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13.06.2016

To
BSE Limited (R€gular oflice & Corporate Relation Dept, Scrip Code: 53g771)
Phiroz€e Jeejeebhoy Towers,
Dulal Street,
MuEbai-400001

To
Calcutta Stock Exchatrge Limited (Scrip Codet 10029247)
7, Lyons Road
Kolkata-700001

Dear Sir^4adarn,

Sub: Antrual Report 201916


Ref: R€sulatiod 34(1)

Enclosed herewith the 3 8e Annual Report of the Company for the year 201 5_ 16.

Ihis for your information a.nd record please.

Thanking you

ForPitrcon Spirit Limited

{/
Aditya IGrwa
Company Secretary

lUica IKamarbari, Kahbe a, Rrjarhat, Bisltnupur, North 24 lgns, W B., Pi n-700 1.15,
CoMtry Spii| Rohanda, Villagc - Gopatpur, Cha dig;rh, P.o. - Can8an,gar. 24Pargancs (Norr[) Pin I 700 132
F\4( G : fl1. \ilsrtrj Ru,d. ArJrp,rr. Xoll,ara - _00 l0o
What makes
Pincon Spirit
Limited one of
the most exciting
liquor companies
in India today?
38th Annual
Report 20 16
PINCON SPIRIT LIMITED 15
PINCON SPIRIT LIMITED
www.pinconspirit.in
Bringing superior
IMFL attributes to
the IMIL space

06
India’s liquor industry is regulated by the
government at one end and dominated by
How Pincon has strengthened its
multinationals at the other.
credentials as an Opportunity-
responsive company
Their formidable industry barriers mean
04 that industry players are either large or
Making the Chairman’s Vision slow-growing.
review To make liquor
consumption leap
happen 14 consumption
safe, hygienic
and responsible
The one exception is Pincon Spirit Limited.
Pincon’s biggest contribution has been in
graduating the consumer at the bottom of the
consumption pyramid to a superior product
One of the youngest corporatised success
stories in India’s liquor space. And one of
08 the fastest-growing as well.
Forward-looking statement
In this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This
report and other statements- written and oral- that we periodically make contain forward looking statements that set out anticipated results based on the
management plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’,
Here’s proof: Company reported its eighth
successive year of profitable growth in
‘projects’, ‘intends’, ‘plans’, ‘beliefs’ and ‘words of similar substance in connection with any discussion of future performance. We cannot guarantee that these
forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risk,
uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate,

2015-16.
actual; results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise.

Revenues grew by 43%. Profit after tax


strengthened by 53%.
Making the Company one of the most
exciting prospects in India’s liquor industry.
Contents
Opportunity-responsive 04 Bringing IMFL attributes to IMIL space 06 Making the consumption leap happen 08
An insight into the corporate 10 Our corporate journey 12 Chairman’s review 14 Our robust business model 16
Company review 17 Management discussion and analysis 18 Managing business uncertainties 24 Statutory A PRODUCT
info@trisyscom.com
section 26 Balance Sheet and P&L Account 61
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
2 3

JUST DIFFERENT.
PINCON.

Most established liquor companies Most IMFL companies have high marketing
focus on the upmarket consumer. budgets.
Pincon focuses at the bottom of the Pincon’s business model is weighted around low
country’s consumption pyramid. marketing costs, which can be passed on to the
retailers.
Most liquor companies focus on
upmarket niche segments. Most liquor companies begin by blending,
Pincon selected to focus on the popular bottling and branding followed by
segment. distribution.
Pincon was engaged in the distribution business
Most liquor companies address existing and used this insight of liquor across blending,
price segments. bottling, branding and marketing – hence the
Pincon has successfully created new price entire value chain.
segments.
Most liquor companies prefer to specialise in a
There have been virtually no new space of their choosing.
players entering the IMFL space in the Pincon is extending its IMFL specialisation to the
last couple of decades. IMIL segment.
Pincon has been one of the most exciting
entrants in the country’s IMFL sector.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
4 5
THE PINCON DIFFERENCE

Opportunity- The Company

responsive.
widened it
footprint across
21 districts of
A few years ago, the West Bengal Government
embarked on reforming the liquor sector.
West Bengal.
Pincon was among the first to respond to this
emerging opportunity.
The result is that Pincon’s first-
mover’s advantage has helped it
acquire a leading market share
and enhance revenue visibility.

T
he State Government’s policy of issuing composite
licenses made it possible for IMFL and IMIL
manufacturers to market their products from the
same retail points. This ‘open market’ approach increased
the throughput of liquor brands and products through retail
outlets. Besides, the very classification of the points of liquor
sale was extended to clubs, bars and hotels.
Pincon was among the first liquor companies in West Bengal
to recognise the implications of this reform. The Company
invested aggressively, creating its first IMFL bottling capacity
in 2013 widened its footprint across 21 districts of West
Bengal. It launched more brands. It invested in facilities that
enhanced IMIL acceptability, eliminating the odour usually
associated with this product following the use of grain-
based ENA.
The result is that Pincon’s first-mover’s advantage has helped
it acquire a leading market share and enhance revenue
visibility.

Making it a dominant IMIL player


in West Bengal.
Bottling
plants 1 in 2013-14 2 in 2014-15 3 in 2015-16
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
6 7

THE PINCON DIFFERENCE

Bringing IMFL
attributes to the
IMIL space.
U
ntil a few years ago, Pincon was largely
present in the IMFL segment. W hen the The Company
Company selected to extend to the IMIL
Pincon is one of the few companies to have space, it leveraged the knowledge gathered from the proactively invested
extended successfully from the premium to the IMFL segment.
in deodorising
popular segment. The Company’s principal learning was centred
around product quality. The result was that Pincon
its IMIL products,
was among one of the first players to graduate enhancing their social
from molasses-based IMIL to the superior grain-
based equivalent, achieving the requisite 70 degree acceptability and
strength. creating new markets.
The Company created branded IMIL products with
an upmarket look for the first time, revolutionising
on-site consumer promotional methods.
The Company proactively invested in deodorising its The result is that Pincon
IMIL products, enhancing their social acceptability singlehandedly graduated
and creating new markets. the West Bengal consumer
The Company effectively utilised PET bottles from drinking illicit liquor
to market its products and thus drive sales and consumption to progressive
realisations.
IMIL equivalents.
The result is that Pincon singlehandedly graduated
the West Bengal consumer from drinking illicit liquor
consumption to progressive IMIL equivalents.

Graduating lifestyles at the


bottom-of-the-pyramid.

Additions
to the IMIL
portfolio 0 in 2014 1 in 2015 3 in 2016
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
8 9

THE PINCON DIFFERENCE

Making the
A
few years ago, Pincon launched Pincon

consumption Rather than compete


Series, a mid-priced liquor category.
R ather than compete with some of the
established brands and take years to carve out an with some of the

leap happen.
identity, Pincon responded laterally.
The Company introduced radical pricing. H50 for a
established brands
180 ml bottle. H100 for a 375 ml bottle. And H260 and take years to carve
for a litre bottle. Most experts indicated that the
pricing would only attract more IMFL drinkers.
out an identity, Pincon
Pincon’s biggest contribution has What Pincon achieved was entirely unexpected.
responded laterally.
The Company addressed a large chunk of IMIL
been graduating the consumer at consumers as well. Attracted by the price-value
the bottom-of-the-pyramid to a proposition, a number of them were encouraged
superior product. to transform their tastes and lifestyles.

Going beyond enhancing The Company introduced


market shares; creating new radical pricing. H50 for a 180 ml
markets altogether. bottle. H100 for a 375 ml bottle.
And H260 for a litre bottle.

Additions
to the IMFL
portfolio 9 in 2013-14 11 in 2014-15 11 in 2015-16
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
10 11

Pincon Spirit Limited. Background Management

Extended from IMFL


Pincon Spirit Limited entered Pincon Spirit Limited is headed
India’s liquor business in 2005 as a by Mr. Monoranjan Roy. The
wholesale distributor of high-volume Company’s operations are

to IMIL.
IMFL brands. Over the decade, managed by a 14-member senior
Pincon has emerged as a leading management team who are
player in blending, bottling and supported by 90+ employees.
distributing proprietary IMFL and

Pioneered the advent


IMIL products. Besides this, Pincon
refines, bottles and distributes edible
oils in the FMCG segment.

of branded IMIL. Facilities Brands

Leveraging the
The Company manages six blending Pincon enjoys a presence in all
and bottling facilities (two owned IMFL segments through 11 in-
and three contract manufacturing) house brands. The Company’s three
ensuring that products reach 2,000+ brands in the IMIL space make it

growth prospects retail outlets in West Bengal, Karnataka,


Odisha, Jharkhand and Uttarakhand,
quickly and cost-effectively. Also, it
a dominant player in West Bengal.
In the FMCG space, two edible
oil brands enjoy wide consumer

of two fast-growing has its own oil refining and packaging


plant in West Bengal.
acceptance in West Bengal.

business segments. Key shareholder information


Market capitalisation Enterprise value Face value per share BSE Code: 538771

Liquor and edible oil.


in H crore in H crore in H CSE Code: 10029247

243 504 10 *All information relevant as of


31 March 2016

OTHER CORPORATE INFORMATION


Headquarters: Bangalore, India
Listing: CSE Ltd and BSE Ltd.
Our presence Contribution towards CSR initiatives: H0.20 crore
in West Bengal
(districts) 5 in 2013-14 12 in 2014-15 21 in 2015-16
*As of FY 2015-16
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
12 13
OUR CORPORATE JOURNEY

2005-09 2010 2011 2012 2013 2014 2015


Entered into a tie-ups
n
n Present management n Launched first in-house n Expanded whisky and n Launched Highland n Set up office in Bengaluru n Launched Odisha Choice
with bottling units outside
takes over Sarang Viniyog brand in the IMFL segment rum portfolio Blue Whisky in the mid- for expanding into South Whisky in Odisha in the
West Bengal for its IMFL
Ltd, (presently Pincon – Pincon XXX Matured premium segment India economic segment
brands nLaunched Pincon King’s
Spirit Limited) Rum
Coin 50 (vodka, rum and n Launched Pincon Ruby n Launched in-house IMFL n Launched Ultra Force
n Launched Pincon No. 1
nLaunched wholesale n Crossed turnover of H50 whisky) Gold XO Brandy brand in Karnataka XXX Jamaican Rum in the
Whisky
distribution of reputed crore premium segment
n Crossed turnover of H240 n Entered the FMCG n Entered the IMIL segment
IMFL brands in West Bengal Pincon XXX Matured
n
crore segment – edible oils by launching Pincon n Launched Pincon Ruby
Rum emerged as the third
Bangla No.1 in West Bengal Gold Orange Flavoured Gin
largest rum brand in West n Crossed turnover of H300
in regular segment
Bengal* crore n Got listed on the BSE
n Crossed turnover of H600
n Crossed turnover of H100
crore and net profit H10
crore
crore

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

THIS IS HOW WE n Revenues increased by 43% from H693 H17 crore in 2014-15 to H26 crore. one more IMFL blending and bottling unit (Orbitol Solutions Pte Ltd), a Singapore- onward marketing in India.
crore in 2014-15 to H988 crore. in West Bengal coupled with two popular based company that will enable Pincon
OUTPERFORMED n Acquired an IMIL bottling unit of
IMIL brands. to export its own brand of Ultra Force XXX
n Penetrated deeper and enhanced
n EBITDA grew by 64% from H35 crore in National Industrial Corporation (Nicols) in acceptance of edible oils in West Bengal.
THE SECTOR 2014-15 to H58 crore. Asansol. n Decided to make a direct overseas Jamaican Rum to ASEAN countries. This will
IN 2015-16 n Profit after tax increased by 53% from n Planned to acquire two more IMIL and investment to acquire 100% of OSPL facilitate the import of liquor and pulses for

Net sales (H crore) EBITDA (H crore) PAT (H crore) EPS (H) RONW (%)
244.6

320.1

384.9

692.9

987.9

10.3

14.9

19.1

35.6

58.1

10.1

16.7

25.5

10.0

16.6

17.3

32.4

28.6

25.1

28.7

27.1
6.9

8.5

6.8

8.5
FY 12 FY 13 FY 14 FY 15 FY 16 FY 12 FY 13 FY 14 FY 15 FY 16 FY 12 FY 13 FY 14 FY 15 FY 16 FY 12 FY 13 FY 14 FY 15 FY 16 FY 12 FY 13 FY 14 FY 15 FY 16
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
14 15
Chairman’s overview

“If you ask me what Our Company grew revenues by 43%


and profit after tax by 53% in 2015-16 –
superior packaged and branded IMFL
product priced affordably for the masses,
efficiencies will translate greater margins
visibility. We have an unusual commitment

we have done that it the eighth successive year of profitable


growth.
we created an inducement for thousands
of consumers to graduate their tastes,
towards logistics management and
customer responsiveness for a company

is indeed creditable, I
preferences and lifestyles. of our size. We have been blending
This outperformance was the result of a
grain-based extra neutral alcohol with
conscious decision to grow the business So, if you ask me what we have done
RO-treated water which has enabled us
will only say this: we in a manner distinctive from our peers.
Principally, liquor companies in India
that it is indeed creditable, I will only say
this: we offered a branded product in a
to create an absolutely odourless IMIL
product. Besides, ours is an instance of a

offered a branded
space where nobody previously aspired
focus on the premium branded segment, company that has widened its national
to; we seeded the market with branded
avoiding the low-value IMIL portfolio which footprint parallely with its regional spread.
offerings; we created an appetite for

product in a space
is considered to be incompatible with
better products. Considering that the acquired facilities
the premium portfolio and its realisations
are running profitably, we expect them to
not considered good enough to ensure The result is that we grew revenues at a

where nobody
contribute handsomely to our financials
profitable growth. CAGR of 57.25% in the three years leading
in 2016-17. More importantly, we have
to 2015-16; we grew our profit after tax at
Our Company was able to perceive invested in a medium-term plan that
previously aspired opportunities where others saw
challenges because of our in-depth
a CAGR of 58% during the same period.
comprises expanding our operating
facilities, evolving our product mix, and

to; we seeded the understanding of the business. We have


grown from a point where we distributed Optimism, 2016-17
widening our footprint to cumulatively
grow our revenues to C3,000 crore by

market with branded


products for some of the largest liquor 2020.
n Leverage acquisitions to step
companies in the country for a number of
up production to over 1.2 crore The other distinctive Pincon initiative
years. We saw how the business worked
offerings; we created from up front – what trade policies were
followed by the larger companies, how
bottles per month in the IMIL
segment.
has been our decision to extend into a
completely different business segment

an appetite for better n Acquire two bottling units in


– the refining, branding and distribution
consumers responded to different prices
of edible oils in the FMCG segment. This
and how offtake responded to changes in Malda and Cooch Behar.
strategy has helped us de-risk ourselves

products.”
positioning. n Strengthen our presence from an excessive dependence on the
As it turned out, we extended from throughout West Bengal and liquor segment. Following an investment
distribution to blending, bottling, Karnataka. in product variety, smart marketing
branding, marketing and retailing, possibly n Widen our IMFL portfolio to strategies and superior distribution
the longest value chain in the country’s reap promising returns. network, we have carved out a successful
liquor industry. Being small, we possessed presence in this segment marked by
the right size to manage overheads. attractive revenues. This provides us
Besides, the decision of the West Bengal with the optimism that this segment
Pincon Spirit Limited is one of the Government to create a composite license
What we have achieved in the last few
can emerge as a full-fledged business
most attractive proxies of India’s for the liquor sector made it possible for
years pales in comparison to what lies
capable of enhancing shareholder value
ahead.
liquor industry. us to widen our reach across the IMIL and sustainably.
IMFL segments. The prospects are compelling. In India,
Our Company is a proxy of the vast consumption I strongly believe that a company can
there are only two pan-Indian MNCs; the
potential at the base of India’s consumption This convergence – right place, right ensure sustainable growth through open
rest of the players are regional. The market
pyramid. Our Company is a proxy of an increased time, right size – brought us face to communication with its stakeholders.
is getting increasingly corporatised.
national emphasis on hygiene. Our Company is face with one of the largest sectoral
There is a greater respect for companies I would like to thank our stakeholders for
a proxy of the country’s branding and packaging opportunities. In West Bengal, where we
that can market wider and deeper. their unflinching support and persistent
revolution. Our Company is a proxy of the nation’s selected to enhance our presence, there
There have been no efforts undertaken commitment in helping Pincon reach
growing aspirations. Our Company is a proxy of the was a large illicit liquor trade marked by
towards educating the masses about the such great heights. I look forward to
country’s millions who are eager to unwind and spurious products, absence of quality
consumption of safe and hygienic IMIL. the next year with the strong belief that
entertain themselves. assurances and no certifications, low
Pincon will continue to receive your
product traceability and most importantly Our Company is attractively placed to
It’s on the back of these diverse realities, our encouragement.
– no contribution to the exchequer. capitalise on these realities. We achieved
Company has emerged as one of the fastest-
a critical mass of over 21,00,000+ cases Monoranjan Roy,
growing companies in India today. Our Company addressed this vast
of IMFL and IMIL products for the year Chairman and Managing Director
segment (estimated in excess of H50,000
under review, following which scale-based
crore a year across India), by offering a
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
16 17
A conversation with Mr. Arup Thakur, Executive Director and CFO

Our robust business model “We aspire to continue growing our


topline, improve margins and drive
bottomline growth in 2016-17.”
An overview of the Company’s able to produce 2.5 crore bottles per 2,000+ of them. Our focus on extending
2015‑16 performance month compared to 1.25 crore bottles our pan-Bengal footprint should catalyse
The year 2015-16 was a positive year as per month, a year ago. This capacity jump business growth.
Value chain Twin revenue engines Transformation-focused our topline grew by 43% to H988 crore empowers the Company to address
The Company enjoys a The Company’s revenues are The Company focuses on while net profit increased by 53% to a growing IMIL market. Besides, the The IMFL segment
visible presence across being driven by liquor and strengthening its presence H26 crore. More importantly, our EBIDTA ownership of three leading IMIL brands is Pincon’s IMFL brands reported a 60%-
the value chain – from edible oils; ensuring that it in the IMIL segment, margin strengthened by 80 bps over likely to make Pincon the go-to company plus revenue growth over the previous
production to retail. isn’t overtly depedent on any graduating from entry-level the previous year. This profitable growth in terms of its distribution channel and will year even as its core brands are relatively
one of the two verticals. IMFL products to mainstream validates the Company’s ability to build make it possible for us to optimise costs. new and only started gaining consumer
products by branding and volumes, generate attractive realisations The bottomline is that the acquisitions acceptance in the states of their presence.
leveraging its corporatised and optimise costs. will make us a larger company capable
identity. of selling faster and at a lower cost – Outlook
This outperformance was the result of the The Company is hopeful of sustaining
adding value for stakeholders across the
successful implementation of a number of its growth in the current year on a
foreseeable future.
initiatives. We strengthened our presence larger base. We will continue enhancing
in Karnataka (having entered the market
The West Bengal opportunity marketplace and shopfloor efficiencies
in late 2014-15), resulting in incremental and strengthening our product basket to
From a macro perspective, West Bengal
volumes. We focused on growing fill market gaps. Our proposed acquisition
consumes about 6 crore IMIL bottles per
awareness regarding our core brands. of Orbitol Solutions Pte Ltd, a Singapore-
Bottling integration Resource integrity month on an average, apart from the
We launched new products and product based company, will facilitate the export
The Company has invested The Company has selected sizeable volumes of illicit liquor. The West
extensions that generated encouraging of our Ultra Force XXX Jamaican Rum to
extensively in back-end to manufacture IMIL from Bengal Government’s desire to wipe out
volumes. the ASEAN countries.
integration – via the direct grain-based ENA, enhancing illicit liquor consumption in West Bengal
ownership of bottling plants taste on the one hand and has brightened prospects for us in the
Key corporate achievements, We aspire to continue growing our
and tie-ups, strengthening eliminating odour on the IMIL segment.
2015‑16 topline, improve margins and drive
its value chain. other, resulting in increased The Company completed two IMIL-related bottomline growth in 2016-17. We
acceptability among the
Business-strengthening initiatives
acquisitions in 2015-16. Pincon acquired intend to mobilise funds for acquisitions
Consider this: our flagship Bangla No.1
masses. a bottling unit in Asansol to address the and financing day-to-day opeartions
brand along with the newly-acquired
large liquor consuming market in the through a prudent mix of debt and equity,
brands are present across 21 districts
coal mining belt of West Bengal. The strengthening our Balance Sheet.
of West Bengal. The extension of these
Company embarked on the acquisition In view of these realities, we expect
prominent brands across our existing
of two blending and bottling units in
Distribution Acquisitions Diversification footprint could alone make a sizeable to drive sustainable growth over the
Dankuni and Barahanagar. The Company foreseeable future.
The Company markets The Company has The Company invested across addition to our volumes.
also acquired two popular IMIL brands -
products through private/ demonstrated the ability the IMFL range (whisky, gin,
Bengal Tiger (more than 20 years old) and Growth opportunities
governmental distribution to identify targets and vodka and rum) with the
Uddan (more than 15 years old) – that Even as we are a dominant IMIL player in
channels. The Company acquire bottling plants and objective to capture the
are expected to translate into enhanced West Bengal with a 40% market share, our
possesses a strong retail brands to address the vast upside in each and moderate

55
offtake in 2016-17. presence in North Bengal is still marginal.
and institutional network consumption potential in the an excessive dependence on
(proprietary retail shops in markets of its presence. any one variety. Consequently, we are analysing inorganic
The IMIL business segment growth opportunities in that location.
West Bengal). %
The Company has enhanced
From a distribution perspective, there are increase in our points-of-sale in FY16
manufacturing capacities following these
about 2,200 active shops marketing IMIL
acquisitions. The Company will now be
brands while our products are available in
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
18 19
Management discussion and analysis Business segment#1

Proprietary

11
Indian economy result of the exceptional performance controlling demand pressures, keep brands
of the country’s manufacturing sector external shocks at bay and control rupee
The global landscape has been rough and
(9.5% growth in 2015-16 against 5.5% in volatility and inflation.
uncertain with weak output growth.
2014-15), which was due to a significant
India’s economy is expected to sustain
Even in these trying times, India’s fall in inputs costs following a decline in
its growth momentum in the current
economic growth was positive wherein global commodity prices. Besides, growth
year. The Economic Survey 2015-16 has
inflation, fiscal deficit and current account is also being significantly driven by private
projected a GDP growth of 7-7.75% in
balance showed improvement. consumption aided by lower energy Traded brands

50+
2016-17, while IMF has estimated India’s
prices and higher real incomes.
India registered robust growth of 7.2% in
2014-15 and an 7.6% in 2015-16, retaining
its position as the fastest-growing major
Economic robustness was also facilitated
by positive RBI policies which aided in
GDP growth at 7.5% in FY17 supported by
stronger domestic demand. IMFL
(Source: IMF, ET, World Bank)
economy. This growth was largely the

P
incon entered the IMFL segment of 14% on the strong growth of our IMFL Proportion of
through wholesale distribution and brands. Going forward, business growth is income from IMFL

45
business (2015-16) (%)
INDUSTRY REVIEW subsequently graduated to blending, expected to sustain momentum, even as
bottling and marketing proprietary brands its share in the overall business is likely to
The Indian liquor industry is estimatedly consider India as an under-consumed joint ventures have increased, leading to
across five states. Pincon is possibly the decline.
worth C1,400 billion. This segment is still market, which has seen steady growth market consolidation. This industry can
only liquor player in India with a footprint
largely untapped, making it attractive for in the last five years. In view of this rich be broadly divided into the following
liquor players. Several global companies potential, the pace of acquisitions and segments:
extending from production to wholesale and Proprietary products
retail. The Company produces proprietary liquor Sales volumes in
brands with a manufacturing capacity of 2015-16 (lac cases)

11+
Type of industry Pricing Target audience Wholesale distribution 120,000 cases per month. The Company’s
IMFL (Indian Made Foreign Liquor) Affordable and competitive Above 24 years The Company is engaged in the wholesale product portfolio comprises 11 brands across
distrbution of leading liquor brands for five categories (rum, whisky, vodka, brandy and
IMIL (Indian Made Indian Liquor) Low-end prices are a driving factor Above 35 years
which it enjoys tie-ups with more than 3,000 gin).
licensees in West Bengal. Over the years,
the business provided the Company with a Highlights, 2015-16
grassroots understanding of the segment Revenue in 2015-
n Revenues grew by more than 60%; the 16 (H crore)

588
and regional customer preferences. The average industry growth was more than 8%
IMFL (Indian Made Foreign consumed in India, accounting for around 150 million will be added to this Company entered this segment in 2009. In
Liquor) nearly 50% of the market and growing at group over the next five years. 2015-16, this business generated revenues n Strengthened ‘route to market’ capabilities
around 6-8% each year. There has been a worth H341 crore against H322 crore in – right product at the right place.
IMFL is a large segment of the Indian Social norms: There has been a visible
gradual shift from illicit liquor to licensed 2014‑15. Even as its contribution to the
liquor industry segmented into various change in drinking attitudes, enhancing n Launched Ruby Gold Gin, which was well
and subsidised IMIL (country liquor).
types (whisky, vodka, gin, rum and the social acceptability of alcohol topline (consolidated) declined from 49% to received by the customers
brandy). This segment is dominated by Industry challenges comprise restrictive consumption. 33%, IMFL as a segment registered a growth
whisky (60% of volumes), followed by state policies regarding pricing,
Rising disposable incomes: Most
rum (25%). This segment sells around 80 production and movement, increase Product Brands Pincon’s position in West
Indians are in the productive working age
billion cases a year. In the IMFL segment, in raw material costs and advertising segment Bengal
bracket and moving towards the upper
vodka is the fastest-growing at around restrictions.
and middle income groups. 50 degrees or Pincon King’s Coin (whisky, rum, vodka) Second-largest by volume
9-10%, consumption of which has
more
increased due to increased popularity Industry drivers Increased alcohol accessibility and
among women. Besides, evolving availability: The industry is populated Budget Pincon No. 1 Select Whisky, Odisha Choice Leader in this product
Urbanisation: As more people migrate
consumer preferences towards premium by a number of brands (high-end and Whisky, Pincon XXX Matured Rum, Pincon segment
to cities, they will be exposed to a wider Pincon is one of the few
IMFL varieties are likely to enhance low-end). Most low-end brands are Perfect Grain Vodka and Pincon Ruby Gold
variety of liquor products.
realisations and prospects. available in government-licensed outlets, XO Brandy users of grain-based
Favourable demographics: More than government shops (monopolies), private Regular Highland Blue Whisky, Ultra Force XXX Steadily growing market ENA, which enhances
IMIL (Indian Made Indian 60% of India’s population lies in the age licensed retail chains, restaurants and Jamaican Rum, Pincon Ruby Gold Orange shares product taste.
Liquor) group of 15-45. More than 480 million bars.
Gin
Indians are above the drinking age;
This is the largest form of alcohol
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
20 21

Business segment#2
n Made inroads in the difficult- Agenda for 2016-17
to-penetrate rum segment Proprietary

3
n Increase presence of core brands
(customer preferences are fixed
brands (Highland Blue Whisky,
around traditional brands) with Indian IMFL Pincon IMFL
Pincon No.1 Select Whisky and segment revenue
its Ultra Force XXX Jamaican Rum revenue growth,
Ultra Force XXX Jamaican Rum)

8+ 14
growth, 2015-16 (%) 2015-16 (%)
n Revamped packaging of its in Karnataka
flagship Highland Blue whisky
n Widen and deepen the Districts of
brand to strengthen customer presence
distribution network

21
appeal
n Bolster the Pincon portfolio
n Strengthened branding and
awareness IMIL
Points-of-sale

IMFL portfolio
H320 for 750 ml H415 for a litre
H
aving entered this space in 2015
following the launch of the Pincon
Bangla No.1 brand, the Company has
emerged as a dominant IMIL player (post-
Highlights, 2015-16
n The Company began blending and
bottling liquor under the IMIL segment
4,800
during the year under review.
acquisition) in West Bengal.
n Acquired Nicols, which added a
Pincon is among the pioneers in Revenue in 2015-
manufacturing unit to the Company’s asset
16 (H crore)

123
corporatising the IMIL segment (country
bank (capacity of 20 lac bottles per month),
liquor), which is still largely unorganised.
enabling the Company to establish its
The use of grain-based ENA as the basic footprint in the coal mining belt of West
ingredient mixed with demineralised water Bengal, a large IMIL market.
from the Company’s plant and the use of
n Embarked to acquire two manufacturing
IMFL – A wide product state-of-the-art automatic bottling lines
units – Dankuni and Barahanagar - which
basket across strategic have positioned Pincon distinctively from
also added two of the highest-selling IMIL
price points widens the its peers (through product quality and
brands, Bengal Tiger (more than 20 years old)
opportunity canvas taste). The Company’s sustained advertising
and Uddan (more than 15 years old). Pincon IMIL revenue
and promotional initiatives are aimed at

100
growth, 2015-16 (%)
Gin Ruby Gold Whisky Highland Blue raising awareness on the need to graduate n Introduced an orange-flavoured variant of
consumers from illicit liquor to branded IMIL Bangla No. 1 in December 2015, which was
variants. These factors have enhanced the well-received.
H340 for a litre H160 for 750 ml H160 for 750 ml
acceptability of the Company’s products
leading to increased offtake. Agenda for 2016-17
Pincon strengthened its sectoral n Introduce four flavoured variants under the Indian IMIL segment revenue
Bangla No. 1 brand growth, 2015-16 (%)

15
leadership by increasing capacities (three
manufacturing units) and acquiring brands n Extend product availability of newly-acquired
(Uddan and Bengal Tiger). brands across Bengal.
Currently, the Company has a capacity to n Scout for acquisition opportunities to
produce 1.3 crore bottles a month across strengthen presence in North Bengal.
three manufacturing facilities in Central
and South Bengal. Pincon’s Bangla No. 1 is n Assist the State Government to counter Pincon aims to achieve a
available in 21 districts across 2,000+ retail the sale of unlicensed country liquor (hooch) 60% market share in the
outlets. by introducing an alcohol variant of similar IMIL space in West Bengal
strength (80 degrees). by the end of FY17.
Rum Jamaican Ultra Force Vodka King’s Coin Rum King’s Coin
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
22 23

Business segment#3 How does


2
brands
Pincon enhance
consumer value?
Production At Pincon, we believe in providing
capacity in tonnes value to our consumers through

50,000
differentiation. This philosophy has
ensured the Company’s success in
the IMIL segment, with growing
customer adoption of our brands,

Edible oils Proportion of


income from own
increasing IMIL sales volumes to 1
crore bottles a month. Our superior

28
business (2015-16) (%) price-value proposition is expected
to establish us as one of the largest
IMIL (country spirit) players in India.

T
his business segment is engaged segment grow revenues by 60% during the Sales volumes in
in the manufacture of edible oils. year under review. 2015-16 in tonnes

31,000+
The Company owns a refining and
n Pincon leveraged its expertise in the
packaging unit.
distribution of liquor products in the realm of
The Company entered the edible oil segment edible oils.
in 2013 and markets its products in West
n The Company focused on consolidating its
Bengal and North East India. This segment
edible oils business in West Bengal.
has helped in diversifying the Company’s Revenue in
2015‑16 (H crore)

281
business and creating an additional revenue
stream.
Agenda for 2016-17
n The segment holds substantial promise
Highlights, 2015-16 and hence the Company plans to further
consolidate its presence in West Bengal.
n The topline growth that was achieved in
the year under review was H101 crore, which n The product recall of its liquor business
is substantial, considering the Company would be instrumental in boosting sales of its
entered the edible oils segment in 2013. edible oils.

n Its competitive pricing has helped this

The Indian edible oils market is the The Indian edible oil market is
fourth largest in the world after the US,
China and Brazil, accounting for around Sectoral under-penetrated and holds immense
potential for growth.
9% of the world’s oilseeds production.
attributes

Edible oil consumption will receive a Demand-supply issues have still not Rising incomes will enhance the
boost with the population increasing been fully addressed due to a lack of an growth of this sector.
incrementally over the years. efficient logistics chain.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
24 25

Managing business uncertainties PRODUCT RISK: Non-acceptance of the


product in the consuming fraternity could
Business is about taking and managing risks. A business’s risk profile will evolve with altering
impact business sustainability.
dynamics. The same holds true at Pincon, which has progressively emerged as one of the India’s
fastest-growing corporates. The Company leveraged its domain knowledge to strengthen
viability across products, geographies and market cycles. Mitigation: The Company has been in business for more than a decade. Its IMFL wholesale
operations provide insights into evolving customer preferences across geographies. Based on this
knowledge, the Company has launched a slew of successful products. The most recent launch was
Ruby Gold Gin which sold more than 30,000 cases during the previous fiscal.

REGULATORY RISK: The Company’s Result: Each of the Company’s brands registered healthy double-digit growths in the last three years.
business depends largely on governmental
policies, especially excise laws.

Mitigation: As a part of its de-risking initiatives, the Company has strategically established a FUNDING RISK: Inability to mobilise
footprint in areas where State Governments are not averse to liquor consumption. The Company adequate low-cost funds could affect
has a team of professionals who ensure that its operations conform to the laws of the land. growth aspirations.
Result: Pincon has emerged as one of the fastest-growing companies in India. Its topline has grown
Mitigation: The Company’s businesses (liquor and edible oils) are working capital-intensive. The
at a CAGR of 50% + over the last five years.
Company expects to infuse around H225 crore in 2016-17 (a mix of debt and equity) thereby
strengthening organisational liquidity and de-leveraging its Balance Sheet. Moreover, growth in
business volumes is expected to strengthen cash flows which could be deployed to fund working
capital needs and repay debts.
Result: The capital employed in the business increased from H99 crore in 2014-15 to H136 crore in
2015-16; strategic investor (Chairman and Managing Director) infused H62 crore into the business
GEOGRAPHIC RISK: An overt dependence on a in 2015-16, enhancing liquidity.
single state could impact growth if geopolitical
challenges emerge in that geography.
MARGINS RISK: Inability to manage
growing business operations could impact
Mitigation: Pincon generates more than 65% of its revenues from West Bengal. Hence it could
be affected by unforeseen adversities impacting the state. However, the geopolitical scenario
profitability.
in West Bengal does not threaten liquor consumption. As a de-risking measure, the Company is
Mitigation: The growing scale of operations and the consequent economies-of-scale will bolster
strengthening its presence in Karnataka, Jharkhand and Odisha. The Company is also extending
operating margins. Streamlining of business operations is a continuous journey and as the
its footprint to Delhi and Chattishgarh. Its proposed acquisitions allows it to export IMFL products
Company grows larger, its negotiating power with key stakeholders is expected to strengthen, thus
to ASEAN nations. The widening of the opportunity canvas is expected to reduce the Company’s
optimising costs. From a realisations perspective, the Company is moving up the value chain in the
dependence on West Bengal.
IMFL business (focus on core brands) and this is expected to improve margins
Result: Revenue contribution from outside West Bengal states grew from scratch in 2012-13 to 35%
Result: Revenues from core brands increased from H170 crore in 2014-15 to H384 crore in 2015-16
in 2015-16.
while EBIDTA margin improved by 80 bps over the same period.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
26 27

Directors’ Report
AUDITORS’ CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
In the 36th AGM held on 29.09.2014, D.N. Misra & Co., Chartered FOREIGN EXCHANGE EARNINGS AND OUTGO
Accountants has been appointed as Statutory Auditors of the The particulars prescribed under section 134(3) (m) of the Act, read
Company for a period of 5 years. Ratification of appointment of with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in
Your Directors are pleased to present the 38th Annual Report and the Company’s Audited Accounts for the Financial Year ended
Statutory Auditor’s is being sought from the members of the Annexure – 4.
March 31, 2016. Company at the ensuing AGM.
RELATED PARTY TRANSACTION
FINANCIAL RESULTS Further, the report of the Statutory Auditor along with Schedules All related party transactions that were entered into during the
The Company’s financial performance for the year under review along with previous year figures is given hereunder: and Notes to Accounts are enclosed to this report. The observations Financial Year were on an arm’s length basis and were in the ordinary
H in Lacs
made in the Auditors’ Report are self-explanatory and therefore do course of business. There are no materially significant related party
PARTICULARS 2015-16 2014-15 not call for any further comments. transactions made by the Company with Promoters, Directors, Key
Revenue 94,605.88 60,269.67
Managerial Personnel or other designated persons which may have
Profit before Interest, Depreciation, Tax 5610.41 3,285.89 AUDITORS’ REPORT
a potential conflict with the interest of the Company at large. The
The observations of the auditors in their report are self-explanatory
Depreciation 207.40 215.14 details of related party transactions required under section 134(3)
and therefore, in the opinion of the Directors, do not call for further
Interest 1,669.28 706.73 (h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is
comments.
Profit after Interest & Depreciation 3,733.73 2,364.01 given in Form AOC 2 and the same is enclosed as Annexure – 5, the
Provision for Taxation (I. Tax & Deferred Tax) 1,247.77 796.01 SUBSIDIARIES same is mentioned in the notes of accounts as well.
Profit after Tax 2,485.96 1,568.00 In accordance with Section 129(3) of the Companies Act, 2013, a
The Company’s policy on dealing with Related Party Transactions
statement containing salient features of the Financial Statements of
Share Capital 2,104.30 1,002.15 was adopted by the Board on 17th October, 2014 and is available
the subsidiary companies in Form AOC 1 is provided as Annexure
Reserve & Surplus 6,948.14 4,463.84 on the website.
– 1 to this report. In accordance with third provision to Section
EPS - Basic (Rupees) 11.81 15.65
136(1) of the Companies Act, 2013, the Annual Report and Financial EXTRACT OF ANNUAL RETURN
EPS - Diluted (Rupees) 16.87 15.65 Statements of each of the Subsidiary Companies have also been The details forming part of the extract of the Annual Return in Form
placed on the website of the Company www.pinconspirit.in No. MGT-9 is annexed herewith as Annexure – 6.
RESULTS OF OPERATIONS DIVIDEND
Operating in a volatile and uncertain environment, the Company Directors have recommended a dividend of H0.75 (i.e. 7.50%) per SECRETARIAL AUDITORS CORPORATE GOVERNANCE
demonstrated the resilience of its business model. equity share for the Financial Year ended March 31, 2016. The Section 204 of the Companies Act, 2013 inter-alia requires every The report on Corporate Governance as stipulated under the SEBI
dividend payout is subject to approval of members at the ensuing listed company to annex with its Board’s Report, a Secretarial Audit (Listing Obligations and Disclosure Requirements) Regulations,
PERFORMANCE OF THE COMPANY Annual General Meeting. The dividend will be paid to members Report given by a Company Secretaries in practice, in the prescribed 2015, forms an integral part of this Report. The requisite certificate
During the year under review, your Company has achieved sales whose names appear in the Register of Members as on May 30, form. from the Auditors of the Company confirming compliance with the
of H94,605.88 Lacs representing a steadfast growth of 56.97% over 2016 and in respect of shares held in dematerialised form, it will be conditions of Corporate Governance is attached to the report on
the previous year of H60,269.97 Lacs. Net Profit from operations The Board of Directors appointed M/s. Arpan Sengupta & Associates,
paid to members whose names are furnished by National Securities Corporate Governance.
at H2,485.96 Lacs registered a robust growth of 58.54% over the Practicing Company Secretary, as Secretarial Auditor to conduct
Depository Limited and Central Depository Services (India) Limited,
previous year of H1,568.00 Lacs. Secretarial Audit of the Company for Financial Year 2015-16 and BOARD MEETINGS
as beneficial owners as on that date.
their report is annexed to this Board Report as Annexure – 2. A calendar of Meetings is prepared and circulated in advance to
OUTLOOK
DIRECTORS The Secretarial Audit Report does not contain any qualification, the Directors. The Board met 19 times during the year, the details of
The details about prospects/ outlook of your Company are provided
As per the provisions of the Companies Act, 2013, Mr. Subrata reservation, adverse remark or disclaimer. which are given in the Corporate Governance Report that forms part
under the Management Discussion and Analysis Report, forming
Basu retires by rotation at the ensuing AGM and being eligible of this Annual Report. The intervening gap between the Meetings
part of this Annual Report. PARTICULARS OF EMPLOYEES
offers himself for re-appointment. The Board recommends the re- was within the period prescribed under the Companies Act, 2013
appointment of Mr. Subrata Basu as Director & Mr. Abhijit Datta, who The information required pursuant to Section 197 read with rule 5
CONSOLIDATED FINANCIAL STATEMENT and the SEBI (Listing Obligations and Disclosure Requirements)
was appointed as Additional Director (Independent) on 09.02.2016 of the Companies (Appointment and Remuneration of Managerial
In accordance with the Accounting Standard (AS) 21 on Consolidated Regulations, 2015,
to be appointed/regularised as Director (Independent) in the Personnel) Rules, 2014 in respect of employees of the Company, is
Financial Statements, the Audited Consolidated Financial Statement
ensuing AGM of the Company. provided as Annexure – 3.
is provided in the Annual Report.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
28 29
BOARD COMMITTEES security policy and personal accident coverage for lives of all INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Committees. The evaluation process considered the effectiveness
The Company has set up the following committees of the Board. employees. The Company has a well-placed, proper, adequate and documented of the Board and the Committees with special emphasis on the
A. Audit Committee internal control system commensurate with the size and nature of performance and functioning of the Board and the Committees.
A detailed note on the risks is included in the Corporate Governance
B. Nomination and Remuneration Committee its business. The primary objective of the internal control system The evaluation of the Directors were based on the time spent by
Report.
C. Stakeholders’ Relationship Committee is to ensure that all its assets are safeguarded and protected and each of the Board Members.
D. Corporate Social Responsibility Committee MANAGEMENT DISCUSSION AND ANALYSIS to prevent any revenue leakage and losses to the Company. Such
DIRECTORS’ RESPONSIBILITY STATEMENT
E. Risk Management Committee The Report on Management Discussion and Analysis as stipulated controls also enable reliable financial reporting. The report on
In terms of Section 134(3) (C ) & (5) of the Companies Act, 2013, the
F. General Committee of Directors under the SEBI (Listing Obligations and Disclosure Requirements) Internal Control Systems and their adequacy is forming part of
Directors would like to state that:
The composition of each of the above committees, and their Regulations, 2015, forms an integral part of this Report. The requisite Management & Discussion Analysis Report.
respective roles and responsibilities are detailed in the Corporate certificate from the Auditors of the Company confirming compliance I. In the preparation of the Annual Accounts, the applicable
HUMAN RESOURCES:
Governance Report. with the conditions of Corporate Governance are attached to the accounting standards have been followed.
Your Company treats its “Human Resources” as one of its most
Report on Corporate Governance. II. The Directors have selected such accounting policies and
NOMINATION, REMUNERATION AND EVALUATION POLICY important assets. Your Company continuously invests in attraction,
applied them consistently and made judgments and estimates
In accordance with the provisions of Section 178 of the Companies DEPOSITORY SYSTEM retention and development of talent on an ongoing basis. A
that were reasonable and prudent so as to give a true and fair
Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations The trading in the Equity Shares of your Company are under number of programs that provide focussed people attention are
view of the state of affairs of the Company at the end of the
and Disclosure Requirements) Regulations, 2015, the Board of compulsory dematerialisation mode. As on 31.03.2016 Equity currently underway. Your Company’s thrust is on the promotion of
Financial Year and of the Profit or Loss of the Company for the
Directors in its Meeting held on 17th October, 2015 has, on the Shares representing 71.00% of the Equity Share Capital are in talent internally through job rotation and job enlargement.
year under review.
recommendation of Nomination and Remuneration Committee, dematerialised form. As the depositary system offers numerous
INDUSTRIAL RELATIONS: III. The Directors have taken proper and sufficient care for the
adopted the Nomination, Remuneration and Evaluation Policy of advantages, Members are requested to take advantages of the same
During the year under review, your Company enjoyed cordial maintenance of adequate accounting records in accordance
the Company which is laid down in the Corporate Governance and avail of facility of dematerialisation of the Company’s Shares.
relationship with its workers and employees at all levels. with the provisions of this Act for safeguarding the assets of the
Report.
FIXED DEPOSITS Company and for preventing and detecting fraud and other
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company has not accepted any deposits within the meaning irregularities.
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
Corporate Social Responsibility is commitment of Company to of Section 73 of the Companies Act, 2013 and the Companies
2013: As per Section 134(CA) of the Companies Amendment Act,
improve the quality of life of the work force and their families and (Acceptance of Deposits) Rules, 2014.
The Company is committed to provide a healthy environment to 2015 duly notified on 26th May 2015, no fraud was reported by
also the community and society at large. The Company believes
CREDIT RATING all its employees and has zero tolerance for sexual harassment at Auditor’s under Sub-Section (12) of Section 143.
in undertaking business in such a way that it leads to overall
SMERA, a reputed agency has assigned Credit Rating “SMERA BBB workplace. The Company has in place an Anti-Sexual Harassment IV. The Directors have prepared the Annual Accounts on a going
development of all stakeholders and Society. Report on Corporate
(Stable)” for short-term instrument of the Company. Policy in line with the requirements of the Sexual Harassment concern basis.
Social Responsibility is annexed herewith as Annexure – 7.
of Women at Workplace (Prevention, Prohibition and Redressal V. The Directors have laid down internal financial controls to
Information on the composition of the Corporate Social Responsibility During the year Dun & Bradstreet has assigned a Rating of “D&B-4A2”
Act), 2013. Internal Complaints Committee (ICC) has been set up be followed by the Company and that such internal financial
(CSR) Committee is provided in the Corporate Governance Report to redress complaints received regarding sexual harassment. All
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: controls are adequate and were operating effectively.
that forms part of this Annual Report. Furthermore, as required by employees (permanent, temporary, trainees) are covered under this
The Company has not given any loans, guarantees or investments VI. The Directors had devised proper system to ensure compliance
Section 135 of the Act, and the Rules made thereunder, additional policy.
covered under the provisions of Section 186 of the Companies with the provisions of all applicable laws and that such system
information on the policy and implementation of CSR activities
Act, 2013. There was no case reported during the year under review under the were adequate and operating effectively.
by your Company during the year are provided in Corporate
said policy.
Governance Report to this Report. WHISTLE BLOWER /VIGIL MECHANISM ACKNOWLEDGEMENTS
In accordance with the provisions of Section 177(9) of the TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND Your Directors would like to acknowledge and place on record
RISK MANAGEMENT POLICY
Companies Act, 2013 read with Rule 7 of the Companies (Meetings PROTECTION FUND their sincere appreciation of all stakeholders - shareholders, bankers
The Company has a Risk Management Policy which has been
of Board and its Powers) Rules, 2014 and the SEBI (Listing Obligations Your Company did not have any funds lying unpaid or unclaimed dealers, vendors and other business partners for the excellent
adopted by the Board of Directors. Currently, the Company’s risk
and Disclosure Requirements) Regulations, 2015, the Company has for a period of seven years. Therefore there were no funds which support received from them during the year under review. Your
management approach comprises of the following:
adopted a Whistle Blower Policy to provide a mechanism to its were required to be transferred to Investor Education and Protection Directors recognise and appreciate the efforts and hard work of all
Regulatory Risk directors, employees and other stakeholders to raise concerns about Fund (IEPF). the employees of the Company and their continued contribution
Strategic Risk any violation of legal or regulatory requirements, misrepresentation to its progress.
Concentration Risk of any financial statement and to report actual or suspected fraud or BOARD EVALUATION CRITERIA
For and on behalf of the Board of Directors
violation of the Code of Conduct of the Company. The Policy allows Pursuant to the section 134 (P) of Companies Act, 2013 read with
The risks have been prioritised through a company wide exercise.
the whistle-blowers to have direct access to the Chairman of the Rule 8 (4) of Companies Accounts Rule, 2014 and the SEBI (Listing Sd/-
Members of Senior Management have undertaken the ownership
Audit Committee in exceptional circumstances and also protects Obligations and Disclosure Requirements) Regulations, 2015, the Monoranjan Roy
and are continuously working on mitigating the same through co-
them from any kind of discrimination or harassment. Board has carried out an annual performance evaluation of its Place: Kolkata, Chairman & Managing Director
ordination among the various departments, insurance coverage,
own performance, the Directors individually, as well as the Board Date: 28.04.2016 (DIN: 02275811)
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
30 31
Annexure – 1 Annexure – 2
FORM AOC-1 SECRETARIAL AUDIT REPORT FOR THE
[PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF FINANCIAL YEAR ENDED MARCH 31, 2016
COMPANIES (ACCOUNTS) RULES, 2014]
[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, READ WITH
ASSOCIATE COMPANIES/JOINT VENTURES
THE GUIDANCE NOTE ON SECRETARIAL AUDIT (RELEASE – 1.2) OF THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA]
To,
Part “A”: Subsidiaries
The Members,
(Information in respect of each subsidiary to be presented with amounts in Lacs)
Pincon Spirit Limited
Sl. No 1 2 3 7, Red Cross Place
Name of the Subsidiary Paul Distributors Priya Laboratories Yours Laboratories “Wellesley House” 3rd Floor,
Kolkata – 700 001
Private Limited Private Limited Private Limited
Financial Year Ended 31.03.2016 31.03.2016 31.03.2016 We have conducted the Secretarial Audit of the compliance has proper Board-processes and compliance-mechanism in place
Currency INR INR INR of applicable statutory provisions and the adherence to the extent, in the manner and subject to the reporting made
Share Capital 100.00 243.78 16.00 to good corporate practices by Pincon Spirit Limited hereinafter:
(CIN L67120WB1978PLC031561) (hereinafter called“the Company”).
Reserves & Surplus 1,208.04 (137.83) 40.26 We have examined the books, papers, minute books, forms and
Secretarial Audit was conducted in a manner that provided us a
Total Assets 1,913.40 233.74 141.05 returns filed and other records maintained by the Company for the
reasonable basis for evaluating the corporate conducts/statutory
Total Liabilities 605.35 127.79 84.78 period from 1st April, 2015 to 31st March, 2016 according to the
compliances and expressing our opinion thereon.
provisions of:
Investments - - -
Turnover 3543.13 323.60 322.71 Management’s Responsibility for Secretarial (i) The Companies Act, 2013 (the Act) and the Rules made
Profit Before Taxation 77.31 64.50 38.08 Compliances thereunder;
Provision For Taxation 23.89 50.39 11.77 The Company’s Management is responsible for preparation and
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
maintenance of secretarial records and for devising systems to
Profit After Taxation 53.42 14.10 26.31 Rules made thereunder;
ensure compliances with the provisions of applicable Laws and
Proposed Dividend - - - (iii) The Depositories Act, 1996 and the Regulations and Bye-laws
Regulations.
% of Shareholding 55.00% 62.50% 100.00% framed thereunder;
Auditor’s Responsibility
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Our responsibility is to express an opinion on the secretarial records,
Part “B”: Associates and Joint Ventures standard and procedures followed by the Company with respect to
Regulations made thereunder to the extent of Foreign Direct
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures Investment (Not applicable to the Company during the Audit
secretarial compliances.
Period), Overseas Direct Investment and External Commercial
This part is not applicable to the company as there is no associate or Joint Venture Company We believe that, Audit evidence and information obtained from the Borrowings (Not applicable to the Company during the Audit
Company’s Management is adequate and appropriate to provide a Period);
basis for our opinion.
(v) The following Regulations and Guidelines prescribed under the
Based on our verification of the Company’s books, papers, minute Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
books, forms and returns filed and other records maintained by
a) The Securities and Exchange Board of India (Substantial
For and on behalf of the Board of Directors Pincon Spirit Limited and also the information provided by the
Acquisition of Shares and Takeovers) Regulations, 2011;
Company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, we hereby report that in our b) The Securities and Exchange Board of India (Prohibition of
Sd/-
opinion, the Company has, during the Audit Period from 1st April, Insider Trading) Regulations, 1992;
Monoranjan Roy
2015 to 31st March, 2016 (“the Reporting Period”) complied with the c) The Securities and Exchange Board of India (Issue of Capital and
Place: Kolkata, Chairman & Managing Director
statutory provisions listed hereunder and also that, the Company Disclosure Requirements) Regulations, 2009;
Date: 28.04.2016 (DIN: 02275811)
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
32 33
d) The Securities and Exchange Board of India (Employee Stock Adequate notice is given to all directors to schedule the
Option Scheme and Employee Stock Purchase Scheme) Board Meetings, agenda and detailed notes on agenda were sent Annexure – A
Guidelines, 1999 and The Securities and Exchange Board adequately in advance, and a system exists for seeking and obtaining
of India (Share Based Employee Benefits) Regulations, 2014 further information and clarifications on the agenda items before
notified on October 28, 2014; the meeting and for meaningful participation at the meeting.
Annexure to the Secretarial Audit Report of M/s. Pincon Spirit Limited
e) The Securities and Exchange Board of India (Issue and Listing Majority decision is carried through while the dissenting members’
of Debt Securities) Regulations, 2008 (Not applicable to the views are captured and recorded as part of the minutes. for the Financial Year ended 31st March, 2016
Company during the Audit Period);

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


We further report that there are adequate systems and
processes in the Company commensurate with the size and
Issue and Share Transfer Agents) Regulations, 1993 regarding To,
operations of the Company to monitor and ensure compliance
the Companies Act and dealing with client; The Members,
with applicable laws, Rules, Regulations and Guidelines.
Pincon Spirit Limited
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to the Company
We further report that during the Audit Period: 7, Red Cross Place
The Company has passed following special resolutions which are “Wellesley House” 3rd Floor,
during the Audit Period);
having major bearing on the Company’s affairs in pursuance of Kolkata – 700 001
h) The Securities and Exchange Board of India (Buyback of the above referred Laws, Rules, Regulations, Guidelines, Standards,
Securities) Regulations, 1998 (Not applicable to the Company etc.: Our Secretarial Audit Report for the Financial Year ended 31st March, the board and by various committees of the Company during
during the Audit Period); and i. Issue of Secured, Rated, Listed, Non-Convertible, Cumulative, 2016 of even date is to be read along with this letter. the period under review. We have checked the board process
i) The SEBI (Listing Obligations and Disclosure Requirements) Redeemable, Taxable Debentures; and compliance management system to understand and to
1. Maintenance of secretarial record is the responsibility of the
ii. Increase in borrowing limits under Section 180(1) (c) of the form an opinion as to whether there is an adequate system
Regulations, 2015, management of the Company. Our responsibility is to express
Companies Act, 2013; of seeking approval of respective committees of the board, of
an opinion on existence of adequate board process and
We, based on the representation made by the Company and its the members of the Company and of other authorities as per
iii. Sell, lease or dispose off whole or substantially the whole of compliance management system, commensurate to the size
officers for systems and mechanism framed by the Company for the provisions of various statutes as referred in the aforesaid
the undertaking under Section 180(1) (a) of the Companies Act, of the company, based on these secretarial records as shown
compliances under other applicable Acts, Laws and Regulations to Secretarial Audit Report.
2013; to us during the said audit and also based on the information
the Company, further report that, the Company has complied
iv. Increase of Authorised Capital of the Company; furnished to us by the officers and agents of the Company 4. Where ever required, we have obtained the management
with the following laws applicable specifically to the Company:
v. Change Clause V of the Memorandum of Association of the during the said audit. representation about the compliance of laws, rules and
We are of the opinion that the management has complied with the Company; regulations and happening of events etc.
2. We have followed the audit practices and processes as were
following laws specifically applicable to the Company:
vi. Acceptance of Deposits from Members and Public; appropriate, to the best of our understanding, to obtain 5. The compliance of the provisions of corporate and other
1. The Trade Marks Act, 1999;
vii. Issuance of Bonus Shares by capitalization of Reserves / reasonable assurance about the correctness of the contents of applicable laws, rules, regulations, standards is the responsibility
2. Food Safety and Standards Act, 2006; Securities Premium Account; the secretarial records. The verification was done on test basis of management. Our examination was limited to the verification
3. West Bengal Excise Act, 1949. viii. Changes in Articles of Association of the Company; to ensure that correct facts are reflected in secretarial records. of compliance procedures on test basis.
We have also examined compliance with the applicable clauses of ix. Approval of Material Related Party Transactions; We believe that the processes and practices, we followed,
6. The Secretarial Audit Report is neither an assurance as to
the following: x. Preferential Issue of Equity Shares; and provide a reasonable basis for our opinion.
the future viability of the Company nor of the efficiency or
i. Secretarial Standards issued by The Institute of Company xi. Preferential Issue of Equity Share Warrants. 3. We have not verified the correctness, appropriateness and bases effectiveness or accuracy with which the management has
Secretaries of India. of financial records, books of accounts and decisions taken by conducted the affairs of the Company.
ii. The Listing Agreements entered into by the Company with Disclosure
Stock Exchanges. This Report is to be read with our letter of even date which is
During the period under review the Company has complied with annexed as Annexure A and forms an integral part of this Report.
the provisions of the Act, Rules, Regulations, Guidelines, Standards, For Arpan Sengupta and Associates
etc. mentioned above. For Arpan Sengupta and Associates
Sd/-
We further report that CS Arpan Sengupta
The Board of Directors of the Company is duly constituted with Sd/-
Proprietor
proper balance of Executive Directors, Non-Executive Directors CS Arpan Sengupta
Place: Kolkata, Membership No.: ACS 37706
and Independent Directors. The changes in the composition of the Proprietor
Date: 28.04.2016 C.P. No.: 14416
Board of Directors that took place during the period under review Place: Kolkata, Membership No.: ACS 37706
were carried out in compliance with the provisions of the Act. Date: 28.04.2016 C.P. No.: 14416
Annual
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34 35
Annexure – 3 VI. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current Financial Year and
previous Financial Year and percentage increase or decrease in the market quotations of the shares of the Company in comparison
to the rate at which the Company came out with the last public offer in case of listed companies:

PARTICULARS OF EMPLOYEES Particulars 31st March, 2016 31st March, 2015 % Change
Closing Price (BSE) in H 121.50 54.78 121.82
[STATEMENT OF DISCLOSURE OF REMUNERATION PURSUANT TO SECTION 197 OF THE Market Capitalization (HIn million) 243.52 109.79 121.82
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND Price earnings Ratio 10.29 3.50 193.94
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]
Particulars 31st March, 2016 Last % Change
Market price (H) 121.50 10.00* 1115.00
*The Company come out with Initial Public Offer (IPO) in 1978 at H10/- per share.
I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year
VII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial
2015-2016 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there
Secretary or Manager, if any, in the Financial Year 2015-16:
are any exceptional circumstances for increase in the managerial remuneration:
Sl. No Name Designation Ratio of Remunera- Percentage Increase During the Financial Year 2015-16, average percentile increase already made in the salaries of employees other than the managerial
tion of each Director in personnel was 14.21% which in view of the robust growth made by the Company during the Financial Year 2015-16, there was an increase
to median remuner- Remuneration in the managerial remuneration under Section 197 of the Companies Act, 2013. The nominal increments were given to employees other
ation of Employee than the managerial personnel during the Financial Year 2015-16 to provide for increased cost of living/ inflation in accordance with the
1 Mr. Monoranjan Roy Chairman & Managing Director 12.06:1 - Remuneration Policy of the Company.
2 Mr. Arup Thakur Executive Director & CFO 7.13:1 16.12%
3 Mr. Subrata Basu Executive Director 7.13:1 20.00% VIII. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
4 Mr. JBS Negi Non-Executive Director - - The comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company for the Financial
Year 2015-16 are as follows:
5 Ms. Mou Roy Non-Executive Director - -
6 Mr. Abhijit Datta Non-Executive Director - - Name of KMP Designation % of Revenue % of EBITDA
7 Mr. Aditya Karwa Company Secretary 1.64:1 0.00% Mr. Monoranjan Roy Chairman & Managing Director 0.03% 0.53%
II. The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees Mr. Arup Thakur Executive Director & CFO 0.02% 0.32%
in the Financial Year 2015-16 has increased by 14.33% as compared to the previous year. Mr. Subrata Basu Executive Director 0.02% 0.32%

III. The number of permanent employees on the rolls of Company: Mr. Aditya Karwa Company Secretary 0.004% 0.07%
As on March 31, 2016, 104 permanent employees were on the rolls of the Company.
IX. The key parameters for any variable component of remuneration availed by the Directors:
IV. The explanation on the relationship between average increase in remuneration and Company’s performance: During the Financial Year 2015-16, no variable component of remuneration has been availed by the Directors of the Company.
Average increase in the remuneration of employees during the Financial Year 2015-16 was 14.33 %. In view of the robust growth
X. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration
performance of the Company during the year, increased increments are justified as given to employees.
in excess of the highest paid Director during the year:
V. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: During the Financial Year 2015-16, no employee has received remuneration in excess of the highest paid Director of the Company.
The comparison of remuneration of the Key Managerial Personnel against the performance of the Company for the Financial Year 2015-
XI. Affirmation that the remuneration is as per the remuneration policy of the Company:
16 is as follows:
It is hereby affirmed that the remuneration paid during the Financial Year 2015-16 is as per the Remuneration Policy of the Company.
Aggregate remuneration of KMPs in FY 2015-16 (Hin Lacs) 70.08
Revenue (Hin Lacs) 94,605.88 For and on behalf of the Board of Directors
Remuneration of KMPs (as % of revenue) 0.07
Earnings before interest, depreciation and amortization and tax [EBITDA] (Hin Lacs) 5,610.41
Sd/-
Remuneration of KMPs (as % of EBITDA) 1.25
Monoranjan Roy
Place: Kolkata, Chairman & Managing Director
Date: 28.04.2016 (DIN: 02275811)
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36 37
Annexure – 4 Annexure – 5
PARTICULARS OF ENERGY CONSERVATION, FORM NO. AOC -2
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2)
AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014
OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. CONSERVATION OF ENERGY:
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1)
a) Energy conservation measures taken: -Nil-
of Section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.
b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy: -Nil-
c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the - N.A.- 1. Details of contracts or arrangements or transactions not at Arm’s length basis.
cost of production of goods: Sl. No Particulars Details
d) Total energy consumption and energy consumption per unit of production as per Form A is given below: - N.A.- a) Name (s) of the related party & nature of relationship Nil
b) Nature of contracts/arrangements/transactions Nil
B. TECHNOLOGY ABSORPTION:
Form for disclosure of particulars with respect to absorption c) Duration of the contracts/arrangements/transactions Nil
A. RESEARCH AND DEVELOPMENT (R&D): d) Salient terms of the contracts or arrangements or transactions including the value, if any Nil

1. Specific areas in which R & D carried out by the Company N.A e) Justification for entering into such contracts or arrangements or transactions Nil
2. Benefits derived as a result of the above R & D. N.A f) Date of approval by the Board Nil
3. Future plan of action N.A g) Amount paid as advances, if any Nil
4. Expenditure on R & D N.A h) Date on which the special resolution was passed in General Meeting as required under first proviso Nil
to section 188
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
1 Efforts, in brief, made towards technology absorption, adaptation and innovation N.A 2. Details of contracts or arrangements or transactions at Arm’s length basis.
2. Benefits derived as a result of the above efforts, e.g. Product development, import substitution, etc. N.A Sl. No Particulars Details Details
3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the Financial Year), N.A a) Name (s) of the related party & nature of relationship Priya Laboratories Pvt. Ltd. Yours Laboratories Pvt. Ltd.
following information may be furnished: (Subsidiary Company) (Subsidiary Company)
a) Technology imported N.A b) Nature of contracts/arrangements/transaction Conversion Charges Conversion Charges
b) Year of import N.A c) Duration of the contracts/arrangements/transaction Nil Nil
c) Has Technology been fully absorbed N.A d) Salient terms of the contracts or arrangements or transactions Nil Nil
d) If not fully absorbed, area where this has not taken place reasons there for and future plans of action N.A including the value, if any
e) Date of approval by the Board 22.04.2015 22.04.2015
C FOREIGN EXCHANGE EARNINGS AND OUTGO:
f) Amount paid as advances, if any Nil Nil
a) Activities relating to exports; initiatives taken to increase exports; development of new
export markets for products and services and export plans
b) Total foreign exchange used and earned: (H In Lacs)
For and on behalf of the Board of Directors
April 1, 2015 to April 1, 2014 to
March 31, 2016 March 31, 2015
(i) Foreign Exchange earned 9.97 N.A Sd/-
(ii) Foreign Exchange used 13.72 N.A Monoranjan Roy
Place: Kolkata, Chairman & Managing Director
For and on behalf of the Board of Directors Date: 28.04.2016 (DIN: 02275811)

Sd/-
Monoranjan Roy
Place: Kolkata, Chairman & Managing Director
Date: 28.04.2016 (DIN: 02275811)
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38 39
Annexure – 6 IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as Percentage of Total Equity)

FORM NO. MGT-9 i) Category-wise Share Holding


Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
EXTRACT OF ANNUAL RETURN Demat
[As on 1-April-2015]
Physical Total % of Total Demat
[As on 31-March-2016]
Physical Total % of Total
during the
year
As on the Financial Year ended on March 31, 2016 Shares Shares
A. Promoters’
[PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANIES 1. Indian
a) Individual/ HUF - - - - - - - - -
(MANAGEMENT AND ADMINISTRATION) RULES, 2014] b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
I. REGISTRATION AND OTHER DETAILS d) Bodies Corp. - - - - - - - - -
i. CIN L67120WB1978PLC031561 e) Banks / FI - - - - - - - - -
f ) Any other - - - - - - - - -
ii. Registration Date 29-06-1978 Sub-Total (A) (1) - - - - - - - - -
iii. Name of the Company PINCON SPIRIT LIMITED 2. Foreign
a) NRIs - Individuals - - - - - - - - -
iv. Category/ Sub-Category of the Company Public Company Limited by Shares /Indian Non-Government Companies
b) Others - Individuals - - - - - - - - -
v. Address of the Registered office and Contact details 7, Red Cross Place, c) Bodies Corp. - - - - - - - - -
“Wellesley House” 3rd Floor, Kolkata – 700 001 d) Banks / FI - - - - - - - - -
Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690 e) Any other - - - - - - - - -
E-mail: pinconspiritlimited@gmail.com Sub-Total (A) (2) - - - - - - - - -
Website: www.pinconspirit.in Total Shareholding of Promoters - - - - - - - - -
(A)=(A)(1)+(A)(2)
vi. Whether Listed Company Yes B. Public Shareholding
vii. Name, Address and Contact details of Registrar and Transfer S. K. INFOSOLUTIONS PVT. LTD 1. Institutions
Agent, If any 34/1A Sudhir Chatterjee Street, Kolkata- 700 006 a)Mutual Funds - - - - - - - - -
Phones : 033-2219-4815 & 033-2219-6797 b) Venture Capital Funds - - - - - - - - -
Fax : 033-2219-4815 c) Alternate Investment Funds - - - - - - - - -
d) Foreign Venture Capital Investors - - - - - - - - -
Email : skcdilip@gmail.com, contact@skcinfo.com,
e) Foreign Portfolio Investors - - - - 174,239 - 174,239 0.83 0.83
URL : www.skcinfo.com
f )Financial Institutions/ Banks - - - - - - - - -
g) Insurance Companies - - - - - - - - -
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY h) Provident Funds/ Pension Funds - - - - - - - - -
i) Any Other (specify) - - - - - - - - -
Sl. No Name and Description of Main Products/ Services NIC Code of the % to total Turnover
Sub-total (B)(1):- - - - - 174,239 - 174,239 0.83 0.83
Product/Service of the Company 2. Non-Institutions
1. Wholesale of intoxicants like wines and liquors 46308 30.37 a) Bodies Corp.
i) Indian 1,991,366 2,753,600 4,744,966 47.35 2,805,739 4325500 7,131,239 33.89 (13.46)
2. Refining & Packaging of Edible Oils (FMCG) 10401, 10402 29.70
ii) Overseas - - - -
3. Blending & Bottling of Indian Made Foreign Liquor 11011 26.95 b) Individuals - - - -
i) Individual shareholders holding nominal 597,006 141,000 738,006 7.36 4,743,081 225,813 4,968,894 23.61 16.25
4. Blending & Bottling of Indian Made Indian Liquor 11012 12.97
share capital upto H2 lakh
ii) Individual shareholders holding 883,806 372,500 1,498,853 14.96 705,106 551,200 1,256,306 5.97 (8.99)
nominal share capital in excess of H2 lakh
III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES
c) Others (specify): Director 2 2,993,393 - 2,993,393 29.87 5,986,786 1,000,000 6,986,786 33.20 3.33
Sl. No Name and CIN/GLN Holding/ Subsidiary % of Shares Application i) Non Resident Indians 37.00 - 37 0.00 195,494 195,494 0.93 0.93
Address of the Company Associate held Section ii) Overseas Corporate Bodies - - - - - - - - -
1 Priya Laboratories Pvt. Ltd. U24246WB2003PTC097219 Subsidiary 62.50% 2(87) iii) Foreign Nationals - - - - - - - - -
“Wellesley House” iv) Clearing Members 46,245 - 46,245 0.46 330,042 - 330,042 1.57 1.11
v) Trusts - - - - - - - - -
7, Red Cross Place, 3rd Floor
vi) Foreign Bodies - D R - - - - - - - - -
Kolkata – 700 001
Sub-total (B)(2):- 6,754,400 3,267,100 10,021,500 100.00 14,766,248 6,102,513 20,868,761 99.17 (0.83)
2 Yours Laboratories Pvt. Ltd. U24231WB2005PTC106783 Subsidiary 100.00% 2(87) Total Public Shareholding (B)=(B)(1)+ 6,754,400 3,267,100 10,021,500 100.00 14,940,487 6,102,513 21,043,000 100.00 (0.00)
28T, Ramakrishna Samadhi Road (B)(2)
Kolkata – 700 054 C. Shares held by Custodian for GDRs - - - - - - - - -
& ADRs
3 Paul Distributors Pvt. Ltd. U51109WB1995PTC072426 Subsidiary 55.00% 2(87)
Grand Total (A+B+C)1 6,754,400 3,267,100 10,021,500 100.00 14,940,487 6,102,513 21,043,000 100.00 (0.00)
247/C Raipur Road,
Note:
Bagha Jatin Street,
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
Kolkata-700092 2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotted made on 30.03.2016.
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40 41
ii) Shareholding of Promoters v) Shareholding of Directors and Key Managerial Personnel
Sr. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in Sl. No For Each of the Top Shareholding at the Increase/Decrease in shareholding during the year Cumulative Shareholding
shareholding Shareholders beginning of the year at the end of the year
No. of Shares % of total %of Shares No. of Shares % of total %of Shares during the i.e. on April 01, 2015 i.e. on March 31, 2016
Shares of the Pledged / Shares of the Pledged / year
Company encumbered Company encumbered No. of % of total 01/04/2015 to 01/07/2015 01/10/2015 01/01/2016 No. of % of total
to total to total Shares Shares 30/06/2015 to to to Shares Shares
shares shares of the 30/09/2015 31/12/2015 31/03/2016 of the
Company Company
- - - - - - -
1. Monoranjan Roy 2993393 29.87 - - 29933931 10000002 6986786 33.20
(Chairman & Managing
Director)
iii) Change in Promoters’ Shareholding (Please specify, if there is no change) Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
Shareholding at the beginning of Cumulative Shareholding during
2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotment made on 30.03.2016.
the year the year

Sl. No. Particulars No. of shares % of total No. of Shares % of total


shares of the shares of the
company company at the
end of year V. INDEBTEDNESS
At the beginning of the year - - - - Indebtedness of the Company including interest outstanding/accrued but not due for payment
Hin Lacs
Date wise Increase / Decrease in Promoters Shareholding during the year N.A.
specifying the reasons for increase / decrease (e.g. allotment /transfer / PARTICULARS Secured Loans Unsecured Deposits Total
bonus/ sweat equity etc.) excluding deposits Loans Indebtedness
At the end of the year - - - -
Indebtedness at the beginning of the Financial Year
i) Principal Amount 920,788,668.00 600,000,000.00 - 1,520,788,668.00
iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) ii) Interest due but not paid - - - -

Shareholding at the Cumulative Shareholding iii) Interest accrued but not due - - - -
beginning of the year at the end of the year Total (i+ii+iii) 920,788,668.00 600,000,000.00 - 1,520,788,668.00
i.e. on April 01, 2015 i.e. on March 31, 2016
Sl. No. For Each of the Top Shareholders Change in Indebtedness during the Financial Year 600,000,000.00 - 1,520,788,668.00
No. of shares % of total No. of shares % of total
Shares Shares * Net Change 998,917,544.00 17,500,000.00 1,016,417,544.00
of the Company of the Company
Indebtedness at the end of the Financial Year
1 Jaibishwambhar Traders Private Limited # - - 1,000,000 4.75
2 Omshaktidev Realestate Private Limited # - - 900,000 4.28 i) Principal Amount 1,919,706,212.00 617,500,000.00 2,537,206,212.00

3 Shivmani Projects Private Limited # - - 900,000 4.28 ii) Interest due but not paid - - - -
4 Youthvision Commodities Private Limited # - - 777,890 3.70 iii) Interest accrued but not due - - - -
5 Coinage Tradecomm Private Ltd # - - 760,000 3.61 Total (i+ii+iii) 1,919,706,212.00 617,500,000.00 - 2,537,206,212.00
6 Ajay Tiwari $ 122,700 1.22 245,400 1.17
Note:
7 Rajasthan Global Securities Private Limited # - 204,416 0.97
1. Conversion of Unsecured Loan of Mr. Monoranjan Roy into Equity Shares on preferential basis as approved by the Shareholders on 22.03.2016 in the EGM
8 Kemnay Investment Fund Ltd # - - 174,239 0.83
& allotment of same on 30.03.2016
9 VLS Finance Ltd # - - 166,200 0.79
10 JIT Software Solution (P) Ltd. $ 75,000 0.75 150,000 0.71
11 Hari Singh @ 199,790 1.99 88,000 0.42
12 Anushri Textiles Pvt Ltd @ 1,090,998 10.89 34,920 0.17
13 Gomti Commercial Pvt Ltd @ 230,000 2.30 30,000 0.14
14 Anima Credit & Investments Pvt Ltd* 500,000 4.99 - -
15 Accent Commerce Pvt Ltd* 450,000 4.49 - -
16 Cuckoo Merchandise Pvt Ltd* 450,000 4.49 - -
17 Graceful Advisory Services Pvt Ltd* 380,000 3.79 - -
18 Profitus Commodities Pvt Ltd* 190,000 1.90 - -
19 Dipankar Basu* 190,000 1.90 - -
20 Bam Basuki & Investments Pvt Ltd* 168,100 1.68 - -
Note:
# New members purchased during the year
*Sold out fully by the members during the members
$ Change in no of share due to allotment of bonus share
@ Change in their holding positions due to sale by those shareholders.
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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL VII. PENALTIES/PUNISHMENT/COMPOUNDING OF THE OFFENCES
A. Remuneration to Managing Director, Whole-time Directors and/or Manager H in Lacs Type Section of the Brief Details of Penalty Authority Appeal made,
Companies Act Description / Punishment/Compounding [RD / NCLT/ COURT] if any (give Details)
Sl. Particulars of Remuneration Name of MD/WTD/ Manager
fees imposed
No.
Monoranjan Roy Arup Thakur Subrata Basu Total Amount A. COMPANY
Chairman & Managing Executive Director Executive
Director & CFO Director Penalty
Gross salary Punishment
(a) Salary as per provisions contained in 3,000,000.00 1,800,000.00 1,800,000.00 6,600,000.00 Compounding
section 17(1) of the Income-tax Act, 1961
B. DIRECTORS
1 There were no penalties/punishment/compounding of offences for
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil
Penalty breach of any section of the Companies Act against the Company or its Directors or other
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil Officers in Default during the Financial Year 2015-16.
Punishment
2 Stock Option Nil Nil Nil Nil
Compounding
3 Sweat Equity Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Commission
Penalty
4 - as % of profit Nil Nil Nil Nil
Punishment
- others, specify…
Compounding
5 Others, please specify Nil Nil Nil Nil
Total (A) 3,000,000.00 1,800,000.00 1,800,000.00 6,600,000.00 For and on behalf of the Board of Directors
Ceiling as per the Act H2.49 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the
Companies Act, 2013)
Sd/-
Monoranjan Roy
B. Remuneration to Other Directors and/or Managers Hin Lacs Place: Kolkata, Chairman & Managing Director
Sl. No. Particulars of Remuneration Name of Directors Total Amount
Date: 28.04.2016 (DIN: 02275811)
Kunal Saxena1 Abhijit Datta2 JBS Negi Mou Roy
1 Independent Directors
Fee for attending board & committee meetings 280,000.00 20,000.00 140,000.00 320,000.00 760,000.00
Commission - - - - -
Others, please specify - - - - -
Total (1) 280,000.00 20,000.00 140,000.00 320,000.00 760,000.00
2 Other Non-Executive Directors - - - - -
Fee for attending board committee meetings - - - - -
Commission - - - - -
Others, please specify - - - - -
Total (2) - - - - -
Total (B)=(1+2) 280,000.00 20,000.00 140,000.00 320,000.00 760,000.00
Total Managerial Remuneration (A+B) 7,360,000.00
Overall Ceiling as per the Act H0.249 Crore (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013).

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

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


Sl. No. Particulars of Remuneration Key Managerial Personnel
CS Aditya Karwa Total
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 408,000.00 408,000.00
1
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
3 Commission - -
- as % of profit - -
others, specify… - -
5 Others, please specify - -
Total 408,000.00 408,000.00
Annual
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Annexure – 7
ANNUAL REPORT ON
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
A. Corporate Social Responsibility Initiatives E. Details of CSR spend for the Financial Year 2015-16:
As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has Constituted Corporate Social Responsibility Committee a) Total amount spend for the Financial Year: H20.00 Lacs.
in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR would be implemented in association b) Amount unspent, if any: H13.66 lac.
with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and c) Manner in which the amount spends during the Financial Year 2015-16 is detailed below:
the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant 1 2 3 4 5 6 7 8
aid or other financial assistance to schools, libraries laboratories, research and other institutions of the like nature in India. CSR Policy – As per Sl No CSR project or Sector in which the Projects or Amount outlay Amount spent in Cumulative Amount
recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held on 17th October, 2015. The constitution and activity identified project is covered programmes (budget project or each project or expenditure upto Spent:
1. Local area or programme wise) programme the report period Direct or through
composition of the said Policy can be viewed from Company website. other Direct expenditure implementation
2. State of project Overhead agencies
During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016. 1. Education, Medical • Eradication of Local Project at H33.66 Lacs H20.00 Lacs H20.00 Lacs Through
treatments and any Extreme poverty and Kolkata, Implementing
B. Composition, Name of Members and Chairperson Other charitable
purpose
hunger (Clause (i) of
Schedule VII)
24 - Parganas (N & S)
(West Bengal)
Agency Belaria
Humanity Welfare
The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are as Society
• Eradication of
follows: Malnutrition (Clause
(i) of Schedule VII)
Name of the Directors Category No. of Meetings Held
• Sanitation and
Held Attended making available
safe drinking
Mr. Kunal Saxena1 Chairman (Resigned on 09.02.2016) 2 2 water (Clause (i) of
Mr. JBS Negi Chairman (Appointed on 09.02.2016 ) 2 2 Schedule VII)
Total H33.66 Lacs H20.00 Lacs H20.00 Lacs
Mr. Subrata Basu Member 2 2
* Implementation Agency is Belaria Humanity Welfare Society.
Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0
Note: F. Reason for failure to spend Budgeted Amount
1. Mr. Kunal Saxena, Resigned on 09.02.2016
The shortfall in the budgeted CSR expenditure during the Financial Year 2015-16 relates to certain CSR projects of ongoing nature
C. Average net profit of the Company for last Three Financial Years: undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects.
Average net profit: H1682.92 Lacs
G. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR
D. Prescribed CSR Expenditure (Two percent of the amount as in item C above) Policy, is in compliance with the CSR objectives and Policy of the Company:
The Company is required to spend H33.66 Lacs. The CSR Committee confirms that the implementation and monitoring of the CSR Policy of the Company is in compliance with the CSR
objectives and CSR Policy of the Company.

Sd/- Sd/-
Place: Kolkata JBS Negi Monoranjan Roy
Date: 28.04.2016 Chairperson – CSR Committee Chairman & Managing Director
Annual
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46 47
Board Meeting:
During the year ended March 31, 2016, 18 (Eighteen) Board Meetings held as against the minimum requirement of four meeting. The
maximum time gap between any of the two consecutive meeting did not exceed four months.

The details of Board Meetings are given below:

Report on Corporate Governance Date


22nd April 2015
Board Strength
6
No. of Directors Present
5
21st May 2015 6 6
11th June 2015 6 6
16th June 2015 6 3

The Directors present the Company’s Report on Corporate Governance. 08th July 2015 6 5
06th August 2015 6 6
I. MANDATORY REQUIREMENTS
26th August 2015 6 5
1. COMPANY ‘S PHILOSOPHY ON CORPORATE GOVERNANCE 19th September 2015 6 5
PINCON SPIRIT LIMITED (“PSL”/ “the Company”/“Company”) is committed to implement sound Corporate Governance practices to ensure 29th September 2015 6 5
transparency in its operations and maximize Stakeholders’ value. The Company’s core philosophy on the code of Corporate Governance 12th October 2015 6 5
is to abide by the following practices: 28th October 2015 6 5
Board accountability to the Company and Shareholders 31st October 2015 6 6
Strategic guidance and effective monitoring by the Board 16th November 2015 6 3

Protection of minority interests and rights 15th December 2015 6 5


21st January 2016 6 6
Equitable treatment of all Shareholders
09th February 2016 6 6
2. BOARD OF DIRECTORS 25th February 2016 6 6
The Board of Directors along with its Committees provides leadership and guidance to the Company’s Management and supervises 30th March 2016 6 4
the Company’s performance. As at March 31, 2016 the Board of Directors (“Board”) comprises of 6 (Six) Directors out of which 3 (Three)
Attendance of Directors at the meetings:
Directors are Non-Executive Directors.
The details of the attendance of the Directors at the Board Meetings held during the year ended March 31, 2016 and at the last Annual
The Composition of the Board of Directors is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing
General Meeting (AGM) are given below:
Obligations and Disclosure Requirements) Regulations, 2015.
Name of the Directors Number of Board Meetings Attendance at AGM
The Composition and Category of the Board of Directors is as follows:
Held Attended Held on December 26, 2015
Name of the Directors Designation Category Directorship held in other Mr. Monoranjan Roy 18 18 Yes
companies #
Mr. Arup Thakur 18 18 Yes
Mr. Monoranjan Roy Chairman & Managing Director Executive Director 10
Mr. Subrata Basu 18 18 Yes
Mr. Arup Thakur Executive Director Executive Director & CFO 8
Mr. Kunal Saxena 1
16 14 No
Mr. Subrata Basu Executive Director Executive Director 4
Mr. JBS Negi 18 7 No
Mr. JBS Negi Non-Executive Director Independent Director 2
Ms. Mou Roy 18 16 Yes
Mr. Kunal Saxena 1
Non-Executive Director Independent Director -
Mr. Abhijit Datta 2
3 1 No
Ms. Mou Roy Non-Executive Director Independent Women Director 3
Mr. Abhijit Datta2 Non-Executive Director Independent Director 6 Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
Note: 2. Mr. Abhijit Datta, Appointed on 09.02.2016
1. Mr. Kunal Saxena, Resigned on 09.02.2016
2. Mr. Abhijit Datta, Appointed on 09.02.2016
# Including Private Limited None of the Directors hold Directorship in more than 15 Companies.
Annual
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PROFILE OF BOARD OF DIRECTORS MR. SUBRATA BASU A. AUDIT COMMITTEE
Brief resume of the Directors, nature of their expertise in specific Mr. Subrata Basu (DIN. 06758717) aged about 48 years, Post Graduate Terms of Reference and Composition, Names of Members and Chairman
functional areas and name of Companies in which they hold in Commerce from University of Calcutta has almost two decades The powers of the Audit Committee are as mentioned in Regulation 18 of The Securities and Exchange Board of India (Listing Obligation
directorship and membership of the committees of the Board are of banking experience at senior level in a reputed public sector & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee are wide enough covering the matters specified
furnished hereunder: & private sector bank with experience in processing large value for Audit Committee under The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015.
proposals, corporate finance proposals, supervising & monitoring The Committee acts as a link between the Management, the Statutory and the Internal Auditors on one side and the Board of Directors
MR. MONORANJAN ROY credit administration activities for east, north-east & central zone. of the Company on the other side and oversees the financial reporting process.
Mr. Monoranjan Roy (DIN. 02275811) is Masters in Economics & He also served as VP-Corporate Business Development with reputed
Masters in Business Management. Mr. Monoranjan Roy aged about The Internal Auditors are permanent invitees of the Audit Committee. The Statutory Auditors are also invited to attend the meetings.
Financial Insitution. His diversified experience in Banking & Finance,
41 years is a successful industrialist having business experience of provide immense insight in managing business financial structure During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st
over 18 years. He started his business career at a very tender age. By within laid down prudential norms January 2016.
virtue of his extreme hard work and honest endeavour for achieving
Composition, Name of Member and Chairperson
business goals, he has been able to create a commendable position MR. JAG BAHADHUR SINGH NEGI (INDEPENDENT DIRECTOR)
The composition and attendance of Members at the Meetings of the Audit Committee held during 2015-16 are as follows:
in the business circle. Mr. Roy is having all the traits of being an Mr. Negi is a retired IPS officer. His presence in the Board and his
entrepreneur of big magnitude. He is having the requisite aptitude advice has enabled the Company in expanding business at a fast Name of the Directors Category No. of Meetings Held
for adapting himself in various types of business activities with the pace.
Held Attended
ultimate result being a “successful business venture”. The Group
MS. MOU ROY (INDEPENDENT DIRECTOR) Mr. Kunal Saxena 1
Chairman (Resigned on 09.02.2016) 4 4
headed by Mr. Roy, is a multi crores business conglomerate, having
Ms. Mou Roy is Practicing Advocate in Calcutta High Court. During Mr. JBS Negi Chairman (Appointed on 09.02.2016) 4 4
business forays in to Indian Made Foreign Liquor, FMCG, Real Estates
the course of her profession, she gained vast exposure and Mr. Subrata Basu Member 4 4
& Civil Infrastructure.
knowledge in the field of criminal and civil law, which helped the Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0
Apart from being honoured by the “Excellence Award” as the Company in various compliance related aspects.
Note:
Entrepreneur of the year 2011 by “Institute of Economic Studies”,
MR. ABHIJIT DATTA (INDEPENDENT DIRECTOR) 1. Mr. Kunal Saxena, Resigned on 09.02.2016
he has recently been winner under “Outstanding Entrepreneur
Category”, conferred by 6th Annual Asia Pacific Entrepreneurship Mr. Abhijit Dutta is the retired Deputy Managing Director of State
Awards (APEA) India 2015, Asia’s one of the most prestigious awards. Bank of India. He is a Masters in Economics from the Presidency B. STAKEHOLDERS RELATIONSHIP COMMITTEE
College, Kolkata. During his long service career with the Bank as the The powers of the Stakeholders Relationship Committee are as mentioned in are as mentioned in Regulation 27(1) & (2) of The Securities
MR. ARUP THAKUR Mid Corporate Head, he worked in various specialized segments viz. and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The terms of reference of this Committee
Mr. Arup Thakur, (DIN. 03476120) aged about 52 years, is a Chartered Credit Compliance, Resolving Stressed Assets, Fund Management, are wide enough covering the matters specified for Stakeholders Relationship Committee under the Securities and Exchange Board of
Accountant by profession, with experience of more than 23 years Interacting with International Banks / Agencies / Regulatory India (Listing Obligation & Disclosure Requirements) Regulations, 2015. The Committee oversees the transfer of shares lodged for transfer,
in Accounts, Audit, Finance, Investments. During the course of his Authorities like Federal Reserve Bank, Federal Deposit Insurance transmission, dematerialization/rematerialization, split and stock option allotments and complaints received from shareholders and other
professional career, he gained vast exposure in the field of Bank Corporation. Apart from having worked in very senior position in statutory bodies. The Company’s Registrars and Share Transfer Agents, have adequate infrastructure to process the above mentioned
Audit, Audit of Govt. Undertakings and other sundry audit. He has activities.
overseas posting, in India he also headed segments like Capital
also acquired an in depth exposure in Project Feasibility Study and Markets, Structured Finance, Treasury, etc. Number of Shareholders complaints pending so far.
Project Appraisal. His diversified experience in finance, accounts,
After retirement from SBI, he had been appointed as Chairman of During the year ended March 31, 2016, no complaints were pending for Redressal either at the beginning or at the end of the year
audit and investment management shall help the Company in
Asset Reconstruction Company (India) Limited (ARCIL) and the term During the Financial year ended 31st March, 2016, 4 Meetings were held on 21st May, 2015, 06th August, 2015, 31st October, 2015 & 21st
maintaining the business activity within laid down prudential norms.
ended in 2012 with the largest Asset Recovery reconstruction in the January 2016.
He is entrusted with the responsibility of taking overall finance and
Country.
investment decisions of the company. Composition, Name of Member and Chairperson
The composition and attendance of Members at the Meetings of the Stakeholders Relationship Committee held during 2015-16 are as
follows:
3. BOARD COMMITTEES:
The Company currently has the following committees of the Board:
Name of the Directors Category No. of Meetings Held
A. AUDIT COMMITTEE
Held Attended
B. STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr. Kunal Saxena1 Chairman (Resigned on 09.02.2016) 4 4
C. NOMINATION AND REMUNERATION COMMITTEE
Mr. JBS Negi Chairman (Appointed on 09.02.2016) 4 4
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mr. Subrata Basu Member 4 4
E. RISK MANAGEMENT COMMITTEE
Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0
F. GENERAL COMMITTEE OF DIRECTORS
Note:
1. Mr. Kunal Saxena, Resigned on 09.02.2016
Annual
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C. NOMINATION AND REMUNERATION COMMITTEE D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Nomination and Remuneration Committee of the Board recommends to the Board, from time to time, compensation package for Corporate Social Responsibility Initiatives
Whole-Time Members of the Board. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has Constituted Corporate Social Responsibility
Committee in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR was implemented
During the Financial year ended 31st March, 2016, 1 Meeting were held on 21st May, 2015.
in association with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant
Composition, Name of Member and Chairperson donations to poor and the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to
The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are establish, run, support and grant aid or other financial assistance to schools, libraries, laboratories, research and other institutions of the
as follows: like nature in India. CSR Policy – As per recommendation of CSR Committee Board has approved CSR Policy at the Board Meeting held
on 17th October, 2015. The constitution and composition of the said Policy can be viewed from Company website.
Name of the Directors Category No. of Meetings Held
Held Attended During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016.
Mr. Kunal Saxena 1
Chairman (Resigned on 09.02.2016) 1 1
Composition, Name of Member and Chairperson
Mr. JBS Negi Chairman (Appointed on 09.02.2016) 1 1 The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are
Mr. Subrata Basu Member 1 1 as follows:
Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0
Name of the Directors Category No. of Meetings Held
Note: Held Attended
1. Mr. Kunal Saxena, Resigned on 09.02.2016
Mr. Kunal Saxena 1
Chairman (Resigned on 09.02.2016) 2 2
Remuneration to Executive Director Mr. JBS Negi Chairman (Appointed on 09.02.2016) 2 2
The details of remuneration paid to the Executive Directors of the Company for attending the Board and Committee Meetings for the year Mr. Subrata Basu Member 2 2
2015-16 are as follows: Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0

Name Salary Paid Note:


Mr. Monoranjan Roy H3,000,000.00 1. Mr. Kunal Saxena, Resigned on 09.02.2016
Mr. Arup Thakur H1,800,000.00 E. RISK MANAGEMENT COMMITTEE and have underutilized capacities, which, in turn, may lead to
Mr. Subrata Basu H1,800,000.00 In line with the provisions of the Companies Act, 2013 low margins. To mitigate this risk, the Company complies with
Total H6,600,000.00 and The Securities and Exchange Board of India (Listing all the applicable rules and regulations in all the States where it
Remuneration to Non-Executive Directors Obligation & Disclosure Requirements) Regulations, 2015, the is present.
Non-Executive Directors are being paid sitting fee of H20,000.00 per meeting of the Board. Company has adopted a Risk Management Policy to identify
II. Strategic Risk
and evaluate elements of business risks. The Policy defines
The details of remuneration paid to the Non-Executive Directors of the Company for attending the Board and Committee Meetings for the The Company’s strategy and its execution is dependent on
the risk management approach, establishes various levels
year 2015-16 are as follows: uncertainties and untapped opportunities. To mitigate this risk,
of accountability for risk Management / mitigation within
the Company has adopted resilient policies which not only
Name Sitting Fees Paid the Company and reviewing, documentation and reporting
allow the Company to maximize opportunities under normal
Mr. JBS Negi H140,000.00 mechanism for such risks.
conditions but also ensure that acceptable results are achieved
Mr. Kunal Saxena 1
H280,000.00 The Risk Management Committee has been entrusted with under extra-ordinary adverse conditions.
Ms. Mou Roy H320,000.00 the responsibilities of developing risk mitigation plans,
III. Concentration Risk
Mr. Abhijit Datta2 H20,000.00 implementing risk reduction/mitigation strategies and
A large percentage of the Company’s turnover is derived from
Total H760,000.00 reviewing the effectiveness of the Risk Management Policy.
Eastern India, where any unfavourable regulatory policy may
Note: The key business risks, which in the opinion of the Board of impact its business. The Company’s three business segments
1. Mr. Kunal Saxena, Resigned on 09.02.2016 Directors may threaten the existence of the Company, along are evenly distributed in the revenue pie contributing to the
2. Mr. Abhijit Datta, Appointed on 09.02.2016
with mitigation strategies adopted by the Company are revenue stream in the following manner IMFL segment 57%
Nomination, Remuneration and Evaluation Policy of the Company which lays down criteria for: enumerated herein below: IMIL segment 13% and FMCG segment 30%. To mitigate this risk,
I. Determining qualifications, positive attributes required for appointment of Directors, Key
the Company has extended its focus on other geographies viz.
II. Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director; I. Regulatory Risk
III. Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management; Southern Region, etc. and product categories viz. Whisky, Vodka,
The IMFL & IMIL industry is a high-risk industry, primarily on
IV. Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and etc. The Company’s recent aquisition would significantly add to
V. Evaluation of the performance of the Board and its constituents. account of high taxes and innumerable regulations governing
the contribution from the segment.
The detail content of Nomination, Remuneration and Evaluation Policy is published on the website. it. As a result, liquor companies suffer from low pricing flexibility
Annual
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F. GENERAL COMMITTEE OF DIRECTORS 5. DISCLOSURES: premium of H125/- per share on preferential basis to
In view of the difficulties in convening Board Meeting[s] with requisite quorum at short notice, for matters requiring immediate and a) Related party transactions: Mr. Monoranjan Roy as approved by the Shareholders at
prompt action, on behalf of the Company, the Board constituted a Committee of Directors. During the year ended March 31, 2016 there were the EGM held on 22.03.2016 & allotment was done on
materially significant related party transactions for which 30.03.2016 towards the part conversion of unsecured loan.
The powers to be delegated to the Committee of Directors consisting of Mr. Monoranjan Roy, Mr. Arup Thakur & Mr. Subrata Basu are
regulated by the Board of Directors from time to time. There were 2 occasions for the General Committee to meet during the year 2015-16 adequate disclosure is made in the Annual Accounts
regarding related party transactions. 6. MEANS OF COMMUNICATION
a) Half-Yearly Report sent to each household of
4. GENERAL BODY MEETINGS b) Disclosure of Accounting Treatment: shareholders : No
The details of date, location and time of the last 3 years Annual General Meetings held on as under: The Company has followed the Accounting Standards
Financial year Year Ended Date & Time Venue Special Resolution Passed notified under Companies (Accounting Standards) Rules, b) Quarterly results
Ended March, 31 2006 in the preparation of its Financial Statements. The quarterly results of the Company are published
37th 31.03.2015 December 26, The Peerless Inn Appointment of Ms. Mou Roy (DIN: 07144271) as an in accordance with the requirements of the listing
c) Code of Conduct agreement, in widely circulated newspapers like Business
2015 at 11.00 AM 12, Jawaharlal Independent Director upto March 30, 2020.
The Board has laid down a Code of Conduct covering the Standard, Anandabazar Patrika etc.
Nehru Road, Kolkata Re-appointment of Mr. Monoranjan Roy (DIN:
– 700 013 02275811) as Chairman and Managing Director upto ethical requirements to be complied with covering all the
Board members and Senior Management Personnel of the c) News releases, presentations etc.
August 09, 2020.
Company. An affirmation of compliance with the code is Official Releases along with Quarterly Results are displayed
Changes in Articles of Association of the Company.
received from them on an annual basis. on the Company’s website: www.pinconspirit.in
Approval of Material Related Party Transactions
36th 31.03.2014 September 29, 7, Red Cross Place, Adoption of new Articles of Association of the d) CEO and CFO Certification Presentations were also made to the media, analysts.
2014 11.00 AM “Wellesley House” Company The Managing Director and the CFO have given a Certificate Institutional investors, fund managers, among other form

3rd Floor, Borrowing Power Under Section 180(1)© and any to the Board as contemplated under Regulation 17(8) of time
other applicable provisions of the Companies Act, 2013
Kolkata – 700 001 the SEBI (Listing Obligations and Disclosure Requirements) During the year ended March 31, 2016 the Company has
To create such charges, mortgages and hypothecations Regulations, 2015 and is separately annexed. made presentations to the investors/analysts. Which is
in addition to the existing charges, mortgages and
e) Proceeds from public issues, rights issues, preferential duly submit to the Stock exchanges.
hypothecations created by the Company, Under Section
180(1)(a) and any other applicable provisions of the issues etc. d) Management Discussion and Analysis (MDA) Report
Companies Act, 2013. During the year ended March 31, 2016, company has The report on MDA is annexed to the Directors’ Report and
35th 31.03.2013 June 04, 2013 7, Red Cross Place, No Special Resolution was passed in the meeting allotted 1000000 Equity Share of H10 per share at the forms part of this Annual Report.
11.00 AM “Wellesley House”
3rd Floor, 7. GENERAL SHAREHOLDER INFORMATION
Kolkata – 700 001 1. Company Registration Details
The Company is registered in the State of West Bengal, India. The Corporate Identification Number (CIN) allotted to the Company by the
Details of Extraordinary General Meetings held during the Financial Year 2015-16
Ministry of Corporate Affairs (MCA) is L67120WB1978PLC031561.
Date & Time Venue Special Resolution Passed
25th July, 2015 at 11.00 A.M The Peerless Inn Issue of Secured, Rated, Listed, Non-Convertible, Cumulative, 2. Annual General Meeting : 38th Annual General Meeting
12, Jawaharlal Nehru Road, Redeemable, Taxable Debentures. : Monday, June 06, 2016 at 11.00 A.M
Kolkata – 700 013 Approval of borrowing limits of the Company
: The Peerless Inn
Creation of Charge on the assets of the Company
: 12, Jawaharlal Nehru Road, Kolkata, West Bengal 700013, India
Increase of Authorised Capital of the Company
3. Financial Year : April 1, to March 31.
Change Clause V of the Memorandum of Association of the
Company 4. Financial Calendar (tentative) Results for the quarter ending
Acceptance of Deposits from Members and Public June 30, 2016 : July/August, 2016
29th September, 2015 at 11.00 A.M The Peerless Inn Issuance of Bonus Shares by Capitalizations of Reserves / Securities September 30, 2016 : October/November, 2016
12, Jawaharlal Nehru Road, Premium Account December 31, 2016 : January/February, 2017
Kolkata – 700 013 March 31, 2017 : April/May, 2017
22nd March, 2016 at 11.30 A.M. The Peerless Inn Preferential Issue of Equity Shares 5. Date of Book Closure : 25th
May May
31 to2016
June 6, 2016 (Both days inclusive)
12, Jawaharlal Nehru Road, Preferential Issue of Equity Share Warrants
6. Dividend Payment Date : A Dividend payment of H0.75 i.e., 7.50% per Equity Share of H10.00 each will be
Kolkata – 700 013
paid by 21th June 2016 subject to the approval of the members in the ensuing
Annual General Meeting.
Annual
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7. Listing on Stock Exchanges : Company Equity Shares are listed at: 13. Stock Performance in comparison to BSE Sensex
(Based on closing prices of Pincon Spirit Limited and BSE Sensex)
Sl. No. Name of the Stock Exchanges Address
Apr 01, 2015 - Mar 31, 2016
1. The Calcutta Stock Exchange Limited (CSE) 7, Lyons Range, Kolkata 700 001 200%
2. BSE Limited (BSE) Phiroze Jeejeebhoy Towers
150%
Dalal Street
Mumbai- 400001 100%

8. Listing Fees to Stock Exchanges 50%


The Annual Listing fee for the year 2016-17 has been paid by the Company to all exchanges within stipulated time.
0%
9. Payment of Depository Fee
Annual Custody/Issuer fee for the year 2016-17 will be paid by the Company to NSDL and CDSL on receipt of the invoices. -50%
Apr’ 15 May 15 Jun’ 15 Jul’ 15 Aug’ 15 Sep’ 15 Oct’ 15 Nov’ 15 Dec’ 15 Jan’ 16 Feb’ 16 Mar’ 16
10. International Securities Identification Number (ISIN) of the Company
SENSEX - 13.28% 538771 + 137.66%
International Securities Identification Number (ISIN) of the Company’s shares in the dematerialised mode, as allotted by NSDL and CDSL
is INE675G01018 14. Registrar & Share Transfer Agents:
For Shares held in both Physical and Demat mode
11. Scrip Code & Scrip Name
S.K. INFOSOLUTIONS PVT. LTD
Sl. No. Name of the Stock Exchanges Script Name, Script Code (CIN: U72300WB1999PTC090120)
1. The Calcutta Stock Exchange Limited (CSE) Pincon Spirit Limited, 10029247 34/1A Sudhir Chatterjee Street,
2. BSE Limited (BSE) Pincon, 538771 Kolkata- 700 006
Phones : 033-2219-4815 & 033-2219-6797
Fax : 033-2219-4815
12. Stock Market Price Data
Email : skcdilip@gmail.com , contact@skcinfo.com,
Month BSE Limited Calcutta Stock Exchange Limited# URL : www.skcinfo.com
High Price Low Price Volume High Price Low Price Volume
15. Share Transfer System and Dematerialization of Shares
Apr-15 139.60 100.60 474448 - - -
The Physical share transfers are processed and the share certificates are returned to the shareholders within a maximum period of one
May-15 136.00 103.00 2391737 - - - month from the date of receipt, subject to the documents being valid and complete in all respects.
Jun-15 122.00 92.20 2983799 - - -
Any transferee who wishes to Demat the shares may approach a Depository participant along with a duly filled Demat Request Form,
Jul-15 114.70 95.00 2907712 - - -
who shall, on the basis of the Share Certificate, generate a Demat request and send the same to the Registrar and Share transfer Agents
Aug-15 239.00 111.00 5430022 - - - (RTA). On receipt, the Depository Registrar confirms the request.
Sep-15 184.00 125.90 1878778 - - -
All requests for Dematerialization of shares are processed and the confirmation is given to the respective Depositories, i.e., National
Oct-15 181.80 76.00 2702020 - - -
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), within 21 days of receipt.
Nov-15 108.00 87.95 4357769 - - -
Dec-15 122.70 97.80 3364620 - - -
Jan-16 159.00 111.00 7554632 - - -
Feb-16 135.90 100.00 1717992 - - -
Mar-16 133.00 109.80 3953644 - - -
# There were no transactions on Calcutta Stock Exchange Limited, during the said period.
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16. Shareholding Pattern: 17. Distribution of Shareholding as on March 31, 2016
Sl. Category of Shareholders As on March 31, 2015 As on March 31, 2016 % Change Shareholding of nominal value Share Holders Share Amount
No. No. of No. of % of Total No. of No. of % of Total during the Number % of total H % of total
Shareholders Shares held Shares Shareholders Shares held Shares year Upto - 5,000 6213 79.12 8325570 3.96
A Promoter and Promoter Group 5,001 -10,000 692 8.81 5535290 2.63
(1) Indian 10,001-20,000 370 4.71 5816580 2.76
(a) Individuals/Hindu undivided Family - - - - - - - 20,001-30,000 138 1.76 3540600 1.68
(b) Central Government/ State - - - - - - -
30,001-40,000 84 1.07 3033610 1.44
Government(s) 40,001-50,000 63 0.80 2951530 1.40
(c) Financial Institutions/ Banks - - - - - - - 50,001-100,000 130 1.66 9569150 4.55
(d) Any Other (specify) - - - - - - - 100,001-above 163 2.08 171657670 81.57
Sub-Total (A)(1) Total 1&2 7853 100.00 210430000 100.00
(2) Foreign Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
(a) Individuals (NonResident Individuals/ - - - - - - -
Foreign Individuals) 2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy.

(b) Government - - - - - - - 18. Dematerialization of Shares and Liquidity


(c) Institutions - - - - - - -
As per notification issued by SEBI, with effect from 26th June 2000, it has become mandatory to trade in the Company’s shares in the
(d) Foreign Portfolio Investor - - - - - - -
electronic form. The Company’s shares are available for trading in the depository systems of both the NSDL and CDSL.
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(2) - - - - - -
Percentage of Shares held in Physical & Electronic form as on March 31, 2016
Total Shareholding of Nil Nil Nil Nil Nil Nil Nil Sl. No. Particulars No. of Shares %
Promoter and Promoter Group (A)=(A)(1)+(A)(2) 1 Demat Mode 14940487 71.00
B Public shareholder 2 Physical Mode 6102513 29.00
(1) Institutions Grand Total 21043000 100.00
(a) Mutual Funds - - - - - - - To enable us to serve our investors better, we request Members whose shares are in physical mode to dematerialize shares and to update
(b) Venture Capital Funds - - - - - - - their bank accounts with the respective depository participants.
(c) Alternate Investment Funds - - - - - - -
(d) Foreign Venture Capital Investors - - - - - - - 19. ECS [Electronic Clearing Service] / Mandates / Bank Details
(e) Foreign Portfolio Investors - - - 1 174239 0.83 0.83 Members may please note that ECS details contained in the BENPOS downloaded from the Depositories would be reckoned for payment
(f ) Financial Institutions/ Banks - - - - - - -
of dividend. In order to avoid fraudulent encashment of dividend, please register either ECS mandate or Bank details for payment of
(g) Insurance Companies - - - - - - -
dividend.
(h) Provident Funds/ Pension Funds - - - - - - -
(i) Any Other (specify) - - - - - - - 20. Disclosure with respect to demat suspense account/unclaimed suspense account
Sub-Total (B)(1) - - - 1 174239 0.83 0.83 As on 31st March, 2016, there are no outstanding shares lying in the demat suspense account/unclaimed suspense account.
(3) Non-institutions
(a) Bodies Corporate 113 4744966 47.35 273 7131239 33.89 (13.46) 21. Address for correspondence with Depositories
(b(i)) Individuals - 716 738006 7.36 7328 4968894 23.61 16.25
i. Individual shareholders holding National Securities Depository Limited Central Depository Services (India) Limited
nominal share capital up to H2 lakhs. TradeWorld, 4th & 5th Floor,, Kamala Mills Compound Phiroze Jeejeebhoy Towers,
(b(ii)) Individuals - 23 1498853 14.96 42 1256306 5.97 (8.99) Senapati Bapat Marg, Lower Parel 17th Floor, Dalal Street
ii. Individual shareholders holding
Mumbai - 400 013 Mumbai - 400 001
nominal share capital in excess of
H2 lakhs.
Telephone No : 022-2499 4200 Telephone No : 022-2272 3333
(c) Clearing Members 31 46245 0.46 50 330042 1.57 1.11
Facsimile Nos : 022-2497 2993/6351 Facsimile Nos : 022-2272 3199/2072
(d) NRI 4 37 0.00 158 195494 0.93 0.93
(e) Any Other (specify) : Director2 1 2993393 29.87 1 6986786 33.20 3.33
E-mail : info@nsdl.co.in E-mail : investors@cdslindia.com
Sub-Total (B)(2) 888 10021500 100.00 7852 20868761 99.17 (0.83)
Website : www.nsdl.co.in Website : www.cdslindia.com
Total Public Shareholding (B)=(B)(1)+(B)(2) 888 10021500 100.00 7853 21043000 100.00 -
Grand Total (A+B)1 888 10021500 100.00 7853 21043000 100.00 -
22. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1 The Company has issued 1000000 Equity Share Warrants approved by the Members at the EGM held on 22.03.2016 and allotment was
2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy. done on 06.04.2016. The same shall be converted by 05.10.2017. Otherwise, there are no others outstanding warrants or any Convertible
instruments.
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23. Dividend History (Last 10 years)
Sl. No. Financial Year Dividend % Total Dividend (in H)
Certificate under Regulation 17(8) of the SEBI
1 2015-16* 7.50% 15,782,250 (Listing Obligations and Disclosure Requirements) Regulations, 2015
2 2014-15 5.00% 10,021,500
3 2013-14 Nil Nil
4 2012-13 Nil Nil CERTIFICATION
5 2011-12 Nil Nil
6 2010-11 Nil Nil Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby certify that:
7 2009-10 Nil Nil
8 2008-09 Nil Nil 1. We have reviewed Financial Statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief :
9 2007-08 Nil Nil (i). these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
10 2006-07 Nil Nil
Note:
misleading;
* subject to the approval of the members
(ii). these statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing Accounting
Standards, applicable laws and regulations.
24. Unclaimed Dividend
Sl. No. Financial Year Dividend % Total Dividend Unclaimed Dividend Due date for 2. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent,
(in H) as on date of transfer transfer to illegal or violative of the listed entity’s code of conduct.
(H) IEPF on 3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
1 2014-15 5.00 % 10,021,500 995618 26.12.2022
effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the Auditors and
2 2013-14 Nil Nil NA NA
3 2012-13 Nil Nil NA NA the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we
4 2011-12 Nil Nil NA NA have taken or propose to take to rectify these deficiencies.
5 2010-11 Nil Nil NA NA
6 2009-10 Nil Nil NA NA 4. We have indicated to the Auditors and the Audit committee:
7 2008-09 Nil Nil NA NA (i). significant changes in internal control over financial reporting during the year;
(ii). significant changes in Accounting Policies during the year and that the same have been disclosed in the notes to the Financial
25. Plant Location
Statements; and
IMFL Division
1. Kamarbari, Kalaberia, Bishnupur, Rajarhat, Kolkata-700 135 (iii). instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the listed entity’s internal control system over Financial Reporting.
IMIL Division
1. Mouza – Gopalpur, Chandigarh, P.S. : Barasat, Dist.: 24 Parganas (South)
Sd/- Sd/-
2. M2 ADDA Industrial Estate, Kanyapur, Asansol, West Bengal
Place: Kolkata Arup Thakur Monoranjan Roy
FMCG Division
Date: 28.04.2016 Executive Director & CFO Chairman & Managing Director
1. 81, Neelgunj Road, Agarpara, Kolkata 700 109, West Bengal
(DIN: 03476120) (DIN: 02275811)
26. Address for Correspondence
Mr. Aditya Karwa
Company Secretary & Compliance Officer
PINCON SPIRIT LIMITED DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT
Registered Office:
7, Red Cross Place, “Wellesley House” 3rd Floor, Kolkata – 700 001 I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have
Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690 complied with the Code of Business Conduct and Ethics for Directors/Management Personnel for the Financial Year 2015-16
E-mail: pinconspiritlimited@gmail.com
Website: www.pinconspirit.in
For and on behalf of the Board of Directors
For and on behalf of the Board of Directors

Sd/-
Sd/-
Monoranjan Roy
Monoranjan Roy
Place: Kolkata, Chairman & Managing Director
Place: Kolkata, Chairman & Managing Director
Date: 28.04.2016 (DIN: 02275811)
Date: 28.04.2016 (DIN: 02275811)
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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE CORPORATE INFORMATION


AS ON 31ST MARCH, 2016
CIN : L67120WB1978PLC031561

Board of Directors Corporate Office


Mr. Monoranjan Roy Samskruti Chambers, No. 103, 3rd Floor, K.H.Road, Shanthi Nagar,
Chairman & Managing Director Bangalore- 560027
To Mr. Arup Thakur
Executive Director & CFO Auditors
The Members,
D.N.Misra & Co
Pincon Spirit Limited Mr. Subrata Basu
Chartered Accountants
Executive Director
We have examined the compliance of conditions of Corporate Governance by Pincon Spirit Limited, for the year ended 54, Ganesh Chandra Avenue, 1st Floor, Kolkata-700013
Mr. Jag Bahadur Singh Negi
on 31st March 2016, as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of India (Listing
Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the Listing Agreement) of the said
Director – Independent Bankers
Ms. Mou Roy Andhra Bank
Company with stock exchanges.
Director – Independent Bank Of India
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination Corporation Bank
Mr. Abhijit Datta
has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring Additional Director – Independent Indian Overseas Bank
compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor Laxmi Vilas Bank Limited
an expression of opinion on the financial statements of the Company. Mr. Aditya Karwa Punjab National Bank
Company Secretary State Bank Of Hyderabad
In our opinion and to the best of our information and according to the explanations given to us and based on the State Bank Of Mysore
representations made by the Directors and the Management, we certify that the Company has complied with the Board Committees State Bank Of Travancore
conditions of Corporate Governance as stipulated in Regulation 27(1) & (2) of The Securities and Exchange Board of Audit Committee Tamilnad Mercantile Bank Limited
India (Listing Obligation & Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of the above-mentioned Mr. Jag Bahadur Singh Negi – Chairman Vijaya Bank
Listing Agreement) Ms. Mou Roy
Mr. Subrata Basu Registrar
We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or
S. K. Infosolutions Pvt. Ltd
effectiveness with which the management has conducted the affairs of the Company. Stakeholders Relationship Committee 34/1A, Sudhir Chatterjee Street, Kolkata- 700 006
Mr. Jag Bahadur Singh Negi – Chairman Contact No : 033-2219-4815 & 033-2219-6797
Ms. Mou Roy Fax No: 033-2219-4815
For D.N. Misra & Co. Mr. Subrata Basu Email Id : skcdilip@gmail.com , contact@skcinfo.com
Chartered Accountants
Nomination & Remuneration Committee Website : www.skcinfo.com
Firm Registration No. 312021E
Mr. Jag Bahadur Singh Negi – Chairman
Ms. Mou Roy Solicitor
Mr. Subrata Basu AQUILAW
Sd/- 9, Old Post Office Street, 8th Floor, Kolkata – 700 001
Corporate Social Responsibility Committee
D.N. Misra
Place: Kolkata Proprietor
Mr. Jag Bahadur Singh Negi – Chairman Website
Ms. Mou Roy www.pinconspirit.in
Date: 28.04.2016 Membership No.: 050440
Mr. Subrata Basu

Registered Office
7, Red Cross Place, “Wellesley House”, 3rd Floor, Kolkata – 700 001
Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690
E-Mail: psl@pinconspirit.in ; pinconspiritlimited@gmail.com
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Independent Auditor’s Report

To
The Members,
Pincon Spirit Limited

Report on the Financial Statements accordance with the Standards on Auditing specified under Section Report On Other Legal And Regulatory Requirements f ) With respect to the other matters to be included in
We have audited the accompanying Financial Statements of Pincon 143(10) of the Act. Those Standards require that we comply with 1. As required by ‘The Companies (Auditor’s Report) Order, 2015’, the Auditor’s Report in accordance with Rule 11 of the
Spirit Limited (“the Company”), which comprise the Balance Sheet ethical requirements and plan and perform the Audit to obtain issued by the Central Government of India in terms of Sub- Companies (Audit and Auditors) Rules, 2014, in our
as at 31st March, 2016, the Profit and Loss Statement, the Cash Flow reasonable assurance about whether the Financial Statements are section (11) of Section 143 of the Act (hereinafter referred to opinion and to the best of our information and according
Statement for the year ended 31st March, 2016 and a summary of free from material misstatements. as the “Order”), and on the basis of such checks of the books to the explanations given to us:
significant Accounting Policies and other explanatory information. and records of the Company as we considered appropriate and (i) The Company has disclosed the impact of pending
An Audit involves performing procedures to obtain Audit evidence
according to the information and explanations given to us, we litigations on its Financial position in its Financial
Management’s Responsibility for the Financial Statements about the amounts and disclosures in the Financial Statements. The
give in the Annexure a statement on the matters specified in Statements as referred to in the Note to the Financial
The Company’s Board of Directors is responsible for the matters procedures selected depend on the Auditors’ judgment, including
paragraphs 3 and 4 of the Order. Statements.
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) the assessment of the risks of material misstatement of the Financial
with respect to the preparation of these Standalone Financial Statements, whether due to fraud or error. In making those risk 2. As required by Section 143(3) of the Act, we report that: (ii) The Company has made provision, as required under
Statements that give a true and fair view of the financial position, assessments, the auditor considers internal financial control a) We have sought and obtained all the information and the applicable law or Accounting Standards, for
financial performance and cash flows of the Company in relevant to the Company’s preparation of the Financial Statements explanations which to the best of our knowledge and material foreseeable losses, if any, and as required on
accordance with the Accounting Principles generally accepted in that give a true and fair view in order to design Audit procedures belief were necessary for the purposes of our audit; long-term contracts including derivative contracts.
India including the Accounting Standards specified under Section that are appropriate in the circumstances, but not for the purpose (iii) There has been no delay in transferring amounts,
b) In our opinion, proper books of account as required by law
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, of expressing an opinion on whether the Company has in place an required to be transferred, to the Investor Education
have been kept by the Company so far as it appears from
2014. This responsibility also includes maintenance of adequate adequate internal financial controls system over Financial Reporting and Protection Fund by the Company.
our examination of those books.
accounting records in accordance with the provisions of the Act and the operating effectiveness of such controls. An Audit also
c) The Balance Sheet, the Profit and Loss Statement, and
for safeguarding the assets of the Company and for preventing and includes evaluating the appropriateness of accounting policies used
the Cash Flow Statement dealt with by this Report are in
detecting frauds and other irregularities; selection and application of and the reasonableness of the accounting estimates made by the
agreement with the books of account.
appropriate accounting policies; making judgments and estimates Company’s Directors, as well as evaluating the overall presentation
that are reasonable and prudent; and design, implementation and of the Financial Statements. d) In our opinion, the aforesaid Standalone Financial
maintenance of adequate internal financial controls, that were Statements comply with the Accounting Standards For D.N. Misra & Co.
We believe that the Audit evidence we have obtained is sufficient Chartered Accountants
operating effectively for ensuring the accuracy and completeness of specified under Section 133 of the Act, read with Rule 7 of
and appropriate to provide a basis for our Audit opinion on the Firm Registration No. 312021E
the accounting records, relevant to the preparation and presentation the Companies (Accounts) Rules, 2014;
Standalone Financial Statements.
of the Financial Statements that give a true and fair view and are free e) On the basis of the written representations received from
from material misstatement, whether due to fraud or error. Opinion the Directors as on March 31, 2016, taken on record by the Sd/-
In our opinion and to the best of our information and according Board of Directors, none of the directors is disqualified as
Auditor’s Responsibility D.N. Misra
to the explanations given to us, the aforesaid Financial Statements on March 31, 2016, from being appointed as a Director in
Our responsibility is to express an opinion on these Standalone Place: Kolkata Proprietor
give the information required by the Act in the manner so required terms of Section 164 (2) of the Act.
Financial Statements based on our Audit. Date: 28.04.2016 Membership No.:050440
and give a true and fair view in conformity with the accounting
We have taken into account the provisions of the Act, the principles generally accepted in India, of the state of affairs of the
Accounting and Auditing Standards and matters which are required Company as at March 31, 2016, and its profit and its cash flows for
to be included in the Audit Report under the provisions of the the year ended on that date.
Act and the Rules made there under. We conducted our Audit in
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Annexure to Independent Auditors’ Report
Referred to in paragraph 1 of the Independent Auditors’ Report of even date to the members of Pincon Spirit Limited on the Financial
Statements as of and for the year ended March 31, 2016.

1. (a) The Company has maintained proper records showing full 5. In our opinion and according to the information and (d) According to the information and explanation given 12. Based upon the audit procedures performed for the purpose
particulars, including quantitative details and situation of explanations given to us, the Company has not accepted any to us and records of the Company examined by us, the of reporting the true and fair view of the Financial Statements
fixed assets; deposits within the meaning of provisions of sections of 73 to Company is not required to transfer amount to investor and as per the information and explanations given by the
76 or any other relevant provisions of the Companies Act, 2013 education and protection fund in accordance with the management, we report that no fraud on or by the Company
(b) The substantial portion of fixed assets have been physically
and the rules framed there under. In our opinion and according provisions of the Companies Act, 2013 and the rules made has been noticed or reported during the year.
verified by the management at reasonable intervals
to the information and explanations given to us, no order thereunder.
having regard to the size of the Company and the nature
has been passed by the Company Law Board or the National
of assets. No material discrepancies were noticed on such 8. The Company has no accumulated losses at the end of the
Company Law Tribunal or the Reserve Bank of India or any
physical verification. financial year and it has not incurred cash losses in the current
other Tribunal against the Company.
and immediately preceding financial year.
2. (a) The inventory (excluding stocks with third parties) has
6. We have broadly reviewed the books of account relating
been physically verified by the Management during 9. In our opinion and according to the information and
to materials, labor and other items of cost maintained by
the year. In respect of inventory lying with third parties, explanations given by the management, we are of the opinion For D.N. Misra & Co.
the Company pursuant to the Rules made by the Central
these have substantially been confirmed by them. In our that the Company has not defaulted in repayment of dues to a Chartered Accountants
Government for the maintenance of cost records under section
opinion, the frequency of verification is reasonable. financial institution, bank or debenture holders. Firm Registration No. 312021E
148 (1) of the Companies Act, 2013 and are of the opinion that,
(b) The procedures of physical verification of inventories prima facie, the prescribed accounts and record have been 10. The Company has not given any guarantee for loans taken by
followed by the Management are reasonable and made and maintained. others from bank or financial institutions. Sd/-
adequate in relation to the size of the Company and the D.N. Misra
7. (a) According to the records of the Company, the Company 11. In our opinion, and according to the information and
nature of its business. Place: Kolkata Proprietor
is regular in depositing with appropriate authorities explanations given to us, the term loans have been applied, on
(c) In our opinion and according to the information and undisputed statutory dues including Provident Fund, an overall basis, for the purposes for which they were obtained. Date: 28.04.2016 Membership No.:050440
explanations given to us, the Company is maintaining Investor Education Protection Fund, Employees State
proper records of inventory. The discrepancies noticed Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty,
on verification between the physical stocks and the book Excise Duty, Service Tax, Value Added Tax , Cess and other
records were not material and have been properly dealt material statutory dues applicable to it.
with in the books of account.
(b) According to the information and explanations given to
3. (a) The Company has not granted any loan during the year. us, no undisputed amount payable in respect of Income
(b) There is no overdue amount of loans granted to Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty,
companies, firms and other parties covered in the register Service Tax, Value Added Tax, Cess etc. were outstanding as
maintained under section 189 of the Companies Act, 2013 at 31st March, 2016 for a period of more than six months
from the date they became payable.
4. In our opinion and according to the information and
explanations given to us, there are adequate internal control (c) According to the records of the Company, no dues
procedures commensurate with the size of the Company and outstanding of Sales Tax, Income Tax, Customs Duty,
the nature of its business with regard to purchases of inventory, Wealth Tax, Excise Duty, Service Tax, Value Added Tax, and
fixed assets and with regard to the sale of goods and services. Cess on account of any dispute.
During the course of our audit, no major weakness has been
noticed in the internal controls system.
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Audited Standalone Balance Sheet as at 31.03.2016 Audited Standalone Statement of Profit and Loss Account for the year ended 31.03.2016
(In H) (In H)
Particulars Note No. As at As at Particulars Note No. For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
EQUITY AND LIABILITIES INCOME
Shareholder’s Funds Revenue from Operations 18 9,460,588,193 6,025,557,392
Share Capital 2 210,430,000 100,215,000 Other Incomes 19 - 1,409,333
Reserves and Surplus 3 694,814,237 446,383,596 Total Revenue (I) 9,460,588,193 6,026,966,725
Non-Current Liabilities EXPENSES
Long Term Borrowings 4 620,409,047 603,767,335 Cost of Materials Consumed 20 3,300,247,529 1,343,496,828
Current Liabilities Purchases 21 5,839,765,750 4,380,881,518
Short-Term Borrowings 5 1,916,797,165 917,021,333 Change In Inventories (Increase)/Decrease 22 (566,330,719) (262,535,234)
Trade Payables 6 27,560,931 13,376,124
Other Manufacturing Expenses 23 149,503,009 109,372,132
Other Current Liabilities 7 133,429,505 25,919,345
Employee Benefit Expenses 24 26,040,000 21,700,000
Short-Term Provisions 8 346,609,430 205,599,790
Administrative & General Expenses 25 35,608,380 25,341,083
TOTAL 3,950,050,315 2,312,282,523
Selling & Distribution Expenses 26 114,092,292 80,121,563
ASSETS
Finance Costs 27 166,927,698 70,672,884
Non-Current Assets
Depreciation and Amortization Expenses 9 20,739,970 21,514,463
Fixed Assets
Miscellaneous Expenses 28 620,824 -
Tangible Assets 9 177,449,993 178,047,751
Total Expenses (II) 9,087,214,733 5,790,565,237
Capital Working in Progress 40,116,135 -
Profit before Tax (I - II)=III 373,373,460 236,401,488
Non-Current Investments 10 155,236,250 155,236,250
Long-Term Loans and Advances 11 190,814,560 - Tax Expense:

Deferred Tax Assets (Net) 12 3,439,204 1,306,873 1) Current tax 126,909,640 80,352,870
Miscellaneous Expenditure 13 3,104,122 - 2) Deferred Tax Liability/(Assets) (2,132,331) (751,868)
Current Assets Profit/ (Loss) for the Period (III-IV-V)=VI 248,596,151 156,800,486
Inventories 14 1,902,463,098 695,659,579 Earnings per equity share of face value of H10 each
Trade Receivables 15 1,075,108,319 1,056,681,086 1) Basic 29 11.81 15.65
Cash and Cash Equivalents 16 3,717,789 1,370,646 2) Diluted 29 16.87 15.65
Other Current Assets 17 398,600,845 223,980,338 SIGNIFICANT ACCOUNTING POLICIES 1
TOTAL 3,950,050,315 2,312,282,523
The accompanying notes form an integral part of the Standalone Financial Statements
Significant Accounting Policies 1
As per our report of even date attached For and on behalf of the Board
The accompanying notes form an integral part of the Standalone Financial Statements
Sd/-
As per our report of even date attached For and on behalf of the Board
For D.N. Misra & Co. Monoranjan Roy
Sd/- Chartered Accountants Chairman & Managing Director
For D.N. Misra & Co. Monoranjan Roy Firm Registration No. 312021E (DIN: 02275811)
Chartered Accountants Chairman & Managing Director
Firm Registration No. 312021E (DIN: 02275811) Sd/- Sd/- Sd/-
D.N. Misra Arup Thakur Aditya Karwa
Sd/- Sd/- Sd/- Proprietor Executive Director & CFO Company Secretary
D.N. Misra Arup Thakur Aditya Karwa Membership No.:050440 (DIN: 03476120)
Proprietor Executive Director & CFO Company Secretary
Membership No.:050440 (DIN: 03476120) Place: Kolkata
Date: 28.04.2016
Place: Kolkata
Date: 28.04.2016
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Cash Flow Statement for the year ended 31.03.2016 Notes forming part of the Audited Standalone Financial Statements
(In H)
Particulars For the year ended For the year ended NOTE # 1
31.03.2016 31.03.2015 A. CORPORATE INFORMATION
A. CASH FLOW FROM OPERATING ACTIVITIES: Pincon Spirit Limited (referred to as “PSL” or “the Company”) (CIN No: L67120WB1978PLC031561) is a Public Company domiciled in India
Net Profit before tax 373,373,460 236,401,488 and Incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE
Adjustments for: Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made
Depreciation & Amortization Expenses 20,739,970 21,514,463 Foreign Liquor (“IMFL”), Indian Made Indian Liquor (“IMIL”) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer
Interest Paid 166,927,698 70,672,884 Goods (“FMCG”)
Miscellaneous Expenses 620,824 -
B. SIGNIFICANT ACCOUNTING POLICIES
Operating Profit before Working capital changes 561,661,952 328,588,835
Adjustments for: a. Basis of Preparation of the Financial Statements
(Increase) / Decrease in Inventories (1,206,803,519) (482,101,809) The Financial Statements have been prepared in compliance with the Generally Accepted Accounting Principles in India (“Indian
(Increase)/ Decrease in Account Receivable (18,427,233) (801,704,539) GAAP”) and the Accounting Standards notified under relevant provisions of the Companies Act, 2013.
(Increase)/ Decrease in Loans & Advances (174,620,507) 168,694,092 These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian
Increase/ (Decrease) in Account Payables 262,704,607 106,083,971 Rupees, rounded off to the nearest Rupee.
Cash Generated from Operations (575,484,700) (680,439,450)
b. Use of Estimates
Income Tax paid (Net of Refund) (126,909,640) (80,352,870)
The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make
Net Cash from Operating Activities (448,575,060) (600,086,580)
estimates, judgments and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent
B. CASH FLOW FROM INVESTING ACTIVITIES:
liabilities as on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.
Tangible Assets (20,142,212) -
Any difference between the actual results and estimates are recognised in the period in which the results are known / materialised.
Capital Working in Progress (40,116,135) 24,308,964
Non-Current Investments - (85,000,000) c. Fixed Assets
Long-Term Loans and Advances (190,814,560) - i. Tangible Assets
Miscellaneous Expenses (3,724,946) - Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment
Net Cash from Investing Activities (254,797,853) (60,691,036) loss, if any.
C. CASH FLOW FROM FINANCING ACTIVITIES: The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended
Proceeds of Equity Share 135,000,000 - use.
Proceeds of Unsecured Loans 17,500,000 299,365,968 Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of
Proceeds of Secured Loans 998,917,544 596,314,763 the tangible assets.
Interest Paid (166,927,698) (70,672,884) Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.
Dividends paid (including corporate dividend tax) (24,950,510) (6,012,599)
ii. Intangible Assets
Net Cash from Financing Activities 959,539,336 818,995,248
Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.
Net Increase/(Decrease) in Cash and Cash equivalents 2,347,144 (2,488,109)
Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is
Cash and Cash equivalents as at 1st April(Opening Balance) 1,370,646 3,858,755
reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets
Cash and Cash equivalents as at 31st March(Closing Balance) 3,717,789 1,370,646
are done on a straight-line basis over the estimated useful economic life.
As per our report of even date attached For and on behalf of the Board
d. Leases
Sd/- Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
For D.N. Misra & Co. Monoranjan Roy leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the
Chartered Accountants Chairman & Managing Director period of lease.
Firm Registration No. 312021E (DIN: 02275811)
e. Depreciation & Amortisation
In Tangible Fixed Assets (other than freehold land & capital work-in-progress), acquired during the year, depreciation / amortisation
Sd/- Sd/- Sd/-
is charged on Written Down Method so as to write off the cost of the Assets over the useful lives and in regard to the Tangible Assets
D.N. Misra Arup Thakur Aditya Karwa
acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life as prescribed in
Proprietor Executive Director & CFO Company Secretary
Schedule II of the Companies Act, 2013.
Membership No.:050440 (DIN: 03476120)

Place: Kolkata
Date: 28.04.2016
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
70 71
Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements
f. Impairment q. Earnings per Share (EPS)
In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged Basic EPS is arrived at based on Net Profit after Taxation available to equity shareholders to the weighted average number of equity
to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior shares outstanding during the year. The Diluted EPS is calculated on the same basis as Basic EPS, after adjusting for the effects of
accounting period is reversed if there has been a change in the estimate of recoverable amount. potential dilutive equity shares unless impact is anti-dilutive.

g. Investments r. Provisions
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow
at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary. of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than
employee benefits, are not discounted to their present value and are determined based on management estimate required to
h. Inventories
settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories
management estimates.
comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to
their respective present location and condition. s. Contingent Liabilities/Assets
No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to
i. Employee Benefits
materialize into liabilities after the year end till the date of finalization of accounts and have material effect on the position stated in
There is no employee who is in receipt of remuneration in excess of the limits specified.
the Balance Sheet.
j. Revenue Recognition Contingent liabilities are not recognised but disclosure of its existence is done in the Financial Statements. A contingent asset is
Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably neither recognised nor disclosed in the Financial Statements.
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,
adjusted for discounts (net).
Dividend income, if any, is recognised when right to receive payment is established.
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.

k. Borrowing Costs
Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary
costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.

l. Foreign Currency Transactions


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

m. Cash and Cash Equivalents


Cash and Cash Equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with
original maturities of three months or less.

n. Conservation of Energy & Technology absorption


In view of the activities of the Company, the matters related to conservation of Energy & Technology are not applicable to the
Company.

o. Due to Micro/ Small Industrial Enterprises


The Company has not received any information from any of the suppliers of their being a micro/ small scale industrial enterprise,
hence the amount due to such units outstanding as at the year ended 31.03.2016 is not ascertainable.

p. Income Tax
Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking
credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the
liabilities are accepted. Deferred Tax is recognized on timing differences between taxable income and accounting income subject
to a consideration of prudence.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
72 73
Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements
(In H) (In H)
Particulars As at As at Particulars As at As at
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Notes # 2 Share Capital Notes # 3 Reserves and Surplus
Authorised Capital (a) Securities Premium
50,000,000 Equity Shares of H10/- each 500,000,000 100,300,000 As per last Balance Sheet 636,405 636,405
Addition during the year 125,000,000 -
(Previous Year : 10,030,000 Equity Shares of H10/- each)
a 125,636,405 636,405
500,000,000 100,300,000
(b) Surplus in the Statement of Profit & Loss
Issued, Subscribed and Paid up Opening Balance 445,747,191 294,959,304
21,043,000 Equity Shares of H10/- each 210,430,000 100,215,000 Add: Profit for the Year 248,596,151 156,800,486
(Previous Year : 10,021,500 Equity Shares of H10/- each) 694,343,342 451,759,790
210,430,000 100,215,000 Less: Appropriations
(a) Proposed final Dividend on Equity Shares* 15,782,250 5,010,750
a) Reconciliation of number of Shares Capital (b) Tax on Dividend 3,155,661 1,001,849
(c) Conversion into Equity due to Issue of Bonus Share 100,215,000 -
Equity Shares As at 31.03.2016 As at 31.03.2015
(d) Prior Period Dividend (F.Y: 2014-15) 5,010,750 -
No. Amount (H) No. Amount (H) (e) Prior Tax on Dividend (F.Y: 2014-15) 1,001,849 -
Opening Balance 10,021,500 100,215,000 10,021,500 100,215,000 b 569,177,832 445,747,191
Add: Bonus Share Issue 10,021,500 100,215,000 - - (a+b) 694,814,237 446,383,596
Add: Preferential Allotment 1,000,000 10,000,000 - - * The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming
Closing Balance 21,043,000 210,430,000 10,021,500 100,215,000 AGM.

Notes # 4 Long-Term Borrowings


b) Rights and restriction attached to Shares Capital Secured Loan - Car Loan 2,909,047 3,767,335
The Company has one class of equity shares having a par value of H10 each. Each shareholder is eligible for one vote per share held.
Unsecured Loan - Director 617,500,000 600,000,000
The Company has declared dividend of H0.75 (i.e. 7.50%) per share during the current year and in previous year dividend was of H0.50
620,409,047 603,767,335
(i.e.5.00%) per share.
Car Loan is from Punjab National Bank, the car being the primary security.
c) Share held by holding/ultimate holding company and/or their subsidiaries/associates :
Notes # 5 Short-Term Borrowings
There is no such Share held by holding/ultimate holding company and/or their subsidiaries/associates.
Cash Credit Facilities (Secured) 1,916,797,165 917,021,333
1,916,797,165 917,021,333
d) Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2016)
Working Capital Loan has been availed under Consortium Banking arrangement from State Bank of Mysore, (Leader of Consortium) & other
During the last 5 years preceding to March 31, 2016, the Company has allotted as fully paid up Bonus share in the ratio of 1:1 on
member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank
12.10.2015 as approved by Members in the EGM held on 29.09.2015.
Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank with sharing of pari passu charge by way of
hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.
e) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Equity Shares As at 31.03.2016 As at 31.03.2015 Notes # 6 Trade Payables
No. Amount (H) No. Amount (H) Trade Payables 27,560,931 13,376,124
Monoranjan Roy: 33.20% (P.Y:29.87%) 6,986,786 69,867,860 2,993,393 29,933,930 27,560,931 13,376,124
Anushri Textile Private Limited: 0.17% (P.Y: 10.89%) 34,920 349,200 1,090,998 10,909,980
Notes # 7 Other Current Liabilities
6,986,786 69,867,860 4,084,391 40,843,910
Other Payables 133,429,505 25,919,345
133,429,505 25,919,345

Notes # 8 Short-Term Provisions


For Income Tax & others 346,609,430 205,599,790
346,609,430 205,599,790
Notes forming part of the Audited Standalone Financial Statements
Notes # 9 Fixed Assets
Tangible Assets as on 31.03.2016
Particulars Gross Block Depreciation Block Net Block
Report
Annual

As at Additions Deductions As at As at For the Deductions As at As at As at


April 1, 2015 during during the March 31, 2016 April 1, 2015 year March 31, 2016 March 31, 2016 March 31, 2015
the year year
20 1516

Electrical Equipment 7,702,862 - - 7,702,862 2,755,971 895,388 - 3,651,359 4,051,503 4,946,891


Furniture & Fixtures 23,909,609 - - 23,909,609 10,796,780 3,394,912 - 14,191,692 9,717,917 13,112,829
Office Equipment 2,095,679 - - 2,095,679 1,534,674 252,845 - 1,787,519 308,160 561,005
Building 97,049,826 - - 97,049,826 7,979,050 4,337,747 - 12,316,797 84,733,029 89,070,776
Plant & machinery 91,425,692 - - 91,425,692 31,434,591 10,858,390 - 42,292,981 49,132,711 59,991,101
Land 6,500,000 20,142,212 - 26,642,212 - - - - 26,642,212 6,500,000
Motor Vehicle 5,215,422 - - 5,215,422 1,350,273 1,000,688 - 2,350,961 2,864,461 3,865,149
TOTAL 233,899,090 20,142,212 - 254,041,302 55,851,339 20,739,970 - 76,591,309 177,449,993 178,047,751

Previous Year
Tangible Assets as on 31.03.2015
Particulars Gross Block Depreciation Block Net Block
As at Additions Deductions As at As at For the Deductions As at As at As at
April 1, 2014 during during the March 31, 2015 April 1, 2014 year March 31, 2015 March 31, 2015 March 31, 2014
the year year
Electrical Equipment 7,702,862 - - 7,702,862 1,662,701 1,691,853 - 3,354,554 4,348,308 6,040,161
Furniture & Fixtures 23,909,609 - - 23,909,609 6,215,870 4,822,453 - 11,038,323 12,871,286 17,693,739
Office Equipment 2,095,679 - - 2,095,679 1,074,369 545,026 - 1,619,395 476,284 1,021,310
Building 97,049,826 - - 97,049,826 7,207,452 4,319,006 - 11,526,458 85,523,368 89,842,374
Corporate overview | Statutory reports | Financial statements

Plant & machinery 91,425,692 - - 91,425,692 18,176,484 8,506,659 - 26,683,143 64,742,549 73,249,208
Land 6,500,000 - - 6,500,000 - - - - 6,500,000 6,500,000
Motor Vehicle 5,215,422 - - 5,215,422 - 1,629,466 - 1,629,466 3,585,956 5,215,422
TOTAL 233,899,090 - - 233,899,090 34,336,876 21,514,463 - 55,851,339 178,047,751 199,562,214






Particulars

- Others
Raw Materials
Finished Goods
Opening Balance
Deferred Tax Assets

Sundry Current Assets


Cash in Hand & at Bank
Notes # 14 Inventories
Incurred during the year

Secured, Considered Good


Notes # 15 Trade Receivables
Less: Written off during the year
Notes # 12 Deferred Tax Assets

Notes # 17 Other Current Assets


Business Advance for Acquisitions
Paul Distributors Private Limited
Priya Laboratories Private Limited
Notes # 10 Non-Current Investments

Yours Laboratories Private Limited

Notes # 16 Cash and Cash Equivalents


Notes # 13 Miscellaneous Expenditure

- Export Receivable (above six month)


In Equity Shares of Subsidiary Companies -

Notes # 11 Long-Term Loans and Advances

- Outstanding for a period exceeding six months

398,600,845
398,600,845
3,717,789
3,717,789
-
190,814,560
190,814,560
55,000,000
31.03.2016
As at

1,075,108,319
60,227,514
1,014,880,805
1,902,463,098
1,389,537,408
512,925,690
-
3,439,204
3,439,204

3,104,122
620,824
3,724,946
15,236,250

155,236,250
85,000,000
Notes forming part of the Audited Standalone Financial Statements
74 75

223,980,338
223,980,338
1,370,646
1,370,646
-
156,975,356
-
1,306,873
1,306,873
-
-
55,000,000
31.03.2015
As at
(In H)

1,056,681,086
60,227,514
996,453,572
695,659,579
538,684,223
-
-
-
15,236,250

155,236,250
85,000,000
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
76 77
Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements
(In H) (In H)
Particulars For the year ended For the year ended Particulars For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Notes # 18 Revenue From Operations Notes # 22 Change in Inventories
In Equity Shares of Subsidiary Companies - IMFL
Own Blend (IMFL) 2,549,897,706 1,548,523,113 Opening Stock of Finished Goods 225,939,757 95,775,769
Own Blend (IMIL) 1,227,494,005 - Closing Stock of Finished Goods 501,988,517 225,939,757
Traded - IMFL 2,873,214,281 2,660,260,974 (A) (276,048,760) (130,163,988)
FMCG EXPORT 996,798 60,227,514 FMCG
FMCG - Domestic 2,808,985,403 1,756,545,791 Opening Stock of Finished Goods 164,255,904 31,884,658
9,460,588,193 6,025,557,392 Closing Stock of Finished Goods 454,537,863 164,255,904
(B) (290,281,959) (132,371,246)
Notes # 19 Other Incomes Total (A+B) (566,330,719) (262,535,234)
Interest Income - 1,409,333
- 1,409,333 Notes # 23 Other Manufacturing Expenses
Sundry Manufacturing Expenses 149,503,009 109,372,132
Notes # 20 Cost of Materials Consumed 149,503,009 109,372,132
COST OF RAW MATERIALS CONSUMED (IMFL)
Opening Stock of Raw Materials 156,975,356 21,473,958 Notes # 24 Employee Benefit Expenses
Add: Purchase 2,535,680,325 1,563,063,402 Salaries and Wages 26,040,000 21,700,000
Closing Stock of Raw Materials 331,820,385 156,975,356 26,040,000 21,700,000
COST OF RAW MATERIALS CONSUMED (IMFL) 2,360,835,296 1,427,562,004
Opening Stock of Finished Goods 148,488,562 64,423,386
Notes # 25 Administrative & General Expenses
COST OF RAW MATERIALS CONSUMED 2,360,835,296 1,427,562,004
Postage & Telephone 2,063,871 1,623,034
Closing Stock of Finished Goods 282,547,512 148,488,562
Directors Remuneration 7,440,000 6,730,000
(A) 2,226,776,346 1,343,496,828
Legal Expenses 2,611,162 1,946,637
COST OF RAW MATERIALS CONSUMED (IMIL)
Organisational Expenses 13,962,440 7,883,076
Opening Stock of Raw Materials - -
Printing & Stationery 1,942,915 1,428,619
Add: Purchase 1,405,040,004 -
Rent 1,080,000 1,080,000
Closing Stock of Raw Materials 181,105,305 -
Travelling & Conveyance 6,439,292 4,616,009
COST OF RAW MATERIALS CONSUMED (IMIL) 1,223,934,699 -
Auditors' Fees 68,700 33,708
Opening Stock of Finished Goods - -
35,608,380 25,341,083
COST OF RAW MATERIALS CONSUMED 1,223,934,699 -
Closing Stock of Finished Goods 150,463,516 -
(B) 1,073,471,183 - Notes # 26 Selling and Distribution Expenses
Total Cost of Materials Consumed (A+B) 3,300,247,529 1,343,496,828 Business Promotion/Advertisement 52,621,751 46,001,563
Carriage Outwards 10,635,350 10,576,205
Discount & Rebate 6,166,087 2,362,956
Notes # 21 Purchases Godown Expenses 4,295,187 3,745,703
Purchase of IMFL – Trade 2,989,412,849 2,617,774,241 Godown Rent 600,000 600,000
Purchase of FMCG 2,850,352,901 1,763,107,277 Rebate on Sales 39,773,917 16,835,136
5,839,765,750 4,380,881,518 114,092,292 80,121,563
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
78 79
Notes forming part of the Audited Standalone Financial Statements Notes forming part of the Audited Standalone Financial Statements
(In H) Notes # 30 Related Party Disclosures (contd.)
Particulars For the year ended For the year ended c) Aggregate Related Parties Disclosures:
31.03.2016 31.03.2015 (In H)
Notes # 27 Finance Costs Subsidiary Companies 2015-16 2014-15
Finance Expense 166,927,698 70,672,884 Loan & Advances (Outstanding)
166,927,698 70,672,884 Paul Distributors Private Limited - -
Priya Laboratories Private Limited - -
Notes # 28 Miscellaneous Expenses Key Management Personnel
Written off during the Year 620,824 - Remuneration 6,600,000 6,600,000
620,824 - Unsecured Loan Taken (during the year)
Mr. Monoranjan Roy 152,500,000 300,000,000
Unsecured Loan Taken (Outstanding at the end of the Year)
(In H)
Mr. Monoranjan Roy 617,500,000 600,000,000
Particulars 2015-16 2014-15
Preferential Allotment of Share Capital
Notes # 29 Basis for calculation of Basic and Diluted Earnings per Share is as under:
Mr. Monoranjan Roy (Conversion of Unsecured Loan) 600,000,000 -
Profit after Tax as per Profit & Loss Account 248,596,151 156,800,486
Number of Equity Share at the end of year 21,043,000 10,021,500
Weighted average number of Equity Shares 14,736,522 10,021,500
(In H)
Basic Earnings per share 11.81 15.65
Particulars Year Ended
Diluted Earnings per share 16.87 15.65
Audited
Nominal Value of Shares 10.00 10.00
31-Mar-16 31-Mar-15
Notes # 31 Standalone Audited Segment-Wise Revenue, Results and Capital Employed
Notes # 30 Related Party Disclosures
1. Segment Revenue
a) Name of the related parties where control exists:
a) IMFL & IMIL 6,650,605,992 4,208,784,088
Subsidiary Companies Paul Distributors Private Limited (with effect from 21st March 2014)
b) FMCG 2,809,982,201 1,816,773,305
Priya Laboratories Private Limited (with effect from 21st March 2014)
Yours Laboratories Private Limited (With effect from 03rd July2014) Gross Income from Operations 9,460,588,193 6,025,557,392
2. Segment Results
b) Name of the Other Related Parties/
a) IMFL & IMIL 406,021,119 210,843,027
Key Managerial Personnel Mr. Monoranjan Roy (Chairman & Managing Director)
b) FMCG 134,280,039 94,822,012
Mr. Arup Thakur (Executive Director & CFO)
Total 540,301,158 305,665,039
Mr. Subrata Basu (Executive Director)
Less: Other un-allocable expenditure
c) Aggregate Related Parties Disclosures:
a) Interest 166,927,698 70,672,884
(In H) Add: a) Other un-allocable income - 1,409,333
Subsidiary Companies 2015-16 2014-15 Profit Before Tax 373,373,460 236,401,488
Sales Tax Expenses 124,777,309 79,601,002
Paul Distributors Private Limited - - Profit After Tax 248,596,151 156,800,486
Purchase/Other Manufacturing Expenses 3. Capital Employed
Priya Laboratories Private Limited 32,359,995 21,331,000 a) IMFL & IMIL 958,776,185 694,174,057
Yours Laboratories Private Limited 32,271,375 - b) FMCG 405,097,523 299,648,751
Loan & Advances [Unsecured Loan Given / (Recovered) during the year] Total Segment Capital Employed 1,363,873,708 993,822,808
Paul Distributors Private Limited - (25,000,000)
Priya Laboratories Private Limited - (16,000,000)
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
80 81
Independent Auditor’s Report

To
The Members,
Pincon Spirit Limited

We have Audited the accompanying Consolidated Financial Accounting Policies used and the reasonableness of the accounting
Statements of M/s Pincon Spirit Limited (“the Company”) and its estimates made by management, as well as evaluating the overall
Subsidiaries, which comprise the Consolidated Balance Sheet as presentation of the consolidated financial statements. We believe
at March 31, 2016, the Consolidated Statement of Profit and Loss that the Audit evidence we have obtained is sufficient and
Account and the Consolidated Cash Flow Statement for the year appropriate to provide a basis for our Audit opinion.
ended March 31, 2016, and a summary of significant Accounting
Opinion
Policies and other explanatory information.
In our opinion and to the best of our information and according to
Management’s Responsibility for the Consolidated Financial the explanations given to us, the Consolidated Financial Statements
Statements give a true and fair view in conformity with the Accounting Principles
Management is responsible for the preparation of these generally accepted in India:
Consolidated Financial Statements that give a true and fair view
a) In the case of the Consolidated Balance Sheet, of the state of
of the Consolidated Financial position, Consolidated Financial
affairs of the Company as at March 31, 2016;
performance and Consolidated Cash Flows of the Company in
b) In the case of the Consolidated Statement of Profit and Loss, of
accordance with accounting principles generally accepted in
the Profit for year ended on that date; and
Consolidated India. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and c) In the case of the Consolidated Cash Flow Statement, of the
Financial Statements presentation of the Consolidated Financial Statements that give a
true and fair view and are free from material misstatement, whether
Cash Flows for the year ended on that date.

Other Matter
due to fraud or error. We did not Audit total assets of H22.88 Crore as at March 31, 2016,
Auditor’s Responsibility total revenues of H41.89 Crore and Net Cash Inflows amounting
Our responsibility is to express an opinion on these Consolidated to H93.84 Lacs for the year ended, included in the accompanying
Financial Statements based on our Audit. We conducted our Audit Consolidated Financial Statements in respect of Subsidiaries,
in accordance with the Standards on Auditing issued by the Institute whose Financial Statements and other Financial Information have
of Chartered Accountants of India. Those Standards require that we been Audited by other Auditors and whose reports have been
comply with ethical requirements and plan and perform the Audit furnished to us. Our opinion, in so far as it relates to the affairs of
to obtain reasonable assurance about whether the Consolidated such Subsidiaries is based solely on the report of other Auditors. Our
Financial Statements are free from material misstatement. opinion is not qualified in respect of this matter.

An Audit involves performing procedures to obtain Audit evidence


about the amounts and disclosures in the Consolidated Financial
Statements. The procedures selected depend on the Auditor’s
judgment, including the assessment of the risks of material
For D.N. Misra & Co.
misstatement of the Consolidated Financial Statements, whether
Chartered Accountants
due to fraud or error. In making those risk assessments, the Auditor
Firm Registration No. 312021E
considers internal control relevant to the Company’s preparation
and presentation of the consolidated financial statements that
give a true and fair view in order to design audit procedures that Sd/-
are appropriate in the circumstances but not for the purpose of D.N. Misra
expressing an opinion on the effectiveness of the entity’s internal Place: Kolkata Proprietor
control. An Audit also includes evaluating the appropriateness of Date: 28.04.2016 Membership No.:050440
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
82 83
Consolidated Balance Sheet as at 31.03.2016 Consolidated Statement of Profit and Loss for the year ended 31.03.2016
(In H) (In H)
Particulars Note No. As at As at Particulars Note No. For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
EQUITY AND LIABILITIES INCOME
Shareholder’s Funds Revenue from Operations 19 9,875,965,624 6,921,950,441
Share Capital 2 210,430,000 100,215,000 Other Incomes 20 3,567,104 7,601,820
Reserves and Surplus 3 712,041,264 457,159,795 Total Revenue (I +II) 9,879,532,728 6,929,552,261
Minority Interest 4 62,834,931 59,902,058 EXPENSES
Non-Current Liabilities Cost of Materials Consumed 21 3,301,544,908 1,450,964,747
Long Term Borrowings 5 626,659,047 622,767,335 Purchase 22 6,155,557,100 5,115,749,200
Current Liabilities Change in inventories 23 (550,760,310) (280,226,464)
Short-Term Borrowings 6 1,916,797,165 917,021,333
Other Manufacturing Expenses 24 179,135,552 124,393,544
Trade Payables 7 70,901,368 99,251,149
Employee Benefit Expenses 25 41,632,410 33,862,398
Other Current Liabilities 8 151,725,837 39,780,698
Administrative & General Expenses 26 54,558,440 39,087,974
Short-Term Provisions 9 360,428,237 222,801,184
Selling & Distribution Expenses 27 115,769,855 89,442,638
TOTAL 4,111,817,849 2,518,898,552
Finance Costs 28 167,006,772 70,791,677
ASSETS
Depreciation and Amortization Expense 10 23,079,995 24,417,418
Non-Current Assets
Preliminary expenses 29 646,171 25,347
Fixed Assets
Total Expenses (II) 9,488,170,893 6,668,508,479
Tangible Assets 10 199,194,252 200,219,846
Profit before Tax (I - II)=III 391,361,835 261,043,782
Capital Work in progress 40,116,135 -
Intangible Assets 11 88,272,806 88,272,806 Tax Expense:

Long-Term Loans and Advances 12 193,697,677 2,883,117 (1) Current tax 131,765,531 87,638,976
Deferred Tax Assets (Net) 13 9,461,294 11,077,747 (2) Deferred Tax Liability/(Assets) 1,616,453 1,222,514
Miscellaneous 14 3,149,468 70,693 (3) Minority Interest (Post Subsidiary) 2,932,873 5,611,031
Current Assets Profit/ (Loss) for the Period (VI-VII) 255,046,978 166,571,261
Inventories 15 2,009,006,501 819,070,771 Earnings per equity share of face value of H10 each
Trade Receivables 16 1,131,439,390 1,129,029,805 1) Basic 30 12.12 16.62
Cash and Cash Equivalents 17 4,904,913 11,203,997 2) Diluted 30 17.30 16.62
Other Current Assets 18 432,575,413 257,069,770 SIGNIFICANT ACCOUNTING POLICIES 1
TOTAL 4,111,817,849 2,518,898,552 The accompanying notes form an integral part of the Consolidated Financial Statements
Significant Accounting Policies 1
As per our report of even date attached For and on behalf of the Board
The accompanying notes form an integral part of the Consolidated Financial Statements
Sd/-
As per our report of even date attached For and on behalf of the Board
For D.N. Misra & Co. Monoranjan Roy
Sd/- Chartered Accountants Chairman & Managing Director
For D.N. Misra & Co. Monoranjan Roy Firm Registration No. 312021E (DIN: 02275811)
Chartered Accountants Chairman & Managing Director
Firm Registration No. 312021E (DIN: 02275811) Sd/- Sd/- Sd/-
D.N. Misra Arup Thakur Aditya Karwa
Sd/- Sd/- Sd/- Proprietor Executive Director & CFO Company Secretary
D.N. Misra Arup Thakur Aditya Karwa Membership No.:050440 (DIN: 03476120)
Proprietor Executive Director & CFO Company Secretary
Place: Kolkata
Membership No.:050440 (DIN: 03476120)
Date: 28.04.2016
Place: Kolkata
Date: 28.04.2016
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
84 85
Consolidated Cash Flow Statement for the year ended 31.03.2016 Notes forming part of the Audited Consolidated Financial Statements
(In H)
Particulars For the year ended For the year ended NOTE # 1
31.03.2016 31.03.2015 A. CORPORATE INFORMATION
A. CASH FLOW FROM OPERATING ACTIVITIES: Pincon Spirit Limited (referred to as “PSL” or “the Company”) (CIN No: L67120WB1978PLC031561) is a public company domiciled in India
Net Profit before tax 391,361,835 261,043,782 and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on The Calcutta Stock Exchange Limited & BSE
Adjustments for: Limited in India. The Company is engaged in carrying on the Business of Blending, Bottling & Wholesale Distribution of Indian Made
Depreciation 23,079,995 24,417,418 Foreign Liquor (“IMFL”), Indian Made Indian Liquor (“IMIL”) & Refining, Packaging, & Wholesale Distribution of Fast Moving Consumer
Interest Paid 167,006,772 70,791,677 Goods (“FMCG”).
Miscellaneous Expenses 646,171 25,347
B. SIGNIFICANT ACCOUNTING POLICIES
Operating Profit before Working capital changes 582,094,773 356,278,224
Adjustments for: a. Basis of Preparation of the Financial Statements
(Increase) / Decrease in Inventories (1,189,935,730) (501,090,418) The Financial Statements have been prepared in compliance with the Generally Accepted Accounting Principles in India (“Indian
(Increase)/ Decrease in Account Receivable (2,409,585) (848,122,217) GAAP”) and the Accounting Standards notified under relevant provisions of the Companies Act, 2013.
(Increase)/ Decrease in Loans & Advances (175,505,643) 108,803,394 These Financial Statements have been prepared on accrual basis under historical cost convention and are presented in Indian
Increase/ (Decrease) in Account Payables 221,222,411 169,949,993 Rupees, rounded off to the nearest Rupee.
Cash Generated from Operations (564,533,774) (714,181,024)
b. Use of Estimates
Tax Paid (131,765,531) (87,638,976)
The preparation of the Financial Statements in conformity with the Indian GAAP requires Management of the Company to make
Net Cash from Operating Activities (696,299,305) (801,820,000)
estimates, judgments and assumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent
B. CASH FLOW FROM INVESTING ACTIVITIES:
liabilities as on the date of the financial statements and the reported amount of revenues and expenses during the reporting period.
Tangible Assets (22,054,401) -
Any difference between the actual results and estimates are recognised in the period in which the results are known / materialised.
Intangible Assets - (84,648,036)
Capital Working in Progress (40,116,135) - c. Fixed Assets
Long-Term Loans and Advances (190,814,560) 52,889,582 i. Tangible Assets
Miscellaneous Expenses (3,724,946) - Tangible Assets are stated at cost, net of taxes, discounts plus revaluations, if any, less accumulated depreciation & impairment
Net Cash from Investing Activities (256,710,042) (31,758,454) loss, if any.
C. CASH FLOW FROM FINANCING ACTIVITIES: The Cost includes the purchase price plus other attributable costs for bringing the assets to its working condition for intended
Proceeds of Equity Share issue (including Premium) 135,000,000 - use.
Minority Interest 319,000,000 Any subsequent expenditure relating to the Tangible Assets which increase the future benefits are added to the book value of
Proceeds of Unsecured Loans 4,750,000 595,680,731 the tangible assets.
Proceeds of Secured Loans 998,917,544 (70,791,677) Expenditure relating Tangible Assets that are not ready for their intended use are disclosed under Capital Work-in-Progress.
Interest Paid (167,006,772) (6,012,599)
ii. Intangible Assets
Dividends paid (including corporate dividend tax) (24,950,509) 837,876,455
Initial recognition of Intangible Assets are at cost less accumulated amortisation and accumulated impairment loss, if any.
Net Cash from Financing Activities 946,710,263 843,487,486
Internally generated Intangible Assets, excluding capitalised development costs, are not capitalised and expenditure is
Net Increase/(Decrease) in Cash and Cash equivalents (6,299,084) 4,298,001
reflected in the Statement of Profit & Loss for the year in which the expenditure is incurred. Amortisation of Intangible Assets
Cash and Cash equivalents as at 1st April(Opening Balance) 11,203,997 6,905,996
are done on a straight-line basis over the estimated useful economic life.
Cash and Cash equivalents as at 31st March(Closing Balance) 4,904,913 11,203,997
d. Leases
As per our report of even date attached For and on behalf of the Board
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
Sd/-
leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the
For D.N. Misra & Co. Monoranjan Roy
period of lease.
Chartered Accountants Chairman & Managing Director
Firm Registration No. 312021E (DIN: 02275811) e. Depreciation & Amortisation
In Tangible Fixed Assets (other than freehold land & capital work-in-progress), acquired during the year, depreciation / amortisation
Sd/- Sd/- Sd/- is charged on Written Down Method so as to write off the cost of the Assets over the useful lives and in regard to the Tangible Assets
D.N. Misra Arup Thakur Aditya Karwa acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life as prescribed in
Proprietor Executive Director & CFO Company Secretary Schedule II of the Companies Act 2013.
Membership No.:050440 (DIN: 03476120)

Place: Kolkata
Date: 28.04.2016
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
86 87
Notes forming part of the Audited Consolidated Financial Statements Notes forming part of the Audited Consolidated Financial Statements
f. Impairment q. Earnings per Share (EPS)
In case an asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged Basic EPS is arrived at based on Net Profit after Taxation available to equity shareholders to the weighted average number of equity
to the Profit and Loss Statement in the year in which an asset is identified as impaired. The impairment loss recognised in prior shares outstanding during the year. The Diluted EPS is calculated on the same basis as Basic EPS, after adjusting for the effects of
accounting period is reversed if there has been a change in the estimate of recoverable amount. potential dilutive equity shares unless impact is anti-dilutive.

g. Investments r. Provisions
Current investments are carried at lower of cost and quoted/fair value, computed category-wise. Non-Current investments are stated A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow
at cost. Provision for diminution in the value of Non-Current investments is made only if such a decline is other than temporary. of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions, other than
employee benefits, are not discounted to their present value and are determined based on management estimate required to
h. Inventories
settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current
Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories
management estimates.
comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to
their respective present location and condition. s. Contingent Liabilities/Assets
No provision is made for liabilities which are contingent in nature. Provision is made for those contingencies which are likely to
i. Employee Benefits
materialize into liabilities after the year end till the date of finalization of accounts and have material effect on the position stated in
There is no employee who is in receipt of remuneration in excess of the limits specified.
the Balance Sheet.
j. Revenue Recognition Contingent liabilities are not recognised but disclosure of its existence is done in the Financial Statements. A contingent asset is
Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably neither recognised nor disclosed in the Financial Statements.
measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, tax, excise duty,
adjusted for discounts (net).
Dividend income, if any, is recognised when right to receive payment is established.
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate
applicable.

k. Borrowing Costs
Borrowing costs consist of interest and other ancillary costs than an entity incurs in connection with borrowing of funds, Ancillary
costs incurred in connection with the arrangement of borrowings are amortized over the tenure of borrowing.

l. Foreign Currency Transactions


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

m. Cash and Cash Equivalents


Cash and Cash Equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with
original maturities of three months or less.

n. Conservation of Energy & Technology absorption


In view of the activities of the Company, the matters related to conservation of Energy & Technology are not applicable to the
Company.

o. Due to Micro/ Small Industrial Enterprises


The Company has not received any information from any of the suppliers of their being a micro/ small scale industrial enterprise,
hence the amount due to such units outstanding as at the year ended 31.03.2016 is not ascertainable.

p. Income Tax
Provision is made for Income Tax on a yearly basis under the tax payable method based on tax liability as computed after taking
credit for allowances, expenses. In case of matters under appeal due to disallowance or otherwise, full provision is made when the
liabilities are accepted. Deferred Tax is recognized on timing differences between taxable income and accounting income subject
to a consideration of prudence.
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
88 89
Notes forming part of the Audited Consolidated Financial Statements Notes forming part of the Audited Consolidated Financial Statements
(In H) (In H)
Particulars As at As at Particulars As at As at
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Notes # 2 Share Capital Notes # 3 Reserves and Surplus
Authorised Capital (a) Securities Premium
50,000,000 Equity Shares of H10/- each 500,000,000 100,300,000 As per last Balance Sheet 636,405 636,405
(Previous Year : 10,030,000 Equity Shares of H10/- each) 500,000,000 100,300,000 Addition during the year 125,000,000 -
Issued, Subscribed and Paid up a 125,636,405 636,405
21,043,000 Equity Shares of H10/- each 210,430,000 100,215,000 (b) Surplus in the Statement of Profit & Loss
(Previous Year : 10,021,500 Equity Shares of H10/- each) 210,430,000 100,215,000 Opening Balance 456,523,390 295,964,728
Add: Profit for the Year 255,046,978 166,571,261
a) Reconciliation of number of Shares Capital
711,570,368 462,535,989
Equity Shares As at 31.03.2016 As at 31.03.2015
Less: Appropriations
No. Amount (H) No. Amount (H)
(a) Proposed final Dividend on Equity Shares* 15,782,250 5,010,750
Opening Balance 10,021,500 100,215,000 10,021,500 100,215,000
(b) Tax on Dividend 3,155,660 1,001,849
Add: Bonus Share Issue 10,021,500 100,215,000 - -
(c) Conversion into Equity due to Issue of Bonus Share 100,215,000 -
Add: Preferential Allotment 1,000,000 10,000,000 - -
Closing Balance 21,043,000 210,430,000 10,021,500 100,215,000 (d) Prior Period Dividend (F.Y: 2014-15) 5,010,750 -
(e) Prior Tax on Dividend (F.Y: 2014-15) 1,001,849 -
b) Rights and restriction attached to Shares Capital b 586,404,859 456,523,390
The Company has one class of equity shares having a par value of H10 each. Each shareholder is eligible for one vote per share held. (a+b) 712,041,264 457,159,795
The Company has declared dividend of H0.75 (i.e. 7.50%) per share during the current year and in previous year dividend was of H0.50
* The Board of Directors have recommended final dividend for the F.Y: 2015-16 of H0.75 Per Equity Share subject to approval in the forthcoming
(i.e. 5.00%) per share.
AGM.
c) Share held by holding/ultimate holding company and/or their subsidiaries/associates :
There is no such Share held by holding/ultimate holding company and/or their subsidiaries/associates. Notes # 4 Minority Interest
Minority Interest 62,834,931 59,902,058
d) Shares allotted as fully paid up by way of bonus shares (during 5 years preceding March 31, 2016)
62,834,931 59,902,058
During the last 5 years preceding to March 31, 2016, the Company has allotted as fully paid up Bonus share in the ratio of 1:1 on
12.10.2015 as approved by Members in the EGM Held on 29.09.2015.

e) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company Notes # 5 Long-Term Borrowings
Equity Shares As at 31.03.2016 As at 31.03.2015 Secured Loan - Car Loan 2,909,047 3,767,335
No. Amount (H) No. Amount (H) Unsecured Loan - Director 623,750,000 619,000,000
Monoranjan Roy: 33.20% (P.Y:29.87%) 6,986,786 69,867,860 2,993,393 29,933,930 626,659,047 622,767,335
Anushri Textile Private Limited: 0.17% (P.Y: 10.89%) 34,920 349,200 1,090,998 10,909,980 Car Loan is from Punjab National Bank, the car being the primary security.
6,986,786 69,867,860 4,084,391 40,843,910
Particulars

Trade Payables

Other Payables
Security Deposit
Report
Annual

For Income Tax & others


Notes # 7 Trade Payables
Cash Credit Facilities (Secured)
20 1516

Notes # 9 Short-Term Provisions


Notes # 8 Other Current Liabilities
Notes # 6 Short-Term Borrowings

hypothecation of present & future Currents Assets of the Company, consisting of Stock & Book Debts.
Corporate overview | Statutory reports | Financial statements

360,428,237
360,428,237
151,725,837
-
151,725,837
70,901,368
70,901,368
1,916,797,165
1,916,797,165
31.03.2016
As at
Notes forming part of the Audited Consolidated Financial Statements

222,801,184
222,801,184
39,780,698
1,000,000
38,780,698
99,251,149
99,251,149
917,021,333
917,021,333
31.03.2015
As at
(In H)

Limited, Tamilnad Mercantile Bank Limited, Corporation Bank, Vijaya Bank, Indian Overseas Bank ,with sharing of pari passu charge by way of
Working Capital Loan has been availed under Consortium Banking arrangement, from State Bank of Mysore, (Leader of Consortium) & other
member banks being State Bank of Hyderabad, State Bank of Travancore, Bank of India, Andhra Bank, Punjab National Bank, Laxmi Vilas Bank

Notes forming part of the Audited Consolidated Financial Statements


Notes # 10 Fixed Assets
Tangible Assets as on 31.03.2016
Particulars Gross Block Depreciation Block Net Block
As at Additions Deductions As at As at For the Deductions As at As at As at
April 1, 2015 during during the March 31, 2016 April 1, 2015 year March 31, 2016 March 31, 2016 March 31, 2015
the year year
Electrical Equipment 10,332,729 - - 10,332,729 4,617,454 1,034,466 - 5,651,920 4,680,809 5,715,275
Furniture & Fixtures 26,694,464 - - 26,694,464 13,147,502 3,507,310 - 16,654,812 10,039,652 13,546,962
Office Equipment 3,088,435 - - 3,088,435 2,400,022 287,325 - 2,687,347 401,088 688,413
Building 103,427,618 - - 103,427,618 11,517,984 4,614,252 - 16,132,236 87,295,382 91,909,634
Plant & machinery 119,831,500 - - 119,831,500 52,352,575 12,213,687 - 64,566,262 55,265,238 67,478,925
Land 15,384,490 22,054,401 - 37,438,891 - - - - 37,438,891 15,384,490
Motor Vehicle 9,544,163 - - 9,544,163 4,048,016 1,422,955 - 5,470,971 4,073,192 5,496,147
TOTAL 288,303,399 22,054,401 - 310,357,800 88,083,553 23,079,995 - 111,163,548 199,194,252 200,219,846

Previous Year
Tangible Assets as on 31.03.2015
Particulars Gross Block Depreciation Block Net Block
As at Additions Deductions As at As at For the Deductions As at As at As at
April 1, 2014 during during the March 31, 2015 April 1, 2014 year March 31, 2015 March 31, 2015 March 31, 2014
the year year
Electrical Equipment 10,332,729 - - 10,332,729 2,755,787 1,861,667 - 4,617,454 5,715,275 7,576,942
Furniture & Fixtures 26,694,464 - - 26,694,464 8,173,385 4,974,117 - 13,147,502 13,546,962 18,521,079
Office Equipment 3,088,435 - - 3,088,435 1,804,463 595,559 - 2,400,022 688,413 1,283,972
Building 103,427,618 - - 103,427,618 6,892,636 4,625,348 - 11,517,984 91,909,634 96,534,982
Plant & machinery 119,831,500 - - 119,831,500 42,191,098 10,161,477 - 52,352,575 67,478,925 77,640,402
Land 15,384,490 - - 15,384,490 - - - - 15,384,490 15,384,490
Motor Vehicle 9,544,163 - - 9,544,163 1,848,766 2,199,250 - 4,048,016 5,496,147 7,695,397
TOTAL 288,303,399 - - 288,303,399 63,666,135 24,417,418 - 88,083,553 200,219,846 224,637,264
90 91
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
92 93
Notes forming part of the Audited Consolidated Financial Statements Notes forming part of the Audited Consolidated Financial Statements
(In H) (In H)
Particulars As at As at Particulars For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Notes # 11 Intangible Assets Notes # 19 Revenue From Operations
Goodwill 88,272,806 88,272,806 Own Blend (IMFL) 2,614,529,075 1,696,064,741
88,272,806 88,272,806 Own Blend (IMIL) 1,227,494,005 -
Traded - IMFL 3,223,960,343 3,409,112,395
Notes # 12 Long-Term Loans and Advances FMCG Export 996,798 60,227,514
Business Advance for Acquisitions 190,814,560 - FMCG - Domestic 2,808,985,403 1,756,545,791
Security Deposit 2,303,117 2,303,117 9,875,965,624 6,921,950,441
Deposit With Excise Dept. 580,000 580,000
193,697,677 2,883,117
Notes # 20 Other Incomes
Other Incomes 3,567,104 6,192,487
Notes # 13 Deferred Tax Assets Interest Income - 1,409,333
Deferred Tax Assets 9,461,294 11,077,747 3,567,104 7,601,820
9,461,294 11,077,747

Notes # 21 Cost of Materials Consumed


Notes # 14 Miscellaneous Expenditure COST OF RAW MATERIALS CONSUMED (IMFL)
Opening Balance 70,693 96,040 Opening Stock of Raw Materials 158,272,736 21,473,958
Incurred during the year 3,724,946 - Add: Purchase 2,535,680,324 1,671,828,701
Less: Written off during the year 646,171 25,347 Closing Stock of Raw Materials 331,820,385 158,272,736
3,149,468 70,693 COST OF RAW MATERIALS CONSUMED (IMFL) 2,362,132,675 1,535,029,923
Opening Stock of Finished Goods 148,488,562 64,423,386
Notes # 15 Inventories COST OF RAW MATERIALS CONSUMED 2,362,132,675 1,535,029,923
Raw Materials 512,925,690 158,272,736 Closing Stock of Finished Goods 282,547,512 148,488,562
Finished Goods 1,496,080,811 660,798,035 (A) 2,228,073,725 1,450,964,747
2,009,006,501 819,070,771 COST OF RAW MATERIALS CONSUMED (IMIL)
Opening Stock of Raw Materials - -
Add: Purchase 1,405,040,004 -
Notes # 16 Trade Receivables
Closing Stock of Raw Materials 181,105,305 -
Secured, Considered Good
COST OF RAW MATERIALS CONSUMED (IMIL) 1,223,934,699 -
- Outstanding for a period exceeding six months - -
Opening Stock of Finished Goods - -
- Others 1,071,211,876 1,068,802,291
COST OF RAW MATERIALS CONSUMED 1,223,934,699 -
- Export Receivable (above six month) 60,227,514 60,227,514
Closing Stock of Finished Goods 150,463,516 -
1,131,439,390 1,129,029,805
(B) 1,073,471,183 -
Cost of Materials Consumed (A+B) 3,301,544,908 1,450,964,747
Notes # 17 Cash and Cash Equivalents
Cash in Hand & at Bank 4,904,913 11,203,997
4,904,913 11,203,997 Notes # 22 Purchases
Purchase of IMFL 3,305,204,199 3,352,641,923
Notes # 18 Other Current Assets Purchase of FMCG 2,850,352,901 1,763,107,277
Sundry Current Assets 432,575,413 257,069,770 6,155,557,100 5,115,749,200
432,575,413 257,069,770
Annual
Report 20 1516 Corporate overview | Statutory reports | Financial statements
94 95
Notes forming part of the Audited Consolidated Financial Statements Notes forming part of the Audited Consolidated Financial Statements
(In H) (In H)
Particulars For the year ended For the year ended Particulars For the year ended For the year ended
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Notes # 23 Change in Inventories Notes # 27 Selling and Distribution Expenses
IMFL Business Promotion/Advertisement 52,967,579 46,142,071
Opening Stock of Finished Goods 348,053,569 200,198,351 Carriage Outwards 10,635,350 10,576,205
Closing Stock of Finished Goods 608,531,920 348,053,569 Discount & Rebate 6,166,087 2,362,956
(A) (260,478,351) (147,855,218) Godown Expenses 4,295,187 3,745,703
FMCG Godown Rent 600,000 600,000
Opening Stock of Finished Goods 164,255,904 31,884,658 Rebate on Sales 39,773,917 24,592,283
Closing Stock of Finished Goods 454,537,863 164,255,904 Salesman Commission 232,540 270,755
(B) (290,281,959) (132,371,246) Breakage Replacement A/c 622,452 261,805
Incidental Charge Refund A/c 69,603 128,075
Total (A+B) (550,760,310) (280,226,464)
Loading & Unloading Charges 407,140 762,785
115,769,855 89,442,638
Notes # 24 Other Manufacturing Expenses
Sundry Manufacturing Expenses 179,135,552 124,393,544
179,135,552 124,393,544 Notes # 28 Finance Costs
Finance Expense 167,006,772 70,791,677
167,006,772 70,791,677
Notes # 25 Employee Benefit Expenses
Salaries and Wages 41,632,410 33,862,398
41,632,410 33,862,398
Notes # 29 Miscellaneous Expenses
Written off during the year 646,171 25,347
Notes # 26 Administrative & General Expenses 646,171 25,347
Audit Fees 290,049 255,057
Books & Periodicals 750 450 (In H)
Directors Remuneration 7,860,000 7,150,000
Particulars 2015-16 2014-15
Donation & Subscription 202,833 115,424
Notes # 30 Basis for calculation of Basic and Diluted Earnings per Share is as under:
Legal Expenses 2,614,842 1,987,452
Profit after Tax as per Profit & Loss Account 255,046,978 166,571,261
Staff Welfare 396,153 428,958
Number of Equity Share at the end of year 21,043,000 10,215,000
Organizational Expenses 22,285,905 14,353,592
Business Development 148,764 1,120 Weighted average number of Equity Shares 14,736,522 10,215,000
Travelling & Conveyance 9,678,919 8,186,524 Basic Earnings per share 12.12 16.62
General Expenses 721,058 678,880 Diluted Earnings per share 17.30 16.62
Promotional Marketing 2,918,356 92,541 Nominal Value of Shares 10.00 10.00
Rates & Taxes 6,079,874 4,617,530
Rent 1,360,937 1,220,446
54,558,440 39,087,974
AnnualAnnual15
ReportReport16 20 20Corporate
15
16 Corporate overview
overview | Statutory
| Statutory reports reports | Financial
| Financial statements
statements

Bringing superior
Notes
Notes forming
forming part part ofAudited
of the the Audited Consolidated
Consolidated Financial
Financial Statements
Statements
IMFL attributes to
the IMIL space
Notes #Notes
a) Name

# 31 Related
31 Related
a) ofName
Subsidiary
Subsidiary
Party Disclosures
Party Disclosures
of the parties
the related related where
Companies
Companies
partiescontrol
where control
exists: exists:
Paul Distributors
Paul Distributors Private Limited
Private Limited (withfrom
(with effect effect from
21st 21st2014)
March March 2014)
06
Priya Laboratories
Priya Laboratories Private Limited
Private Limited (withfrom
(with effect effect from
21st 21st2014)
March March 2014)
Yours Laboratories
Yours Laboratories Private Limited
Private Limited (Withfrom
(With effect effect
03rdfrom 03rd July2014)
July2014)

b) b) ofName
Name of theRelated
the Other Other Related
Parties/Parties/
Key Managerial
Key Managerial Personnel Personnel Mr. Monoranjan
Mr. Monoranjan Roy (Chairman
Roy (Chairman & Managing
& Managing Director)Director)
Mr. ArupMr. Arup(Executive
Thakur Thakur (Executive
DirectorDirector
& CFO) & CFO)
How Pincon has strengthened its

credentials as an Opportunity- Mr. Mr.
Subrata Subrata
Basu Basu (Executive
(Executive Director)
Director)
responsive company

04
c) Aggregate
c) Aggregate RelatedRelated Parties Disclosures:
Parties Disclosures:
(In H) (In H)
Subsidiary
Subsidiary Companies
Companies 2015-162015-16 2014-152014-15
Sales Sales
Making the
Paul Distributors
Paul Distributors Private Limited
Private Limited
Chairman’s
review
Vision
To make - -
liquor - -
consumption leap
happen
Purchase/Other
Purchase/Other
Priya Laboratories
Priya Laboratories
Yours Laboratories
Manufacturing
Manufacturing
Private Limited
Yours Laboratories
Expenses
Expenses
Private Limited
Private Limited
Private Limited
14 consumption
safe, 32,359,995
hygienic
32,359,995
and responsible
32,271,375
32,271,375
21,331,000
21,331,000
- -
Pincon’s biggest contribution has been in
Loan &the
graduating Loan & Advances
Advances
consumer [Unsecured
[Unsecured Loan
at the bottom Loan/ Given
Given
of the / (Recovered)
(Recovered) during
during the the year]
year]
consumption pyramid to a superior product
Paul Distributors
Paul Distributors Private Limited
Private Limited - - (25,000,000)
(25,000,000)

08
Priya Laboratories
Priya Laboratories Private Limited
Private Limited - - (16,000,000)
(16,000,000)
Loan & Advances
Loan & Advances (Outstanding)
(Outstanding)
Paul Distributors
Paul Distributors Private Limited
Private Limited - - - -
Forward-looking statement
Priya Laboratories
Priya Laboratories Private Limited
Private Limited - - - -
In this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This
report and Key other Key Management
Management
statements- Personnel
written Personnel
and oral- that we periodically make contain forward looking statements that set out anticipated results based on the
management plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’,
Remuneration Remuneration 6,600,000
‘projects’, ‘intends’, ‘plans’, ‘beliefs’ and ‘words of similar substance in connection with any discussion of future performance. We cannot guarantee
6,600,000
that these
6,600,000
6,600,000
forward looking
Unsecuredstatements
Unsecured
Loan willTaken
beLoan
realised, although
Taken
(during theweyear)
(duringbelieve
thewe have been prudent in our assumptions. The achievements of results are subject to risk,
year)
uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate,
couldMr.
Mr. Monoranjan
actual; results varyMonoranjan
Roy from Roy
materially obligation152,500,000
those anticipated, estimated or projected. Readers should bear this in mind. We undertake no 152,500,000 to publicly 300,000,000
300,000,000
update any forward-looking statement, whether as a result of new information, future events or otherwise.
Unsecured
Unsecured Loan(Outstanding
Loan Taken Taken (Outstanding at the
at the end endYear)
of the of the Year)
Mr. Monoranjan
Mr. Monoranjan Roy Roy 617,500,000
612,500,000 600,000,000
600,000,000
Preferential
Preferential Allotment
Allotment of ShareofCapital
Share Capital
Mr. Monoranjan
Mr. Monoranjan Roy (Conversion
Roy (Conversion of Unsecured
of Unsecured Loan) Loan) 600,000,000
135,000,000 - -

Contents
Opportunity-responsive 04 Bringing IMFL attributes to IMIL space 06 Making the consumption leap happen 08
An insight into the corporate 10 Our corporate journey 12 Chairman’s review 14 Our robust business model 16
Company review 17 Management discussion and analysis 18 Managing business uncertainties 24 Statutory A PRODUCT
info@trisyscom.com
section 26 Balance Sheet and P&L Account 61
What makes
Pincon Spirit
Limited one of
the most exciting
liquor companies
in India today?
38th Annual
Report 20 16
PINCON SPIRIT LIMITED 15
PINCON SPIRIT LIMITED
www.pinconspirit.in