DIRECTORS' REPORT To The Members, Your 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. 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 Nonexecutive 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 Nonexecutive 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: 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 nonexecutive 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 the Bankers, shareholders and customers for their con atilnl utheed sstuapffp moretm. bers for their excellent contribution and to General On behalf of the Board of Directors G. M. Gandhi Managing Director C. C. Dalal Director 23rd July, 2015. Mumbai |