Professional Documents
Culture Documents
Pincon Spirit
Limited one of
the most exciting
liquor companies
in India today?
PINCON SPIRIT LIMITED
www.pinconspirit.in
15
38th Annual
Report 20 16
Bringing superior
IMFL attributes to
the IMIL space
06
How Pincon has strengthened its
credentials as an Opportunityresponsive company
04
Making the
consumption leap
happen
Chairmans
review
14
Vision
To make liquor
consumption
safe, hygienic
and responsible
08
Forward-looking statement
In this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This
report and other statements- written and oral- that we periodically make contain forward looking statements that set out anticipated results based on the
management plans and assumptions. We have tried wherever possible to identify such statements by using words such as anticipate, estimate, expects,
projects, intends, plans, beliefs and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these
forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risk,
uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate,
actual; results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contents
Opportunity-responsive 04
Chairmans review 14
Statutory
A
PRODUCT
info@trisyscom.com
Annual
Report
20 1516
JUST DIFFERENT.
PINCON.
Annual
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20 1516
Opportunityresponsive.
The Company
widened it
footprint across
21 districts of
West Bengal.
in 2013-14
in 2014-15
in 2015-16
Annual
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20 1516
Bringing IMFL
attributes to the
IMIL space.
Pincon is one of the few companies to have
extended successfully from the premium to the
popular segment.
The Company
proactively invested
in deodorising
its IMIL products,
enhancing their social
acceptability and
creating new markets.
in 2014
in 2015
in 2016
Annual
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20 1516
Making the
consumption
leap happen.
Pincons biggest contribution has
been graduating the consumer at
the bottom-of-the-pyramid to a
superior product.
Additions
to the IMFL
portfolio
in 2013-14
11
in 2014-15
11
in 2015-16
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10 11
in 2013-14
12
in 2014-15
21
Background
Management
Facilities
Brands
Enterprise value
in H crore
243 504 10
in 2015-16
*As of FY 2015-16
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12 13
2005-09
2010
n Present management
takes over Sarang Viniyog
Ltd, (presently Pincon
Spirit Limited)
2011
Launched wholesale
distribution of reputed
IMFL brands in West Bengal
n
2012
2013
n Launched Highland
Blue Whisky in the midpremium segment
2014
n
2015
*As per a survey conducted by the West Bengal Foreign Liquor Manufacturers and Bonders Association
28.6
25.1
28.7
27.1
FY 16
32.4
FY 15
17.3
FY 14
16.6
58.1
FY 13
10.0
35.6
FY 12
8.5
19.1
FY 16
RONW (%)
6.8
14.9
FY 15
25.5
10.3
FY 14
EPS (H)
16.7
987.9
FY 13
(Orbitol Solutions Pte Ltd), a Singaporebased company that will enable Pincon
to export its own brand of Ultra Force XXX
Jamaican Rum to ASEAN countries. This will
facilitate the import of liquor and pulses for
10.1
692.9
FY 12
8.5
384.9
PAT (H crore)
320.1
EBITDA (H crore)
244.6
6.9
THIS IS HOW WE
OUTPERFORMED
THE SECTOR
IN 2015-16
FY 12
FY 13
FY 14
FY 15
FY 16
FY 12
FY 13
FY 14
FY 15
FY 16
FY 12
FY 13
FY 14
FY 15
FY 16
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14 15
Chairmans overview
Optimism, 2016-17
n Leverage acquisitions to step
up production to over 1.2 crore
bottles per month in the IMIL
segment.
n Acquire two bottling units in
Malda and Cooch Behar.
n Strengthen our presence
throughout West Bengal and
Karnataka.
n Widen our IMFL portfolio to
reap promising returns.
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16 17
Value chain
Transformation-focused
Bottling integration
Resource integrity
Distribution
Acquisitions
Diversification
Business-strengthening initiatives
Consider this: our flagship Bangla No.1
brand along with the newly-acquired
brands are present across 21 districts
of West Bengal. The extension of these
prominent brands across our existing
footprint could alone make a sizeable
addition to our volumes.
Outlook
The Company is hopeful of sustaining
its growth in the current year on a
larger base. We will continue enhancing
marketplace and shopfloor eciencies
and strengthening our product basket to
fill market gaps. Our proposed acquisition
of Orbitol Solutions Pte Ltd, a Singaporebased company, will facilitate the export
of our Ultra Force XXX Jamaican Rum to
the ASEAN countries.
We aspire to continue growing our
topline, improve margins and drive
bottomline growth in 2016-17. We
intend to mobilise funds for acquisitions
and financing day-to-day opeartions
through a prudent mix of debt and equity,
strengthening our Balance Sheet.
In view of these realities, we expect
to drive sustainable growth over the
foreseeable future.
Growth opportunities
Even as we are a dominant IMIL player in
West Bengal with a 40% market share, our
presence in North Bengal is still marginal.
Consequently, we are analysing inorganic
growth opportunities in that location.
From a distribution perspective, there are
about 2,200 active shops marketing IMIL
brands while our products are available in
55
%
increase in our points-of-sale in FY16
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18 19
Pricing
Target audience
Above 24 years
Above 35 years
Industry drivers
Urbanisation: As more people migrate
to cities, they will be exposed to a wider
variety of liquor products.
Favourable demographics: More than
60% of Indias population lies in the age
group of 15-45. More than 480 million
Indians are above the drinking age;
11
Traded brands
50+
IMFL
Type of industry
Proprietary
brands
INDUSTRY REVIEW
The Indian liquor industry is estimatedly
worth C1,400 billion. This segment is still
largely untapped, making it attractive for
liquor players. Several global companies
Business segment#1
Wholesale distribution
The Company is engaged in the wholesale
distrbution of leading liquor brands for
which it enjoys tie-ups with more than 3,000
licensees in West Bengal. Over the years,
the business provided the Company with a
grassroots understanding of the segment
and regional customer preferences. The
Company entered this segment in 2009. In
2015-16, this business generated revenues
worth H341 crore against H322 crore in
2014-15. Even as its contribution to the
topline (consolidated) declined from 49% to
33%, IMFL as a segment registered a growth
Proprietary products
The Company produces proprietary liquor
brands with a manufacturing capacity of
120,000 cases per month. The Companys
product portfolio comprises 11 brands across
five categories (rum, whisky, vodka, brandy and
gin).
Highlights, 2015-16
n Revenues grew by more than 60%; the
average industry growth was more than 8%
n Strengthened route to market capabilities
right product at the right place.
n Launched Ruby Gold Gin, which was well
received by the customers
Product
segment
Brands
50 degrees or
more
Second-largest by volume
Budget
Regular
Proportion of
income from IMFL
business (2015-16) (%)
45
Sales volumes in
2015-16 (lac cases)
11+
Revenue in 201516 (H crore)
588
Pincon is one of the few
users of grain-based
ENA, which enhances
product taste.
Annual
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20 21
Business segment#2
n Made inroads in the dicultto-penetrate rum segment
(customer preferences are fixed
around traditional brands) with
its Ultra Force XXX Jamaican Rum
n Revamped packaging of its
flagship Highland Blue whisky
brand to strengthen customer
appeal
n Strengthened branding and
awareness
Proprietary
brands
Indian IMFL
segment revenue
growth, 2015-16 (%)
Pincon IMFL
revenue growth,
2015-16 (%)
8+ 14
Districts of
presence
21
IMIL
Points-of-sale
IMFL portfolio
H320 for 750 ml
Highlights, 2015-16
n The Company began blending and
bottling liquor under the IMIL segment
during the year under review.
n Acquired Nicols, which added a
manufacturing unit to the Companys asset
bank (capacity of 20 lac bottles per month),
enabling the Company to establish its
footprint in the coal mining belt of West
Bengal, a large IMIL market.
n Embarked to acquire two manufacturing
units Dankuni and Barahanagar - which
also added two of the highest-selling IMIL
brands, Bengal Tiger (more than 20 years old)
and Uddan (more than 15 years old).
n Introduced an orange-flavoured variant of
Bangla No. 1 in December 2015, which was
well-received.
4,800
Revenue in 201516 (H crore)
123
Pincon IMIL revenue
growth, 2015-16 (%)
100
15
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22 23
Business segment#3
2
brands
Production
capacity in tonnes
50,000
Edible oils
Highlights, 2015-16
n The topline growth that was achieved in
the year under review was H101 crore, which
is substantial, considering the Company
entered the edible oils segment in 2013.
Proportion of
income from own
business (2015-16) (%)
28
Sales volumes in
2015-16 in tonnes
31,000+
Revenue in
2015-16 (H crore)
281
Sectoral
attributes
Demand-supply issues have still not
been fully addressed due to a lack of an
ecient logistics chain.
How does
Pincon enhance
consumer value?
At Pincon, we believe in providing
value to our consumers through
dierentiation. This philosophy has
ensured the Companys success in
the IMIL segment, with growing
customer adoption of our brands,
increasing IMIL sales volumes to 1
crore bottles a month. Our superior
price-value proposition is expected
to establish us as one of the largest
IMIL (country spirit) players in India.
Annual
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24 25
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26 27
Directors Report
Your Directors are pleased to present the 38th Annual Report and the Companys Audited Accounts for the Financial Year ended
March 31, 2016.
FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous year figures is given hereunder:
PARTICULARS
Revenue
Profit before Interest, Depreciation, Tax
Depreciation
H in Lacs
2015-16
2014-15
94,605.88
60,269.67
5610.41
3,285.89
207.40
215.14
Interest
1,669.28
706.73
3,733.73
2,364.01
1,247.77
796.01
2,485.96
1,568.00
Share Capital
2,104.30
1,002.15
6,948.14
4,463.84
11.81
15.65
16.87
15.65
RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment, the Company
demonstrated the resilience of its business model.
PERFORMANCE OF THE COMPANY
During the year under review, your Company has achieved sales
of H94,605.88 Lacs representing a steadfast growth of 56.97% over
the previous year of H60,269.97 Lacs. Net Profit from operations
at H2,485.96 Lacs registered a robust growth of 58.54% over the
previous year of H1,568.00 Lacs.
OUTLOOK
The details about prospects/ outlook of your Company are provided
under the Management Discussion and Analysis Report, forming
part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Accounting Standard (AS) 21 on Consolidated
Financial Statements, the Audited Consolidated Financial Statement
is provided in the Annual Report.
DIVIDEND
Directors have recommended a dividend of H0.75 (i.e. 7.50%) per
equity share for the Financial Year ended March 31, 2016. The
dividend payout is subject to approval of members at the ensuing
Annual General Meeting. The dividend will be paid to members
whose names appear in the Register of Members as on May 30,
2016 and in respect of shares held in dematerialised form, it will be
paid to members whose names are furnished by National Securities
Depository Limited and Central Depository Services (India) Limited,
as beneficial owners as on that date.
DIRECTORS
As per the provisions of the Companies Act, 2013, Mr. Subrata
Basu retires by rotation at the ensuing AGM and being eligible
oers himself for re-appointment. The Board recommends the reappointment of Mr. Subrata Basu as Director & Mr. Abhijit Datta, who
was appointed as Additional Director (Independent) on 09.02.2016
to be appointed/regularised as Director (Independent) in the
ensuing AGM of the Company.
AUDITORS
In the 36th AGM held on 29.09.2014, D.N. Misra & Co., Chartered
Accountants has been appointed as Statutory Auditors of the
Company for a period of 5 years. Ratification of appointment of
Statutory Auditors is being sought from the members of the
Company at the ensuing AGM.
Further, the report of the Statutory Auditor along with Schedules
and Notes to Accounts are enclosed to this report. The observations
made in the Auditors Report are self-explanatory and therefore do
not call for any further comments.
AUDITORS REPORT
The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
SUBSIDIARIES
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the Financial Statements of
the subsidiary companies in Form AOC 1 is provided as Annexure
1 to this report. In accordance with third provision to Section
136(1) of the Companies Act, 2013, the Annual Report and Financial
Statements of each of the Subsidiary Companies have also been
placed on the website of the Company www.pinconspirit.in
SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every
listed company to annex with its Boards Report, a Secretarial Audit
Report given by a Company Secretaries in practice, in the prescribed
form.
The Board of Directors appointed M/s. Arpan Sengupta & Associates,
Practicing Company Secretary, as Secretarial Auditor to conduct
Secretarial Audit of the Company for Financial Year 2015-16 and
their report is annexed to this Board Report as Annexure 2.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, is
provided as Annexure 3.
Annual
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28 29
BOARD COMMITTEES
The Company has set up the following committees of the Board.
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
D. Corporate Social Responsibility Committee
E. Risk Management Committee
F. General Committee of Directors
The composition of each of the above committees, and their
respective roles and responsibilities are detailed in the Corporate
Governance Report.
NOMINATION, REMUNERATION AND EVALUATION POLICY
In accordance with the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of
Directors in its Meeting held on 17th October, 2015 has, on the
recommendation of Nomination and Remuneration Committee,
adopted the Nomination, Remuneration and Evaluation Policy of
the Company which is laid down in the Corporate Governance
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility is commitment of Company to
improve the quality of life of the work force and their families and
also the community and society at large. The Company believes
in undertaking business in such a way that it leads to overall
development of all stakeholders and Society. Report on Corporate
Social Responsibility is annexed herewith as Annexure 7.
Information on the composition of the Corporate Social Responsibility
(CSR) Committee is provided in the Corporate Governance Report
that forms part of this Annual Report. Furthermore, as required by
Section 135 of the Act, and the Rules made thereunder, additional
information on the policy and implementation of CSR activities
by your Company during the year are provided in Corporate
Governance Report to this Report.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which has been
adopted by the Board of Directors. Currently, the Companys risk
management approach comprises of the following:
Regulatory Risk
Strategic Risk
Concentration Risk
The risks have been prioritised through a company wide exercise.
Members of Senior Management have undertaken the ownership
and are continuously working on mitigating the same through coordination among the various departments, insurance coverage,
II.
III.
The Directors have taken proper and sucient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
As per Section 134(CA) of the Companies Amendment Act,
2015 duly notified on 26th May 2015, no fraud was reported by
Auditors under Sub-Section (12) of Section 143.
IV.
V.
Place: Kolkata,
Date: 28.04.2016
Sd/Monoranjan Roy
Chairman & Managing Director
(DIN: 02275811)
Annual
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30 31
Annexure 1
Annexure 2
FORM AOC1
To,
The Members,
Pincon Spirit Limited
7, Red Cross Place
Wellesley House 3rd Floor,
Kolkata 700 001
Part A: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Lacs)
Sl. No
Name of the Subsidiary
Financial Year Ended
Currency
Share Capital
Paul Distributors
Priya Laboratories
Yours Laboratories
Private Limited
Private Limited
Private Limited
31.03.2016
31.03.2016
31.03.2016
INR
INR
INR
100.00
243.78
16.00
1,208.04
(137.83)
40.26
Total Assets
1,913.40
233.74
141.05
605.35
127.79
84.78
3543.13
323.60
322.71
77.31
64.50
38.08
23.89
50.39
11.77
53.42
14.10
26.31
Total Liabilities
Investments
Turnover
Proposed Dividend
% of Shareholding
[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]
55.00%
62.50%
100.00%
Managements
Compliances
(i)
Responsibility
for
Secretarial
Auditors Responsibility
Our responsibility is to express an opinion on the secretarial records,
standard and procedures followed by the Company with respect to
secretarial compliances.
Sd/Monoranjan Roy
Place: Kolkata,
Date: 28.04.2016
(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)
b)
c)
Annual
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20 1516
32 33
e)
f)
d)
g)
h)
i)
ii.
iii.
iv.
v.
vi.
1.
2.
3.
ix.
x.
i.
xi.
ii.
During the period under review the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above.
To,
The Members,
Pincon Spirit Limited
7, Red Cross Place
Wellesley House 3rd Floor,
Kolkata 700 001
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.
Our Secretarial Audit Report for the Financial Year ended 31st March,
2016 of even date is to be read along with this letter.
1.
2.
3.
Disclosure
4.
5.
6.
Annexure A
CS Arpan Sengupta
Proprietor
Place: Kolkata,
Date: 28.04.2016
Annual
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34 35
Annexure 3
VI. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current Financial Year and
previous Financial Year and percentage increase or decrease in the market quotations of the shares of the Company in comparison
to the rate at which the Company came out with the last public offer in case of listed companies:
PARTICULARS OF EMPLOYEES
Particulars
% Change
121.50
54.78
121.82
243.52
109.79
121.82
10.29
3.50
193.94
Last
% Change
121.50
10.00*
1115.00
I.
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year
2015-2016 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
VII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial
Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there
Name
Designation
Percentage Increase
During the Financial Year 2015-16, average percentile increase already made in the salaries of employees other than the managerial
in
personnel was 14.21% which in view of the robust growth made by the Company during the Financial Year 2015-16, there was an increase
to median remuner-
Remuneration
in the managerial remuneration under Section 197 of the Companies Act, 2013. The nominal increments were given to employees other
ation of Employee
II.
than the managerial personnel during the Financial Year 2015-16 to provide for increased cost of living/ inflation in accordance with the
Remuneration Policy of the Company.
12.06:1
7.13:1
16.12%
Executive Director
7.13:1
20.00%
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary
1.64:1
0.00%
VIII. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
The comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company for the Financial
Year 2015-16 are as follows:
Name of KMP
Designation
The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees
in the Financial Year 2015-16 has increased by 14.33% as compared to the previous year.
% of Revenue
% of EBITDA
0.03%
0.53%
0.02%
0.32%
Executive Director
0.02%
0.32%
Company Secretary
0.004%
0.07%
IX. The key parameters for any variable component of remuneration availed by the Directors:
IV. The explanation on the relationship between average increase in remuneration and Companys performance:
During the Financial Year 2015-16, no variable component of remuneration has been availed by the Directors of the Company.
Average increase in the remuneration of employees during the Financial Year 2015-16 was 14.33 %. In view of the robust growth
performance of the Company during the year, increased increments are justified as given to employees.
V.
During the Financial Year 2015-16, no employee has received remuneration in excess of the highest paid Director of the Company.
The comparison of remuneration of the Key Managerial Personnel against the performance of the Company for the Financial Year 201516 is as follows:
The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration
in excess of the highest paid Director during the year:
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
X.
XI. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby armed that the remuneration paid during the Financial Year 2015-16 is as per the Remuneration Policy of the Company.
70.08
94,605.88
0.07
5,610.41
Sd/-
1.25
Monoranjan Roy
Place: Kolkata,
Date: 28.04.2016
Annual
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36 37
Annexure 4
Annexure 5
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.
CONSERVATION OF ENERGY:
a)
-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
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 arms length transaction under third proviso thereto.
- N.A.-
B.
Total energy consumption and energy consumption per unit of production as per Form A is given below:
- N.A.-
Particulars
Details
a)
Nil
b)
Nature of contracts/arrangements/transactions
Nil
c)
Nil
d)
Salient terms of the contracts or arrangements or transactions including the value, if any
Nil
TECHNOLOGY ABSORPTION:
A.
Sl. No
1.
1.
N.A
e)
Nil
2.
N.A
f)
Nil
Nil
Date on which the special resolution was passed in General Meeting as required under first proviso
Nil
3.
N.A
g)
4.
Expenditure on R & D
N.A
h)
to section 188
B.
2.
N.A
2.
Benefits derived as a result of the above eorts, e.g. Product development, import substitution, etc.
N.A
Sl. No
3.
In case of imported technology (imported during the last 5 years reckoned from the beginning of the Financial Year),
N.A
a)
Particulars
Name (s) of the related party & nature of relationship
C
a)
Details
Details
(Subsidiary Company)
(Subsidiary Company)
Conversion Charges
Conversion Charges
a)
Technology imported
N.A
b)
Nature of contracts/arrangements/transaction
b)
Year of import
N.A
c)
Nil
Nil
c)
N.A
d)
Nil
Nil
d)
If not fully absorbed, area where this has not taken place reasons there for and future plans of action
N.A
22.04.2015
22.04.2015
Nil
Nil
e)
f)
(H In Lacs)
April 1, 2015 to
April 1, 2014 to
9.97
N.A
Sd/-
N.A
Monoranjan Roy
13.72
Place: Kolkata,
For and on behalf of the Board of Directors
Sd/Monoranjan Roy
Place: Kolkata,
Date: 28.04.2016
Date: 28.04.2016
Annual
Report
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38 39
Annexure 6
i)
Category of Shareholders
CIN
L67120WB1978PLC031561
ii.
Registration Date
29-06-1978
iii.
iv.
v.
vi.
Yes
vii.
II.
Sl. No
1.
2.
3.
4.
III.
% to total Turnover
of the Company
46308
30.37
10401, 10402
29.70
11011
26.95
11012
12.97
Sl. No
Name and
Address of the Company
CIN/GLN
Holding/ Subsidiary
Associate
% of Shares
held
Application
Section
U24246WB2003PTC097219
Subsidiary
62.50%
2(87)
U24231WB2005PTC106783
Subsidiary
100.00%
2(87)
U51109WB1995PTC072426
Subsidiary
55.00%
2(87)
A. Promoters
1. Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f ) Any other
Sub-Total (A) (1)
2. Foreign
a) NRIs - Individuals
b) Others - Individuals
c) Bodies Corp.
d) Banks / FI
e) Any other
Sub-Total (A) (2)
Total Shareholding of Promoters
(A)=(A)(1)+(A)(2)
B. Public Shareholding
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 Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal
share capital upto H2 lakh
ii) Individual shareholders holding
nominal share capital in excess of H2 lakh
c) Others (specify): Director 2
i) Non Resident Indians
ii) Overseas Corporate Bodies
iii) Foreign Nationals
iv) Clearing Members
v) Trusts
vi) Foreign Bodies - D R
Sub-total (B)(2):Total Public Shareholding (B)=(B)(1)+
(B)(2)
C. Shares held by Custodian for GDRs
& ADRs
Grand Total (A+B+C)1
% Change
during the
year
174,239
174,239
174,239
174,239
0.83
0.83
0.83
0.83
1,991,366
597,006
2,753,600
141,000
4,744,966
738,006
47.35
7.36
2,805,739
4325500
7,131,239
33.89
(13.46)
4,743,081
225,813
4,968,894
23.61
16.25
883,806
372,500
1,498,853
14.96
705,106
551,200
1,256,306
5.97
(8.99)
2,993,393
37.00
46,245
6,754,400
6,754,400
3,267,100
3,267,100
2,993,393
37
46,245
10,021,500
10,021,500
29.87
0.00
0.46
100.00
100.00
5,986,786
195,494
330,042
14,766,248
14,940,487
1,000,000
6,102,513
6,102,513
6,986,786
195,494
330,042
20,868,761
21,043,000
33.20
0.93
1.57
99.17
100.00
3.33
0.93
1.11
(0.83)
(0.00)
6,754,400
3,267,100
10,021,500
100.00
14,940,487
6,102,513
21,043,000
100.00
(0.00)
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotted made on 30.03.2016.
Annual
Report
20 1516
40 41
Shareholders Name
% 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
% change in
shareholding
during the
year
Particulars
% of total
shares of the
company
No. of Shares
% of total
shares of the
company at the
end of year
N.A.
Shareholding at the
beginning of the year
i.e. on April 01, 2015
No. of
Shares
1.
Monoranjan Roy
(Chairman & Managing
Director)
% of total
Shares
of the
Company
2993393
iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Sl. No.
No. of shares
Cumulative Shareholding
at the end of the year
i.e. on March 31, 2016
% of total
Shares
of the Company
No. of shares
01/07/2015
to
30/09/2015
01/10/2015
to
31/12/2015
01/01/2016
to
31/03/2016
29933931
10000002
No. of
Shares
% of total
Shares
of the
Company
6986786
33.20
Secured Loans
Unsecured
Loans
Deposits
Total
920,788,668.00
600,000,000.00
1,520,788,668.00
920,788,668.00
600,000,000.00
1,520,788,668.00
600,000,000.00
1,520,788,668.00
Indebtedness
Total (i+ii+iii)
% of total
Shares
of the Company
Hin Lacs
excluding deposits
998,917,544.00
17,500,000.00
1,919,706,212.00
617,500,000.00
1,016,417,544.00
1,000,000
4.75
900,000
4.28
i) Principal Amount
ii) Interest due but not paid
900,000
4.28
777,890
3.70
760,000
3.61
Total (i+ii+iii)
Ajay Tiwari $
122,700
1.22
245,400
1.17
204,416
0.97
174,239
0.83
166,200
0.79
10
75,000
0.75
150,000
0.71
11
Hari Singh @
199,790
1.99
88,000
0.42
12
1,090,998
10.89
34,920
0.17
13
230,000
2.30
30,000
0.14
14
500,000
4.99
15
450,000
4.49
16
450,000
4.49
17
380,000
3.79
18
190,000
1.90
19
Dipankar Basu*
190,000
1.90
20
168,100
1.68
Note:
# New members purchased during the year
*Sold out fully by the members during the members
$ Change in no of share due to allotment of bonus share
@ Change in their holding positions due to sale by those shareholders.
01/04/2015 to
30/06/2015
Indebtedness of the Company including interest outstanding/accrued but not due for payment
i) Principal Amount
Shareholding at the
beginning of the year
i.e. on April 01, 2015
29.87
Cumulative Shareholding
at the end of the year
i.e. on March 31, 2016
V. INDEBTEDNESS
PARTICULARS
-
Note:
1.
The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2.
Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotment made on 30.03.2016.
No. of shares
Sl. No
2,537,206,212.00
-
1,919,706,212.00
617,500,000.00
2,537,206,212.00
Note:
1. Conversion of Unsecured Loan of Mr. Monoranjan Roy into Equity Shares on preferential basis as approved by the Shareholders on 22.03.2016 in the EGM
& allotment of same on 30.03.2016
Annual
Report
20 1516
42 43
Particulars of Remuneration
Arup Thakur
Executive Director
& CFO
Subrata Basu
Executive
Director
Total Amount
3,000,000.00
1,800,000.00
1,800,000.00
6,600,000.00
Nil
Nil
Nil
Nil
Details of Penalty
/ Punishment/Compounding
fees imposed
Authority
[RD / NCLT/ COURT]
Appeal made,
if any (give Details)
A. COMPANY
Compounding
B. DIRECTORS
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
Nil
Nil
Nil
Nil
Stock Option
Nil
Nil
Nil
Nil
Sweat Equity
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Commission
- as % of profit
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
- others, specify
5
Brief
Description
Punishment
Section of the
Companies Act
Penalty
Gross salary
Type
H in Lacs
Nil
Nil
Nil
Nil
3,000,000.00
1,800,000.00
1,800,000.00
6,600,000.00
Compounding
H2.49 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the
Companies Act, 2013)
Sd/Monoranjan Roy
Hin Lacs
Particulars of Remuneration
Kunal Saxena1
Independent Directors
Fee for attending board & committee meetings
Commission
Others, please specify
Total (1)
Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration (A+B)
Overall Ceiling as per the Act
280,000.00
280,000.00
280,000.00
Name of Directors
Abhijit Datta2
20,000.00
20,000.00
20,000.00
Total Amount
JBS Negi
Mou Roy
140,000.00
140,000.00
140,000.00
320,000.00
320,000.00
320,000.00
760,000.00
760,000.00
760,000.00
7,360,000.00
H0.249 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013).
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
2. Mr. Abhijit Datta, Appointed on 09.02.2016
Particulars of Remuneration
Hin Lacs
Total
408,000.00
408,000.00
Gross salary
1
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(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
Stock Option
Sweat Equity
Commission
- as % of profit
others, specify
408,000.00
408,000.00
Total
Place: Kolkata,
Date: 28.04.2016
Annual
Report
20 1516
44 45
Annexure 7
ANNUAL REPORT ON
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
A. Corporate Social Responsibility Initiatives
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has Constituted Corporate Social Responsibility Committee
in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR would be implemented in association
with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and
c) Manner in which the amount spends during the Financial Year 2015-16 is detailed below:
the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant
aid or other financial assistance to schools, libraries laboratories, research and other institutions of the like nature in India. CSR Policy As per
Sl No
CSR project or
activity identified
Projects or
programmes
1. Local area or
other
2. State of project
Amount outlay
(budget project or
programme wise)
Amount spent in
each project or
programme
Direct expenditure
Overhead
Cumulative
expenditure upto
the report period
Amount
Spent:
Direct or through
implementation
agencies
1.
Education, Medical
treatments and any
Other charitable
purpose
Eradication of
Extreme poverty and
hunger (Clause (i) of
Schedule VII)
Local Project at
Kolkata,
24 - Parganas (N & S)
(West Bengal)
H33.66 Lacs
H20.00 Lacs
H20.00 Lacs
Through
Implementing
Agency Belaria
Humanity Welfare
Society
H33.66 Lacs
H20.00 Lacs
H20.00 Lacs
recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held on 17th October, 2015. The constitution and
Eradication of
Malnutrition (Clause
(i) of Schedule VII)
Sanitation and
making available
safe drinking
water (Clause (i) of
Schedule VII)
follows:
Name of the Directors
Category
Held
Attended
Member
Note:
C. Average net profit of the Company for last Three Financial Years:
Average net profit: H1682.92 Lacs
Total
* Implementation Agency is Belaria Humanity Welfare Society.
G. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR
Policy, is in compliance with the CSR objectives and Policy of the Company:
The CSR Committee confirms that the implementation and monitoring of the CSR Policy of the Company is in compliance with the CSR
objectives and CSR Policy of the Company.
Sd/Place: Kolkata
Date: 28.04.2016
Sd/-
JBS Negi
Monoranjan Roy
Annual
Report
20 1516
46 47
Board Meeting:
During the year ended March 31, 2016, 18 (Eighteen) Board Meetings held as against the minimum requirement of four meeting. The
maximum time gap between any of the two consecutive meeting did not exceed four months.
The details of Board Meetings are given below:
Date
I. MANDATORY REQUIREMENTS
1. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE
Board Strength
PINCON SPIRIT LIMITED (PSL/ the Company/Company) is committed to implement sound Corporate Governance practices to ensure
transparency in its operations and maximize Stakeholders value. The Companys core philosophy on the code of Corporate Governance
2. BOARD OF DIRECTORS
The Board of Directors along with its Committees provides leadership and guidance to the Companys Management and supervises
the Companys performance. As at March 31, 2016 the Board of Directors (Board) comprises of 6 (Six) Directors out of which 3 (Three)
Directors are Non-Executive Directors.
The Composition of the Board of Directors is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Designation
Category
Executive Director
10
Executive Director
Executive Director
Executive Director
Non-Executive Director
Independent Director
Non-Executive Director
Independent Director
Non-Executive Director
Non-Executive Director
Independent Director
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
The details of the attendance of the Directors at the Board Meetings held during the year ended March 31, 2016 and at the last Annual
General Meeting (AGM) are given below:
Name of the Directors
Attended
18
18
Yes
18
18
Yes
18
18
Yes
16
14
No
18
No
18
16
Yes
No
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
2. Mr. Abhijit Datta, Appointed on 09.02.2016
Attendance at AGM
Annual
Report
20 1516
48 49
3. BOARD COMMITTEES:
The Company currently has the following committees of the Board:
A. AUDIT COMMITTEE
B. STAKEHOLDERS RELATIONSHIP COMMITTEE
C. NOMINATION AND REMUNERATION COMMITTEE
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
E. RISK MANAGEMENT COMMITTEE
F. GENERAL COMMITTEE OF DIRECTORS
A. AUDIT COMMITTEE
Terms of Reference and Composition, Names of Members and Chairman
The powers of the Audit Committee are as mentioned in Regulation 18 of The Securities and Exchange Board of India (Listing Obligation
& Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified
for Audit Committee under The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015.
The Committee acts as a link between the Management, the Statutory and the Internal Auditors on one side and the Board of Directors
of the Company on the other side and oversees the financial reporting process.
The Internal Auditors are permanent invitees of the Audit Committee. The Statutory Auditors are also invited to attend the meetings.
During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st
January 2016.
Composition, Name of Member and Chairperson
The composition and attendance of Members at the Meetings of the Audit Committee held during 2015-16 are as follows:
Name of the Directors
Mr. Kunal Saxena
Category
Attended
Member
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
B. STAKEHOLDERS RELATIONSHIP COMMITTEE
The powers of the Stakeholders Relationship Committee are as mentioned in are as mentioned in Regulation 27(1) & (2) of The Securities
and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee
are wide enough covering the matters specified for Stakeholders Relationship Committee under the Securities and Exchange Board of
India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Committee oversees the transfer of shares lodged for transfer,
transmission, dematerialization/rematerialization, split and stock option allotments and complaints received from shareholders and other
statutory bodies. The Companys Registrars and Share Transfer Agents, have adequate infrastructure to process the above mentioned
activities.
Number of Shareholders complaints pending so far.
During the year ended March 31, 2016, no complaints were pending for Redressal either at the beginning or at the end of the year
During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st
January 2016.
Composition, Name of Member and Chairperson
The composition and attendance of Members at the Meetings of the Stakeholders Relationship Committee held during 2015-16 are as
follows:
Name of the Directors
Mr. Kunal Saxena1
Mr. JBS Negi
Category
Held
Attended
Member
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
Annual
Report
20 1516
50 51
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has Constituted Corporate Social Responsibility
Committee in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR was implemented
During the Financial year ended 31st March, 2016, 1 Meeting were held on 21st May, 2015.
in association with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant
donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to
The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are
establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions of the
as follows:
like nature in India. CSR Policy As per recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held
Category
Held
Attended
Member
on 17th October, 2015. The constitution and composition of the said Policy can be viewed from Company website.
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016.
Composition, Name of Member and Chairperson
The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are
as follows:
Name of the Directors
Mr. Kunal Saxena
The details of remuneration paid to the Executive Directors of the Company for attending the Board and Committee Meetings for the year
Name
Salary Paid
H3,000,000.00
H1,800,000.00
H1,800,000.00
Total
H6,600,000.00
H140,000.00
H280,000.00
H320,000.00
H20,000.00
Total
Mr. Kunal Saxena, Resigned on 09.02.2016
2.
The detail content of Nomination, Remuneration and Evaluation Policy is published on the website.
Attended
Member
H760,000.00
Nomination, Remuneration and Evaluation Policy of the Company which lays down criteria for:
I. Determining qualifications, positive attributes required for appointment of Directors, Key
II. Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;
III. Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;
IV. Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and
V. Evaluation of the performance of the Board and its constituents.
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
Note:
1.
Category
Regulatory Risk
The IMFL & IMIL industry is a high-risk industry, primarily on
account of high taxes and innumerable regulations governing
it. As a result, liquor companies suer from low pricing flexibility
Annual
Report
F.
20 1516
52 53
5. DISCLOSURES:
The powers to be delegated to the Committee of Directors consisting of Mr. Monoranjan Roy, Mr. Arup Thakur & Mr. Subrata Basu are
regulated by the Board of Directors from time to time. There were 2 occasions for the General Committee to meet during the year 2015-16
a)
Year Ended
37th
31.03.2015
36th
31.03.2014
September 29,
2014 11.00 AM
Venue
The Peerless Inn
Wellesley House
3rd Floor,
Kolkata 700 001
35th
31.03.2013
c)
sent
to
each
household
of
shareholders : No
b)
Quarterly results
Code of Conduct
d)
time
During the year ended March 31, 2016 the Company has
e)
issues etc.
d)
3rd Floor,
Venue
The Peerless Inn
Report
Wellesley House
Half-Yearly
Details of Extraordinary General Meetings held during the Financial Year 2015-16
25th July, 2015 at 11.00 A.M
a)
12, Jawaharlal
Nehru Road, Kolkata
Re-appointment of Mr. Monoranjan Roy (DIN:
700 013
02275811) as Chairman and Managing Director upto
August 09, 2020.
b)
6. MEANS OF COMMUNICATION
3. Financial Year
:
:
A Dividend payment of H0.75 i.e., 7.50% per Equity Share of H10.00 each will be
paid by 21th June 2016 subject to the approval of the members in the ensuing
Annual General Meeting.
Annual
Report
20 1516
54 55
Address
1.
2.
200%
150%
Dalal Street
Mumbai- 400001
100%
50%
The Annual Listing fee for the year 2016-17 has been paid by the Company to all exchanges within stipulated time.
0%
Annual Custody/Issuer fee for the year 2016-17 will be paid by the Company to NSDL and CDSL on receipt of the invoices.
Apr 15
1.
2.
Pincon, 538771
Jul 15
Aug 15
SENSEX - 13.28%
Sep 15
Oct 15
Nov 15
Dec 15
Jan 16
Feb 16
Mar 16
538771 + 137.66%
Jun 15
is INE675G01018
Sl. No.
May 15
BSE Limited
High Price
Low Price
Volume
High Price
Low Price
Volume
Apr-15
139.60
100.60
474448
May-15
136.00
103.00
2391737
Jun-15
122.00
92.20
2983799
Jul-15
114.70
95.00
2907712
Aug-15
239.00
111.00
5430022
Sep-15
184.00
125.90
1878778
Oct-15
181.80
76.00
2702020
Nov-15
108.00
87.95
4357769
Dec-15
122.70
97.80
3364620
Jan-16
159.00
111.00
7554632
Feb-16
135.90
100.00
1717992
Mar-16
133.00
109.80
3953644
# There were no transactions on Calcutta Stock Exchange Limited, during the said period.
Annual
Report
20 1516
56 57
Category of Shareholders
(1)
Indian
(a)
(b)
(c)
(d)
No. of
Shareholders
No. of
Shareholders
% Change
during the
year
Sub-Total (A)(1)
(2)
Foreign
(a)
(b)
Government
(c)
Institutions
(d)
(e)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Sub-Total (A)(2)
Total Shareholding of
Promoter and Promoter Group (A)=(A)(1)+(A)(2)
B
Public shareholder
(1)
Institutions
(a)
Mutual Funds
(b)
Upto - 5,000
5,001 -10,000
10,001-20,000
20,001-30,000
30,001-40,000
40,001-50,000
50,001-100,000
100,001-above
Total 1&2
Share Holders
Number
% of total
6213
79.12
692
8.81
370
4.71
138
1.76
84
1.07
63
0.80
130
1.66
163
2.08
7853
100.00
Share Amount
% of total
8325570
3.96
5535290
2.63
5816580
2.76
3540600
1.68
3033610
1.44
2951530
1.40
9569150
4.55
171657670
81.57
210430000
100.00
H
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2.
Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy.
No. of Shares
14940487
6102513
21043000
%
71.00
29.00
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.
(c)
(d)
(e)
174239
0.83
0.83
Members may please note that ECS details contained in the BENPOS downloaded from the Depositories would be reckoned for payment
(f )
(g)
Insurance Companies
of dividend. In order to avoid fraudulent encashment of dividend, please register either ECS mandate or Bank details for payment of
(h)
(i)
174239
0.83
0.83
Sub-Total (B)(1)
(3)
Non-institutions
(a)
Bodies Corporate
113
4744966
47.35
273
7131239
33.89
(13.46)
(b(i))
716
738006
7.36
7328
4968894
23.61
16.25
(b(ii))
23
1498853
14.96
42
1256306
5.97
(8.99)
(c)
Clearing Members
31
46245
0.46
50
330042
1.57
1.11
(d)
NRI
37
0.00
158
195494
0.93
0.93
(e)
2993393
29.87
6986786
33.20
3.33
Sub-Total (B)(2)
888
10021500
100.00
7852
20868761
99.17
(0.83)
888
10021500
100.00
7853
21043000
100.00
888
10021500
100.00
7853
21043000
100.00
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2.
Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy.
dividend.
20. Disclosure with respect to demat suspense account/unclaimed suspense account
As on 31st March, 2016, there are no outstanding shares lying in the demat suspense account/unclaimed suspense account.
21. Address for correspondence with Depositories
National Securities Depository Limited
TradeWorld, 4th & 5th Floor,, Kamala Mills Compound
Senapati Bapat Marg, Lower Parel
Mumbai - 400 013
22. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.
The Company has issued 1000000 Equity Share Warrants approved by the Members at the EGM held on 22.03.2016 and allotment was
done on 06.04.2016. The same shall be converted by 05.10.2017. Otherwise, there are no others outstanding warrants or any Convertible
instruments.
Annual
Report
20 1516
58 59
Dividend %
7.50%
5.00%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
CERTIFICATION
Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby certify that:
1.
(i). these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
Note:
* subject to the approval of the members
1
2
3
4
5
6
7
2014-15
2013-14
2012-13
2011-12
2010-11
2009-10
2008-09
We have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief :
(ii). these statements together present a true and fair view of the listed entitys aairs and are in compliance with existing Accounting
Standards, applicable laws and regulations.
Dividend %
5.00 %
Nil
Nil
Nil
Nil
Nil
Nil
(in H)
Unclaimed Dividend
as on date of transfer
10,021,500
Nil
Nil
Nil
Nil
Nil
Nil
(H)
995618
NA
NA
NA
NA
NA
NA
Total Dividend
2.
There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent,
illegal or violative of the listed entitys code of conduct.
3.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
eectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the Auditors and
the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or propose to take to rectify these deficiencies.
4.
Statements; and
IMFL Division
(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 entitys internal control system over Financial Reporting.
IMIL Division
1. Mouza Gopalpur, Chandigarh, P.S. : Barasat, Dist.: 24 Parganas (South)
2. M2 ADDA Industrial Estate, Kanyapur, Asansol, West Bengal
Place: Kolkata
FMCG Division
Date: 28.04.2016
Sd/-
Sd/-
Arup Thakur
Monoranjan Roy
(DIN: 03476120)
(DIN: 02275811)
I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, armation that they have
complied with the Code of Business Conduct and Ethics for Directors/Management Personnel for the Financial Year 2015-16
E-mail: pinconspiritlimited@gmail.com
Website: www.pinconspirit.in
For and on behalf of the Board of Directors
For and on behalf of the Board of Directors
Sd/-
Sd/Monoranjan Roy
Place: Kolkata,
Date: 28.04.2016
Monoranjan Roy
Place: Kolkata,
Date: 28.04.2016
Annual
Report
20 1516
60 61
CORPORATE INFORMATION
AS ON 31ST MARCH, 2016
CIN : L67120WB1978PLC031561
Board of Directors
Mr. Monoranjan Roy
Chairman & Managing Director
Mr. Arup Thakur
Executive Director & CFO
To
The Members,
Pincon Spirit Limited
We have examined the compliance of conditions of Corporate Governance by Pincon Spirit Limited, for the year ended
on 31st March 2016, as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of India (Listing
Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the Listing Agreement) of the said
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination
has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the
representations made by the Directors and the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of
India (Listing Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the above-mentioned
Listing Agreement)
We state that such compliance is neither an assurance as to future viability of the Company nor of the eciency or
Board Committees
Audit Committee
Mr. Jag Bahadur Singh Negi Chairman
Ms. Mou Roy
Mr. Subrata Basu
eectiveness with which the management has conducted the aairs of the Company.
Sd/D.N. Misra
Date: 28.04.2016
Place: Kolkata
Proprietor
Membership No.: 050440
Corporate Office
Samskruti Chambers, No. 103, 3rd Floor, K.H.Road, Shanthi Nagar,
Bangalore- 560027
Auditors
D.N.Misra & Co
Chartered Accountants
54, Ganesh Chandra Avenue, 1st Floor, Kolkata-700013
Bankers
Andhra Bank
Bank Of India
Corporation Bank
Indian Overseas Bank
Laxmi Vilas Bank Limited
Punjab National Bank
State Bank Of Hyderabad
State Bank Of Mysore
State Bank Of Travancore
Tamilnad Mercantile Bank Limited
Vijaya Bank
Registrar
S. K. Infosolutions Pvt. Ltd
34/1A, Sudhir Chatterjee Street, Kolkata- 700 006
Contact No : 033-2219-4815 & 033-2219-6797
Fax No: 033-2219-4815
Email Id : skcdilip@gmail.com , contact@skcinfo.com
Website : www.skcinfo.com
Solicitor
AQUILAW
9, Old Post Oce Street, 8th Floor, Kolkata 700 001
Website
www.pinconspirit.in
Registered Office
7, Red Cross Place, Wellesley House, 3rd Floor, Kolkata 700 001
Phone No. 033 2231-9135. Fax No. 033 4008-0690
E-Mail: psl@pinconspirit.in ; pinconspiritlimited@gmail.com
Annual
Report
20 1516
62 63
f)
a)
b)
c)
d)
Sd/D.N. Misra
Proprietor
Membership No.:050440
e)
Place: Kolkata
Date: 28.04.2016
Annual
Report
20 1516
64 65
5.
3.
(a) The Company has not granted any loan during the year.
(b) There is no overdue amount of loans granted to
companies, firms and other parties covered in the register
maintained under section 189 of the Companies Act, 2013
4.
6.
7.
9.
12. Based upon the audit procedures performed for the purpose
of reporting the true and fair view of the Financial Statements
and as per the information and explanations given by the
management, we report that no fraud on or by the Company
has been noticed or reported during the year.
10. The Company has not given any guarantee for loans taken by
others from bank or financial institutions.
11. In our opinion, and according to the information and
explanations given to us, the term loans have been applied, on
an overall basis, for the purposes for which they were obtained.
Place: Kolkata
Date: 28.04.2016
Sd/D.N. Misra
Proprietor
Membership No.:050440
Annual
Report
20 1516
66 67
(In H)
Note No.
As at
31.03.2016
As at
31.03.2015
210,430,000
100,215,000
694,814,237
446,383,596
Non-Current Liabilities
Note No.
18
9,460,588,193
6,025,557,392
Other Incomes
19
1,409,333
9,460,588,193
6,026,966,725
620,409,047
603,767,335
Short-Term Borrowings
1,916,797,165
917,021,333
Trade Payables
27,560,931
13,376,124
133,429,505
25,919,345
Short-Term Provisions
346,609,430
205,599,790
3,950,050,315
2,312,282,523
Current Liabilities
TOTAL
ASSETS
Non-Current Assets
20
3,300,247,529
1,343,496,828
Purchases
21
5,839,765,750
4,380,881,518
22
(566,330,719)
(262,535,234)
23
149,503,009
109,372,132
24
26,040,000
21,700,000
25
35,608,380
25,341,083
26
114,092,292
80,121,563
Finance Costs
27
166,927,698
70,672,884
20,739,970
21,514,463
28
620,824
9,087,214,733
5,790,565,237
373,373,460
236,401,488
126,909,640
80,352,870
Fixed Assets
Tangible Assets
Particulars
(In H)
INCOME
Shareholders Funds
Audited Standalone Statement of Profit and Loss Account for the year ended 31.03.2016
177,449,993
178,047,751
40,116,135
Miscellaneous Expenses
Total Expenses (II)
Profit before Tax (I - II)=III
Non-Current Investments
10
155,236,250
155,236,250
11
190,814,560
12
3,439,204
1,306,873
1)
Current tax
Miscellaneous Expenditure
13
3,104,122
2)
Tax Expense:
Current Assets
(2,132,331)
(751,868)
248,596,151
156,800,486
Inventories
14
1,902,463,098
695,659,579
Trade Receivables
15
1,075,108,319
1,056,681,086
1)
Basic
29
11.81
15.65
16
3,717,789
1,370,646
2)
Diluted
29
16.87
15.65
17
398,600,845
223,980,338
3,950,050,315
2,312,282,523
TOTAL
Significant Accounting Policies
The accompanying notes form an integral part of the Standalone Financial Statements
As per our report of even date attached
Monoranjan Roy
Chairman & Managing Director
(DIN: 02275811)
Sd/D.N. Misra
Proprietor
Membership No.:050440
Sd/Arup Thakur
Executive Director & CFO
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Sd/Aditya Karwa
Company Secretary
The accompanying notes form an integral part of the Standalone Financial Statements
As per our report of even date attached
Monoranjan Roy
Chairman & Managing Director
(DIN: 02275811)
Sd/D.N. Misra
Proprietor
Membership No.:050440
Sd/Arup Thakur
Executive Director & CFO
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Sd/Aditya Karwa
Company Secretary
Annual
Report
20 1516
68 69
(In H)
Particulars
A.
373,373,460
236,401,488
20,739,970
21,514,463
166,927,698
70,672,884
CORPORATE INFORMATION
Pincon Spirit Limited (referred to as PSL or the Company) (CIN No: L67120WB1978PLC031561) is a Public Company domiciled in India
and Incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE
Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made
Foreign Liquor (IMFL), Indian Made Indian Liquor (IMIL) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer
Goods (FMCG)
B.
Adjustments for:
Depreciation & Amortization Expenses
Interest Paid
Miscellaneous Expenses
Operating Profit before Working capital changes
620,824
561,661,952
328,588,835
a.
Adjustments for:
(Increase) / Decrease in Inventories
(1,206,803,519)
(482,101,809)
(18,427,233)
(801,704,539)
(174,620,507)
168,694,092
262,704,607
106,083,971
(575,484,700)
(680,439,450)
(126,909,640)
(80,352,870)
(448,575,060)
(600,086,580)
Tangible Assets
(20,142,212)
(40,116,135)
24,308,964
(85,000,000)
(190,814,560)
(3,724,946)
(254,797,853)
These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian
Rupees, rounded o to the nearest Rupee.
b.
Use of Estimates
The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make
estimates, judgments and assumptions to be made that aect 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 dierence between the actual results and estimates are recognised in the period in which the results are known / materialised.
c.
(60,691,036)
Fixed Assets
i.
Tangible Assets
Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment
loss, if any.
135,000,000
The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended
use.
Non-Current Investments
17,500,000
299,365,968
998,917,544
596,314,763
Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of
the tangible assets.
Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.
(166,927,698)
(70,672,884)
(24,950,510)
(6,012,599)
959,539,336
818,995,248
2,347,144
(2,488,109)
1,370,646
3,858,755
3,717,789
1,370,646
ii.
d.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the
period of lease.
e.
Monoranjan Roy
Chartered Accountants
(DIN: 02275811)
Sd/-
Sd/-
Sd/-
D.N. Misra
Arup Thakur
Aditya Karwa
Proprietor
Company Secretary
Membership No.:050440
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Intangible Assets
Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.
Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is
reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets
are done on a straight-line basis over the estimated useful economic life.
Annual
Report
20 1516
70 71
f.
Impairment
In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged
to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior
accounting period is reversed if there has been a change in the estimate of recoverable amount.
q.
g.
Investments
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated
at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary.
r.
h.
Inventories
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories
comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to
their respective present location and condition.
Provisions
A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow
of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than
employee benefits, are not discounted to their present value and are determined based on management estimate required to
settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current
management estimates.
s.
Contingent Liabilities/Assets
No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to
materialize into liabilities after the year end till the date of finalization of accounts and have material eect on the position stated in
the Balance Sheet.
i.
Employee Benefits
There is no employee who is in receipt of remuneration in excess of the limits specified.
j.
Revenue Recognition
Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,
adjusted for discounts (net).
Dividend income, if any, is recognised when right to receive payment is established.
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.
k.
Borrowing Costs
Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary
costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.
l.
o.
p.
Income Tax
Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking
credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the
liabilities are accepted. Deferred Tax is recognized on timing dierences between taxable income and accounting income subject
to a consideration of prudence.
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.
Annual
Report
20 1516
72 73
Particulars
As at
31.03.2016
As at
31.03.2015
500,000,000
100,300,000
500,000,000
100,300,000
210,430,000
100,215,000
210,430,000
100,215,000
a)
No.
Amount (H)
No.
Amount (H)
10,021,500
100,215,000
10,021,500
100,215,000
10,021,500
100,215,000
Closing Balance
c)
As at 31.03.2015
Opening Balance
Add: Preferential Allotment
b)
As at 31.03.2016
1,000,000
10,000,000
21,043,000
210,430,000
10,021,500
100,215,000
e)
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
As at
31.03.2016
As at
31.03.2015
636,405
125,000,000
125,636,405
636,405
636,405
445,747,191
248,596,151
694,343,342
294,959,304
156,800,486
451,759,790
15,782,250
3,155,661
100,215,000
5,010,750
1,001,849
569,177,832
694,814,237
5,010,750
1,001,849
445,747,191
446,383,596
* The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming
AGM.
Notes # 4 Long-Term Borrowings
Secured Loan - Car Loan
Unsecured Loan - Director
2,909,047
3,767,335
617,500,000
600,000,000
620,409,047
603,767,335
Car Loan is from Punjab National Bank, the car being the primary security.
Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2016)
During the last 5 years preceding to March 31, 2016, the Company has allotted as fully paid up Bonus share in the ratio of 1:1 on
12.10.2015 as approved by Members in the EGM held on 29.09.2015.
As at 31.03.2016
Particulars
d)
Equity Shares
(In H)
As at 31.03.2015
No.
Amount (H)
No.
Amount (H)
6,986,786
69,867,860
2,993,393
29,933,930
34,920
349,200
1,090,998
10,909,980
6,986,786
69,867,860
4,084,391
40,843,910
1,916,797,165
917,021,333
1,916,797,165
917,021,333
Working Capital Loan has been availed under Consortium Banking arrangement from State Bank of Mysore, (Leader of Consortium) & other
member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank
Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank with sharing of pari passu charge by way of
hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.
Notes # 6 Trade Payables
Trade Payables
27,560,931
13,376,124
27,560,931
13,376,124
133,429,505
25,919,345
133,429,505
25,919,345
346,609,430
205,599,790
346,609,430
205,599,790
233,899,090
5,215,422
6,500,000
91,425,692
97,049,826
2,095,679
TOTAL
Motor Vehicle
Land
Building
Oce Equipment
Electrical Equipment
Particulars
233,899,090
5,215,422
6,500,000
91,425,692
97,049,826
2,095,679
23,909,609
7,702,862
As at
April 1, 2014
Previous Year
Tangible Assets as on 31.03.2015
TOTAL
Motor Vehicle
Land
Building
Oce Equipment
23,909,609
7,702,862
As at
April 1, 2015
Additions
during
the year
7,702,862
254,041,302
5,215,422
26,642,212
91,425,692
97,049,826
2,095,679
23,909,609
233,899,090
5,215,422
6,500,000
91,425,692
97,049,826
2,095,679
23,909,609
7,702,862
Deductions
As at
during the March 31, 2015
year
Deductions
As at
during the March 31, 2016
year
Gross Block
20,142,212
20,142,212
Additions
during
the year
Gross Block
21,514,463
1,629,466
8,506,659
4,319,006
545,026
4,822,453
1,691,853
For the
year
Deductions
Deductions
Depreciation Block
20,739,970
1,000,688
10,858,390
4,337,747
252,845
3,394,912
895,388
For the
year
34,336,876
18,176,484
7,207,452
1,074,369
6,215,870
1,662,701
As at
April 1, 2014
55,851,339
1,350,273
31,434,591
7,979,050
1,534,674
10,796,780
2,755,971
As at
April 1, 2015
Depreciation Block
4,051,503
4,946,891
3,865,149
6,500,000
59,991,101
89,070,776
561,005
13,112,829
178,047,751
Net Block
177,449,993
2,864,461
26,642,212
49,132,711
84,733,029
308,160
9,717,917
55,851,339
1,629,466
26,683,143
11,526,458
1,619,395
11,038,323
3,354,554
178,047,751
3,585,956
6,500,000
64,742,549
85,523,368
476,284
12,871,286
4,348,308
199,562,214
5,215,422
6,500,000
73,249,208
89,842,374
1,021,310
17,693,739
6,040,161
As at
As at
As at
March 31, 2015 March 31, 2015 March 31, 2014
76,591,309
2,350,961
42,292,981
12,316,797
1,787,519
14,191,692
3,651,359
As at
As at
As at
March 31, 2016 March 31, 2016 March 31, 2015
Net Block
20 1516
Electrical Equipment
Particulars
74 75
Particulars
As at
31.03.2016
As at
31.03.2015
Opening Balance
Incurred during the year
Less: Written o during the year
Raw Materials
Finished Goods
85,000,000
85,000,000
155,236,250
155,236,250
190,814,560
-
190,814,560
-
Notes # 14 Inventories
3,439,204
1,306,873
3,439,204
1,306,873
3,724,946
-
620,824
-
3,104,122
-
512,925,690
156,975,356
1,389,537,408
538,684,223
1,902,463,098
695,659,579
1,014,880,805
996,453,572
60,227,514
60,227,514
1,075,108,319
1,056,681,086
3,717,789
1,370,646
3,717,789
1,370,646
398,600,845
223,980,338
Annual
Report
20 1516
76 77
Particulars
(In H)
Particulars
IMFL
2,549,897,706
1,548,523,113
1,227,494,005
Traded - IMFL
2,873,214,281
2,660,260,974
996,798
60,227,514
FMCG EXPORT
FMCG - Domestic
225,939,757
95,775,769
501,988,517
225,939,757
(276,048,760)
(130,163,988)
(A)
FMCG
2,808,985,403
1,756,545,791
164,255,904
31,884,658
9,460,588,193
6,025,557,392
454,537,863
164,255,904
(B)
(290,281,959)
(132,371,246)
(A+B)
(566,330,719)
(262,535,234)
Total
1,409,333
1,409,333
149,503,009
109,372,132
149,503,009
109,372,132
156,975,356
21,473,958
2,535,680,325
1,563,063,402
331,820,385
156,975,356
2,360,835,296
1,427,562,004
148,488,562
64,423,386
2,360,835,296
1,427,562,004
282,547,512
148,488,562
2,226,776,346
1,343,496,828
1,405,040,004
181,105,305
1,223,934,699
1,223,934,699
150,463,516
(B)
1,073,471,183
(A+B)
3,300,247,529
1,343,496,828
Add: Purchase
Closing Stock of Raw Materials
COST OF RAW MATERIALS CONSUMED (IMIL)
Opening Stock of Finished Goods
COST OF RAW MATERIALS CONSUMED
Closing Stock of Finished Goods
Total Cost of Materials Consumed
Notes # 21 Purchases
26,040,000
21,700,000
26,040,000
21,700,000
2,063,871
1,623,034
Directors Remuneration
7,440,000
6,730,000
Legal Expenses
2,611,162
1,946,637
13,962,440
7,883,076
1,942,915
1,428,619
Rent
1,080,000
1,080,000
6,439,292
4,616,009
68,700
33,708
35,608,380
25,341,083
Business Promotion/Advertisement
52,621,751
46,001,563
Carriage Outwards
10,635,350
10,576,205
6,166,087
2,362,956
Godown Expenses
4,295,187
3,745,703
Organisational Expenses
Auditors' Fees
2,989,412,849
2,617,774,241
Godown Rent
Purchase of FMCG
2,850,352,901
1,763,107,277
Rebate on Sales
5,839,765,750
4,380,881,518
600,000
600,000
39,773,917
16,835,136
114,092,292
80,121,563
Annual
Report
20 1516
78 79
Particulars
166,927,698
70,672,884
166,927,698
70,672,884
c)
Subsidiary Companies
Finance Expense
2015-16
2014-15
6,600,000
6,600,000
152,500,000
300,000,000
617,500,000
600,000,000
600,000,000
620,824
620,824
Remuneration
Unsecured Loan Taken (during the year)
Mr. Monoranjan Roy
Unsecured Loan Taken (Outstanding at the end of the Year)
(In H)
Particulars
2015-16
2014-15
248,596,151
156,800,486
21,043,000
10,021,500
14,736,522
10,021,500
11.81
15.65
16.87
15.65
10.00
10.00
Notes # 29 Basis for calculation of Basic and Diluted Earnings per Share is as under:
c)
(In H)
Particulars
Audited
1.
2.
a)
b)
FMCG
31-Mar-15
6,650,605,992
4,208,784,088
2,809,982,201
1,816,773,305
9,460,588,193
6,025,557,392
Segment Results
a)
406,021,119
210,843,027
b)
FMCG
134,280,039
94,822,012
540,301,158
305,665,039
166,927,698
70,672,884
1,409,333
373,373,460
236,401,488
Tax Expenses
124,777,309
79,601,002
248,596,151
156,800,486
Total
Less: Other un-allocable expenditure
a) Interest
(In H)
2015-16
2014-15
Sales
Paul Distributors Private Limited
31-Mar-16
Segment Revenue
Subsidiary Companies
Year Ended
32,359,995
21,331,000
32,271,375
(25,000,000)
(16,000,000)
Loan & Advances [Unsecured Loan Given / (Recovered) during the year]
3.
Capital Employed
a)
958,776,185
694,174,057
b)
FMCG
405,097,523
299,648,751
1,363,873,708
993,822,808
Annual
Report
20 1516
80 81
Consolidated
Financial Statements
b)
c)
Other Matter
We did not Audit total assets of H22.88 Crore as at March 31, 2016,
total revenues of H41.89 Crore and Net Cash Inflows amounting
to H93.84 Lacs for the year ended, included in the accompanying
Consolidated Financial Statements in respect of Subsidiaries,
whose Financial Statements and other Financial Information have
been Audited by other Auditors and whose reports have been
furnished to us. Our opinion, in so far as it relates to the aairs of
such Subsidiaries is based solely on the report of other Auditors. Our
opinion is not qualified in respect of this matter.
Place: Kolkata
Date: 28.04.2016
Sd/D.N. Misra
Proprietor
Membership No.:050440
Annual
Report
20 1516
82 83
(In H)
Note No.
As at
31.03.2016
As at
31.03.2015
210,430,000
100,215,000
712,041,264
457,159,795
Minority Interest
62,834,931
59,902,058
626,659,047
622,767,335
Short-Term Borrowings
1,916,797,165
917,021,333
Trade Payables
70,901,368
99,251,149
151,725,837
39,780,698
Short-Term Provisions
360,428,237
222,801,184
4,111,817,849
2,518,898,552
Non-Current Liabilities
Current Liabilities
TOTAL
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets
199,194,252
200,219,846
10
40,116,135
11
88,272,806
88,272,806
12
193,697,677
2,883,117
13
9,461,294
11,077,747
Miscellaneous
Particulars
Note No.
(In H)
INCOME
Shareholders Funds
Consolidated Statement of Profit and Loss for the year ended 31.03.2016
14
3,149,468
70,693
19
9,875,965,624
6,921,950,441
Other Incomes
20
3,567,104
7,601,820
9,879,532,728
6,929,552,261
21
3,301,544,908
1,450,964,747
Purchase
22
6,155,557,100
5,115,749,200
Change in inventories
23
(550,760,310)
(280,226,464)
24
179,135,552
124,393,544
25
41,632,410
33,862,398
26
54,558,440
39,087,974
27
115,769,855
89,442,638
Finance Costs
28
167,006,772
70,791,677
10
23,079,995
24,417,418
Preliminary expenses
29
646,171
25,347
9,488,170,893
6,668,508,479
391,361,835
261,043,782
131,765,531
87,638,976
1,616,453
1,222,514
2,932,873
5,611,031
255,046,978
166,571,261
Current Assets
Inventories
15
2,009,006,501
819,070,771
Trade Receivables
16
1,131,439,390
1,129,029,805
1)
Basic
30
12.12
16.62
17
4,904,913
11,203,997
2)
Diluted
30
17.30
16.62
18
TOTAL
Significant Accounting Policies
432,575,413
257,069,770
4,111,817,849
2,518,898,552
The accompanying notes form an integral part of the Consolidated Financial Statements
As per our report of even date attached
Monoranjan Roy
Chairman & Managing Director
(DIN: 02275811)
Sd/D.N. Misra
Proprietor
Membership No.:050440
Sd/Arup Thakur
Executive Director & CFO
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Sd/Aditya Karwa
Company Secretary
The accompanying notes form an integral part of the Consolidated Financial Statements
As per our report of even date attached
Monoranjan Roy
Chairman & Managing Director
(DIN: 02275811)
Sd/D.N. Misra
Proprietor
Membership No.:050440
Sd/Arup Thakur
Executive Director & CFO
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Sd/Aditya Karwa
Company Secretary
Annual
Report
20 1516
84 85
(In H)
For the year ended
31.03.2016
391,361,835
261,043,782
Depreciation
23,079,995
24,417,418
Interest Paid
167,006,772
70,791,677
CORPORATE INFORMATION
Pincon Spirit Limited (referred to as PSL or the Company) (CIN No: L67120WB1978PLC031561) is a public company domiciled in India
and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE
Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made
Foreign Liquor (IMFL), Indian Made Indian Liquor (IMIL) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer
Goods (FMCG).
B.
Adjustments for:
Miscellaneous Expenses
Operating Profit before Working capital changes
646,171
25,347
582,094,773
356,278,224
a.
Adjustments for:
(Increase) / Decrease in Inventories
(1,189,935,730)
(501,090,418)
(2,409,585)
(848,122,217)
(175,505,643)
108,803,394
221,222,411
169,949,993
(564,533,774)
(714,181,024)
(131,765,531)
(87,638,976)
(696,299,305)
(801,820,000)
(22,054,401)
Intangible Assets
Capital Working in Progress
Long-Term Loans and Advances
Miscellaneous Expenses
Net Cash from Investing Activities
C.
These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian
Rupees, rounded o to the nearest Rupee.
b.
Use of Estimates
The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make
estimates, judgments and assumptions to be made that aect 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 dierence between the actual results and estimates are recognised in the period in which the results are known / materialised.
c.
(84,648,036)
(40,116,135)
(190,814,560)
52,889,582
(3,724,946)
(256,710,042)
(31,758,454)
Fixed Assets
i.
Tangible Assets
Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment
loss, if any.
135,000,000
The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended
use.
319,000,000
4,750,000
595,680,731
Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of
the tangible assets.
Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.
998,917,544
(70,791,677)
(167,006,772)
(6,012,599)
(24,950,509)
837,876,455
946,710,263
843,487,486
(6,299,084)
4,298,001
Interest Paid
11,203,997
6,905,996
4,904,913
11,203,997
ii.
d.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the
period of lease.
e.
Monoranjan Roy
Chartered Accountants
(DIN: 02275811)
Sd/-
Sd/-
Sd/-
D.N. Misra
Arup Thakur
Aditya Karwa
Proprietor
Company Secretary
Membership No.:050440
(DIN: 03476120)
Place: Kolkata
Date: 28.04.2016
Intangible Assets
Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.
Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is
reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets
are done on a straight-line basis over the estimated useful economic life.
Annual
Report
20 1516
86 87
f.
Impairment
In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged
to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior
accounting period is reversed if there has been a change in the estimate of recoverable amount.
q.
g.
Investments
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated
at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary.
r.
h.
Inventories
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories
comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to
their respective present location and condition.
Provisions
A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow
of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than
employee benefits, are not discounted to their present value and are determined based on management estimate required to
settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current
management estimates.
s.
Contingent Liabilities/Assets
No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to
materialize into liabilities after the year end till the date of finalization of accounts and have material eect on the position stated in
the Balance Sheet.
i.
Employee Benefits
There is no employee who is in receipt of remuneration in excess of the limits specified.
j.
Revenue Recognition
Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,
adjusted for discounts (net).
Dividend income, if any, is recognised when right to receive payment is established.
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.
k.
Borrowing Costs
Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary
costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.
l.
o.
p.
Income Tax
Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking
credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the
liabilities are accepted. Deferred Tax is recognized on timing dierences between taxable income and accounting income subject
to a consideration of prudence.
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.
Annual
Report
20 1516
88 89
Particulars
As at
31.03.2016
As at
31.03.2015
(In H)
Particulars
As at
31.03.2016
As at
31.03.2015
Authorised Capital
500,000,000
100,300,000
636,405
636,405
500,000,000
100,300,000
125,000,000
125,636,405
636,405
210,430,000
100,215,000
210,430,000
100,215,000
456,523,390
295,964,728
a)
As at 31.03.2015
Amount (H)
No.
Amount (H)
Opening Balance
10,021,500
100,215,000
10,021,500
100,215,000
10,021,500
100,215,000
1,000,000
10,000,000
21,043,000
210,430,000
10,021,500
100,215,000
Closing Balance
c)
As at 31.03.2016
No.
e)
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
As at 31.03.2016
255,046,978
166,571,261
711,570,368
462,535,989
15,782,250
5,010,750
3,155,660
1,001,849
100,215,000
5,010,750
1,001,849
586,404,859
456,523,390
(a+b)
712,041,264
457,159,795
Less: Appropriations
(a) Proposed final Dividend on Equity Shares*
(b) Tax on Dividend
(c) Conversion into Equity due to Issue of Bonus Share
* The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming
AGM.
d)
Equity Shares
Opening Balance
Add: Profit for the Year
b)
a
(b) Surplus in the Statement of Profit & Loss
Minority Interest
62,834,931
59,902,058
62,834,931
59,902,058
2,909,047
3,767,335
No.
Amount (H)
No.
Amount (H)
6,986,786
69,867,860
2,993,393
29,933,930
34,920
349,200
1,090,998
10,909,980
6,986,786
69,867,860
4,084,391
40,843,910
623,750,000
619,000,000
626,659,047
622,767,335
Other Payables
Security Deposit
70,901,368
99,251,149
151,725,837
38,780,698
1,000,000
151,725,837
39,780,698
360,428,237
222,801,184
360,428,237
222,801,184
9,544,163
Motor Vehicle
9,544,163
Motor Vehicle
288,303,399
15,384,490
TOTAL
119,831,500
3,088,435
103,427,618
26,694,464
10,332,729
As at
April 1, 2014
Electrical Equipment
Particulars
Previous Year
Tangible Assets as on 31.03.2015
288,303,399
15,384,490
TOTAL
119,831,500
3,088,435
103,427,618
26,694,464
10,332,729
Electrical Equipment
Additions
during
the year
310,357,800
9,544,163
37,438,891
119,831,500
103,427,618
3,088,435
26,694,464
10,332,729
288,303,399
9,544,163
15,384,490
119,831,500
103,427,618
3,088,435
26,694,464
10,332,729
Deductions
As at
during the March 31, 2015
year
Gross Block
22,054,401
22,054,401
63,666,135
1,848,766
42,191,098
6,892,636
1,804,463
8,173,385
2,755,787
As at
April 1, 2014
88,083,553
4,048,016
52,352,575
11,517,984
2,400,022
13,147,502
4,617,454
24,417,418
2,199,250
10,161,477
4,625,348
595,559
4,974,117
1,861,667
For the
year
Deductions
Depreciation Block
23,079,995
1,422,955
12,213,687
4,614,252
287,325
3,507,310
1,034,466
Net Block
5,496,147
15,384,490
67,478,925
91,909,634
688,413
13,546,962
5,715,275
200,219,846
Net Block
199,194,252
4,073,192
37,438,891
55,265,238
87,295,382
401,088
10,039,652
4,680,809
88,083,553
4,048,016
52,352,575
11,517,984
2,400,022
13,147,502
4,617,454
200,219,846
5,496,147
15,384,490
67,478,925
91,909,634
688,413
13,546,962
5,715,275
224,637,264
7,695,397
15,384,490
77,640,402
96,534,982
1,283,972
18,521,079
7,576,942
As at
As at
As at
March 31, 2015 March 31, 2015 March 31, 2014
111,163,548
5,470,971
64,566,262
16,132,236
2,687,347
16,654,812
5,651,920
As at
As at
As at
March 31, 2016 March 31, 2016 March 31, 2015
Working Capital Loan has been availed under Consortium Banking arrangement, from State Bank of Mysore, (Leader of Consortium) & other
member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank
Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank ,with sharing of pari passu charge by way of
hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.
Deductions
917,021,333
For the
year
1,916,797,165
Depreciation Block
917,021,333
As at
April 1, 2015
(In H)
Deductions
As at
during the March 31, 2016
year
Trade Payables
1,916,797,165
Gross Block
Additions
during
the year
As at
April 1, 2015
Particulars
Particulars
20 1516
Annual
Report
Corporate overview | Statutory reports | Financial statements
90 91
Annual
Report
20 1516
92 93
Particulars
As at
31.03.2016
As at
31.03.2015
88,272,806
88,272,806
88,272,806
88,272,806
Security Deposit
Deposit With Excise Dept.
Particulars
2,614,529,075
1,696,064,741
1,227,494,005
Traded - IMFL
3,223,960,343
3,409,112,395
(In H)
FMCG Export
190,814,560
2,303,117
2,303,117
580,000
580,000
193,697,677
2,883,117
FMCG - Domestic
Interest Income
9,461,294
11,077,747
9,461,294
11,077,747
60,227,514
1,756,545,791
9,875,965,624
6,921,950,441
3,567,104
6,192,487
1,409,333
3,567,104
7,601,820
996,798
2,808,985,403
96,040
3,724,946
646,171
25,347
3,149,468
70,693
Notes # 15 Inventories
Raw Materials
Finished Goods
512,925,690
158,272,736
1,496,080,811
660,798,035
2,009,006,501
819,070,771
Add: Purchase
Closing Stock of Raw Materials
1,071,211,876
1,068,802,291
60,227,514
60,227,514
1,131,439,390
1,129,029,805
4,904,913
11,203,997
4,904,913
11,203,997
432,575,413
257,069,770
432,575,413
257,069,770
331,820,385
158,272,736
2,362,132,675
1,535,029,923
148,488,562
64,423,386
2,362,132,675
1,535,029,923
282,547,512
148,488,562
2,228,073,725
1,450,964,747
1,405,040,004
181,105,305
1,223,934,699
1,223,934,699
150,463,516
(B)
1,073,471,183
(A+B)
3,301,544,908
1,450,964,747
Purchase of IMFL
3,305,204,199
3,352,641,923
Purchase of FMCG
2,850,352,901
1,763,107,277
6,155,557,100
5,115,749,200
21,473,958
1,671,828,701
158,272,736
2,535,680,324
Notes # 22 Purchases
Annual
Report
20 1516
94 95
Particulars
(In H)
Particulars
IMFL
Business Promotion/Advertisement
52,967,579
46,142,071
348,053,569
200,198,351
Carriage Outwards
10,635,350
10,576,205
608,531,920
348,053,569
6,166,087
2,362,956
(147,855,218)
Godown Expenses
4,295,187
3,745,703
(A)
(260,478,351)
Godown Rent
FMCG
Opening Stock of Finished Goods
164,255,904
31,884,658
454,537,863
164,255,904
(B)
(290,281,959)
(132,371,246)
(A+B)
(550,760,310)
(280,226,464)
Total
600,000
600,000
39,773,917
24,592,283
Salesman Commission
232,540
270,755
622,452
261,805
69,603
128,075
Rebate on Sales
179,135,552
124,393,544
179,135,552
124,393,544
33,862,398
41,632,410
33,862,398
255,057
450
7,150,000
115,424
1,987,452
428,958
14,353,592
1,120
8,186,524
678,880
92,541
4,617,530
1,220,446
39,087,974
167,006,772
70,791,677
167,006,772
70,791,677
646,171
25,347
646,171
25,347
Audit Fees
Books & Periodicals
Directors Remuneration
Donation & Subscription
Legal Expenses
Sta Welfare
Organizational Expenses
Business Development
Travelling & Conveyance
General Expenses
Promotional Marketing
Rates & Taxes
Rent
762,785
89,442,638
407,140
115,769,855
(In H)
Particulars
2015-16
2014-15
255,046,978
166,571,261
21,043,000
10,215,000
Notes # 30 Basis for calculation of Basic and Diluted Earnings per Share is as under:
14,736,522
10,215,000
12.12
16.62
17.30
16.62
10.00
10.00
Annual
Report
20 1516
c)
2015-16
2014-15
32,359,995
21,331,000
32,271,375
(25,000,000)
(16,000,000)
6,600,000
6,600,000
152,500,000
300,000,000
617,500,000
600,000,000
600,000,000
Sales
Paul Distributors Private Limited
Purchase/Other Manufacturing Expenses
Loan & Advances [Unsecured Loan Given / (Recovered) during the year]
A
PRODUCT
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What makes
Pincon Spirit
Limited one of
the most exciting
liquor companies
in India today?
PINCON SPIRIT LIMITED
www.pinconspirit.in
15
38th Annual
Report 20 16