Directors Report of Pioneer Investcorp Ltd.

Mar 31, 2024

Your directors are pleased to present the 39th Annual Report, together with the audited financial statements of your Company for the year ended 31st March 2024.

1. Financial Results

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014.

The financial statements for the financial year ended 31st March 2024 and 31st March 2023 are Ind AS compliant.

The Standalone and Consolidated financial highlights of your Company for the year ended 31st March 2024 are summarized as follows:

	Standalone		Consolidated
Financial Highlights	2023-2024	2022-2023	2023-2024	2022-2023
	(Rs. in lakhs)	(Rs. in lakhs)	(Rs. in lakhs)	(Rs. in lakhs)
Total Income	2644.97	2360.45	4101.81	2644.97
Profit before Tax	309.65	214.54	666	309.65
Less/(Add): Tax expenses	(66.17)	(98.62)	(259.10)	(66.17)
Net Profit after Tax	243.49	115.92	406.95	205.55

2. Company''s Performance

The Company is engaged in the business of portfolio investments in securities and to deal in Government Securities including Government Bonds, Loans, National Savings Certificates, Post Office Savings Schemes, Units in Investments etc. and it is also registered Merchant Banker. There has been no change in the business of the Company during the financial year ended 31st March 2024.

The highlights of the Company''s performance on standalone basis are as under:

• Revenue from Operation in the Financial Year 2024 is Rs. 2562.28 lakhs as compared to Rs. 2321.74 lakhs in previous Financial Year 2023.

• Net Profit After Tax is Rs. 243.49 lakhs in Financial Year 2024 as compared to Net Profit of Rs. 115.92 lakhs in previous Financial Year 2023.

3. Dividend

In order to strengthen the Company''s working capital requirements for the growth of the Company, the Board of Directors of the Company has decided not to recommend a dividend for the Financial Year 2023-24.

4. Transfers to Reserves

The Company has not transferred any amount to the Reserves for the year ended 31st March 2024.

5. Share Capital

The details of Share capital of the Company are as under:

Particular	As at 31st March, 2024		As at 31st March, 2023
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	25,000,000	250,000,000	25,000,000	250,000,000
Issued, Subscribed & Paid Up Capital: Equity Shares of Rs 10/- each	12,296,908	122,969,080	12,296,908	122,969,080

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The details of the subsidiaries, joint ventures or associate companies are as mentioned below:

Sr No.	Name of the Company	Subsidiary/Joint Venture/Associate
1.	Infinity.Com Financial Securities Limited	Wholly Owned Subsidiary Company
2.	Pioneer Wealth Management Services Limited	Wholly Owned Subsidiary Company
3.	Pioneer Money Management Limited	Wholly Owned Subsidiary Company
4.	Pioneer Investment Advisory Services Limited	Wholly Owned Subsidiary Company
5.	Pioneer Fundinvest Private Limited	Wholly Owned Subsidiary Company
6.	PINC Finserve Private Limited	Wholly Owned Subsidiary Company
7.	*E-Ally Securities (India) Private Limited	Wholly Owned Subsidiary Company

*During the year under review company has acquired one more Wholly owned subsidiary company, E-Ally Securities (India) Private Limited on 23rd October 2023.

Further, a statement containing the salient features of the financial statement of subsidiary Company in the prescribed format AOC-1 is appended as an “Annexure 1” to the Board''s report. The statement also provides the details of performance, financial positions of the subsidiary company In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company on http://www.pinc.co.in.

7. Directors Responsibility Statement

The Board of Directors of the Company, pursuant to Section 134(5) of the Act, to the best of its knowledge and ability, confirm that:

I) In the preparation of the Annual Accounts for the year ended 31st March 2024, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same.

ii) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company as of 31st March 2024 and of the Profit of the Company for the year ended on that date.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) they have prepared the annual accounts on a going concern basis.

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report.

9. Directors and Key Management Personnel Board of Directors

In accordance with the applicable provisions of Section 152 of the Act and the Articles of Association of the Company Mr. T. D. Jatia (DIN 02228722), Director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for the re-appointment.

Further, Mr. A. T. Krishnakumar is proposed to be re-appointed as Non-Executive Independent Director of the Company for the second term of five years in the ensuing Annual General Meeting, subject to members'' approval.

There has been no change in the constitution of the Board during the year under review i.e. the structure of the Board remains the same.

Key Management Personnel

During the year under review, there was a change in Company Secretary of the Company. Mr. Amit Chandra resigned from the board w.e.f. 31st January 2024 and Ms. Riddhi Dilip Sidhpura was appointed as Company Secretary w.e.f. 14th February 2024.

10. INDEPENDENT DIRECTORS (A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE ACT)

In accordance with the provisions of Section 149(7) of the Act, Mr. A. B. Desai, Mr. A. T. Krishnakumar, Mrs. K. C. Maniar and Mr. S. P. Dalal, Independent Directors of the Company as on 31st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014

During the financial year 2023-24 a separate meeting of Independent Directors was held on 22nd March 2024, without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors; and

• assess 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.

11. ANNUAL EVALUATION OF BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.The Board evaluated its performance after seeking input from all the directors based on criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc. The performance of the Committees was evaluated by the Board after seeking input from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of Non-Independent Directors, Board as a whole and of the Chairman of the Board.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2024 is available on the Company''s website at www.pinc.co.in

13. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD

During the financial year 2023-24, 4(four) Board meetings were convened. The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

As on 31st March 2024, the board had 4(four) committees Audit Committee (“AC”), Nomination and Remuneration Committee (“NRC”), Corporate Social Responsibility Committee (“CSR Committee”), the Stakeholders'' Relationship Committee (“SRC”), (the AC, NRC, CSR Committee and SRC are collectively referred to as “Committees”).

14. AUDIT COMMITTEE

During the financial year 2023-24, 4(four) Audit Committee meetings were convened. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The CSR Committee comprises Mr. A. B. Desai (Chairperson), Mrs. K. C. Maniar and Mr. G. M. Gandhi Managing Director, and Mr. A. T. Krishnakumar. During the financial year 2023-24, the company ceases to meet the eligibility criteria of Section 135 of the Companies Act 2013 i.e. net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during the immediately preceding financial year.

16. AUDITORS

i) Auditors and Auditors Report

The Auditors'' Report for financial year 2023-24 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2023-24 is enclosed as to the Board''s report, which forms part of this Integrated Annual Report.

ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Vineeta Patel & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2024. The Secretarial Audit Report for the financial year ended 31st March 2024 is enclosed with this report as “Annexure 2”.

The Secretarial Audit Report is self-explanatory and thus does not require any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer. The Company is following the Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company''s material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Infinity.com Financial Securities Limited and Pioneer Wealth Management Services Limited forms part of this report. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

iii) Cost Auditors

The Company is not required to keep cost records or appoint cost auditors.

iv) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed Ms. Riddhi Dilip Sidhpura, as an Internal Auditor of the Company for financial year 2023-2024.

17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY TRANSACTIONS

The Company''s related party transactions are mostly with its Wholly Owned Subsidiaries. All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries, or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the company and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Company, nor were there any transactions with related parties, which were not on arm''s length basis. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company for the year under review. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements. Prior omnibus approval for day-to-day transactions is also obtained from the Audit Committee for the related party transactions which are repetitive in nature as well as for the business transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.pinc.co.in. Your directors draw the attention of the members to note no. 34 to the financial statement which sets out related party transactions disclosures.

18. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March 2024 to which these financial statements relates and the date of this report.

However, during the year under review company has acquired E-Ally Securities (India) Private Limited (Wholly Owned subsidiary company).

19. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

20. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as “Annexure 3”. The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Jayesh Dadia & Associates, Statutory Auditors, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors'' Report.

21. RISK MANAGEMENT FRAMEWORK

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing Regulations, the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and mitigation of the various risks that the Company and its wholly owned subsidiaries may face in the conduct of its business.

22. INTERNAL FINANCIAL CONTROLS

The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Further, the Board also keeps updating Internal financial controls to ensure that these measures are functioning efficiently in the ordinary course of business.

23. Employee Stock Option Scheme (ESOP)

During the year end under review, 2,19,250 stock options were lapsed and forfeited and as on 31st March 2024, 6,01,750 Stock Options were in force. The statutory disclosure relating to ESOP scheme is available at Company''s website www.pinc.co.in.

24. VIGIL MECHANISM

The Company in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, and by taking into consideration the principles of good governance, has devised, adopted, and implemented a vigil mechanism, in the form of ''Whistle Blower Policy'', for the directors and employees. This policy enables them to report genuine concerns in such manner as, may be prescribed. Further policy provides adequate safeguards against victimization to persons and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at www.pinc.co.in.

25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND EXPENDITURES

The Company''s administrative department ensures to conserve energy wherever possible, and its IT department ensures that Company''s software and IT system are updated to ensure efficient technology absorption. Further Company''s foreign exchange earnings and expenditures during the year under review were nil.

27. COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends which remains unclaimed or unpaid for seven years from the date of transfer to unpaid account, are required to be transferred by the Company to the IEPF established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF Authority.

a) Dividend

The Company has transferred to IEPF Account the entire unclaimed Dividends lying with the Company. Members wishing to claim dividends, which have remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or Company Secretary at the Company''s registered office.

b) Shares

Further, those shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more, were also transferred as per the requirements of IEPF rules, details of which will be provided on Company''s website www.pinc.co.in.

29. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure 4” to this Report.

30. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or to the Board.

8. There has been no change in business of the Company.

9. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. CODE OF CONDUCT

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading (“Code of Conduct” or “Code”) which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the workplace, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code.

The Code is available on website of the Company at www.pinc.co.in

32. APPRECIATION

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders, and client for their continued support.

On behalf of the Board of Directors

Registered Office: By Order of the Board of Directors

1218, Maker Chambers V, ^{For Pioneer} ln^veste°i-p Urnted

Nariman Point, Mumbai - 400 021.

Tel No. : 91-22-66186633

CIN: L65990MH1984PLC031909

Website: www.pinc.co.in

E-mail id: [e-mail]

Sd/- Sd/-

Date: 16^th July 2024 G.M.Gandhi A. B. Desai

Place: Mumbai Managing Director Director

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Mar 31, 2023

The Board of Directors is pleased to present 38th Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2023.

1. Financial Results

	Standalone		Consolidated
Financial Highlights	2022-2023	2021-2022	2022-2023	2021-2022
	(Rs. in lakhs)	(Rs. in lakhs)	(Rs. in lakhs)	(Rs. in lakhs)
Profit before Tax	214.54	423.51	359.29	499.48
Less/(Add): Tax expenses	98.62	56.58	153.73	126.10
Net Profit after Tax	115.92	366.93	205.56	373.38

2. Economic Recoveries amid high Inflation and interest rates

The global economy is in a recovery phase following the impacts of the Covid-19 pandemic and the Russia-Ukraine war. While supply constraints have eased, inflation remains a concern due to volatile oil prices. In the near term, the operating environment is expected to remain volatile with global slowdown risks and weather-related uncertainty. While inflation has moderated, commodities remain elevated vis-a-vis longer-term averages.

The steady demand and easing of supply constraints are expected to strengthen the Indian economy, with inflation projected to remain within the target range and no further rate hikes anticipated in the future.

3. Company''s Performance

The performance of company''s income from operations and Profits during the Financial Year 2022-23 was impacted due to higher interest rate resulting in lower credit intake from the Corporates impacting debt syndication business of the Company and also hike in repo rate by RBI during the year created lesser investment and trading opportunities in the Company''s investment and trading business of Government Securities and corporate bond, resulting in increase in Net Profit at Standalone and Consolidated level.

Further this is to inform the members that no material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

4. Share Capital

During the year under review, the Company''s Issued, Subscribed and Paid-up Equity Share Capital remains unchanged at Rs.1229.69 lakhs as of March 31st, 2023.

5. Dividend

To further strengthen the Company''s working capital requirements, for the growth of the Company, the Board of Directors of the Company has decided not to recommend dividend for the Financial Year 2022-23.

6. Transfers to Reserves

The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.

7. Wholly owned subsidiaries

During the Financial Year 2022-23, there were no material changes in the nature of the business of existing six wholly owned subsidiaries as compared to previous year. During the year, Pioneer Wealth Management Services Ltd. a wholly owned subsidiary holding Portfolio Management Registration with SEBI, has also registered itself with SEBI as Research Analyst (RA) and as Investment Advisor (IA) to venture into both online and offline retail business.

8. Performance and Financial Position of Wholly owned Subsidiaries

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of subsidiaries, and its contribution to the overall performance of the group is appended as “Annexure 3” to the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of financial statement of subsidiaries in Form AOC-1 is annexed to the Consolidated Financial Statement in the Annual Report.

9. Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, a consolidated financial statement of the Company along with its 6(six) Wholly owned Subsidiaries has been prepared in the same form and manner as that of the Company which shall be laid before the ensuing AGM along with the laying of the Company''s Standalone Financial Statement under Section 129(2).

Further, pursuant to the provisions of Accounting Standard (AS-21), notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs, the Consolidated Financial Statements of the Company along with its six Wholly owned subsidiaries for the year ended March 31, 2023, forms part of this Annual Report.

The Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries and instead to publish the Consolidated Accounts pursuant to Section 136(1) of the Act. Annual Audited Accounts of all its existing subsidiaries can also be obtained by members of the Company by making a written request to the Company. The Accounts of these subsidiaries are also available for inspection to members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements to this Annual Report, which includes Accounts of all its six existing subsidiaries.

10. Directors Responsibility Statement

The Board of Directors of the Company, pursuant to Section 134(5) of the Act, to the best of its knowledge and ability, confirm that:

I) In the preparation of the Annual Accounts for the year ended 31st March 2023, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same.

ii) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company as of 31st March 2023 and of the Profit of the Company for the year ended on that date.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March 2023, have been prepared on a going concern basis.

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report.

12. Directors and Key Management Personnel Board of Directors

There was no change in the board of directors of the company and the current board comprises of 6 directors. Out of which 4 are independent non-executive directors namely Mrs. K. C. Maniar (DIN 06926167) - women director, Mr. A. B. Desai (DIN 01488287), Mr. A. T. Krishnakumar (DIN 00926304) and Mr. S. P. Dalal (DIN 03187574).

The other Director being Mr. Tushya Jatia (DIN 02228722), who is non-independent non-executive Director and Mr. G. M. Gandhi (DIN 00008057) Managing Director. Brief particulars of Tushya Jatia, director, being eligible for reappointment is mentioned in item no.2 of the notice and explanatory statement.

Key Management Personnel

During the year end under review, there were no changes in the Key Management Personnel.

13. Board Evaluation

The policy adopted by the company lay down criteria for performance evaluation of the directors including chairperson, managing director, board committees and the board in line with the provisions of the Companies Act, 2013, and SEBI''s LODR Regulations. The policy continued to assist the company in the way formal evaluation should be made.

14. Corporate Governance

Corporate Governance is all about maximizing shareholder value legally, ethically, and sustainably. Our Company values shareholders as partners in our success and remain committed to maximising shareholders'' value. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance is included in the Annual Report.

15. Related Party Transactions

The Company''s related party transactions are mostly with its Wholly Owned Subsidiaries. All the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries, or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the company and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Company, nor were there any transactions with related parties, which were not on arm''s length basis. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company for the year under review. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements. Prior omnibus approval for day-to-day transactions is also obtained from the Audit Committee for the related party transactions which are repetitive in nature as well as for the business transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee for their approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.pinc.co.in, Your Directors'' draw attention of the members to note no. 32 to the financial statement which sets out related party transactions disclosures.

16. Corporate Social Responsibility (CSR)

The CSR Committee comprises Mr. A. B. Desai (Chairperson), Mrs. K. C. Maniar and Mr. G. M. Gandhi Managing Director, and Mr. A. T. Krishnakumar. During the financial year 2022-23, the Company has spent an amount of Rs.2,50,000/- on CSR activities, the details are mentioned in Annexure 1.

17. Risk Management Policy

The existing Risk Management Policy is in line with the requirements for the Company. The existing policy being amended on regular basis by the Board as per the changing circumstances and the amended policy assists the Board on risk assessment, management and contributes to controls, manage, measure, and mitigate the risk faced by the company and its wholly owned subsidiaries in its day-to-day operations.

18. Internal Financial Controls

The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Further, the Board also keeps updating Internal financial controls to ensure that these measures are functioning efficiently in the ordinary course of business.

19. Employee Stock Option Scheme (esop)

During the year end under review, 1,50,000 stock options were lapsed and forfeited and as on 31st March 2023, 8,21,000 Stock Options were in force. The statutory disclosure relating to esop scheme is available at Company''s website www.pinc.co.in.

20. Auditors and Auditors Report

The Auditors'' Report for financial year 2022-23 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Integrated Annual Report.

The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2022-23 is enclosed as to the Board''s report, which forms part of this Integrated Annual Report.

21. Secretarial Auditor & Secretarial Audit Report

CS Bhumika & Co., Practicing Company Secretary, (ICSI membership no. A37321 and C.P.no.19635) was the secretarial auditor of the Company for the financial year 2022-23. The Report of Secretarial Auditor is annexed to this Directors'' report as Annexure 2. There are no observations, reservations, or adverse remarks in the Secretarial Audit Report.

DISCLOSURES:

22. Board and its Sub-committees

The composition of the Board and its Sub-committees as required to be constituted as per the SEBI (LODR) Regulations and the meetings held therein are mentioned in the Corporate Governance Report.

23. Audit Committee

The present members are Mrs. K C. Maniar (Chairperson), Mr. A. B. Desai, Mr. A. T. Krishnakumar, Mr. S. P. Dalal and Managing Director Mr. G. M. Gandhi. The Audit Committee consist of well qualified Chartered Accountant and Professional having decades of experience in the field of Finance, Accounts, and taxation. Further recommendations made by the Audit Committee were accepted by the Board during the financial year 2022-23.

24. Vigil Mechanism

The Company in line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, and by taking into consideration the principles of good governance, has devised, adopted, and implemented a vigil mechanism, in the form of ''Whistle Blower Policy'', for the directors and employees. This policy enables them to report genuine concerns in such manner as, may be prescribed. Further policy provides adequate safeguards against victimization to persons and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at www.pinc.co.in

25. Meetings of the Board

The Board of Directors of the Company held Five (5) meetings including separate meeting only of Independent Directors were held during the Financial Year 2022-23. For further details on the Board Meetings, please refer to the report on Corporate Governance forming part of the Annual Report.

26. Annual Disclosures from Directors

The Company has received Annual Disclosures from Directors and a declaration from all the Independent Directors of the Company for the Financial Year 2023-24.

27. Loans given, Investments made, guarantees given, and securities provided.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statement.

28. Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures.

The Company''s administrative department ensures to conserve energy wherever possible, and its IT department ensures that Company''s software and IT system are updated to ensure efficient technology absorption. Further Company''s foreign exchange earnings and expenditures during the year under review were nil.

29. Secretarial Standard

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

30. Annual Return

The Annual Return of the Company as on 31st March 2023 is available on Company''s website at www.pinc.co.in.

31. Familiarization Programs for Independent Directors

These programmes are designed to assist independent Directors of the Company to understand the business in depth and contribute significantly to the Company. Details of programs that were undertaken for familiarizing the Independent Directors can be accessed on the Company''s website at www.pinc.co.in.

32. Investor Education and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends which remains unclaimed or unpaid for seven years from the date of transfer to unpaid account, are required to be transferred by the Company to the IEPF established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more shall also be transferred to demat account created by the IEPF Authority.

a) Dividend

The Company has transferred to IEPF Account the entire unclaimed Dividends lying with the Company. Members wishing to claim dividends, which have remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or Company Secretary at the Company''s registered office.

b) Shares

Further, those shares in respect of which dividend have not been claimed or paid to the shareholders for seven consecutive years or more, were also transferred as per the requirements of IEPF rules, details of which will be provided on Company''s website www.pinc.co.in.

33. Particulars of Employees and related disclosures

The Board of Directors affirms that the remuneration paid to employees of the Company is as per the Nomination and Remuneration Policy of the Company. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration more than the limits set out in the said rule, forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company at email id: [e-mail]

34. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

4. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

7. No fraud has been reported by the Auditors to the Audit Committee or to the Board.

8. There has been no change in business of the Company.

9. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

10. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders, and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi A T Krishnakumar

11^th _August, ₂₀₂₃. Managing Director Director

(DIN - 00008057) (DIN - 00926304)

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Mar 31, 2018

DIRECTORS'' REPORT

To The Members,

The Directors have pleasure in presenting 33rd Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2018

Financial Highlights	2017-2018	2016-2017
	(Rs. in lakhs)	(Rs. in lakhs)
Profit before Tax	137.43	2151.72
Less/(Add): Tax expenses	(15.22)	854.73
Net Profit after Tax	152.65	1296.99

Economic Review

During the year end under review, it was contrasting two half for the Indian Economy in which first half was embarked by adjustment relating to Demonetization and practical difficulties relating to implementation of Goods & Service Tax (GST) faced by the Industry that affected the business sentiment during the first half. However, the things were dramatically improved in the second half, after the complete demonetization of the Indian economy and smoothening of GST reforms, business sentiments improved positively resulting in Gross Domestic Product (GDP) projected to grow at 7.2% during second half as compared to 6.1% growth seen in first half, during the year end under review.

The reforms implemented by the Government, alongwith accommodative RBI monetary Policy, smoothen the ease and way of doing business in India. Further implementation of Insolvency & Bankruptcy Code gave the much needed powers to the Banks/NBFCs/Financial Institutions to convert NPAs into recoverable Assets. The growth story of the Indian economy further boosted by improved rating by the credit rating agency moody''s and a long jump in ranking from 132 to 100 in World Bank''s Doing Business Assessment report.

Overview of Financial Performance

As compared to last year the business and revenues of the Company and Group was weakened during the year end under review, due to lacklustre capital market activities particularly in the mid level segment, lesser demand of capital expenditure by the Industry, rise in banking fraud particularly in PSU Banks resulting in lesser credit approvals by the Banks/Financial Institutions, affected the Company''s Investment Banking Income both in Equity and Debt segment and Company''s revenues through investment activities in Government Securities / Corporate Bonds was also affected by rise in inflation due to higher crude oil prices resulting in tightening by RBI Monetary policy by increasing the interest rates. These factors affected the top line resulting in lower bottom line profits of the Company and the Group as a whole.

The company''s standalone income from operations during the Financial Year 2017-18 was reduced by almost half to Rs.2780.52 as compared to Rs.5300.84 lakhs during previous Financial Year 2016-17, and also consolidated Income from operations dropped to Rs.3349.80 lakhs as against Rs. 6219.85 lakhs in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Share Capital

During the year under review, the Company''s Issued, Subscribed and Paid up Equity Share Capital remains unchanged at Rs.1229.69 lakhs as at March 31st, 2018.

Dividend

Due to lower profit the Board of Directors of the Company has decided not to recommend dividend for the Financial Year 2017-18.

Subsidiary Companies

During the Financial Year 2017-18, there were no changes in status of existing six wholly owned subsidiaries as compared to previous year. During the year end under review, the Company has redeemed its investment of 6,00,000 redeemable preference shares of Rs.100/- each at par in Inifinity.Com Financial Securities Ltd. and also invested in said Subsidiary by subscribing to 3,00,000 6% Non Cumulative Non Participating Redeemable Preference Shares of Rs.100/- each fully paid up.

Consolidated Financial Statements

The Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries and instead to publish the Consolidated Accounts pursuant to Section 136(1) of the Act. Annual Audited Accounts of all its existing subsidiaries can also be obtained by members of the Company by making written request to the Company. The Accounts of these subsidiaries are also available for inspection to members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes Accounts of all its six existing subsidiaries

Directors Responsibility Statement

Your Directors state that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

ii) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the Profit of the Company for the year ended on that date;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2018, have been prepared on a going concern basis;

v) They have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report..

Directors and Key Management Personnel

During the year end under review, there was no change in the composition of the Board of Directors of the Company.

During the year end under review, there was no change in the existing Key Management Personnel, however Mr. Rakesh Bhatia, Chief Financial Officer (CFO) of the Company has resigned w.e.f. 1st June, 2018 due to ill health consequently Board of Directors of the Company has appointed Mr. Sanjay Kabra as CFO of the Company, w.e.f. 02nd August, 2018.

The Board of Directors of the Company place on record sincere appreciation and gratitude to Mr. Rakesh Bhatia, for his valuable contribution in the growth and development of PINC Group during his tenure and wish him all the best.

Annual Evaluation

Your Company in line with the provisions of the Companies Act, 2013, Listing Regulations, has laid down Policy in which criteria for performance evaluation of the Directors including Chairman, Managing Director, Board Committees and Board as a whole as well as the evaluation process for the same. The Policy continued to assist the Company the manner in which formal annual evaluation should be made.

Corporate Governance

Corporate Governance is based on the principles of conducting the business with all integrity, fairness, and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included in the Annual Report.

Contracts and Arrangement with Related Parties

There were no materially significant transactions with related parties including promoters, directors, key managerial personnel, subsidiaries or relatives of the Directors during the financial year which could lead to a potential conflict with the interest between the company and these parties. The details of the transactions with related parties, if any, were placed before the Audit Committee from time to time. There were no material individual transactions with related parties, which were not in the ordinary course of business of the Company, nor were there any transactions with related parties, which were not on arm''s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.pinc.co.in. Your Directors draw attention of the members to Note no.30 to the financial statement which sets out related party transactions disclosures.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility (''CSR'') Committee. During the financial year 2017-18, the Company has spent Rs.21 lakhs on CSR activities as approved by the Board of the Company. The disclosure in the Annual Report on CSR activities is annexed herewith marked as Annexure 2.

Risk Management Policy

Company''s Risk Management Policy continued to guide the Board on risk assessment, management and contributes to controls, manage, measure and mitigate the risk faced by the management in the day to day operation. The Risk Management policy intends to cover serious concerns that could have risk impact on the operations and performance of the business of the Company as well as its Wholly Owned Subsidiaries.

Internal Financial Controls

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. Further, the Board also keeps updating internal control systems by recommending necessary modifications in light of changing business requirements.

Employee Stock Option Scheme

The Employee Stock Option Scheme is administered by the Nomination & Remuneration Committee of the Board. The disclosures required to be made in the Directors'' Report in respect of Employees Option Schemes, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure 3, forming part of the Directors'' Report.

Out of the 13,14,000 Stock Options granted to the Employees of the Company last year by the Nomination and Remuneration Committee 25% of granted Stock options has been vested during the year end under review, as per the terms and conditions of the grant.

Auditors and Auditors Report

As members of the Company are aware that the Company in order to comply with the applicable provisions of the Companies Act, 2013 and the Rules made there under, relating to mandatory rotation of Statutory Auditors, the Company has obtained members approval in the last AGM to appoint J. D. Jhaveri & Associates, Chartered Accountant (Firm Reg. no. 111850W) as the statutory auditors of the Company, to hold office for a period of five consecutive years commencing from the Financial Year 2017-18, on a remuneration that may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis. However, such appointment is subject to ratification by the members of the Company at the Annual General Meeting of the Company as per the applicable provisions of the Companies Act, 2013 and the Rules made there under. Accordingly, the appointment of J. D. Jhaveri & Associates, Chartered Accountant (Firm Reg. no. 111850W) as the statutory auditors of the Company is being placed before the members of the Company for ratification.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, your Company had appointed Mr. Aspi Bhesania, Practicing Company Secretary, (ICSI membership number: 6119 C.P. no.9657) as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 201718 is annexed to this report as Annexure 4. There are no observations, reservations or adverse remarks in the Secretarial Audit Report.

DISCLOSURES:

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. C C. Dalal (Chairman), Mr. A. B. Desai, Mrs. K.C. Maniar and Mr. G. M. Gandhi - Managing Director. All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2017-18.

Vigil Mechanism

In line with the provisions of Listing Regulations, the Companies Act, 2013 and the principles of good governance, your Company has devised and implemented a vigil mechanism, in the form of ''Whistle Blower Policy'', for the directors and employees to report genuine concerns in such manner as, may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at www.pinc.co.in

Meetings of the Board

Six meetings of the Board of Directors were held during the year. For further details, please refer separate report on Corporate Governance forming part of Annual Report.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note nos.10, 11, 17 and 26 of the standalone financial statement).

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures.

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.25 to the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

Familiarization Programs for Independent Directors

Details of programs that were undertaken for familiarizing the Independent Directors can be accessed on the Company''s website at www.pinc.co.in.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the I EPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”), all unpaid or unclaimed dividends which remains unclaimed or unpaid for seven years from the date of transfer to unpaid account, are required to be transferred by the Company to the IEPF established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend have not been claimed or paid by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account created by the IEPF Authority.

a) Dividend

The following are the details of dividend paid by the Company and its respective due date of transfer of such fund to the Central Government, which remains unpaid:

Sr. No	Date of Declaration	Dividend for the year	Due date of transfer to the government
1	28th July, 2011	Dividend 2010-11	27th August, 2018.
2	07th September, 2012	Dividend 2011-12	07th October, 2019.

Members wishing to claim dividends, which have remained unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or Company Secretary at the Company''s Registered office

b) Shares

Further, the corresponding shares will be transferred as per the requirements of IEPF rules, details of which will be provided on Company''s website www.pinc.co.in.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure 6 to the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed herewith as Annexure 7 to the Annual Report

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal

2nd August, 2018. Managing Director Director

(DIN - 00008057) (DIN - 00091132)

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Mar 31, 2016

DIRECTORS'' REPORT

To The Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2016

Financial Highlights	2015-2016 (Rs. in lakhs)	2014-2015 (Rs. in lakhs)
Profit before Tax	248.82	1134.28
Less: Tax expenses	41.44	291.50
Net Profit after Tax	207.38	842.78
Add: Balance Brought Forward from the Previous Financial Year	2079.41	1236.63
Balance Carried Forward to Balance Sheet	2286.79	2079.41

Economic Review

As per latest advance estimate of Central Statistical Organization (CSO), India''s Gross Domestic Product growth during the Financial Year 2015-16, is expected to increase to 7.6% as compared to 7.2% in the previous year. This expected growth in the Indian Economy was mainly due to moderate average CPI inflation due to sharp fall in crud oil prices at the external front and at the internal front it was aided mainly by Private consumption demand primarily in Urban Areas, increase in capital expenditure in public areas, limited increase in minimum support prices for food grains, subdued rural wage growth, and Government timely action of offloading of surplus food stocks. This was further supported by RBI''s strong anti-inflationary stand and quality fiscal consolidation objectives which restricted inflation well below 5% through the course of the year.

Further growing foreign exchange reserves and robust net Foreign Direct Investments were also positive signs of the growth in the Indian economy. The Current Account deficit is also expected to remain within the comfort level between 1 to 1.5% of Gross Domestic Product.

State of Company Affairs

Even though Indian economy is growing at a decent rate, Capital market conditions were not so encouraging mainly due to prevailing global financial market uncertainties affecting fluent capital inflows due to decline in commodity prices, slowing growth in China, significant exchange rate depreciation in many Emerging Market.

The above mentioned mixed economic and financial conditions resulted in ordinary Company''s performance both at top and bottom line in standalone and consolidated level. Standalone Income from operations for the during the Financial Year 2015-16 was Rs.2154.38 lacs as against Rs.2586.60 lacs in the Previous year, and also Consolidated Income from Operations was Rs.2346.66 lacs as against Rs.2882.32 lacs in the previous year. Further, Standalone Net Profit after tax was Rs.207.38 lacs as against Rs.842.78 lacs in the previous year and Consolidated Net Loss after tax was Rs.85.11 lacs as compared to Profit of Rs.620.24 Lacs in the previous year mainly due to reduction in Income from operations and other Income.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs.1229.69 lakhs as at March 31st, 2016.

Dividend

During the Financial Year 2015-16, due to lower profit and to conserve resources, the Board of Directors of the Company has decided not to recommend the payment of any dividend.

Subsidiary Companies

During the Financial Year 2015-16, there was no change in status of existing six wholly owned domestic subsidiaries as compared to previous year, however the Management of your Company has decided not to renew Portfolio Management Registration with SEBI in Pioneer Wealth Management Services Ltd., a Wholly Owned Subsidiary Company and also to surrender its non-operational commodity market membership with Commodity Stock exchanges held in Pioneer Commodity Intermediaries Pvt. Ltd., a Wholly Owned Subsidiary Company, due to lacklustre market conditions for small players and high compliance and administrative cost. Further Company has made further investment in Pionner Fund invest Pvt. Ltd., a NBFC registered with RBI and a wholly owned subsidiary company, in order to comply with RBI circular relating to minimum NOF. A Report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided in the Financial Statement of the Company.

Consolidated Financial Statements

Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act 2013, and as advised, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its six existing domestic subsidiaries.

Directors Responsibility Statement

Your Directors state that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2016, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

ii) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit of the Company for the year ended on that date;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2016, have been prepared on a going concern basis;

v) They have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, is given as a separate statement in the Annual Report.

Directors and Key Management Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Management Personnel of the Company.

The term of Mr. Gaurang Gandhi, Managing Director of the Company, will expire on 30th September, 2016, and being eligible for re-appointment, he has offered himself for reappointment and accordingly the Board of Directors of the Company at their meeting held on 25th July, 2016 reappointed Mr. Gaurang Gandhi, as Managing Director of the Company for a further period of 3 years w.e.f. 1st October, 2016, subject to approval of the Shareholders of the Company at the ensuing Annual General Meeting.

The Policy on Directors Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is annexed herewith as Annexure 1.

Annual Evaluation

The Annual Evaluation Policy commensurate with the size and requirements of the Company is continue to assist the Company by prescribing the method and manner in which formal annual evaluation should be made of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors.

Corporate Governance

The Company has complied with all the mandatory provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included in the Annual Report.

Contracts and Arrangement with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the financial year 2015-16, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.pinc.co.in

Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party transactions disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. During the financial year 2015-16, the Company has spent Rs.5 lacs on CSR activities.

The disclosure in the Annual Report on CSR activities is annexed herewith marked as Annexure 2.

Risk Management Policy

The Risk Management Policy continued to assist the Board on implementation of the risk management system in the day to day operation as may be applicable. The Risk Management policy intends to cover serious concerns that could have risk impact on the operations and performance of the business of the Company as well as its Wholly Owned Subsidiaries.

Internal Financial Controls

The Company has in place adequate internal financial controls Commensurate with its requirements and the size of its business.

Employee Stock Option Schemes

The disclosures required to be made in the Directors'' Report in respect of Employees Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure 3, forming part of the Directors'' Report.

Auditors and Auditors Report

Jayesh Dadia & Associates LLP, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with sub section (1) of Section 139 read with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Aspi Bhesania, Practising Company Secretary, (ICSI membership number: 6119 C.P. no.9657) to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES:

Audit Committee

The Audit Committee comprises of Mr. C C. Dalal, Mr. A. B. Desai, Mrs. K.C. Maniar, all are Independent Directors and Mr. G. M. Gandhi - Managing Director.

All the recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2015-16.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI Listing (Obligation and Disclosures Requirements) Regulations, 2015, for the directors and employees to report genuine concerns in such manner as, may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at www.pinc.co.in

Meetings of the Board

6 (Six) meetings of the Board of Directors were held during the year. For further details, please refer separate report on Corporate Governance forming part of Annual Report.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note nos.11, 12, 15, 18, and 27 to the standalone financial statement).

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.26 to the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure 6 to the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed herewith as Annexure 7 to the Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal

25th July, 2016. Managing Director Director

(DIN - 00008057) (DIN - 00091132)

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Thirtieth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2015.

Financial Highlights 2014-2015 2013-2014 (Rs.in lakhs) (Rs.in lakhs)

Profit before Exception Items 1134.28 92.19

Exceptional Item - (1246.26)

Profit / (Loss) before Tax 1134.28 (1154.06)

Provision for Tax 291.50 (42.00)

Short provision for tax of earlier year - (47.77)

Deferred Tax Assets - 2.70

Net Profit / (Loss) after Tax 842.78 (1241.13)

Add: Balance Brought Forward from the 1353.95 2595.08 Previous Financial Year

Balance Carried Forward to Balance Sheet 2196.73 1353.95

Economic Review

The Indian economy has made strong progress backed by stable political results coming from the general elections outcome in May 2014 that supported business, investor, and consumer sentiment. Thereafter, a supportive global commodity price environment along with gradual improvement in governance resulted in increase in economic output. Led by the manufacturing, finance, and electricity sectors, the Government expects GDP growth for FY 2014-15 to come at 7.4% from 6.9% in FY 2013-14.

The Indian Economy in 2014-15 has emerged as one of the largest economies with a promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil process, and reforms among others.

Indian economy's outlook for FY 2015-16 appears optimistic. Confluence of three critical factors - benign commodity price outlook, domestic monetary easing and policy support from the Government, is likely to help in improving the growth-inflation balance. International rating agency Moody's, upgraded India's sovereign outlook to positive from stable in April 2015.

Even though Capital Market continued with the upside momentum and the Benchmark indices i.e. BSE Sensex and Nifty Closed at high in comparison to their previous yeas closed during the year end under review, the Indian IPO market in Financial Year 2014-15 continued to its downward trend as compared to the previous years. Further data of credit off take also not encouraging resulting in sluggish growth.

However with the stable Government at the Centre and the expectations of consistent economic policies from the Government relating to taxes, Foreign Direct Investments and more economic reforms, and recent amendments by SEBI relating to timing and simplification of process to boost the sentiment of the capital market resulted in various Companies filing their offer document with SEBI.

State of Company Affairs

The above mentioned mixed economic and financial conditions resulted in stagnant Company's performance in both standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review was stagnant to Rs.2586.60 as against Rs.2674.28 lakhs, and also Consolidated Income from Operations was stagnant to Rs. 2882.32 as against Rs. 2999.35 lakhs. However, Net Profit after tax standalone was Rs.842.78 Lacs as compared to Loss of Rs.1241.13 lacs in the previous year (due to onetime exceptional item) and Consolidated Net Profit after tax was Rs.620.24 lacs as compared to Loss of Rs.2085.60 Lacs in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs.1229.69 lakhs as at March 31st, 2015.

Dividend

During the year under review, the Board of Directors of the Company has decided to conserve resources, not to recommend the payment of any dividend for the year ended March 31st, 2015.

Subsidiary Companies

During the year under review, their was no change in status of existing six wholly owned domestic subsidiaries as compared to previous year. A Report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided in the Financial Statement of the Company.

Consolidated Financial Statements

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company during the Company's business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its six existing domestic subsidiaries.

Directors Responsibility Statement

Your Directors state that:

i) In the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards read with requirements set out under Schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended on that date;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2015, have been prepared on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Directors

The Board of Directors of the Company at their meeting held on 22nd June, 2015, has accepted resignation of Mr. Nalinkant A. Rathod, Independent non-executive Director of the Company due to his pre occupation and also appointed Mrs. Kamlini C. Maniar, as an additional Director in accordance with provisions of Articles of Association of the Company and further to comply with the requirements of the Companies Act, 2013 and Rule 3 of The Companies (appointment and Qualification of Directors) Rule, 2014 and Clause 49 of the Listing Agreement relating to appointment of at lease one Woman Director on the Board of Listed Company.

In accordance with Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there-under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mrs. Kamlini C. Maniar, Independent Non-executive Directors of the Company is eligible for appointment at the ensuing Annual general Meeting of the Company for a period of 5 consecutive years.

The Company has received declaration from Mrs. Kamlini C. Maniar confirming that she meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with Clause 49 of the Listing Agreement, brief resume of Mrs. Kamlini C. Maniar Independent Non- executive Directors proposed to be appointed, her qualification, experience and the names of the Companies in which she hold directorships, memberships of the board committees, are provided below:

Directors Profile

Appointment of Independent non-executive Director

Mrs. Kamlini C. Maniar, an additional Independent Non-executive Directors appointed on 22nd June, 2015, by the Board of Directors of the Company and being eligible offer herself for appointment as Independent Non- executive Director for a period of 5 years pursuant to Clause 49 of the Listing Agreement, the information relating to appointment of Director is as follows:

Name of Director Kamlini C. Maniar

Brief Resume Mrs. Maniar is a qualified L.L.B. and was a Senior Banker with Bank of India, with 32 years of experience of core area expertise in Corporate Financing, Foreign Exchange, Diamond Business financing and retail Banking operations. She also Headed as CEO for almost 10 years with Ador Finance Ltd., an RBI registered NBFC & an affiliate Company of Ador Weldings Ltd. handling lending, Share / Debenture Issues, Foreign Loan tie-ups & Share Transfer Registry.

Nature of his She specializes in Corporate Finance and Banking. expertise

Other Directorship Foods and Inns Limited

Other Committee Nil Membership

Number of Shares Nil held in the Company

The Policy on Directors Appointment and Remuneration of Directors, Key Managerial Personnel and other employees is annexed herewith as Annexure 1.

Annual Evaluation

The Company has devised suitable Policy as per the size and requirements of the Company prescribing the method and manner in which formal annual evaluation has been made of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non- executive Directors and executive Directors.

Corporate Governance

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Contracts and arrangement with Related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.pinc.co.in

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. During the year, the Company has spent Rs. 6.50 Lacs on CSR activities.

The disclosure in the Annual Report on CSR activities is annexed herewith marked as Annexure 2.

Risk Management

During the year, your Directors have formulated a Risk Management Policy which has been entrusted with the responsibility to assist the Board on implementation of the risk management system in the day to day operation as may be applicable to their respective areas of functioning and report to the Board and the Audit Committee.

The Risk Management policy intends to cover serious concerns that could have risk impact on the operations and performance of the business of the Company as well as its Wholly Owned Subsidiaries.

Internal Financial Controls

The Company has in place adequate internal financial controls Commensurate with its requirements and the size of its business.

Employee Stock Option Schemes

The disclosures required to be made in the Directors' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure 3, forming part of the Directors' Report.

Auditors and Auditors Report

Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with sub section (1) of Section 139 read with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Aspi Bhesania, Practising Company Secretary, (ICSI membership number: 6119 C.P. no.9657) to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except for appointment of woman Director by the Company till 31st March, 2015, which the Company has complied with on 22nd June, 2015 by appointing Mrs. Kamlini C. Maniar.

DISCLOSURES:

Audit Committee

The Audit Committee comprises Independent Directors namely Shri C C. Dalal (Chairman), Shri. A. B. Desai, and Mr. G. M. Gandhi Managing Director.

All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, for the directors and employees to report genuine concerns in such manner as, may be prescribed. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.pinc.co.in

Meetings of the Board

6 (Six) meetings of the Board of Directors were held during the year. For further details, please refer separate report on Corporate Governance forming part of Annual Report.

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 11, 12, 15, 18 and 28 to the standalone financial statement).

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company's foreign exchange earnings and expenditures during the year under review are given in Note 27 to the standalone financial statement.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure 6 to the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed herewith as Annexure 7 to the Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal 23rd July, 2015. Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2014.

Financial Highlights 2013-2014 2012-2013 (Rs. in lakhs) (Rs. in lakhs)

Profit/(Loss) before Exception Items 92.19 (164.81)

Exceptional Item (1246.26) 519.84

Profit/(Loss) before Tax (1154.06) 355.03

Provision for Tax (42.00) (71.00)

Short provision for tax of earlier year (47.77) (37.93)

Deferred Tax Assets 2.70 35.94

Net Profit/(Loss) after Tax (1241.13) 282.04

Balance Brought Forward from the Previous

Financial Year 2595.08 2313.04

Balance Carried Forward to Balance 1353.95 2595.03 Sheet

Performance Review

Global economic growth has strengthened in 2013. With accommodative monetary policy stance and reduced fiscal tightening, advanced economies performed well In 2013. However, the growth In emerging market have been disappointing due to less favourable external environment and country specific weak fundamentals such as High inflation and wide current account deficit. This has translated into weak Investor sentiments for emerging markets.

The Indian economy grew below 5% rate for the second year in a row, mainly due to decrease in industrial growth and sluggish Investment demand, High Interest rates, sticky retail Inflation, policy uncertainty and declining capital productivity constrained industrial output. Faced with compulsions to rein in fiscal deficit, slackening government spending had a detrimental impact on rural consumption growth. The result was that investment and consumption growth declined to 11-year lows.

In FY 2013-14, the Indian economy showed signs of cautious improvement. In the second half of the fiscal year under review, the Indian economy received much needed boost through infrastructure project approvals by the Cabinet Committee on Investments (CCI) and moderating trajectory of inflation. While the Indian economy more or less stagnant for the first half of FY 2013-14, timely policy responses to contain twin deficits helped restore a semblance of stability during the second half.

The Indian IPO market in Financial Year 2013-14 continued to its downward trend as compared to the previous years. Further data from private placement both in Equity and Debt Sector as well as from secondary market were also not encouraging resulting in lackluster capital market during 2013-14.

The downward trend in Indian Economy as well as in Capital Market affected both standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review, was stagnant to Rs. 2674.28 lakhs as against Rs. 2622.11 lakhs, and also Consolidated Income from Operations reduced to Rs. 2999.35 lakhs as against Rs. 4231.68 lakhs.

The Company is hoping that with the stable Government at the Centre and the expectations of consistent economic policies from the Government relating to taxes. Foreign Direct Investments and more economic reforms, and slew of changes ushered in by Securities & Exchange Board of India, to boost up the retail interest in the capital market will help in improving capital market sentiments in coming 3 to 4 quarters and the Company''s will try to take full advantage of such conditions by providing financial advisory services Including Equity, Debt and Bonds placements to Its existing clients and dynamically building new relationships in its portfolio of clients to enable the Company to take advantage of future opportunities.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs. 1229.69 lakhs as at March 31st, 2014.

Dividend

During the year under review, due to Loss and to conserve resources, the Board of Directors of the Company, has decided not to recommend the payment of any dividend for the year ended March 31st, 2014.

Subsidiary Companies

During the year under review, the Company has initiated the process of voluntarily winding up of its overseas Wholly Owned Subsidiary PINC Fund Advisors LLC at Mauritius due to unviable business circumstances, therefore the said Subsidiary was not taken into consideration in the consolidated Financial Statement and at the end of the year the Company has six Domestic Wholly Owned Subsidiaries.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Companies Balance Sheet, Accounts and other documents of all its existing subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all Its existing subsidiaries and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available tor inspection tor members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annua! Accounts for the year ended 3 1st March, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the loss of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2014, have been prepared on a going concern basis;

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

Mr. C. M. Maniar, an Independent Non-Executive Director of the Company passed away on June 29, 2014 at Mumbai. He was associated with your Company as Its Director for three decades. Your Company has benefited from his rich experience and the Board places on record its appreciation for his valuable contribution, astute guidance in the growth of the Company and also for yeomen services rendered by him during his association with your Company. The Board places on record its sense of grief to his family members and prays to Almighty to give strength to the bereaved family members to bear this irreparable loss. May his soul rest in eternal peace and harmony.

In accordance with Sections 149,152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification (s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. C. C. Dalai, Mr. A. B. Desai and Mr. N. A. Rat hod, Independent Non-executive Directors of the Company are liable for appointment at the ensuing Annual general Meeting of the Company for a period of 5 consecutive years.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as per sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

In accordance with Clause 49 of the Listing Agreement, brief resumes of the Independent Non-executive Directors proposed to be appointed, their qualification, experience and the names of the Companies in which they hold directorships, memberships of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be In accordance with sub section (1) of Section 139 read with Section 141 of the Companies Act, 2013. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors'' Report Is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure Is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures.

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.26 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors'' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors'' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalai 18th July, 2014. Managing Director Director (DIN - 00008057) (DIN - 00091132)

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2013.

Financial Highlights

2012-2013 2011-2012 (Rs. in lakhs) (Rs. in lakhs)

Profit before Tax 355.03 743.71

Less:- Provision for Tax 71.00 320.00

Less: Short provision for tax of earlier year 37.93 222.43

Add :- Deferred Tax Assets 35.94 194.43

Net Profit after Tax 282.04 395.71

Add: Balance Brought Forward from the Previous Financial Year 2313.04 1988.79

Less: Proposed Dividend 61.49

Less: Tax on Proposed Dividend 9.97

Less: Transfer to General Reserve

Balance Carried Forward to Balance Sheet 2595.08 2313.04

Performance Review

After two years of good growth, the Indian economy came under pressure in the Financial Year 2012-13. The Gross Domestic Product (GDP) growth rate fell to 5% during the year, the lowest in a decade. The Indian financial system continued to face a deficit in liquidity through Fiscal Year 2013. Considering the tight liquidity conditions, RBI not only reduced the Cash Reserve Ratio (CRR) from 4.75% to 4.00% in Fiscal Year 2013 but also injected liquidity of approximately INR 1.5 lakh Crore through Open Market Operations (OMO).

The growth of industrial production slide in Fiscal Year 2013 was, mainly due to contraction in mining and electricity generation and slowing growth in manufacturing sectors. Consequently, on a cumulative basis, growth in industrial production decelerated to 0.9 per cent during 2012-13 (April-February) from 3.5 per cent in the corresponding period of the previous year. The composite Purchasing Managers'' Index (PMI), which encompasses manufacturing and services, fell to a 17-month low in March 2013. Thus, the most recent indicators suggest that growth in Quarter 4 of 2012-13 would have remained low.

On the demand side, the persisting decline in capital goods production during April 2012 - March 2013 reflects depressed investment conditions. The decrease in corporate sales and weakening consumer confidence suggest that the slowdown could be spreading to consumption spending.

An analysis of corporate performance during Quarter 3 of 2012-13, based on a common sample of 2,473 non-government non-financial companies, indicates that growth in sales as well as profits decelerated significantly. Early results of corporate performance in Quarter 4 indicate continuing reduction in sales though profit margins increased slightly.

The Indian IPO markets in Fiscal Year 2013 remained sluggish with INR 6,177 crores and INR 15,386 crores raised from equity and debt issues till February 2013 compared to INR 10,231 crores and INR 32,172 crores respectively in FY12.

The above Indian economy''s sluggish factors affected the Investment Banking business of the Company both in Debt and Equity Segments and affecting both the standalone and consolidated top and bottom line of the Company. Standalone Income from operations for the year under review, reduced to Rs. 2622.11 lakhs as against Rs. 3795.02 lakhs and Profit before tax reduced to Rs. 355.03 lakhs as against Rs. 743.71 lakhs, and also Consolidated Income from Operations reduced to Rs. 4231.68 lakhs as against Rs. 6331.45 lakhs and the Profit before Tax reduced to half Rs. 584.46 lakhs as against Rs. 1065.73 lakhs.

The Company is maintaining its relationship with its existing clientele by providing financial advisory services including Equity, Debt and Bonds placements and dynamically building new relationships in its portfolio of clients to enable the Company to take advantage of future opportunities as and when economic conditions improves.

Share Capital

During the year under review, the Company has not issued any Equity Shares consequently, the Issued, Subscribed and Paid up Equity Share Capital remains Rs. 1229.69 lakhs as at March 31st, 2013.

Dividend

During the year under review, due to a lower net profit and to conserve resources, the Board of Directors of the Company, has decided not to recommend the payment of any dividend for the year ended March 31st, 2013.

Subsidiary Companies

During the year under review, the Company has disposed off its Wholly Owned Subsidiary PINC Energy Resources Pvt. Ltd., therefore the said Subsidiary was not taken into consideration in the consolidated Financial Statement and at the end of the year the Company has seven Wholly Owned Subsidiaries including one overseas subsidiary.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Companies Balance Sheet, Accounts and other documents of all its existing subsidiaries, including its overseas subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, can also be obtained by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company during the Company''s business hours. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries, including its overseas subsidiary.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors had selected such accounting policies and have applied them consistently and made judgments and estimates that are 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 loss of the Company for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2013, have been prepared on a going concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act 1956, and read with Articles 105, 106 and 107 of the Articles of Association of the Company, Mr. C. C. Dalal and Mr. N. A. Rathod, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual general Meeting of the Company.

In accordance with Clause 49 of the Listing Agreement, brief resumes of both the Directors proposed to be re-appointed, their qualification, experience and the names of the Companies in which they hold directorships, memberships of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors'' Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Expenditures

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company''s foreign exchange earnings and expenditures during the year under review are given in Note no.25 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors'' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors'' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G.M.Gandhi C.C.Dalal

5th July, 2013. Managing Director Director

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Mar 31, 2012

The Directors have pleasure in presenting their Twenty Seventh Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2012.

Financial Highlights 2011-2012 2010-2011 (Rs.in lakhs) (Rs.in lakhs)

Profit before Extraordinary Items 1033.68 2131.65

Less : Extraordinary Item 289.97 -

Profit before Tax 743.71 2131.65

Less:- Provision for Tax 320.00 725.00

Add :- Deferred Tax Assets 194.43 4.91

Less: Short provision for tax of earlier year 222.43 22.67

Net Profit after Tax 395.71 1388.89

Add: Balance Brought Forward from the Previous Financial Year 1988.79 1243.31

Less: Proposed Dividend 61.49 123.39

Less: Tax on Proposed Dividend 9.97 20.02

Less: Transfer to General Reserve - 500.00

Balance Carried Forward to Balance Sheet 2313.04 1988.79

Performance Review

After two years of strong growth, the Indian economy came under pressure in the Financial Year 2011-12. The Gross Domestic Product (GDP) growth rate fell to 6.1% during the December quarter, the lowest in almost three years. As a consequence of the resulting uncertain economic environment, global investors withdrew their capital from the Indian markets. The net investment by Foreign Institutional Investors (FIIs) in Indian stock markets during Financial Year 2011-12 was the lowest in the last three years at Rs.47,935 crore. This movement also triggered the weakening of the Indian Rupee with Dollar - Rupee exchange rate moving from INR 44.5 = 1 USD to INR 57.22 = 1 USD during 1st quarter of Financial Year 2012-13.

The Indian capital markets also suffered during Financial Year 2011-12 providing negative returns for the first time in three years. The subdued sentiments of the domestic investors is reflected in the fact that even mutual funds were net sellers in the equity markets to the tune of Rs.1,280 crore during this year.

High interest rates prevailing in the debt markets diverted flows from equity markets to debt markets. During Financial Year 2011-12, a total of about 9.5 lakh new investor accounts were opened in the country, which is almost half of about 19 lakh new accounts opened during previous Financial Year 2010-11. The pressures on the capital markets are further highlighted by the Initial Public Offering (IPO) statistics for the year; during Financial Year 2011-12 (34 Companies) raised only Rs. 5,892.88 crore - the second lowest since Financial Year 2004-05.

While the Government of India has proposed various initiatives to alleviate the prevailing situation such as allowing Qualified Foreign Investors (QFIs) to access Indian Corporate Bond Market and simplifying the process of IPOs, the challenges offered by an uncertain global situation and delays in domestic policy implementation could prolong the misery of the Indian economy.

Despite a volatile economic and market environment during the year, the Company is maintaining its relationship with its existing clientele by providing financial advisory services including Equity, Debt and Bonds placements and dynamically building new relationship in its portfolio of clients to enable the Company to take advantage of future opportunities as and when economic conditions improve.

The Indian economy slowdown factors affected both the standalone and consolidated top and bottom line of the Company. Standalone total income for the year under review, reduced to Rs. 3797.68 lakhs as against Rs. 4871.02 lakhs and Profit before tax reduced to Rs. 743.71 lakhs as against Rs. 2131.65 lakhs, and Consolidated Revenue from Total Income reduced to Rs. 6641.75 lakhs as against Rs. 8930.11 lakhs and the Profit before Tax reduced to Rs. 1065.73 lakhs as against Rs. 2656.93 lakhs, for the previous year.

Coal Consultancy

The coal consultancy division of the Company continued it's offering Coal Consultancy Services as part of the Investment Banking services. The said division has clocked revenues to the tune of Rs. 678 lakhs during the year under review as against revenues ofRs. 475 lakhs, for the previous year.

Share Capital

During the year under review, the Company has not issued Equity Shares consequently, the issued, subscribed and paid up Equity Share Capital remains to Rs. 1229.69 lakhs as of March 31st, 2012.

Dividend

During the year under review, due to a lower net profit and to conserve resources, the Board of Directors of the Company, has for the year ended March 31st, 2012, recommended a dividend @ 5% percent (paise 50 (fifty) per Equity Share of face value of Rs. 10/- each), subject to approval of the shareholders at the Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs. 61.48 lakhs towards dividend, and Rs. 9.97 lakhs towards dividend tax, resulting in a total outflow of Rs. 71.45 lakhs.

Subsidiary Companies

During the year under review, the Company has eight Wholly Owned Subsidiaries including one overseas subsidiary.

The Company has withdrawn the application for license from Monetary Authority of Singapore (MAS) for its Singapore operations and existed its operations, considering global gloomy business environment.

The Management has restructured human resources in its Institutional broking and Equity Research operations of Infinity.Com Financial Securities Ltd., due to falling volumes in equity market, cost escalation and stiff competition.

The Company's subsidiary PINC Energy Resources Pvt. Ltd., engaged in coal trading and trading in other commodities has clocked turnover of Rs. 16462.00 lakhs and revenues to the tune of Rs. 65.00 lakhs.

Consolidated Financial Statements

In terms of General Circular of Ministry of Corporate Affairs (MCA) granting exemption to all the Companies having subsidiaries, not to attach to the Holding Company's Balance Sheet, Accounts and other documents of all its existing subsidiaries, including its overseas subsidiaries, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, and instead to publish the Consolidated Accounts. Copies of the Annual Audited Accounts of all its existing subsidiaries, including its overseas subsidiary, can also be sought by a member of the Company on making a written request to the Company in this regard. The Accounts of these subsidiaries are also available for inspection for members of the Company at the Registered Office of the Company. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Accounts of all its existing subsidiaries, including its overseas subsidiary.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors had selected such accounting policies and have applied them consistently and made judgments and estimates that are 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 loss of the Company for the year under review;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the Accounting Year ended on 31st March, 2012, have been prepared on a going concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act 1956, and read with Articles 105, 106 and 107 of the Articles of Association of the Company, Mr. C. M. Maniar and Mr. A. B. Desai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual general Meeting of the Company.

As per the requirements of the Clause 49 of the Listing Agreement, brief resume of both the Directors proposed to be re-appointed, their qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, are provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants (Firm Reg. No. 121142W) and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Outgoings

The Company has no activities involving conservation of Energy and Technology absorption.

The details of Company's foreign exchange earnings and outgo during the year under review are given in Note no.23 of financial statements.

Employee Stock Option Schemes

The disclosures required to be made in the Directors' Report in respect of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors' Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement.

As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all the staff members for their excellent contribution and to the Bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalal

2nd August, 2012. Managing Director Director

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Mar 31, 2011

To The Members,

The Directors have pleasure in presenting their Twenty Sixth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2011.

Financial Highlights 2010-2011 2009-2010

(Rs. in lakhs) (Rs. in lakhs)

Profit before Tax 2131.65 1548.80

Less:- Provision for Tax 725.00 380.00

Add/(Less):- Deferred Tax Assets/ (Liabilities) 4.91 (43.89)

Less: Short provision for taxofearlier year 22.67 -

Net Profit after Tax 1388.89 1124.91

Add: Balance Brought Forward from the Previous Financial Year 1243.31 561.16

Less: Proposed Dividend 123.39 122.43

Less: TaxonProposed Dividend 20.02 20.34

Less: TransfertoGeneral Reserve 500.00 300.00

Balance Carried Forward to Balance Sheet 1988.79 1243.31

Performance Review

After a strong recovery in the fiscal year 2010, the Indian Economy consolidated further during fiscal 2011. Growth in Gross Domestic Product (GDP) during fiscal 2011 was 8.5% compared with revised estimates of 8% during fiscal 2010. Recovery in agricultural output, which increased 6.6% with higher crop output for the major food grains, led the growth in GDP. The manufacturing sector, after growing at double-digit rates of 11.3% in the first half, recorded subdued performance during second half with growth of only 5.8%. From a high of 9.3% in the first quarter, GDP growth came down to 7.8% by the fourth quarter due to lower expansion in the manufacturing and mining sectors. Index of industrial production (IIP) grew 7.8% during fiscal 2011 as against 10.5% during fiscal 2010 with growth in industrial activity coming down to low single digits in the later half of 2011. To counter inflation, Reserve Bank of India (RBI) increased its key repo rate by 225 bps from March 2010 to May 2011.

After touching record high levels in November 2010, the equity markets corrected due to geopolitical tensions in the world, adverse fiscal situation in developed countries, and revelations of alleged scams in the country. These resulted in delay in fiscal reforms and governance issues in the country. Concerns on near-term growth due to rate increases by RBI to counter inflation also weighed down on the Equity Markets. The BSE Sensex increased 10.9% from 17,428 at March 31, 2010 to 19,445 at March 31, 2011. The Indian rupee remained stable against the US dollar at Rs. 45.30 per US dollar at March 31, 2011 as against Rs. 45.10 per US dollar at March 31, 2010. Foreign Institutional Investors (FIIs) further invested US$ 24.3bn in the Indian Equities during fiscal year 2011.

Despite a volatile economic and market environment during the year, the Company further built on its relationship with various corporates by providing them with financial advisory services including Equity, Debt and Bonds placements.

Key result highlights include a significant growth in both the top line and bottom line. Total income increased 32% to Rs. 4871.02 lakhs as against Rs. 3678.36 lakhs and Profit before tax increased 38% to Rs. 2131.65 lakhs as against Rs. 1548.80 lakhs.

Increase in Share Capital

During the year under review, the Company issued 66,875 Equity Shares on the exercise of stock options to the Independent Directors and employees of the Company and its subsidiary under the "Pioneer Investcorp Ltd. – Employee Stock Options Scheme - 2006" and "Pioneer Investcorp Ltd. – Employee Stock Options Scheme - 2007"; consequently, the issued, subscribed and paid up Equity Share Capital increased from Rs. 1223.00 lakhs to Rs. 1229.69 lakhs as on March 31st, 2011.

Dividend

During the year under review, the Company purchased office premises for use of Company's official purpose at Bandra Kurla Complex. Further, considering the Company's expansion plans and requirement of capital expenditure and working capital, the Board of Directors, has recommended a dividend @ 10% (Rs. 1.00 per Equity Share of face value of Rs. 10/- each) for the year ended March 31st 2011, subject to approval of the shareholders at the ensuing Annual General Meeting.

Subsidiary Companies and Consolidated Financial Statements

During the year under review, the Company had six wholly-owned domestic subsidiaries and two wholly- owned overseas subsidiaries. In context of the globalization of the Indian economy and introduction of Accounting Standards on consolidated Financial Statements, The Ministry of Corporate Affairs (MCA) by way of General circular no.2/2011 dated 8th February, 2011, granted general exemption under Section 212(8) of the Companies Act, 1956 to all Company's having subsidiaries from attaching the Balance Sheet, Accounts and other documents of all existing subsidiaries to that of the Holding Company's Annual Accounts, including overseas subsidiaries.

Accordingly, the Board of Directors of the Company has resolved not to publish and attach copies of the standalone annual audited Accounts of all its existing Subsidiaries, including its overseas Subsidiaries. Instead, the Company will publish the Consolidated Accounts, in compliance with the above mentioned MCA circular. Copies of the annual audited Accounts of all its existing Subsidiaries, including its overseas Subsidiaries, may be sought by a member of the Company on making a written request to the Company. The Accounts of these Subsidiaries are also available for inspection to the members of the Company at the Registered Office of the Company. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the Financial Statements of all its existing Subsidiaries, including the overseas subsidiaries. From the Consolidated Financial Statements, it may be observed that for the year under review revenue from total income was Rs. 8930.11 lakhs and profit before tax is Rs. 2656.93 lakhs.

Coal Consultancy and Coal Trading

This is to inform the members that the Company is engaged in offering Coal Consultancy Services as part of the Investment Banking Services. The division has been functional for more than two years. The division provides consultancy services by identifying potential target acquisition of coal mines in various countries with the purpose of offering them to Indian power producers looking to acquire coal mines. The said division offers the entire gamut of advisory services that includes disseminating knowledge on the mines, helping to evaluate the quality of coal, and assistance in logistics of transportation and in technical and other commercial areas. The services include identifying the right source of coal, right quality of coal, negotiation on pricing, logistics and documentation.

The Coal Consultancy Division clocked revenue of Rs. 4.75 Cr. during the financial year ended March 31, 2011.

The Board of the opinion that the Company having established firmly in the area of Coal Consultancy, the time is right for it to venture into coal trading. The large unmet demand for good quality thermal coal for various existing Indian Power Producers and future plans of various power producers to put up power plants presents a good opportunity for coal trading. Further, the business of coal trading is a logical extension of coal consultancy.

The Board after the year end initiated its first step into coal trading by acquiring a majority stake in PINC Energy Resources Pvt. Ltd., a company already in the business of domestic coal trading.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The Directors selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, 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 of the Company for the year under review;

iii) The Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the accounting year ended on 31st March, 2011 have been prepared on a going-concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

Director

Mr. M. M. Gandhi, Promoter and founder of Pioneer Group passed away on May 7, 2011 at Mumbai. He was associated with your Company as its Managing Director for many years. Your Company has benefited from his rich experience and the Board places on record its appreciation for his valuable contribution, astute guidance in the growth of the Company and also for yeomen services rendered by him during his association with your Company. The Board places on record its sense of grief to his family members and prays to Almighty to give strength to the bereaved family members to bear this irreparable loss. May his soul rest in eternal peace and harmony.

In accordance with Section 255 and 256 of the Companies Act 1956 and read with Articles 107, 108, 109 and 110 of the Articles of Association of the Company, Mr. C. C. Dalal and Mr. N. A. Rathod, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

As per the requirements of the Clause 49 of the Listing Agreement, a brief resume of both the Directors proposed to be re-appointed, showing their qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, is provided in the Corporate Governance Report forming part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, offer themselves for reappointment. The Company received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of Employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Directors' Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act. 1956, the Directors' Report is being sent to all shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Earnings and Outgoings The Company has no activities relating to Conservation of Energy and Technology Absorption.

The details of Company's foreign exchange earnings and outgo during the year under review are given in Note no.19 of Schedule 11 – Significant Accounting Policies and Notes to Accounts.

Employee Stock Option Schemes

The disclosures required to be made in the Directors' Report in respect of Employees Stock Option Schemes 2006 and 2007, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in the Annexure, forming part of the Directors' Report.

During the year, the Company has also availed Shareholders approval for "Pioneer Investcorp Ltd. Employee Stock Option Scheme – 2010" for 20,00,000 Stock Options for the Directors and Employees of the Company and its Subsidiaries.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the revised Clause 49 of the Listing Agreement. As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

Acknowledgments

The Board wishes to express its deep appreciation to all staff members for their excellent contribution and to the bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

G.M.Gandhi C.C.Dalal

Managing Director Director

Mumbai

27th May, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2010.

Financial Highlights 2009-2010 2008-2009 (Rupees in lakhs) (Rupees in lakhs)

Profit before Tax 1548.80 47.56

Less:-Provision for Tax 380.00 16.50

Less:-Fringe Benefit Tax — 10.39

Less:- Deferred Tax Liabilities 43.89 72.46

Less:-Prior Period Item (net of tax expense) — 1155.29

Less:- Short Provision for Tax for Earlier Years — 30.25

Net Profit / (Loss) after Tax 1124.91 (1237.33)

Add: Balance Brought Forward from the Previous Financial Year 561.16 1798.49

Less: Proposed Dividend 122.43 —

Less: Tax on Proposed Dividend 20.34 —

Less: Transfer to General Reserve 300.00 —

Balance Carried Forward to Balance Sheet 1243.31 561.16

Performance Review

The economic environment in India improved significantly in Financial Year 2010. The Index of Industrial Production (IIP) increased 10.4% during Financial Year 2010 compared with 2.7% during Financial Year

2009. Exports growth also turned positive from October 2009 after declining for 12 consecutive months. Net Fll inflows into India improved to US$ 23.6 billion during April-December 2009 from US$ 11.3 billion in the year ago period. The growth in gross domestic product (GDP) during the first half of Financial Year 2010 grew 7% compared with 6% in the second half of Financial Year 2009. During third quarter of Financial Year

2010, GDP growth moderated to 6% mainly due to 2.8% decline in agricultural output owing to below- normal monsoons, and a moderate 6.6% growth in services. For Financial Year 2010, GDP grew at a robust pace of 7.4% exceeding Central Statistical Organistions (CSO) estimate of 7.2%. During the second half of Financial Year 2010, inflationary pressure increased driven largely by food price inflation. Inflation, as measured by the wholesale price index increased from a low of-1% in June 2009 to 9.9% in March 2010.

The Equity markets also recovered significantly with the BSE Sensex increasing 80.5% from 9,709 as of March 31, 2009 to 17,528 as of March 31, 2010. The rupee appreciated from Rs. 51 per US dollar at end Financial Year 2009 to Rs. 45.1 per US dollar at end Financial Year 2010. The positive trends in the economy were also observed in the banking sector. Non-food credit growth at end December 2009 was 12.7% year- on-year compared with 17.8% at March 2009. Credit growth too revived during the fourth quarter of Financial Year 2010 with non-food credit growth reaching 16.9% at end-Financial Year 2010.

During the year under review, despite the volatility witnessed in the global and domestic markets the Company continued to strengthen its core competence in Investment Banking by rendering project and financial advisory services including private placement of Equities and issue of Bonds/GDRs/FCCBs to various corporate clients and industrial houses.

Key results include significant growth in the top line and bottom line. Total income increased 68% to Rs.3678.36 lakhs as against Rs.2184,78 lakhs in the year ago period and profit before tax rose more than 30 times to Rs.1548.80 lakhs versus Rs.47.56 lakhs.

Increase in Share Capital

During the year under review, the Company issued 2,00,200 Equity Shares on exercise of stock options by the Independent Directors and employees of the Company and its subsidiary under the "Pioneer Investcorp Ltd. - Employee Stock Options Scheme - 2006"; consequently, issued, subscribed and paid up Equity Share Capital increased from Rs.1202.98 lakhs to Rs.1223.00 lakhs as of March 31st, 2010.

Dividend

Considering the future expansion plans and the requirement of proposed capital expenditure and working capital for the Company, the Board of Directors of the Company, has recommended dividend @ 10% (Rs.1.00 per Equity Share of face value of Rs.10/- each) for the year ended March 31, 2010, subject to approval of shareholders at the Annual General Meeting. The dividend, if declared as above, would involve an outflow of Rs.122.43 lakhs including Rs.20.34 lakhs toward dividend tax, resulting in a total outflow of Rs.142.77 lakhs.

Subsidiary and Consolidated Financial Statements

During the year under review, the Company completed the process of voluntary winding up of Pioneer Investcorp International Ltd., a wholly owned Subsidiary situated in DIFC Dubai. A Company has been incorporated in Singapore "PINC International (Singapore) Pte. Ltd." and is awaiting license to commence commercial operations.

On an application made by the Company, the Ministry of Corporate Affairs has granted exemption under Section 212(8) of the Companies Act, 1956, from attaching to the Holding Companys Balance Sheet, Accounts and other documents of all its existing Subsidiaries, including its overseas Subsidiary. Copies of the annual audited Accounts of all its existing Subsidiaries, including its overseas Subsidiary, can also be sought by a member of the Company on making a written request to the Company in this regard. The Accounts of these Subsidiaries are also available for inspection for members of the Company at the registered office. The Company has attached the Consolidated Financial Statements in this Annual Report, which includes the financials of all its existing Subsidiaries, including its overseas Subsidiary. The Consolidated financial statements indicate that revenue from operations and Profit before tax for the year under review was Rs.6451.73 lakhs and Rs.2153.68 lakhs respectively.

Directors Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent 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 of the Company for the year under review;

iii) The Directors took proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annexed Annual Accounts for the accounting year ended 31st March, 2010, have been prepared on a going concern basis.

Management Discussion and Analysis

The Management Discussion and Analysis report for the year under review as required under Clause 49 of the Listing Agreement, is provided separately in the Annual Report.

Fixed Deposits

The Company did not accept any Fixed Deposits during the year.

Directors

In accordance with Section 255 and 256 of the Companies Act 1956, and read with Articles 105, 106 and 107 of the Articles of Association of the Company, Mr. C. M. Maniar and Mr. A. B. Desai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

According to the requirements of the Clause 49 of the Listing Agreement, brief resume of both the Directors proposed to be re-appointed, their qualifications, experience and the names of the Companies in which they hold directorship and membership of the board committees, are provided in the Corporate Governance Report a part of the Annual Report.

Auditors and Auditors Report

M/s. Jayesh Dadia & Associates, Chartered Accountants, and Auditors of the Company, will retire at the conclusion of the ensuing Annual General meeting, and being eligible, they offer themselves for reappointment. The Company received a certificate from the Auditors that their reappointment if made, would be in accordance with Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

The Notes to the Accounts in the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Particulars of employees

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed thereunder, names and other particulars of employees are set out in the annexure to the Directors Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Directors Report is being sent to all the shareholders of the Company excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company and any Shareholder interested in obtaining a copy may write to the Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Earnings and Outgoings

The Company has no activities relating to Conservation of Energy and Technology Absorption.

Details of the Companys foreign exchange earnings and outgo during the year under review are given in Note no.21 of Schedule 11 - Significant Accounting Policies and Notes to Accounts.

Employee Stock Option Schemes

The disclosures required to be made in the Directors Report in respect of Employees Stock Option Schemes 2006 and 2007, in terms of the SEBI (Employee Stock Option Scheme) Guidelines, 1999, are contained in the annexure, a part of the Directors Report.

Corporate Governance Report

The Company has complied with all the mandatory provisions of the revised Clause 49 of the Listing Agreement. As part of the Companys efforts toward better corporate practice and transparency, a separate report on Corporate Governance compliance is included as part of the Annual Report.

Acknowledgments

The Board wishes to express its appreciation to all the staff members for their excellent contribution and to the bankers, shareholders and customers for their continued support.

On behalf of the Board of Directors

Mumbai G. M. Gandhi C. C. Dalai 10th May, 2010. Managing Director Director