resources are the most prestigious assets of the company. We believe it is a long term investment in the company and hence we train them to cope with the changing environment of the industry. During the year under review, your company has pleasure to take severalinitiatives to ensure that the knowledge and wisdom gained over period is available for all as well as next generation employees. FORWARD LOOKING STATEMENTS

The report contains forward-looking statements, identified by words like ‘plans’, ‘expects’, ‘will’, ‘anticipates’, ‘believes’,‘intends’, ‘projects’, ‘estimates’ and so on. All statements that address expectations or projections about the future, but not limited to the Company’s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements. Since these are based on certain assumptions and expectations of future events, the Company cannot guarantee that these are accurate or will be realized. The Company’s actual results, performance or achievements could thus differ from those

projected in any forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy




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ANNEXURE – 2

REPORT ON CORPORATE GOVERNANCE

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

1. COMPANY ‘S PHILOSOPHY ON CORPORATE GOVERNANCE

PINCON LIFESTYLE LIMITED (“PLL”/ “the Company”/“Company”) defines Corporate Governance as a systemic process by which companies are directed and controlled to enhance their wealth-generating capacity. PLL Corporate Governance structure, systems and processes are based on two coreprinciples: (I) Management must have the executive freedom to drive the enterprise forward without undue restraints, and this freedom of

management should be exercised within a framework of effective accountability. PLL believes that any meaningful policy on Corporate Governance must empower the executive management of the Company. At the same time, Governance must create a mechanism of checks and balances to ensure that the decision-making powers vested in the executive management are used with care and responsibility to meet stakeholders’ aspirations and societal expectations.

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

i. COMPOSITION OF BOARD

The Board of Directors along with its Committees provides leadership and guidance to the Company’s Management and supervises the Company’s performance. As on 31st March, 2017 the Board of Directors (“Board”) comprises of 6 (Six) Directors out of which 3 (Three) Directors are Non-Executive Independent Directors. The Composition of the Board of Directors is in conformity with Regulation 17 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the section 149 of the Companies Act, 2013. The Composition and Category of the Board of Directors as on 31.03.2017 are as follows:

Name of the Director

Director

Identification

No

Category Designation

Directorship held

in other companies

#

Mr. Monoranjan Roy 02275811 Executive Director Whole Time Director 9

Mr. Subrata Basu 06758717 Executive Director Executive Director 2

Mr. Partho Basu 07493399 Executive Director Executive Director & CFO 1

Mr. Sumit Soni 07509280 Non-Executive Director Independent Director 0

Ms. Richa Shukla 07506239 Non-Executive Director Independent Women Director 0

Mr. Sajal Das 07208684 Non-Executive Director Independent Director 1

# Including Private Limited Company.

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

Board Meetings:

During the year ended March 31, 2017, 12 (Twelve) Board Meetings were held as against the minimum requirement of four meetings. The maximum time gap between any of the two consecutive meetings did not exceed one hundred and twenty days.

The details of Board meetings are given below:

Date Board Strength No. of Directors Present

13-04-2016 4 4

23-04-2016 6 4

04-05-2016 4 4

26-05-2016 6 6

30-05-2016 6 6

08-06-2016 6 4

08-08-2016 6 6

28-10-2016 6 4

14-11-2016 6 6

19-12-2016 6 6

13-02-2017 6 6

27-03-2017 6 4



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ii. 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, 2017 and at the last Annual General Meeting (AGM) are given below:

Name of the Director Number of Board Meetings Attendance at AGM

Held on June6, 2016 Held Attended

Mr. Monoranjan Roy 12 12 Yes

Mr. Subrata Basu1 11 10 Yes

Mr. Partho Basu 1 11 10 Yes

Mr. Sumit Soni2 9 7 Yes

Ms. Richa Shukla2 9 7 Yes

Mr. Sajal Das 12 10 No

Mr. Abhinaw Kumar Sharma 3 0 0 No

Mr. AmitBera 4 1 1 No

Mrs. Anjana Shaw 5 2 1 No 1 Appointed w.e.f. 13.04.2016

2 Appointed w.e.f 04.05.2016 3 Resigned w.e.f 13.04.2016

4 Resigned w.e.f 23.04.2016

5Resigned w.e.f 04.05.2016

iii. MEETING OF INDEPENDENT DIRECTORS (IDs)

The Independent Directors (IDs) met on December 19, 2016 without the presence of the Chairman & Managing Director, CEOs, the Non-Executive Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors of the Company and enabled them to discuss various matters pertaining to the Company’s affairs and thereafter put forth their combined views to the Board. The IDs reviewed the performance of non-independent directors and the board of directors as a whole and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. iv. FAMILIARISATION PROGRAMME FOR DIRECTORS

When a Director is appointed in the Company, a formal letter of appointment is given to him/her, which explains the role, function, duties and responsibilities expected from him/her as a Director. Further, they are made aware about the requirement of compliance of various provisions by them under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other laws. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are made to the Independent Directors of the Company on various matters inter-alia covering the Company’s and its subsidiaries businesses and operations, industry and regulatory updates, strategy, finance, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters.

v. PERFORMANCE EVALUATION

Performance evaluation of the Board, Board Committees and individual Directors was carried out in accordance with the Policy approved by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and Managing Director and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.The performance evaluation of independent directors was done by the entire board of directors, in the above evaluation process the directors who were subject to evaluation did not participate.

vi. 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) aged about 42 years, is a successful entrepreneur having business experience of over 15 years. He is Masters in Economics, Masters in Business Management (Finance) & has also completed a course on Decision Making Technique of Managers from IIM, Lucknow. Mr. Roy has recent been granted Doctorate of Business Administration by Lincoln University College, Malaysia. Vast business acumen of Mr. Roy has enabled the company to be on a fast growing business path. He has been conferred with “Excellence Award” by Institute of Economic Studies and has also been recently conferred with the prestigious Asia Pacific International Award for the Best Entrepreneur. MR. SUBRATA BASU

Mr. Subrata Basu (DIN: 06758717) aged about 49 years, Post Graduate in Commerce form 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 Peerless Securities Ltd. His diversified experience in Banking & Finance, provide immense insight in managing business financial structure within laid down prudential norms MR. PARTHO BASU

Mr. Partho Basu, (DIN: 07493399) aged about 44 years is a qualified Chartered Accountant, Bachelor of Law & Masters in Finance. He has a wide spectrum of banking exposure of over 18 years, in Retail Banking- Credit, Core Banking, Capital Markets and Overseas Banking. Started with Citi Bank in 1998 as a Credit Manager - Home Loans, his last assignment was as a Deputy Vice President - Overseas Banking - South East Asia - Axis Bank Ltd. & its Group Companies. MR. SUMIT SONI (INDEPENDENT DIRECTOR)

Mr. Sumit Soni (Din: 07509280) is a Bachelor of Commerce having good experience in business and marketing. His presence in theBoard and his advice has enabled the Company in expanding business at a fast pace.



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MS. RICHA SHUKLA (INDEPENDENT DIRECTOR)

Ms. Richa Shukla (DIN:07506239) is Practicing Company Secretary. During the course of her profession, she gained vast exposure and knowledge in the field of compliance, taxa�on, which helped the Company in various compliance related aspects.

MR. SAJAL DAS (INDEPENDENT DIRECTOR)

Mr. Sajal Das (DIN: 07208684) is the experienced in marketing filed having vast knowledge and experience. During his long service career he has handled various difficult assignments. 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. RISK MANAGEMENT COMMITTEE E. SHARE TRANSFER / TRANSMISSION COMMITTEE

A. AUDIT COMMITTEE

Terms of Reference and Composition, Names of Members and Chairman

The composition, quorum, powers, role and scope of Audit Committee are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified for Audit Committee under the Listing Regulations. The Committee acts as a link between the Management, the Statutory Auditors on one side and the Board of Directors of the Company on the other side and oversees the financial reporting process. During the Financial year ended 31st March, 2017, 7 Meetings were held on April 13 2016, May 26 2016, May 30 2016, August 08 2016, November14, 2016, December 12, 2016 &February 13, 2017.

Composition, Name of Member and Chairperson

The composition and attendance of Members at the Meetings of the Audit Committee held during 2016-17 are as follows:

Name of the Director Category No. of Meeting Held

Held Attended

Mr. Sumit Soni2 Chairman 6 6

Ms. Richa Shukla2 Member 6 6

Mr. Subrata Basu1 Member 6 6

Mr. Sajal Das 3 Chairman 1 1

Mr. Abhinaw Kumar Sharma 3 Member 0 0

Mrs. Anjana Shaw 5 Member 1 1 1 Subrata Basu appointed in Committee on 13.04.2016 2 Richa Shukla & Sumit Soni appointed in Committee on 04.05.2016

3 Sajal Das Resigned from Committee on 04.05.2016 4 Abhinaw Kumar Sharma Resigned From Committee on 13.04.2016

5 Anjana Shaw Resigned from Committee on 04.05.2016

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

The roles of the Stakeholders Relationship Committee are mentioned in Regulation 20 (1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified for Stakeholders Relationship Committee under section 178 (6) of the Companies Act, 2013 and Regulations 20(1) of theSEBI (Listing Obligations & 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 received so far

� During the year ended March 31, 2017, no complaints were pending for Redressal either at the beginning or at the end of the year.

During the Financial year ended 31st March, 2017, 2 Meetings were held on May 04, 2016 & August 08, 2016.


The composition and attendance of Members at the Meetings of the Stakeholders Relationship Committeeheld during 2016-17 are as follows:


Held Attended

Mr. Sumit Soni 2 Chairman 2 2

Ms. Richa Shukla 2 Member 2 2

Mr. Subrata Basu 1 Member 2 2




3 Sajal Das Resigned from Committee on 04.05.2016

4 Abhinaw Kumar Sharma Resigned From Committee on 13.04.2016 5 Anjana Shaw Resigned from Committee on 04.05.2016



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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.

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, which are as follows: • To help in determining the appropriate size, diversity and composition of the Board; • To recommend to the Board appointment/re-appointment and removal of Directors; • To frame criteria for determining qualifications, positive attributes and independence of Directors; • To recommend to the Board remuneration payable to the Directors; • To create an evaluation framework for the Independent Directors and the Board; During the Financial year ended 31st March, 2017,the Nomination and Remuneration Committeemet twice on May 04 2016 & March 27 2017.


The Composition of Remuneration and Nomination Committee is in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The composition and attendance of Members at the Meetings of the Nomination and Remuneration Committee held during 2016-17 are as follows:


Held Attended



Mr. Sajal Das 2 Member 2 2

Mr. AmitBera 3 Member 0 0

Mrs. Anjana Shaw 4 Member 0 0 1. Richa Shukla & Sumit Soni appointed in Committee on 04.05.2016 2. Sajal Das’s position changed from Chairman of the Committee to member of the Committee on 04.05.2016

3.AmitBera Resigned From Committee on 23.04.2016

4. Anjana Shaw Resigned from Committee on 04.05.2016

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 2016-17 are as follows:

Name Salary Paid

Mr. Monoranjan Roy Rs. 1,200,000.00

Mr. Partho Basu Rs. 600,000.00

Mr. Subrata Basu Rs. 600,000.00

Total Rs. 2,400,000.00

Remuneration to Non-Executive Directors

Non-Executive Directors are being paid sitting fees as per the Agreement. The details of remuneration paid to the Non-Executive Directors of the Company for attending the Board and Committee Meetings for the year 2016-17 are as follows:

Name Sitting Fees Paid

Mr. Sumit Soni Rs. 83,000.00

Ms. Richa Shukla Rs. 83,000.00

Mr. Sajal Das Rs. 54,000.00

Total Rs. 220,000.00

Nomination, Remuneration and Evaluation Policy of the Company which lays down criteria for:

I. Determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;

II. Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management; III. Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior

Management; and IV. Evaluation of the performance of the Board and its constituents.

D. 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. Implementation of Risk Management Systems and Framework; ii. Reviewing the Company’s financial and risk management policies; iii. Assessing risk and minimizing the procedures; iv. Framing, implementing and monitoring the risk management plan for the Company.

During the Financial year ended 31st March, 2017, 2 Meetings of the Risk Management Committee were held on May 04, 2016 & August 08, 2016.



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The composition and attendance of Members at the Meetings of the Risk Management Committee held during 2016-17 are as follows:


Held Attended



Mr. Subrata Basu 1 Member 2 2




3 Sajal Das Resigned from Committee on 04.05.2016 4 Abhinaw Kumar Sharma Resigned From Committee on 13.04.2016


E. SHARE TRANSFER / TRANSMISSION COMMITTEE

The Share Transfer / Transmission Committee have been formed to look into share transfer and related applications received from shareholders, with a view to accelerate the transfer procedures. The Committee inter alia considers applications for transfer, transmission, split, consolidation of share certificates and cancellation of any share certificate in compliance with the provisions in this regard. The Committee is authorized to sign, seal or issue any new share certificate as a result of transfer, consolidation, splitting or in lieu of share certificates lost, defaced or destroyed.


The composition of Share Transfer / Transmission Committeeis as follows:

Name of the Director Category

Mr. Sumit Soni 2 Chairman

Ms. Richa Shukla 2 Member

Mr. Subrata Basu 1 Member

Mr. Sajal Das 3 Chairman

Mr. Abhinaw Kumar Sharma 3 Member

Mrs. Anjana Shaw 5 Member 1 Subrata Basu Appointed in Committee on 13.04.2016 2 Richa Shukla & Sumit Soni Appointed in Committee on 04.05.2016

3 Sajal Das Resigned from Committee on 04.05.2016 4 Abhinaw Kumar Sharma Resigned from Committee on 13.04.2016


GENERAL BODY MEETINGS

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

Annual

General

Meeting

Financial Year

Ended

Date &

Time Venue Special Resolutions Passed

34th 31.03.2016 June 6, 2016 11:00

AM

The Peerless Inn 12, Jawaharlal Nehru Road,

Kolkata – 700 013

• Adoption of New Set of Memorandum of Association

• Adoption of New set of Articles of Association of the Company

• Approval for Material Related Party Transactions

• Approval of Borrowing Limits of the Company • Creation of Charges • Acceptance of Deposits from Members and

Public • Change of Registered office of the Company • Change of Name of the Company • Increase of Authorized Capital • Issue of Non-Convertible Debenture

33rd 31.03.2015 September 30,

2015 11.30 A.M

18 B, Brabourne Road, 2nd Floor,

Kolkata – 700 001

• No Special Resolution was passed in the Meeting.

32nd 31.03.2014 September 30,

2014 11.30 A.M

3A, Mangoe Lane, 4th Floor,

Kolkata – 700 001

• Alteration Amendment of Articles of Association of the Company.

POSTAL BALLOT

During the year, no resolutions have been passed through postal ballot.

4. INSIDER TRADING CODE

The Code of Practices and procedures for Fair Disclosure of Unpublished price Sensitive Information, approved by the Board of Directors of the Company in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations), inter alia, prohibits purchase or sale of securities of the Company by Promoters and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company.



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5. DISCLOSURES:

a) Related party transactions:

During the year ended March 31, 2017, there were no materially significant related party transactions for which adequate disclosure is made in the Annual Accounts regarding related party transactions. The policy on dealing with related party transactions is available at the Company’s website www.pinconlifestyle.com. 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) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any

statutory authority, on any matter related to capital markets, during last three Financial Years.

The Company has complied with all requirements specified under the Listing Regulations as well as other regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets during the last three Financial years. e) Whistle Blower /Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other person to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company. The Policy allows the whistle-blowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. None of the personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Company’s website viz. www.pinconlifestyle.com f) Non-mandatory requirements

Adoption of the non-mandatory requirements as prescribe under the Listing Regulations is being reviewed by the Board from time-to-time. g) 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.

h) Proceeds from public issues, rights issues, preferential issues etc.

Company has not issued any share in the Financial Year 2016-17. 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 Regulations, in widely circulated newspapers like Business Standard, AnandabazarPatrika, etc. c) News releases, presentations etc.

Official Releases along with Quarterly Results are displayed on the Company's website: www.pinconlifestyle.com No Presentations were made during the financial year 2016-17 to the media, analysts, Institutional investors, fund managers. d) Management Discussion and Analysis (MDA) Report

The Management Discussion and Analysis Reportis annexed to the Directors' Report and forms part of this Annual Report. 7. GENERAL SHAREHOLDER INFORMATION

1. 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 L51226WB1982PLCPLC035312

2. Annual General Meeting 35TH Annual General Meeting

Tuesday,September 5, 2017 at 3.30P.M. The Peerless Inn. 12, Jawaharlal Nehru Road, Kolkata, West Bengal 700013, India

3. Financial Year April 1, 2016 to March 31,2017

4. Financial Calendar (tentative)

Results for the quarter ending

• June 30, 2017 • September 30, 2017 • December 31, 2017 • March 31, 2018

July/August, 2017 October/November, 2017 January/February, 2018 April/May, 2018

5. Date of Book Closure August 30, to September 5, 2017(Both Days Inclusive)



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6. Dividend Payment Date NIL

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

Name of the Stock Exchanges Address

a) The Calcutta Stock Exchange Limited (CSE)

7, Lyons Range, Kolkata- 700 001

b) BSE Limited (BSE) PhirozeJeejeebhoy Towers, Dalal Street, Mumbai- 400001

c) Metropolitan Stock Exchange of India Limited

Vibgyor Towers, 4th Floor, Plot No C62, G – Block, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E), Mumbai – 400 098

8. Listing Fees to Stock Exchanges The Annual Listing fee for the financial year 2017-18 has been paid by the Company to all exchanges where the share of the Company are listed, within stipulated time.

9. Payment of Depository Fee Annual Custody/Issuer fee for the financial year 2017-18 has been paid by the Company to NSDL and CDSL.

10. International Securities Identification

Number (ISIN) of the Company

International Securities Identification Number (ISIN) of the Company’s shares in the dematerialized mode, as allotted by NSDL and CDSL is INE1152R01012.

11. Scrip Code & Scrip Name Company Equity Shares are listed at:

Name of the Stock Exchange Script Name, Script Code

a) The Calcutta Stock Exchange Limited (CSE)

PINCONLIFE 023152

b) BSE Limited (BSE) PINCONLIFE 539007

c) Metropolitan Stock Exchange of India Limited

PINCONLIFE NA

12. Stock Market Price Data

Month

BSE Limited

Metropolitan Stock

Exchange of India Ltd@

The Calcutta Stock Exchange Ltd#

High Price Low Price Volume High Price Low Price Volume High Price Low Price Volume

Apr 16 230.00 217.70 238,207.00 - - - - - -

May 16 232.00 211.80 1,058,338.00 - - - - - -

Jun 16 229.35 224.20 1,163,499.00 - - - - - -

Jul 16 231.20 224.55 1,243,310.00 - - - - - -

Aug 16 230.60 224.00 1,411,366.00 - - - - - -

Sep 16 229.40 205.10 746,747.00 - - - - - -

Oct 16 229.60 186.20 720,415.00 - - - - - -

Nov 16 254.85 147.65 615,396.00 - - - - - -

Dec 16 358.00 210.00 1,066,269.00 - - - - - -

Jan 17 339.00 242.00 1,701,465.00 - - - - - -

Feb 17 290.90 126.45 3,155,176.00 - - - - - -

Mar 17 146.85 100.35 2,711,328.00 - - - - - -

@ there was no transactions on Metropolitan Stock Exchange of India Limited, during the said period. # therewas no transactions on The Calcutta Stock Exchange Limited, during the said period. 13. Stock Performance in comparison to BSE Sensex

(Based on closing prices of PINCON LIFESTYLE LIMITED, BSE Sensex)



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

(CIN: U20221WB1982PTC034886) 6, Mangoe Lane, 2nd Floor, Kolkata – 700 001 Contact No: 033-2243-5029/2248-2248 Fax No: 033-22484787 Email Id: [email protected] Website:www.mdpl.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.

16. Distribution of Shareholding as on March 31, 2017

Shareholding

of nominal value

As on 31.03.2017 As on 31.03.2016

Share Holders Share Amount Share Holders Share Amount

Number % of total Number % of total Number % of total Rs. % of total

Upto - 5,000 718 40.66 734,350.00 0.24 60 4.13 74,530.00 0.02

5,001 -10,000 43 2.43 321,140.00 0.11 9 0.62 83,420.00 0.03

10,001-20,000 31 1.76 513,060.00 0.17 19 1.31 361,100.00 0.12

20,001-30,000 37 2.10 984,640.00 0.33 36 2.48 951,910.00 0.31

30,001-40,000 42 2.38 1,590,640.00 0.53 43 2.96 1,649,910.00 0.55

40,001-50,000 125 7.08 6,191,040.00 2.05 136 9.36 6,775,500.00 2.24

50,001-100,000 296 16.76 26,036,740.00 8.61 580 39.92 48,651,230.00 16.09

100,001-above 474 26.84 266,028,390.00 87.97 570 39.23 243,852,400.00 80.64

Total 1766 100.00 302,400,000.00 100.00 1453 100.00 302,400,000.00 100.00

17. Shareholding Pattern:

Sr. Category of Shareholders

As on March 31, 2016 As on March 31, 2017 %

Change

during

the

year

No. of

Shareholders

No. of

Shares held

% of

Total

Shares

No. of

Shareholders

No. of

Shares held

% of

Total

Shares

A Promoter and Promoter Group

1 Indian

(a) Individuals/Hindu undivided Family 1 31030 0.10 - - - - 0.10

(b) Central Government/ State Government(s) - - - - - - -

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

(d) Any Other (specify) 1 1000000 3.31 1 1000000 3.31 -

Sub-Total (A)(1) 2 1031030 3.41 1 1000000 3.31 - 0.10

2 Foreign - - - - - - -

(a) Individuals (Non-Resident 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) 2 1031030 3.41 1 1000000 3.31 - 0.10

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 - - - - - - -

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

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

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

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

Sub-Total (B)(1) - - - - - - -

2 Non-institutions

-

(a) Bodies Corporate 67 3364721 11.13 127 7892613 26.10 14.97

(b) Individuals -

(b(i)) i. Individual shareholders holding nominal share

capital up to Rs. 2 lakhs.

1134 10756834 35.57 1409 7146724 23.63 -11.94

(b(ii)) ii. Individual shareholders holding nominal share

capital in excess of Rs. 2 lakhs.

243 13988658 46.26 184 10687789 35.35 -10.91

(c) Clearing Members 5 49711 0.16 37 514414 1.70 1.54



35th


(d) NRI 1 10 0.00 7 3770 0.01 0.01

(e) Any Other (specify) : Director 1 1049036 3.47 1 2994690 9.90 6.43

Sub-Total (B)(2) 1451 29208970 96.59 1765 29240000 96.69 0.10

Total Public Shareholding (B)=(B)(1)+(B)(2)

Grand Total (A+B) 1453 30240000 100.00 1766 30240000 100.00 -

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, 2017

Sl. No. Particulars No. of Shares %

1. Demat Mode 29213649 96.61

2. PhysicalMode 1026351 3.39

Grand Total 30240000 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 BENPOSE downloaded from the Depositories would be reckoned for payment of dividend. 20. Disclosure with respect to demat suspense account/unclaimed suspense account

As on 31st March, 2017, there are no outstanding shares lying in the demat suspense account/unclaimed suspense account. 21. Address for correspondence with Depositories

National Securities Depository Limited

TradeWorld, A wing, 4th & 5th Floor Kamala Mills Compound, Lower Parel Mumbai - 400 013 Telephone No : 022-2499 4200 Fax No.: 022-2497 2993/6351 E-mail : [email protected]

Website : www.nsdl.co.in

Central Depository Services (India) Limited

PhirozeJeejeebhoy Towers, 17th Floor, Dalal Street Mumbai - 400 001 Telephone No : 022-2272 3333 FaxNo.: 022-2272 3199/2072 E-mail : [email protected]

Website : www.cdslindia.com

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

The Company has no outstanding GDRs/ADRs/Warrants or any Convertible instruments,

23. Dividend History (Last 10 years) The Company has not declared and paid any dividend in last 10 years.

24. Plant Location

Textile Division

1. Mouza – Nahajari, P.S. Bishnupur, Dist: 24 Paraganas (S), Kolkata – 700 104, West Bengal.

25. Address for Correspondence

Mr. Niraj Kumar Company Secretary Pincon Lifestyle Limited Registered Office:

“Wellesley House” 7, Red Cross Place, 3rd Floor, Kolkata – 700 001 Phone No.: 033 – 2231-9135. Fax No. 033 – 4001 4642 E-mail: [email protected] Website: www.pinconlifestyle.com

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy




35th


ANNEXURE – 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

FORM NO MR – 3

[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,


“Wellesley House”

7, Red Cross Place, 3rd Floor,

Kolkata – 700 001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PINCON LIFESTYLE LIMITED (CIN: L51226WB1982PLC035312) (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 Compliances

The 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 Responsibility

Our 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 LIFESTYLE 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, 2016 to 31st March, 2017(“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, 2016 to 31st March, 2017 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, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

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

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); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the

Audit Period);

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. Factories Act, 1948;

4. Industries (Development and Regulation) Act, 1951;

5. Labour Laws;

6. Acts prescribed under prevention and control of pollution;

7. Acts prescribed under environmental protection;

8. Acts prescribed under Direct and Indirect Tax;

9. Labour Welfare Act of respective states;



35th


10. Shop and Establishment Act of various local authorities 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. Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;

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 that

The 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 at least seven days 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. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of

the Board of Directors or Committee of the Board, as the case may be.

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.:

Resolution No Description of Resolution For Against

• Adoption of New Set of Memorandum of Association • Adoption of New set of Articles of Association of the Company • Approval for Material Related Party Transactions • Approval of Borrowing Limits of the Company • Creation of Charges • Acceptance of Deposits from Members and Public • Change of Registered office of the Company • Change of Name of the Company • Increase of Authorized Capital Issue of Non-Convertible Debenture Disclosure

This 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.

Place: Kolkata

Date: 08.08.2017

For ArpanSengupta& Associates

Sd/-

CS ArpanSengupta

Proprietor

Membership No.: A37706

C.P. No.: 14416



35th


Annexure A

Annexure to the Secretarial Audit Report of M/s. PINCON LIFESTYLE LIMITED for the financial year ended 31st March, 2017

To,

The Members,



7, Red Cross Place, 3rd Floor,

Kolkata – 700 001

Our Secretarial Audit Report for the financial year ended 31stMarch, 2017 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 efficacy or

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

Place: Kolkata

Date: 08.08.2017

For ArpanSengupta& Associates

Sd/-

CS ArpanSengupta

Proprietor

Membership No.: A37706

C.P. No.: 14416



35th


ANNEXURE – 4

PARTICULARS OF EMPLOYEES

[Statement of Disclosure of Remuneration pursuant to Section 197(12) 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

2016-2017 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 2016-17:

Sl. No Name Designation Ratio of Remuneration

of each Director to median

remuneration of Employee

Percentage Increase in

Remuneration

Notes:

1. Rozy Jain joined the company on 26.04.2016 & resigned on 27.03.2017 2. Niraj Kumar joined the company on 27.03.2017

3. Partho Basu & Subrata Basu Appointed on 13.04.2016

II. The percentage increase in the median remunerationof employees in the financial year: The median remuneration of employees in the financial year 2016-17 has decrease by - 6.23 % as compared to the previous year.

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

As on March 31, 2017,19 permanent employees were on the rolls of the Company.

IV. 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 2016-17, average percentile decrease made in the salaries of employees other than the managerial personnel was -6.23 % This is due to increase in no of employee and new joiner are in lower bracket of salary by the Company during the financial year 2016-17, there was 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 2016-17 to provide for increased cost of living/ inflation in accordance with the Remuneration Policy of the Company.

V. 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 2016-17 is as per the Remuneration Policy of the

Company.

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy


1 Mr. Monoranjan Roy Whole Time Director 5.14 : 1 312.90 %

2 Mr. Partho Basu Executive Director & CFO3 2.57 : 1 100.00 %

3 Mr. Subrata Basu Executive Director3 2.57 : 1 100.00 %

4 Mr. Sumit Soni Non-Executive Director 0.36 : 1 100.00 %

5 Ms. Richa Shukla Non-Executive Director 0.36 : 1 100.00 %

6 Mr. Sajal Das Non-Executive Director 0.23 : 1 12.50%

7 Ms. Rozy Jain Company Secretary1 1.65 : 1 100.00 %

8 Mr. Niraj Kumar Company Secretary2 - -



35th


ANNEXURE – 5

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED

UNDER SECTION 134(3)(M) OF THE COMPANIES ACT 2013, READ WITH RULES OF 8(3) OF (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken:

-Nil- b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

-Nil- c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of

production of goods:

- N.A.- d) Total energy consumption and energy consumption per unit of production as per Form A is given below:

- N.A.-

B. TECHNOLOGY ABSORPTION:

Form for disclosure of particulars with respect to absorption A. RESEARCH AND DEVELOPMENT (R&D):

1. Specific areas in which R & D carried out by the Company N.A 2. Benefits derived as a result of the above R & D. N.A 3. Future plan of action N.A 4. Expenditure on R&D N.A B. TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATION:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation N.A 2. Benefits derived as a result of the above efforts, e.g. Product development, import substitution, etc. N.A 3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year),

following information may be furnished:

a) Technology imported N.A b) Year of Import N.A c) Has Technology been fully absorbed N.A d) If not fully absorbed, area where this has not taken place reasons there for and future plans of action N.A

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and export plans

b) Total foreign exchange used and earned: (Rs. In Lacs) April 1, 2016 to

March 31, 2017

April 1, 2015 to

March 31, 2016

(i) Foreign Exchange earned 1,680,000.00 9.97

(ii) Foreign Exchange Used 1,667,330.00 13.72

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy

Whole-Time Director (DIN: 02275811



35th


ANNEXURE – 6

FORM NO. AOC -2

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and rule 8(2) of the Companies (Accounts) Rules, 2014.

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

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

b) Nature of contracts/arrangements/transaction Nil

c) Duration of the contracts/arrangements/transaction Nil

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

Nil

e) Date of approval by the Board Nil

f) Amount paid as advances, if any Nil

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy




35th


ANNEXURE – 7

EXTRACT OF ANNUAL RETURN

FORM MGT-9

As on the financial year ended on March 31, 2017

[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 L51226WB1982PLC035312

ii. Registration Date 04.10.1982

iii. Name of the Company PINCON LIFESTYLE LIMITED

iv. Category/ Sub-Category of the Company Public Company Limited by Shares /

Indian Non-Government Company

v. Address of the Registered office and

Contact details


7, Red Cross Place, 3rd Floor, Kolkata – 700 001

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

E-mail: [email protected]

Website: www.pinconlifestyle.com

vi. Whether listed company Yes

vii. Name, Address and Contact details of

Registrar and Transfer Agent, If any

Maheshwari Datamatics Pvt Ltd

(CIN: U20221WB1982PTC034886)

6, Mangoe Lane, 2nd Floor, Kolkata – 700 001 Contact No : 033-2243-5029/2248-2248

Fax No: 033-22484787 Email Id : [email protected]

Website : www.mdpl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No Name and Description of

Main Products/ Services

NIC Code of the

Product/Service

% to total turnover

of the Company

1. Textile 46411 73.02

2. Trading of Edible Oils (FMCG) 46305 24.29

3. Agriculture Commodities 46201, 46209 2.70

III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No Name and

Address of the Company CIN/GLN

Holding/

Subsidiary/

Associate

% of

Shares

held

Application Section

1. NIL NIL NIL NIL NIL

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 01/Apr/2016]

No of Shares held at the end of the year

[As on 31/Mar/2017] % change

during

the Year

Demat Physical Total

% of

Total

Shares Demat Physical Total

% of

Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 31,030 - 31,030 0.10 - - - - - 100.00

b) Central Govt

c) State Govt(s)

d) Bodies Corp. 1,000,000 - 1,000,000 3.31 1,000,000 - 1,000,000 3.31 -

e) Banks/Fi

f) Any other

Sub-total (A)(1) 1,031,030 - 1,031,030 3.41 1,000,000 - 1,000,000 3.31 - 3.01

(2) Foreign

a) NRIs - Individuals

b) Other - Individuals

c) Bodies Corp.

d) Banks/FI

e) Any other

Sub-total (A)(2) - - - - - - - - -

Total shareholding of Promoter

(A)=(A)(1)+(A)(2) 1,031,030 - 1,031,030 3.41 1,000,000 - 1,000,000 3.31 - 3.01

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks/FI

c)Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds

i) Others (specify)

Alternate Investment Funds

Foreign Portfolio Investors

Provident Funds / Pension

Funds

Qualified Foreign Investor

Sub-total(B)(1):- - - - - - - - - -



35th


2. Non-Institutions

a) Bodies Corp.

i) Indian 2,743,721 621,000 3,364,721 11.13 7,773,613 119,000 7,892,613 26.10 134.57

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital

upto Rs. 1 lakh 5,328,067 419,500 5,747,567 19.01 3,094,065 387,851 3,481,916 11.51 - 39.42

ii) Individual shareholders

holding nominal share capital in excess of Rs. 1 lakh 19,221,991 824,970 20,046,961 66.29 16,827,787 519,500 17,347,287 57.37 - 13.47

c) Others (Specify)

Non Resident Indians 10 - 10 - 3,770 - 3,770 0.01 37,600.00

Qualified Foreign Investor

Custodian of Enemy Property

Foreign Nationals

Clearing Members 49,711 - 49,711 0.16 514,414 - 514,414 1.70 934.81

Trusts

Foreign Bodies-D R

Foreign Portfolio Investors

NBFCs registered with RBI

Employee Trusts

Domestic Corporate Unclaimed Shares Account

Investor Education and Protection Fund Authority

Sub-total(B)(2):- 27,343,500 1,865,470 29,208,970 96.59 28,213,649 1,026,351 29,240,000 96.69 0.11

Total Public Shareholding

(B)=(B)(1)+ (B)(2) 27,343,500 1,865,470 29,208,970 96.59 28,213,649 1,026,351 29,240,000 96.69 0.11

C. Shares held by Custodian

for GDRs & ADRs

Grand Total (A+B+C) 28,374,530 1,865,470 30,240,000 100.00 29,213,649 1,026,351 30,240,000 100.00 -

ii. Shareholding of Promoters

Sl No

Shareholder's Name

Shareholding at the beginning of the year

[As on 01/Apr/2016]

Shareholding at the end of the year [As on

31/Mar/2017] % change in

share

holding

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

1 LUCKY COMMOSALES PRIVATE LIMITED 1000000 3.3069 0.0000 1000000 3.3069 0.0000 0.0000

2 ABHINAW KUMAR SHARMA 31030 0.1026 0.0000 0 0.0000 0.0000 -100.0000

TOTAL 1031030 3.4095 0.0000 1000000 3.3069 0.0000 -3.0096

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

Sl No Name

Shareholding at the beginning

[01/Apr/16]/end of the year [31/Mar/17]

Cumulative Shareholding during the

year [01/Apr/16 to 31/Mar/17]

No. of shares

% of total shares

of the company No. of shares

% of total shares

of the company

1 LUCKY COMMOSALES PRIVATE LIMITED

4/1/2016 1,000,000 3.31

3/31/2017 1,000,000 3.31 1,000,000 3.31

2 ABHINAW KUMAR SHARMA

4/1/2016 31,030 0.10

03/03/2017 - Transfer - 31,030 0.10 - -

3/31/2017 - - - -

iv. Shareholding pattern of top Shareholders

(other than Director, Promoters and holder of GDRs and ADRs):

Sl No Name

Shareholding at the

beginning [01/Apr/16]/

end of the year [31/Mar/17]

Cumulative Shareholding

during the year

[01/Apr/16 to 31/Mar/17]

No. of shares

% of total shares


% of total shares

of the company

1 PURSHOTTAM INVESTOFIN LTD

4/1/2016 4500 0.0149

23/09/2016 - Transfer 150 0.0005 4650 0.0154

16/12/2016 - Transfer 9000 0.0298 13650 0.0451

13/01/2017 - Transfer 7000 0.0231 20650 0.0683

20/01/2017 - Transfer -11000 0.0364 9650 0.0319

27/01/2017 - Transfer -9650 0.0319 0 0.0000

03/02/2017 - Transfer 188000 0.6217 188000 0.6217

10/02/2017 - Transfer 137000 0.4530 325000 1.0747

17/02/2017 - Transfer -456 0.0015 324544 1.0732

24/02/2017 - Transfer -50231 0.1661 274313 0.9071

03/03/2017 - Transfer -15000 0.0496 259313 0.8575

24/03/2017 - Transfer -95200 0.3148 164113 0.5427

31/03/2017 - Transfer -110000 0.3638 54113 0.1789

2 INTEGRATED MASTER SECURITIES (P) LTD.

4/1/2016 81586 0.2698

20/05/2016 - Transfer 6800 0.0225 88386 0.2923

27/05/2016 - Transfer 12900 0.0427 101286 0.3349



35th


03/06/2016 - Transfer 8750 0.0289 110036 0.3639

10/06/2016 - Transfer 22000 0.0728 132036 0.4366

17/06/2016 - Transfer 15281 0.0505 147317 0.4872

24/06/2016 - Transfer 13787 0.0456 161104 0.5328

30/06/2016 - Transfer 16280 0.0538 177384 0.5866

15/07/2016 - Transfer 9315 0.0308 186699 0.6174

22/07/2016 - Transfer 6930 0.0229 193629 0.6403

29/07/2016 - Transfer 50000 0.1653 243629 0.8057

26/08/2016 - Transfer 6500 0.0215 250129 0.8271

02/09/2016 - Transfer 10400 0.0344 260529 0.8615

09/09/2016 - Transfer 6000 0.0198 266529 0.8814

23/09/2016 - Transfer -85431 0.2825 181098 0.5989

30/09/2016 - Transfer -180698 0.5975 400 0.0013

07/10/2016 - Transfer 6000 0.0198 6400 0.0212

21/10/2016 - Transfer 3000 0.0099 9400 0.0311

11/11/2016 - Transfer -3275 0.0108 6125 0.0203

18/11/2016 - Transfer 4100 0.0136 10225 0.0338

25/11/2016 - Transfer 3915 0.0129 14140 0.0468

23/12/2016 - Transfer 500 0.0017 14640 0.0484

30/12/2016 - Transfer -14600 0.0483 40 0.0001

06/01/2017 - Transfer 525 0.0017 565 0.0019

03/02/2017 - Transfer 50 0.0002 615 0.0020

10/02/2017 - Transfer -490 0.0016 125 0.0004

17/02/2017 - Transfer 200 0.0007 325 0.0011

24/02/2017 - Transfer 5050 0.0167 5375 0.0178

03/03/2017 - Transfer -2600 0.0086 2775 0.0092

10/03/2017 - Transfer 24100 0.0797 26875 0.0889

24/03/2017 - Transfer -200 0.0007 26675 0.0882

31/03/2017 - Transfer -26650 0.0881 25 0.0001

3 YOUTHVISION COMMODITIES PRIVATE LIMITED

4/1/2016 0 0.0000

12/08/2016 - Transfer 28375 0.0938 28375 0.0938

19/08/2016 - Transfer 20007 0.0662 48382 0.1600

26/08/2016 - Transfer 225 0.0007 48607 0.1607

02/09/2016 - Transfer 13600 0.0450 62207 0.2057

09/09/2016 - Transfer 45905 0.1518 108112 0.3575

16/09/2016 - Transfer 32328 0.1069 140440 0.4644

23/09/2016 - Transfer 5584 0.0185 146024 0.4829

30/09/2016 - Transfer 14350 0.0475 160374 0.5303

07/10/2016 - Transfer 980 0.0032 161354 0.5336

14/10/2016 - Transfer 5310 0.0176 166664 0.5511

30/12/2016 - Transfer -52053 0.1721 114611 0.3790

13/01/2017 - Transfer -1335 0.0044 113276 0.3746

27/01/2017 - Transfer 1530 0.0051 114806 0.3796

03/02/2017 - Transfer 144818 0.4789 259624 0.8585

10/02/2017 - Transfer 900 0.0030 260524 0.8615

17/02/2017 - Transfer -3458 0.0114 257066 0.8501

3/31/2017 257066 0.8501 257066 0.8501

4 SSJ FINANCE & SECURITIES PVT LTD

4/1/2016 8478 0.0280

29/04/2016 - Transfer 18215 0.0602 26693 0.0883

06/05/2016 - Transfer 7354 0.0243 34047 0.1126

13/05/2016 - Transfer 49605 0.1640 83652 0.2766

20/05/2016 - Transfer 28548 0.0944 112200 0.3710

27/05/2016 - Transfer 45572 0.1507 157772 0.5217

03/06/2016 - Transfer 26847 0.0888 184619 0.6105

10/06/2016 - Transfer 16884 0.0558 201503 0.6663

17/06/2016 - Transfer 30600 0.1012 232103 0.7675

24/06/2016 - Transfer 30249 0.1000 262352 0.8676

30/06/2016 - Transfer 33431 0.1106 295783 0.9781

08/07/2016 - Transfer 15597 0.0516 311380 1.0297

15/07/2016 - Transfer 4319 0.0143 315699 1.0440

22/07/2016 - Transfer -3730 0.0123 311969 1.0316

29/07/2016 - Transfer 3956 0.0131 315925 1.0447

05/08/2016 - Transfer -275871 0.9123 40054 0.1325

12/08/2016 - Transfer 82221 0.2719 122275 0.4043

19/08/2016 - Transfer 104684 0.3462 226959 0.7505

26/08/2016 - Transfer 35101 0.1161 262060 0.8666

02/09/2016 - Transfer -70710 0.2338 191350 0.6328

09/09/2016 - Transfer 9235 0.0305 200585 0.6633

16/09/2016 - Transfer 4515 0.0149 205100 0.6782

23/09/2016 - Transfer 4686 0.0155 209786 0.6937

30/09/2016 - Transfer 31520 0.1042 241306 0.7980

07/10/2016 - Transfer 10903 0.0361 252209 0.8340

14/10/2016 - Transfer 11615 0.0384 263824 0.8724

21/10/2016 - Transfer 5622 0.0186 269446 0.8910

28/10/2016 - Transfer 65216 0.2157 334662 1.1067

04/11/2016 - Transfer 17146 0.0567 351808 1.1634

11/11/2016 - Transfer 2277 0.0075 354085 1.1709

18/11/2016 - Transfer 17137 0.0567 371222 1.2276



35th


25/11/2016 - Transfer 2456 0.0081 373678 1.2357

02/12/2016 - Transfer 10702 0.0354 384380 1.2711

23/12/2016 - Transfer -226680 0.7496 157700 0.5215

30/12/2016 - Transfer 1490 0.0049 159190 0.5264

06/01/2017 - Transfer 2652 0.0088 161842 0.5352

13/01/2017 - Transfer 30444 0.1007 192286 0.6359

20/01/2017 - Transfer 28765 0.0951 221051 0.7310

27/01/2017 - Transfer 35903 0.1187 256954 0.8497

03/02/2017 - Transfer -116022 0.3837 140932 0.4660

10/02/2017 - Transfer 83519 0.2762 224451 0.7422

17/02/2017 - Transfer -79079 0.2615 145372 0.4807

24/02/2017 - Transfer 13798 0.0456 159170 0.5264

03/03/2017 - Transfer 109498 0.3621 268668 0.8885

10/03/2017 - Transfer -104898 0.3469 163770 0.5416

24/03/2017 - Transfer 192116 0.6353 355886 1.1769

31/03/2017 - Transfer -180997 0.5985 174889 0.5783

5 SUNGLOW CAPITAL SERVICES LIMITED

4/1/2016 12000 0.0397

13/05/2016 - Transfer 27500 0.0909 39500 0.1306

20/05/2016 - Transfer 5250 0.0174 44750 0.1480

27/05/2016 - Transfer 39010 0.1290 83760 0.2770

03/06/2016 - Transfer 25600 0.0847 109360 0.3616

10/06/2016 - Transfer 20260 0.0670 129620 0.4286

17/06/2016 - Transfer 19995 0.0661 149615 0.4948

24/06/2016 - Transfer 10800 0.0357 160415 0.5305

30/06/2016 - Transfer -96200 0.3181 64215 0.2124

08/07/2016 - Transfer 18900 0.0625 83115 0.2749

22/07/2016 - Transfer 12810 0.0424 95925 0.3172

29/07/2016 - Transfer 20127 0.0666 116052 0.3838

05/08/2016 - Transfer 43536 0.1440 159588 0.5277

12/08/2016 - Transfer 19240 0.0636 178828 0.5914

19/08/2016 - Transfer 6000 0.0198 184828 0.6112

02/09/2016 - Transfer 300 0.0010 185128 0.6122

16/09/2016 - Transfer 15200 0.0503 200328 0.6625

23/09/2016 - Transfer 32836 0.1086 233164 0.7710

30/09/2016 - Transfer 34550 0.1143 267714 0.8853

07/10/2016 - Transfer -219436 0.7256 48278 0.1596

21/10/2016 - Transfer 29583 0.0978 77861 0.2575

28/10/2016 - Transfer 20120 0.0665 97981 0.3240

04/11/2016 - Transfer 3700 0.0122 101681 0.3362

11/11/2016 - Transfer -7840 0.0259 93841 0.3103

16/12/2016 - Transfer 2000 0.0066 95841 0.3169

23/12/2016 - Transfer -2000 0.0066 93841 0.3103

30/12/2016 - Transfer -89665 0.2965 4176 0.0138

06/01/2017 - Transfer -150 0.0005 4026 0.0133

13/01/2017 - Transfer 5000 0.0165 9026 0.0298

20/01/2017 - Transfer -2950 0.0098 6076 0.0201

03/02/2017 - Transfer 200 0.0007 6276 0.0208

10/02/2017 - Transfer 20850 0.0689 27126 0.0897

17/02/2017 - Transfer 9600 0.0317 36726 0.1214

24/02/2017 - Transfer -100 0.0003 36626 0.1211

03/03/2017 - Transfer 70650 0.2336 107276 0.3547

10/03/2017 - Transfer 13722 0.0454 120998 0.4001

24/03/2017 - Transfer 73700 0.2437 194698 0.6438

31/03/2017 - Transfer 34745 0.1149 229443 0.7587

6 PRATAPRAI RATILAL MEHTA

4/1/2016 200000 0.6614

18/11/2016 - Transfer -15000 0.0496 185000 0.6118

25/11/2016 - Transfer -65000 0.2149 120000 0.3968

02/12/2016 - Transfer -20000 0.0661 100000 0.3307

03/03/2017 - Transfer -3500 0.0116 96500 0.3191

17/03/2017 - Transfer -85000 0.2811 11500 0.0380

3/31/2017 11500 0.0380 11500 0.0380

7 FLYJOY DISTRIBUTORS PRIVATE LIMITED

4/1/2016 0 0.0000

20/05/2016 - Transfer 12174 0.0403 12174 0.0403

27/05/2016 - Transfer 8476 0.0280 20650 0.0683

10/06/2016 - Transfer 4005 0.0132 24655 0.0815

30/06/2016 - Transfer 100000 0.3307 124655 0.4122

22/07/2016 - Transfer 34860 0.1153 159515 0.5275

05/08/2016 - Transfer 25508 0.0844 185023 0.6118

12/08/2016 - Transfer 6482 0.0214 191505 0.6333

26/08/2016 - Transfer 11800 0.0390 203305 0.6723

02/09/2016 - Transfer 15500 0.0513 218805 0.7236

09/09/2016 - Transfer 3800 0.0126 222605 0.7361

16/09/2016 - Transfer 2000 0.0066 224605 0.7427

30/09/2016 - Transfer 400 0.0013 225005 0.7441

07/10/2016 - Transfer 234410 0.7752 459415 1.5192

02/12/2016 - Transfer -100000 0.3307 359415 1.1885

30/12/2016 - Transfer 40000 0.1323 399415 1.3208



35th


17/02/2017 - Transfer -87405 0.2890 312010 1.0318

03/03/2017 - Transfer -104655 0.3461 207355 0.6857

10/03/2017 - Transfer 800 0.0026 208155 0.6883

17/03/2017 - Transfer -85000 0.2811 123155 0.4073

24/03/2017 - Transfer -10000 0.0331 113155 0.3742

3/31/2017 113155 0.3742 113155 0.3742

8 HEADFIRST VINIMAY PRIVATE LIMITED

4/1/2016 0 0.0000

29/04/2016 - Transfer 10 0.0000 10 0.0000

06/05/2016 - Transfer 11196 0.0370 11206 0.0371

13/05/2016 - Transfer 6000 0.0198 17206 0.0569

20/05/2016 - Transfer 5925 0.0196 23131 0.0765

27/05/2016 - Transfer 159827 0.5285 182958 0.6050

03/06/2016 - Transfer -26000 0.0860 156958 0.5190

08/07/2016 - Transfer 26250 0.0868 183208 0.6058

15/07/2016 - Transfer -35500 0.1174 147708 0.4885

22/07/2016 - Transfer 1000 0.0033 148708 0.4918

29/07/2016 - Transfer -8000 0.0265 140708 0.4653

05/08/2016 - Transfer 12000 0.0397 152708 0.5050

12/08/2016 - Transfer 34329 0.1135 187037 0.6185

26/08/2016 - Transfer 16195 0.0536 203232 0.6721

02/09/2016 - Transfer 488512 1.6154 691744 2.2875

16/09/2016 - Transfer -57000 0.1885 634744 2.0990

21/10/2016 - Transfer 246430 0.8149 881174 2.9139

18/11/2016 - Transfer -81597 0.2698 799577 2.6441

25/11/2016 - Transfer 10504 0.0347 810081 2.6788

02/12/2016 - Transfer 12040 0.0398 822121 2.7187

09/12/2016 - Transfer 11200 0.0370 833321 2.7557

16/12/2016 - Transfer 21975 0.0727 855296 2.8284

30/12/2016 - Transfer 19000 0.0628 874296 2.8912

06/01/2017 - Transfer -400000 1.3228 474296 1.5684

13/01/2017 - Transfer -11517 0.0381 462779 1.5304

20/01/2017 - Transfer -108301 0.3581 354478 1.1722

27/01/2017 - Transfer 88121 0.2914 442599 1.4636

03/02/2017 - Transfer 51085 0.1689 493684 1.6326

10/02/2017 - Transfer 32000 0.1058 525684 1.7384

17/02/2017 - Transfer 16650 0.0551 542334 1.7934

24/02/2017 - Transfer -495000 1.6369 47334 0.1565

03/03/2017 - Transfer 80821 0.2673 128155 0.4238

17/03/2017 - Transfer -3000 0.0099 125155 0.4139

24/03/2017 - Transfer 115800 0.3829 240955 0.7968

31/03/2017 - Transfer 2 0.0000 240957 0.7968

9 CHARAMSUKH IT MARKETING

4/1/2016 139995 0.4629

29/04/2016 - Transfer 3059 0.0101 143054 0.4731

27/05/2016 - Transfer -5000 0.0165 138054 0.4565

03/06/2016 - Transfer -3300 0.0109 134754 0.4456

10/06/2016 - Transfer -2000 0.0066 132754 0.4390

30/06/2016 - Transfer 2500 0.0083 135254 0.4473

15/07/2016 - Transfer -83 0.0003 135171 0.4470

05/08/2016 - Transfer 149236 0.4935 284407 0.9405

19/08/2016 - Transfer -20710 0.0685 263697 0.8720

09/09/2016 - Transfer -5535 0.0183 258162 0.8537

30/09/2016 - Transfer 155603 0.5146 413765 1.3683

28/10/2016 - Transfer -11680 0.0386 402085 1.3296

04/11/2016 - Transfer -9506 0.0314 392579 1.2982

11/11/2016 - Transfer -3010 0.0100 389569 1.2883

18/11/2016 - Transfer -6817 0.0225 382752 1.2657

25/11/2016 - Transfer -255543 0.8450 127209 0.4207

23/12/2016 - Transfer 119297 0.3945 246506 0.8152

30/12/2016 - Transfer 71883 0.2377 318389 1.0529

06/01/2017 - Transfer 85368 0.2823 403757 1.3352

13/01/2017 - Transfer -5500 0.0182 398257 1.3170

20/01/2017 - Transfer -37450 0.1238 360807 1.1931

03/02/2017 - Transfer -129216 0.4273 231591 0.7658

10/02/2017 - Transfer -69930 0.2313 161661 0.5346

10/03/2017 - Transfer 5000 0.0165 166661 0.5511

24/03/2017 - Transfer -5000 0.0165 161661 0.5346

3/31/2017 161661 0.5346 161661 0.5346

10 GREATSCOPE TRADERS PRIVATE LIMITED .

4/1/2016 15500 0.0513

13/05/2016 - Transfer 17500 0.0579 33000 0.1091

20/05/2016 - Transfer 15800 0.0522 48800 0.1614

27/05/2016 - Transfer -10000 0.0331 38800 0.1283

03/06/2016 - Transfer 20893 0.0691 59693 0.1974

10/06/2016 - Transfer 32330 0.1069 92023 0.3043

17/06/2016 - Transfer 389 0.0013 92412 0.3056

24/06/2016 - Transfer 8500 0.0281 100912 0.3337

08/07/2016 - Transfer 12800 0.0423 113712 0.3760

15/07/2016 - Transfer 56834 0.1879 170546 0.5640



35th


26/08/2016 - Transfer 10000 0.0331 180546 0.5970

09/09/2016 - Transfer 90499 0.2993 271045 0.8963

23/09/2016 - Transfer -180 0.0006 270865 0.8957

28/10/2016 - Transfer 31401 0.1038 302266 0.9996

04/11/2016 - Transfer 239 0.0008 302505 1.0003

11/11/2016 - Transfer 21955 0.0726 324460 1.0729

18/11/2016 - Transfer 15716 0.0520 340176 1.1249

02/12/2016 - Transfer -100010 0.3307 240166 0.7942

09/12/2016 - Transfer -50 0.0002 240116 0.7940

23/12/2016 - Transfer 7200 0.0238 247316 0.8178

03/02/2017 - Transfer -14750 0.0488 232566 0.7691

10/02/2017 - Transfer -37800 0.1250 194766 0.6441

17/02/2017 - Transfer 6000 0.0198 200766 0.6639

24/02/2017 - Transfer -50000 0.1653 150766 0.4986

17/03/2017 - Transfer -20000 0.0661 130766 0.4324

3/31/2017 130766 0.4324 130766 0.4324

11 GOLDENSIGHT COMMOTRADE PRIVATE LIMITED

4/1/2016 243001 0.8036

29/04/2016 - Transfer -130468 0.4314 112533 0.3721

06/05/2016 - Transfer 41550 0.1374 154083 0.5095

13/05/2016 - Transfer 18800 0.0622 172883 0.5717

20/05/2016 - Transfer 24642 0.0815 197525 0.6532

27/05/2016 - Transfer -167150 0.5527 30375 0.1004

03/06/2016 - Transfer 20668 0.0683 51043 0.1688

10/06/2016 - Transfer 54693 0.1809 105736 0.3497

17/06/2016 - Transfer 19300 0.0638 125036 0.4135

24/06/2016 - Transfer 46121 0.1525 171157 0.5660

30/06/2016 - Transfer 66487 0.2199 237644 0.7859

08/07/2016 - Transfer 53600 0.1772 291244 0.9631

15/07/2016 - Transfer 45340 0.1499 336584 1.1130

22/07/2016 - Transfer 45428 0.1502 382012 1.2633

29/07/2016 - Transfer 68000 0.2249 450012 1.4881

05/08/2016 - Transfer 35000 0.1157 485012 1.6039

12/08/2016 - Transfer 3500 0.0116 488512 1.6154

26/08/2016 - Transfer 4800 0.0159 493312 1.6313

02/09/2016 - Transfer -486012 1.6072 7300 0.0241

23/09/2016 - Transfer 27000 0.0893 34300 0.1134

21/10/2016 - Transfer 13195 0.0436 47495 0.1571

28/10/2016 - Transfer 1377 0.0046 48872 0.1616

18/11/2016 - Transfer 33000 0.1091 81872 0.2707

25/11/2016 - Transfer -36490 0.1207 45382 0.1501

02/12/2016 - Transfer 16947 0.0560 62329 0.2061

09/12/2016 - Transfer 14186 0.0469 76515 0.2530

16/12/2016 - Transfer 5000 0.0165 81515 0.2696

23/12/2016 - Transfer 17998 0.0595 99513 0.3291

30/12/2016 - Transfer -2000 0.0066 97513 0.3225

31/12/2016 - Transfer 4000 0.0132 101513 0.3357

06/01/2017 - Transfer 3080 0.0102 104593 0.3459

13/01/2017 - Transfer 1500 0.0050 106093 0.3508

20/01/2017 - Transfer 22000 0.0728 128093 0.4236

27/01/2017 - Transfer 8100 0.0268 136193 0.4504

03/02/2017 - Transfer 6800 0.0225 142993 0.4729

10/02/2017 - Transfer 5000 0.0165 147993 0.4894

24/02/2017 - Transfer 10800 0.0357 158793 0.5251

03/03/2017 - Transfer 34999 0.1157 193792 0.6408

10/03/2017 - Transfer 63800 0.2110 257592 0.8518

17/03/2017 - Transfer -149927 0.4958 107665 0.3560

24/03/2017 - Transfer 247621 0.8189 355286 1.1749

31/03/2017 - Transfer 323974 1.0713 679260 2.2462

12 VENERA PROPERTY PRIVATE LIMITED

4/1/2016 406628 1.3447

29/04/2016 - Transfer 66850 0.2211 473478 1.5657

06/05/2016 - Transfer -2900 0.0096 470578 1.5561

13/05/2016 - Transfer -6150 0.0203 464428 1.5358

20/05/2016 - Transfer -10000 0.0331 454428 1.5027

27/05/2016 - Transfer 21373 0.0707 475801 1.5734

03/06/2016 - Transfer 7957 0.0263 483758 1.5997

17/06/2016 - Transfer 4868 0.0161 488626 1.6158

24/06/2016 - Transfer 5685 0.0188 494311 1.6346

30/06/2016 - Transfer 35387 0.1170 529698 1.7516

15/07/2016 - Transfer 25033 0.0828 554731 1.8344

22/07/2016 - Transfer 9931 0.0328 564662 1.8673

29/07/2016 - Transfer 12287 0.0406 576949 1.9079

05/08/2016 - Transfer 79967 0.2644 656916 2.1723

12/08/2016 - Transfer 50479 0.1669 707395 2.3393

19/08/2016 - Transfer -13102 0.0433 694293 2.2959

26/08/2016 - Transfer 3 0.0000 694296 2.2960

02/09/2016 - Transfer 11820 0.0391 706116 2.3350

23/09/2016 - Transfer 5342 0.0177 711458 2.3527

30/09/2016 - Transfer 20825 0.0689 732283 2.4216

07/10/2016 - Transfer 17047 0.0564 749330 2.4779



35th


21/10/2016 - Transfer 15 0.0000 749345 2.4780

28/10/2016 - Transfer 3326 0.0110 752671 2.4890

04/11/2016 - Transfer 3700 0.0122 756371 2.5012

18/11/2016 - Transfer -10000 0.0331 746371 2.4682

25/11/2016 - Transfer -14962 0.0495 731409 2.4187

02/12/2016 - Transfer -2637 0.0087 728772 2.4100

30/12/2016 - Transfer -12870 0.0426 715902 2.3674

06/01/2017 - Transfer -13994 0.0463 701908 2.3211

27/01/2017 - Transfer 3060 0.0101 704968 2.3312

03/02/2017 - Transfer -4227 0.0140 700741 2.3173

10/02/2017 - Transfer -166659 0.5511 534082 1.7661

17/02/2017 - Transfer -43966 0.1454 490116 1.6208

24/02/2017 - Transfer 37026 0.1224 527142 1.7432

03/03/2017 - Transfer 12600 0.0417 539742 1.7849

10/03/2017 - Transfer -46388 0.1534 493354 1.6315

24/03/2017 - Transfer 71178 0.2354 564532 1.8668

31/03/2017 - Transfer 3500 0.0116 568032 1.8784

13 PINCERS COMMODITIES PRIVATE LIMITED #

4/1/2016 471744 1.5600

06/05/2016 - Transfer -352000 1.1640 119744 0.3960

3/31/2017 119744 0.3960 119744 0.3960

14 ASHISH JASWANTRAI MEHTA #

4/1/2016 300000 0.9921

07/10/2016 - Transfer -20000 0.0661 280000 0.9259

14/10/2016 - Transfer -75000 0.2480 205000 0.6779

21/10/2016 - Transfer -39500 0.1306 165500 0.5473

28/10/2016 - Transfer -42000 0.1389 123500 0.4084

18/11/2016 - Transfer -48000 0.1587 75500 0.2497

25/11/2016 - Transfer -16000 0.0529 59500 0.1968

03/03/2017 - Transfer -59500 0.1968 0 0.0000

3/31/2017 0 0.0000 0 0.0000

15 JUGAL KISHORE GARG #

4/1/2016 200000 0.6614

3/31/2017 200000 0.6614 200000 0.6614

16 REALSTEP AGENCIES

4/1/2016 274678 0.9083

29/04/2016 - Transfer -99030 0.3275 175648 0.5808

06/05/2016 - Transfer 4699 0.0155 180347 0.5964

13/05/2016 - Transfer 6995 0.0231 187342 0.6195

20/05/2016 - Transfer 20665 0.0683 208007 0.6879

27/05/2016 - Transfer 26745 0.0884 234752 0.7763

03/06/2016 - Transfer 33417 0.1105 268169 0.8868

10/06/2016 - Transfer 42418 0.1403 310587 1.0271

17/06/2016 - Transfer 47603 0.1574 358190 1.1845

24/06/2016 - Transfer 70051 0.2317 428241 1.4161

30/06/2016 - Transfer 15550 0.0514 443791 1.4676

08/07/2016 - Transfer 29914 0.0989 473705 1.5665

15/07/2016 - Transfer 23276 0.0770 496981 1.6435

22/07/2016 - Transfer 18864 0.0624 515845 1.7058

29/07/2016 - Transfer 31300 0.1035 547145 1.8093

05/08/2016 - Transfer 167860 0.5551 715005 2.3644

12/08/2016 - Transfer 56551 0.1870 771556 2.5514

19/08/2016 - Transfer 13435 0.0444 784991 2.5959

26/08/2016 - Transfer -2613 0.0086 782378 2.5872

02/09/2016 - Transfer -233624 0.7726 548754 1.8147

09/09/2016 - Transfer -1822 0.0060 546932 1.8086

16/09/2016 - Transfer -598 0.0020 546334 1.8067

23/09/2016 - Transfer 11260 0.0372 557594 1.8439

30/09/2016 - Transfer -105300 0.3482 452294 1.4957

14/10/2016 - Transfer 16978 0.0561 469272 1.5518

21/10/2016 - Transfer 24000 0.0794 493272 1.6312

28/10/2016 - Transfer -1355 0.0045 491917 1.6267

04/11/2016 - Transfer -3285 0.0109 488632 1.6158

11/11/2016 - Transfer 34404 0.1138 523036 1.7296

18/11/2016 - Transfer -10318 0.0341 512718 1.6955

25/11/2016 - Transfer -47551 0.1572 465167 1.5383

02/12/2016 - Transfer 56837 0.1880 522004 1.7262

23/12/2016 - Transfer 154989 0.5125 676993 2.2387

30/12/2016 - Transfer -210 0.0007 676783 2.2380

06/01/2017 - Transfer -50200 0.1660 626583 2.0720

13/01/2017 - Transfer -21780 0.0720 604803 2.0000

20/01/2017 - Transfer -34965 0.1156 569838 1.8844

27/01/2017 - Transfer -13403 0.0443 556435 1.8401

03/02/2017 - Transfer 10757 0.0356 567192 1.8756

10/02/2017 - Transfer -86908 0.2874 480284 1.5882

17/02/2017 - Transfer -68509 0.2266 411775 1.3617

24/02/2017 - Transfer 5000 0.0165 416775 1.3782

03/03/2017 - Transfer 31208 0.1032 447983 1.4814

10/03/2017 - Transfer 14000 0.0463 461983 1.5277



35th


17/03/2017 - Transfer 3000 0.0099 464983 1.5376

24/03/2017 - Transfer 52002 0.1720 516985 1.7096

31/03/2017 - Transfer 533156 1.7631 1050141 3.4727

17 ARVIND KHANNA

4/1/2016 200000 0.6614

3/31/2017 200000 0.6614 200000 0.6614

18 SHREYANS LOGISTICS PRIVATE LIMITED *

4/1/2016 0 0.0000

17/02/2017 - Transfer 631235 2.0874 631235 2.0874

24/02/2017 - Transfer 120000 0.3968 751235 2.4842

10/03/2017 - Transfer 18500 0.0612 769735 2.5454

31/03/2017 - Transfer 485350 1.6050 1255085 4.1504

19 RITESH AGARWAL

4/1/2016 200000 0.6614

3/31/2017 200000 0.6614 200000 0.6614

20 SANJAY CHHABRA #

4/1/2016 258000 0.8532

20/05/2016 - Transfer -2000 0.0066 256000 0.8466

27/05/2016 - Transfer -2000 0.0066 254000 0.8399

16/09/2016 - Transfer -2000 0.0066 252000 0.8333

24/02/2017 - Transfer -10000 0.0331 242000 0.8003

03/03/2017 - Transfer -20000 0.0661 222000 0.7341

10/03/2017 - Transfer -14000 0.0463 208000 0.6878

3/31/2017 208000 0.6878 208000 0.6878

21 SURESHAM DEALERS PRIVATE LIMITED *

4/1/2016 0 0.0000

20/05/2016 - Transfer 135000 0.4464 135000 0.4464

08/07/2016 - Transfer 650 0.0021 135650 0.4486

26/08/2016 - Transfer -26447 0.0875 109203 0.3611

02/09/2016 - Transfer -5000 0.0165 104203 0.3446

09/09/2016 - Transfer 500 0.0017 104703 0.3462

06/01/2017 - Transfer 300000 0.9921 404703 1.3383

13/01/2017 - Transfer -10900 0.0360 393803 1.3023

17/03/2017 - Transfer -125000 0.4134 268803 0.8889

3/31/2017 268803 0.8889 268803 0.8889

22 S N SRINIVASAN

4/1/2016 400000 1.3228

3/31/2017 400000 1.3228 400000 1.3228

23 SIDDARTH GUPTA

4/1/2016 800000 2.6455

05/08/2016 - Transfer -1500 0.0050 798500 2.6405

12/08/2016 - Transfer -28600 0.0946 769900 2.5460

19/08/2016 - Transfer -30500 0.1009 739400 2.4451

26/08/2016 - Transfer -41000 0.1356 698400 2.3095

02/09/2016 - Transfer -40162 0.1328 658238 2.1767

09/09/2016 - Transfer -35000 0.1157 623238 2.0610

16/09/2016 - Transfer -9215 0.0305 614023 2.0305

30/09/2016 - Transfer -6500 0.0215 607523 2.0090

07/10/2016 - Transfer 2500 0.0083 610023 2.0173

14/10/2016 - Transfer 4000 0.0132 614023 2.0305

21/10/2016 - Transfer -14000 0.0463 600023 1.9842

28/10/2016 - Transfer -20100 0.0665 579923 1.9177

04/11/2016 - Transfer -9000 0.0298 570923 1.8880

11/11/2016 - Transfer -20000 0.0661 550923 1.8218

18/11/2016 - Transfer -26000 0.0860 524923 1.7359

25/11/2016 - Transfer -9000 0.0298 515923 1.7061

09/12/2016 - Transfer -10100 0.0334 505823 1.6727

16/12/2016 - Transfer 400 0.0013 506223 1.6740

23/12/2016 - Transfer 500 0.0017 506723 1.6757

30/12/2016 - Transfer -1000 0.0033 505723 1.6724

06/01/2017 - Transfer -5300 0.0175 500423 1.6548

13/01/2017 - Transfer -200 0.0007 500223 1.6542

20/01/2017 - Transfer -22800 0.0754 477423 1.5788

27/01/2017 - Transfer 800 0.0026 478223 1.5814

3/31/2017 478223 1.5814 478223 1.5814

24 AMIT SARAOGI *

4/1/2016 0 0.0000

24/02/2017 - Transfer 6 0.0000 6 0.0000

03/03/2017 - Transfer 8000 0.0265 8006 0.0265

17/03/2017 - Transfer 10000 0.0331 18006 0.0595

24/03/2017 - Transfer 40000 0.1323 58006 0.1918

31/03/2017 - Transfer 232994 0.7705 291000 0.9623

25 BIMALKUMAR NATVARLAL PATEL *

4/1/2016 0 0.0000



35th


20/01/2017 - Transfer 285000 0.9425 285000 0.9425

27/01/2017 - Transfer -5000 0.0165 280000 0.9259

03/02/2017 - Transfer -4225 0.0140 275775 0.9120

10/02/2017 - Transfer -2000 0.0066 273775 0.9053

10/03/2017 - Transfer -5000 0.0165 268775 0.8888

17/03/2017 - Transfer -4000 0.0132 264775 0.8756

24/03/2017 - Transfer -25002 0.0827 239773 0.7929

31/03/2017 - Transfer 69193 0.2288 308966 1.0217

* Not in the list of Top 10 shareholders as on 01/04/2016 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2017.

# Ceased to be in the list of Top 10 shareholders as on 31/03/2017. The same is reflected above

since the shareholder was one of the Top 10 shareholders as on 01/04/2016.

v. Shareholding of Directors and Key Managerial Personnel

Sl No Name

Shareholding at the beginning

[01/Apr/16]/end of the year [31/Mar/17]

Cumulative Shareholding

during the year

[01/Apr/16 to 31/Mar/17]

No. of shares

% of total shares


% of total shares

of the company

1 MONORANJAN ROY

4/1/2016 1049036 3.4690

06/05/2016 - Transfer 352000 1.1640 1401036 4.6331

20/05/2016 - Transfer -200000 0.6614 1201036 3.9717

30/06/2016 - Transfer 190529 0.6301 1391565 4.6017

08/07/2016 - Transfer 30000 0.0992 1421565 4.7009

15/07/2016 - Transfer 70690 0.2338 1492255 4.9347

22/07/2016 - Transfer 14016 0.0463 1506271 4.9811

29/07/2016 - Transfer 21823 0.0722 1528094 5.0532

12/08/2016 - Transfer 7337 0.0243 1535431 5.0775

02/09/2016 - Transfer 54289 0.1795 1589720 5.2570

18/11/2016 - Transfer 81097 0.2682 1670817 5.5252

25/11/2016 - Transfer 494674 1.6358 2165491 7.1610

30/12/2016 - Transfer -25673 0.0849 2139818 7.0761

24/02/2017 - Transfer 743387 2.4583 2883205 9.5344

03/03/2017 - Transfer 111485 0.3687 2994690 9.9031

3/31/2017 2994690 9.9031 2994690 9.9031

V. INDEBTEDNESS

IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnotdueforpayment (In Rupees)

Secured Loans

excluding deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the financial year

* Net Change - - - -

Indebtedness at the end of the financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager (In Rupees)

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Monoranjan Roy

Whole Time

Director

Partho Basu

Executive Director &

CFO

Subrata Basu

Executive

Director

1

Gross salary

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

1,200,000.00 600,000.00 600,000.00 2,400,000.00

(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) 1,200,000.00 600,000.00 600,000.00 2,400,000.00

Ceiling as per the Act

Rs. 0.59 Cr (being 10% of the net profits of the Company calculated as per Section 198 of the

Companies Act, 2013)



35th


B. Remuneration to Others Directors and/or Manager (In Rupees)

SN. Particulars of Remuneration Name of Directors Total Amount

Sumit Soni Richa Shukla Sajal Das

1 Independent Directors

Fee for attending board & committee meetings 83,000.00 83,000.00 54,000.00 220,000.00

Commission - - - -

Others, please specify - - - -

Total (1) 83,000.00 83,000.00 54,000.00 220,000.00

2 Other Non-Executive Directors - - - -

Fee for attending board committee meetings - - - -

Commission - - - -

Others, please specify - - - -

Total (2) - - - -

Total (B)=(1+2) 83,000.00 83,000.00 54,000.00 220,000.00

Total Managerial Remuneration (A+B)

2,620,000.00

Overall Ceiling as per the Act

Rs.0.06 Cr (being 1% of the net profits of the Company

calculated as per Section 198 of the Companies Act, 2013).

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD (In Rupees)

SN Particulars of Remuneration

Key Managerial Personnel

Rozy

Jain

Company

Secretary1

Niraj

Kumar

Company

Secretary2

Total

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 385,000.00 - 385,000.00

(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 - - -

4 Commission - - -

- as % of profit - - -

others, specify… - - -

5 Others, please specify - - -

Total 385,000.00 - 385,000.00

Note :

1. Rozy Jain joined the company on 26.04.2016 & resigned on 27.03.2017

2. Niraj Kumar joined the company on 27.03.2017

VII. Penalties/Punishment/Compounding of the Offences

Type Section of the

Companies Act

Brief

Description

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 2016-17.

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy

Whole-Time Director

(DIN: 02275811)



35th


CERTIFICATE UNDER REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we Whole-Time Director and Chief Financial Officer of the Company 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 Company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations. 2. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the year which

are fraudulent, illegal or violative of the Company’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 Company 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.

Place: Kolkata

Date: 08.08.2017

Sd/-

Partho Basu

Executive Director & CFO

(DIN: 07493399)

Sd/-

Monoranjan Roy


DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT

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 2016-17

Place: Kolkata

Date: 08.08.2017


Sd/-

Monoranjan Roy




35th


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To TheMembers, PINCON LIFESTYLE LIMITED We have examined the compliance of conditions of Corporate Governance by Pincon Spirit Limited, for the year ended on March 31, 2017, as stipulated in Regulation 17 to 27, clause (b) to (i) of Regulation 46(2) and paragraph C, D, E of Schedule V of The Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations, 2015 (collectively referred to as “SEBI Listing Regulations, 2015). 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 theSEBI Listing Regulations, 2015. 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.

Place: Kolkata

Date: 08.08.2017

For S.K.SIRCAR & Co

Chartered Accountants

Firm Registration No. 3380116E

Sd/-

Swapan Kumar Sircar

Proprietor

Membership No.:014295



35th


INDEPENDENT AUDITORS’ REPORT

To

THE MEMBERS OF



Report on the Financial Statements

1. We have audited the accompanying financial statements of the M/s PINCON LIFESTYLE LIMITED(Formerly MODI UDYOG LIMITED)

(“the Company”), which comprise the Balance Sheet as at March 31,2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. The 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 financial statements to 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 of 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.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. 4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and

matters which are required to be included in the audit report. 5. We have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and

other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements 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 misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 designing audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the 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.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.

Opinion

8. In 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, 2017, audits & cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2016, 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 B a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. 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 Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid 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, 2017 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in Annexure A.



35th


g. With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies(Audit

and Auditors)Rules, 2014,in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. There is no pending litigation which has an impact on the financial position of the company in its financial

statements as at March 31, 2017;

ii. The Company did not have any long-term contracts including derivative contracts as at March 31, 2017;

iii. The Company is not required to transfer any amount to the Investor Education and Protection Fund during the year ended March 31, 2017;

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note 23.

Place: Kolkata

Date: May 29, 2017

For S.K. Sircar & Co.



Sd/-

Swapan Kumar Sircar

Proprietor




35th


ANNEXURE A


Referred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of the M/s PINCON LIFESTYLE LIMITED

(Formerly MODI UDYOG LIMITED) on the financial statements for the year ended March 31, 2017. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of the M/s PINCON LIFESTYLE LIMITED (Formerly MODI

UDYOG LIMITED) (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system

over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

iii. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the

Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Place: Kolkata

Date: May 29, 2017




Sd/-

Swapan Kumar Sircar

Proprietor




35th


ANNEXURE B


Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of the M/s PINCON LIFESTYLE LIMITED

(Formerly MODI UDYOG LIMITED) on the financial statements as of and for the year ended March 31, 2017 1.

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

b. The fixed assets are physically verified by the Management according to a phased programme designed to cover all the

items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, apportion of the fixed assets has been physically verified by the Management during they are and no material discrepancies have been noticed on such verification.

c. The title deeds of immovable properties, as disclosed in Note 7on fixed assets to the financial statements, are held in the

name of the Company. 2. The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the

Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

3. The Company has not granted any secured / unsecured loans to firms / Limited Liability Partnerships/ Other parties covered in the

register maintained under Section 189 of the Act. 4. In our opinion, and according to the information and explanations given to us, the company has complied with the provisions of

Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

5. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the

Rules framed there under to the extent notified. 6. Pursuant to the rules made by the Central Government of India, the Company is not required to maintain cost records as specified

under Section 148(1) of the Act in respect of its products. 7. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the

company is generally regular in depositing undisputed statutory dues in respect of service tax and value added tax, including provident fund, employees’ state insurance, sales tax, income tax, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.

8. According to the records of the Company examined by us and the information and explanation given to us, the Company has

not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

9. In our opinion, and according to the information and explanations given to us, the company has not raised any money by way of

initial public offer or further public offer (including debt instruments). However, the term loan raised during the year has been applied for the purposes for which they were obtained.

10. During the course of our examination of the books and records of the Company, carried out in accordance with the generally

accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

11. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the

provisions of Section 197 read with Schedule V to the Act. 12. As the Company is not a Nidhi Company and the Nidhi Rules, 2014are not applicable to it, the provisions of Clause 3 (xii) of the

Order are not applicable to the Company. 13. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the

Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

14. The Company hadn’t made any preferential allotment/private placement of shares during the previous year under review, in

compliance with the requirements of Section 42 of the Act.



35th


15. The Company has not entered into any cash / non cash transactions with its directors or persons connected with him. Accordingly,

the provisions of Clause 3(xv) of the Order are not applicable to the Company. 16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the

provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Place: Kolkata

Date: May 29, 2017




Sd/-

Swapan Kumar Sircar

Proprietor




35th




35th




Audited Balance Sheet as at 31.03.2017

(In Rupees)

PARTICULARS Note No. As at As at

31.03.2017 31.03.2016

EQUITY AND LIABILITIES

Shareholder's Funds

Share Capital 2 302,400,000 302,400,000 Reserves and Surplus 3 71,327,754 11,985,402

Non-Current Liabilities

Deferred Tax Liabilities 4 12,913 - Current Liabilities

Trade Payables 5 33,189,658 59,341,679 Other Current Liabilities 6 39,461,757 8,226,250

TOTAL 446,392,082 381,953,331

ASSETS

Non-Current Assets

Tangible Assets 7 6,805,018 194,059 Other Non- Current Assets 8 1,093,247 1,639,870

Current Assets

Inventories 9 109,862,000 120,035,956 Trade Receivables 10 228,474,996 136,736,878 Cash and Cash Equivalents 11 2,665,558 2,506,243 Other Current Assets 12 97,491,263 120,840,325

TOTAL 446,392,082 381,953,331

SIGNIFICANT ACCOUNTING POLICES 1

The accompanying notes form an integral part of the financial statements As per our report of even date attached For and on behalf of the Board

For S.K.SIRCAR & CO.

Chartered Accountants Sd/-

Firm Registration No. 308116E Monoranjan Roy

Whole Time Director

Sd/- (DIN: 02275811)

Swapan Kumar Sircar

Proprietor Sd/-

Membership No.:014295 Partho Basu

Director & CFO

(DIN: 07493399)

Sd/-

Place: Kolkata Niraj Kumar

Date: 29.05.2017 Company Secretary



35th




Audited Statement of Profit and Loss Account for the year ended 31.03.2017

(In Rupees)

PARTICULARS Note

No.

For the For the

Year Ended Year Ended

31.03.2017 31.03.2016

Income

Revenue from Operations 13 3,213,221,998 861,826,021 Other Income 14 - 1,450,000

Total Revenue (A) 3,213,221,998 863,276,021

Expenses:

Purchases 15 2,989,391,121 904,768,543 Changes In Inventories 16 10,173,956 (117,403,172) Employee Benefit Expenses 17 4,436,200 2,988,000 Administrative & General Expenses 18 109,798,252 50,816,594 Financial Expenses 19 8,650,782 139,521 Depreciation 7 292,844 7,971 Miscellaneous Expenses 20 546,623 546,623

Total Expenses (B) 3,123,289,778 841,864,080

Profit before Tax (A-B)=C 89,932,220 21,411,941

Tax Expense:

(1) Current tax 30,576,955 6,616,410 (2) Deferred Tax Liability/(Assets) 12,913 -

Profit/ (Loss) for the Period 59,342,352 14,795,531

Earnings per equity share of face value of Rs.10 each (In Rs)

Basic & Diluted 21 1.96 0.49 SIGNIFICANT ACCOUNTING POLICES 1

The accompanying notes form an integral part of the financial statements As per our report of even date attached For and on behalf of the Board




Whole Time Director

Sd/- (DIN: 02275811)

Swapan Kumar Sircar

Proprietor Sd/-


Director & CFO

(DIN: 07493399)

Sd/-





35th



(Formerly MODI UDYOG LIMITYED)

Cash Flow Statement for the year ended 31.03.2017

(In Rupees)

PARTICULARS

Amount Amount

2016-17 2015-16

Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before tax 89,932,220 21,411,941

Adjustments for:

Depreciation 292,844 7,971 Interest Paid (8,650,782) (139,521) Miscellaneous expenses 546,623 546,623

Operating Profit before Working capital changes 82,120,905 21,827,014

Adjustments for:

(Increase)/ Decrease in Inventories 10,173,956 (117,403,172) (Increase)/ Decrease in Account Receivables (91,738,118) (126,989,216) Increase/ (Decrease) in Other current Assets 23,349,062 (120,745,278) Increase/ (Decrease) in Account Payables (26,152,021) 59,341,679 Increase/ (Decrease) in Other current Liabilities 31,235,507 7,616,420

Cash Generated from Operations 28,989,291 (276,352,553)

Income tax (30,576,955) (6,616,410)

Net Cash from Operating Activities (1,587,664) (282,968,963)

B. CASH FLOW FROM FINANCING ACTIVITIES:

Purchase of Fixed Assets (6,903,803) (202,030) Sale of Investment - 285,378,400

Net Cash from Investing Activities (6,903,803) 285,176,370

C. CASH FLOW FROM FINANCING ACTIVITIES:

Interest Paid 8,650,782 139,521

Net Cash from Financing Activities 8,650,782 139,521

Net Increase/(Decrease) in Cash and Cash equivalents 159,315 2,346,928

Cash and Cash equivalents at the beginning of the year (Opening Balance) 2,506,243 159,315 Cash and Cash equivalents at the end of the year (Closing Balance) 2,665,558 2,506,243

As per our report of even date attached For and on behalf of the Board




Whole Time Director

Sd/- (DIN: 02275811)

Swapan Kumar Sircar

Proprietor Sd/-


Director & CFO

(DIN: 07493399)

Sd/-





35th


NOTES FORMING PART OF THE AUDITED FINANCIAL STATEMENTS

NOTE # 1

A. CORPORATE INFORMATION

Pincon Lifestyle Limited (Formerly Modi Udyog Limited) (referred to as “PLL” or “the Company”) (CIN: L51226WB1982PLC035312) 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 & Metropolitan Stock Exchange of India Limited. The company is engaging in the business of Wholesale Trading of Textile, Trading of Fast Moving Consumer Goods & Agriculture Commodities 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. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the Accounting Standards notified under Section 211 (3C)[Companies (Accounting Standards) Rules, 2006, as amended] and other 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 Rupee, rounded off to the nearest Rupee. All assets and liabilities have been classified as current or noncurrent as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of the products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, The Company has ascertained its operating cycle as 12 months for the purpose of Current – noncurrent classification of assets & liabilities. b. Assets

Tangible Assets

i. Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment loss, if any.

ii. The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended

use.

iii. Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of the tangible assets.

iv. Expenditure relating to Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.

Intangible Assets

Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any. Internally generate 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. Amortisations of Intangible Assets are done on a straight-line basis over the estimated useful economic life. c. 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. d. Borrowing Costs

Borrowing costs consist of interest and other ancillary costs that an entity incurs in connection with borrowing of fund, Ancillary Cost incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing. e. 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. f. 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. g. Inventories

Items of inventories are measured at lower of cost and net r ealisable value after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing over heads incurred in bringing them to their respective present location and condition. h. Foreign Currency Transactions

The Company has foreign currency transactions during the period under review.



35th


i. 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). j. Other Income

Interest: interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable Dividend: Dividend income, if any, is recognised when right to receive payment is established.

k. Employee Benefits

There is no employee who is in receipt of remuneration in excess of the limits specified. l. 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. m. 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. n. 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. o. 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. p. Provisions and Contingent Liabilities

Provision: 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. Contingent Liabilities: 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. q. 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 31.03.2017 is not ascertainable. r. Segment Reporting

Identification of segments

The Company`s operating businesses are organised and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products and serves different markets. The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been considered. Inter-segment transfers

The Company accounts for intersegment sales and transfers at cost. Unallocated items

Unallocated items including general corporate income and expense items which are not allocable to any business segment. Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole s. Use of Estimates

The preparation of the Financial Statements is 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.



35th




Notes forming part of the Financial Statements

In Rupees.

PARTICULARS As at 31.03.2017 As at 31.03.2016

No. Amount (Rs.) No. Amount (Rs.)

NOTE # 2

Share Capital

Authorised Capital

Equity Shares of Rs 10/- each 30,250,000 302,500,000 30,250,000 302,500,000

30,250,000 302,500,000 30,250,000 302,500,000

Issued, Subscribed and Paid up

Equity Shares of Rs 10/- each 30,240,000 302,400,000 30,240,000 302,400,000

30,240,000 302,400,000 30,240,000 302,400,000

a) Reconciliation of number of Shares

EQUITY SHARES As at 31.03.2017 As at 31.03.2016


Opening Balance 30,240,000 302,400,000 30,240,000 302,400,000

Closing Balance 30,240,000 302,400,000 30,240,000 302,400,000

b) Rights and restriction attached to Shares

The Company has one class of equity shares having a par value of Rs.10.00 each. Each shareholder is eligible for one vote per share held. The company has not declared any dividends during the current and previous year.

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 :

d) Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2017)

The Company has not allotted any bonus shares during last 5 years preceding to March 31, 2017.

e) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

EQUITY SHARES

As at 31.03.2017 As at 31.03.2016


Mr. Monoranjan Roy 9.9 % (P.Y: 3.47 %) 2,994,690 29,946,900 1,049,036 10,490,360.00

2,994,690 29,946,900 1,049,036 10,490,360.00



35th





(In Rupees)

PARTICULARS As at As at

31.03.2017 31.03.2016

Notes # 3

Reserves and Surplus

a) Surplus in the Statement of Profit & Loss

Opening Balance 11,985,402 (2,810,129) Add: Profit for the Year 59,342,352 14,795,531

71,327,754 11,985,402

NOTE # 4

Deferred Tax

Deferred Tax 12,913 -

12,913 -

NOTE # 5

Trade Payables

- Textile 33,189,658 57,345,624 - FMCG - 1,996,055

33,189,658 59,341,679

NOTE # 6 Other Current Liabilities

Dues For expenses 1,832,116 1,251,430 Audit Fees payable 50,000 35,000 TDS Payable 111,666 48,800 Provision for tax 37,467,975 6,891,020

39,461,757 8,226,250

NOTE # 8

Other Non- Current Assets

Deferred Revenue Expenditure 1,093,247 1,639,870

1,093,247 1,639,870

NOTE # 9

Inventories

Stock In Trade 109,862,000 120,035,956

109,862,000 120,035,956

NOTE # 10

Current Assets

Trade Receivable

- Textile 152,532,812 129,593,618 - FMCG 59,190,078 7,143,260 - Agriculture 16,752,106

228,474,996 136,736,878

NOTE # 11

Cash and Cash Equivalents

Balance with Bank 243,086 114,661 Cash in Hand 2,422,472 2,391,582

2,665,558 2,506,243

NOTE # 12

Other Current Assets

Others Currents Assets 97,491,263 120,840,325

97,491,263 120,840,325



35th




NOTE # 7

Tangible Assets as on 31.03.2017

(In Rupees)

PARTICULARS GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

01.04.2016 Additions 31.03.2017 01.04.2016 For the year 31.03.2017 31.03.2017 31.03.2016

Electrical Fittings 31,900 105,960 137,860 769 15,094 15,863 121,997 31,131 Furniture & Fixtures 106,255 545,966 652,221 2,652 96,531 99,183 553,038 103,603 Computer 63,875 319,375 383,250 4,550 97,724 102,274 280,976 59,325 Plant & Machinery 1,870,820 1,870,820 - 83,495 83,495 1,787,325 - Land - 4,061,682 4,061,682 - - 4,061,682 -

TOTAL 202,030 6,903,803 7,105,833 7,971 292,844 300,815 6,805,018 194,059

NOTE # 7

Tangible Assets as on 31.03.2016

PARTICULARS GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

01.04.2015 Additions 31.03.2016 01.04.2015 For the year 31.03.2016 31.03.2016 31.03.2015

Electrical Fittings 31,900 - 31,900 - 769 769 31,131 - Furniture & Fixtures 106,255 - 106,255 - 2,652 2,652 103,603 - Computer 63,875 - 63,875 - 4,550 4,550 59,325 -

TOTAL 202,030 - 202,030 - 7,971 7,971 194,059 -



35th





(In Rupees)

PARTICULARS For the For the


31.03.2017 31.03.2016

NOTE # 13

Revenue From Operations

Textile 2,346,164,193 597,818,406 FMCG - Domestic 780,456,475 84,264,315 Agriculture commodities 86,601,330 179,743,300

3,213,221,998 861,826,021

NOTE # 14

Other Incomes

Profit From Sale of Investments -- 1,450,000

-- 1,450,000

NOTE # 15

Purchases

Textile 2,202,586,363 642,806,638 FMCG - Domestic 702,801,468 85,546,905 Agriculture commodities 84,003,290 176,415,000

2,989,391,121 904,768,543

NOTE # 16

Change in Inventories

Textile

Opening Stock of Finished Goods 89,208,337 2,632,784 Closing Stock of Finished Goods 109,862,000 89,208,337

(A) (20,653,663) (86,575,553)

FMCG

Opening Stock of Finished Goods 30,827,619 - Closing Stock of Finished Goods - 30,827,619

(B) 30,827,619 (30,827,619)

Total= A+B 10,173,956 (117,403,172)

NOTE # 17

Employee Benefit Expenses

Salaries and Wages 4,436,200 2,988,000

4,436,200 2,988,000

NOTE # 18

Administrative & General Expenses

Other Direct Expenses 65,659,034 16,335,048 Business Promotion 20,354,856 18,569,440 Postage & Telephone 752,582 663,115 Organisational expense 9,733,452 8,223,722 Printing & Stationery 1,940,175 1,600,153 Rent 360,000 203,150 Travelling & Conveyance 2,577,938 2,241,686 Auditors' Remuneration 50,000 45,000 Consultancy Charges 458,000 125,000 Carriage 3,942,997 1,254,780 Others Expenses- Translation Loss 1,349,218 - Director Remuneration 2,400,000 1,555,500 Director Sitting Fees 220,000 -

109,798,252 50,816,594



35th





(In Rupees)

PARTICULARS

For the For the


31.03.2017 31.03.2016

NOTE # 19

Financial Expenses

Bank Interest 8,650,782 139,521

8,650,782 139,521

NOTE # 20

Miscellaneous

Written off 546,623 546,623

546,623 546,623

NOTE # 21 Earnings per Share i. Basic • Number of Equity Shares at the being of the Year 30,240,000 30,240,000 • Number of Equity Shares at the end of the Year 30,240,000 30,240,000 • Weighted average number of Equity Shares Outstanding during the Year (A) 30,240,000 30,240,000 • Nominal value of each Equity Share(Rs.) 10.00 10.00 • Earnings per Share (Basic) 1.96 0.49

ii. Diluted • Weighted average number of Equity Shares Outstanding during the Year (A) 30,240,000 30,240,000 • Earnings per share (Diluted) 1.96 0.49

Note # 22

Related Party Disclosures

a) Name of the related parties where control exists:

Associates Companies PINCON SPIRIT LIMITED

PAUL DISTRIBUTORS PRIVATE LIMITED

PRIYA LABORATORIES PRIVATE LIMITED

YOURS LABORATORIES PRIVATE LIMITED

ORBITOL SOLUTIONS PTE LTD (SINGAPORE)

BHATTACHARYA BOTTLING PLANT PRIVATE LIMITED

PRASHANT IMPEX PRIVATE LIMITED

b) Name of the Other Related Parties

Key Management Personnel Mr. Monoranjan Roy (Whole Time Director)

Mr. Partho Basu (Director & CFO)

Mr. Subrata Basu (Director)

c) Aggregate Related Parties Disclosures: (In Rupees)

Key Management Personnel 2016-17 2015-16

Remuneration

• Mr. Monoranjan Roy (Whole Time Director) 1,200,000 383,500

• Mr. Partho Basu (Director & CFO) 600,000 --

• Mr. Subrata Basu (Director) 600,000 --

Note # 23

DISCLOSURE OF SBN DURING DEMONITISATION PERIOD

The details of Specified Bank Notes (SBN) held and transacted during the period 8th November 2016 to 30thDecember 2016 are provided in the table below:

In Rupees

SBNs** Other Denomination Notes Total

Closing cash in hand as on 8th November 2016 12152380 3730080 1588246

(+) Permitted receipts -- 10189650 10189650

(-) Permitted payments -- 12075110 12075110

(-) Amount deposited in Banks 12152380 1844620 13997000

(+) Amount withdrawn from bank -- 13250000 13250000

Closing cash in hand as on 30th December 2016 -- 747000 747000

* Amount is below the rounding off norm adopted by the Company. ** Specified Bank Notes (SBNs) mean the bank notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees as defined under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs no S.O.3407(E), dated the 8th November, 2016.



35th


NOTE # 24

Audited Segment-Wise Revenue, Results and Capital Employed

SL.NO PARTICULARS

Year Ended

Audited

31-Mar-17 31-Mar-16

1 Segment Revenue

a) Textile 2,346,164,193 597,818,406 b) FMCG 780,456,475 84,264,315 c) Agricultural Commodities 86,601,330 179,743,300

Gross Income from Operations 3,213,221,998 861,826,021

2 Segment Results

a) Textile 78,881,303 13,944,014 b) FMCG 18,435,467 1,965,143 c) Agricultural Commodities 1,266,232 4,192,305

Total 98,583,002 20,101,462

Less: Other un-allocable expenditure i) Interest 8,650,782 139,521

Add: i) Other un-allocable income 1,450,000

Profit Before Tax 89,932,220 21,411,941

Tax Expenses 30,589,868 6,616,410

Profit After Tax 59,342,352 14,795,531

3 Capital Employed

a) Textile 272,082,582 216,940,578 b) FMCG 90,508,846 30,578,432 c) Agricultural Commodities 10,043,079 65,226,522

Total Segment Capital Employed 372,634,507 312,745,532

Assets

a) Textile 262,394,812 218,801,955 b) FMCG 59,190,078 37,970,879 c) Agricultural Commodities 16,752,106 - d) Unallocated Corporate Assets 108,055,086 125,180,497

Total Assets 446,392,082 381,953,331

Liabilities

a) Textile 33,189,658 57,345,624 b) FMCG - 1,996,055 c) Agricultural Commodities - - d) Unallocated Corporate Liabilities 40,567,917 9,866,120

Total Liabilities 73,757,575 69,207,799

Note # 25

Previous Year’s figures have been regrouped or rearranged where considered necessary.



35th


Book Post

If undelivered, please return to :

Pincon Lifestyle Limited( Formerly MODI UDYOG LIMITED )

7, Red Cross Place, “Wellesley House”, 3rd FloorKolkata : 700 001

Phone : 91-033 2231 9135, 033-2262 4943 / 44, Fax : 91 033 4001 4642E-mail : [email protected]

Website : www.pinconlifestyle.com


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