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Pioneer Investcorp Directors Report, Pioneer Invest Reports by Directors
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Pioneer Investcorp
BSE: 507864|ISIN: INE746D01014|SECTOR: Finance - Leasing & Hire Purchase
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Directors Report Year End : Mar '12    « Mar 11
The Directors have pleasure in presenting their Twenty Seventh Annual
 Report on the business and operations of the Company along with the
 Audited Statements of Accounts for the year ended 31st March, 2012.
 
 Financial Highlights                          2011-2012     2010-2011
                                            (Rs.in lakhs)   (Rs.in lakhs)
 
 Profit before Extraordinary Items              1033.68        2131.65
 
 Less : Extraordinary Item                       289.97            -
 
 Profit before Tax                               743.71        2131.65
 
 Less:- Provision for Tax                        320.00         725.00
 
 Add :- Deferred Tax Assets                      194.43           4.91
 
 Less: Short provision for tax of 
 earlier year                                    222.43          22.67
 
 Net Profit after Tax                            395.71        1388.89
 
 Add: Balance Brought Forward from 
 the Previous Financial Year                    1988.79        1243.31
 
 Less: Proposed Dividend                          61.49         123.39
 
 Less: Tax on Proposed Dividend                    9.97          20.02
 
 Less: Transfer to General Reserve                  -           500.00
 
 Balance Carried Forward to Balance Sheet       2313.04        1988.79
 
 Performance Review
 
 After two years of strong growth, the Indian economy came under
 pressure in the Financial Year 2011-12.  The Gross Domestic Product
 (GDP) growth rate fell to 6.1% during the December quarter, the lowest
 in almost three years. As a consequence of the resulting uncertain
 economic environment, global investors withdrew their capital from the
 Indian markets. The net investment by Foreign Institutional Investors
 (FIIs) in Indian stock markets during Financial Year 2011-12 was the
 lowest in the last three years at Rs.47,935 crore. This movement also
 triggered the weakening of the Indian Rupee with Dollar - Rupee
 exchange rate moving from INR 44.5 = 1 USD to INR 57.22 = 1 USD during
 1st quarter of Financial Year 2012-13.
 
 The Indian capital markets also suffered during Financial Year 2011-12
 providing negative returns for the first time in three years. The
 subdued sentiments of the domestic investors is reflected in the fact
 that even mutual funds were net sellers in the equity markets to the
 tune of Rs.1,280 crore during this year.
 
 High interest rates prevailing in the debt markets diverted flows from
 equity markets to debt markets.  During Financial Year 2011-12, a total
 of about 9.5 lakh new investor accounts were opened in the country,
 which is almost half of about 19 lakh new accounts opened during
 previous Financial Year 2010-11. The pressures on the capital markets
 are further highlighted by the Initial Public Offering (IPO) statistics
 for the year; during Financial Year 2011-12 (34 Companies) raised only
 Rs. 5,892.88 crore - the second lowest since Financial Year 2004-05.
 
 While the Government of India has proposed various initiatives to
 alleviate the prevailing situation such as allowing Qualified Foreign
 Investors (QFIs) to access Indian Corporate Bond Market and simplifying
 the process of IPOs, the challenges offered by an uncertain global
 situation and delays in domestic policy implementation could prolong
 the misery of the Indian economy.
 
 Despite a volatile economic and market environment during the year, the
 Company is maintaining its relationship with its existing clientele by
 providing financial advisory services including Equity, Debt and Bonds
 placements and dynamically building new relationship in its portfolio
 of clients to enable the Company to take advantage of future
 opportunities as and when economic conditions improve.
 
 The Indian economy slowdown factors affected both the standalone and
 consolidated top and bottom line of the Company. Standalone total
 income for the year under review, reduced to Rs. 3797.68 lakhs as against
 Rs. 4871.02 lakhs and Profit before tax reduced to Rs. 743.71 lakhs as
 against Rs. 2131.65 lakhs, and Consolidated Revenue from Total Income
 reduced to Rs. 6641.75 lakhs as against Rs. 8930.11 lakhs and the Profit
 before Tax reduced to Rs. 1065.73 lakhs as against Rs. 2656.93 lakhs, for
 the previous year.
 
 Coal Consultancy
 
 The coal consultancy division of the Company continued it''s offering
 Coal Consultancy Services as part of the Investment Banking services.
 The said division has clocked revenues to the tune of Rs. 678 lakhs
 during the year under review as against revenues ofRs. 475 lakhs, for the
 previous year.
 
 Share Capital
 
 During the year under review, the Company has not issued Equity Shares
 consequently, the issued, subscribed and paid up Equity Share Capital
 remains to Rs. 1229.69 lakhs as of March 31st, 2012.
 
 Dividend
 
 During the year under review, due to a lower net profit and to conserve
 resources, the Board of Directors of the Company, has for the year
 ended March 31st, 2012, recommended a dividend @ 5% percent (paise 50
 (fifty) per Equity Share of face value of Rs. 10/- each), subject to
 approval of the shareholders at the Annual General Meeting. The
 dividend, if declared as above, would involve an outflow of Rs. 61.48
 lakhs towards dividend, and Rs. 9.97 lakhs towards dividend tax,
 resulting in a total outflow of Rs. 71.45 lakhs.
 
 Subsidiary Companies
 
 During the year under review, the Company has eight Wholly Owned
 Subsidiaries including one overseas subsidiary.
 
 The Company has withdrawn the application for license from Monetary
 Authority of Singapore (MAS) for its Singapore operations and existed
 its operations, considering global gloomy business environment.
 
 The Management has restructured human resources in its Institutional
 broking and Equity Research operations of Infinity.Com Financial
 Securities Ltd., due to falling volumes in equity market, cost
 escalation and stiff competition.
 
 The Company''s subsidiary PINC Energy Resources Pvt. Ltd., engaged in
 coal trading and trading in other commodities has clocked turnover of Rs.
 16462.00 lakhs and revenues to the tune of Rs. 65.00 lakhs.
 
 Consolidated Financial Statements
 
 In terms of General Circular of Ministry of Corporate Affairs (MCA)
 granting exemption to all the Companies having subsidiaries, not to
 attach to the Holding Company''s Balance Sheet, Accounts and other
 documents of all its existing subsidiaries, including its overseas
 subsidiaries, the Board of Directors of the Company has resolved not to
 publish and attach copies of the standalone Annual Audited Accounts of
 all its existing subsidiaries, including its overseas subsidiary, and
 instead to publish the Consolidated Accounts. Copies of the Annual
 Audited Accounts of all its existing subsidiaries, including its
 overseas subsidiary, can also be sought by a member of the Company on
 making a written request to the Company in this regard. The Accounts of
 these subsidiaries are also available for inspection for members of the
 Company at the Registered Office of the Company. The Company has
 attached the Consolidated Financial Statements in this Annual Report,
 which includes the Accounts of all its existing subsidiaries, including
 its overseas subsidiary.
 
 Directors Responsibility Statement
 
 As required by Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm that:
 
 i) In the preparation of the Annual Accounts, the applicable Accounting
 Standards have been followed along with proper explanations relating to
 material departures.
 
 ii) The Directors had selected such accounting policies and have
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 loss of the Company for the year under review;
 
 iii) The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 
 iv) The annexed Annual Accounts for the Accounting Year ended on 31st
 March, 2012, have been prepared on a going concern basis.
 
 Management Discussion and Analysis
 
 The Management Discussion and Analysis Report for the year under review
 as required under Clause 49 of the Listing Agreement, is given as a
 separate statement in the Annual Report.
 
 Fixed Deposits
 
 The Company has not accepted any Fixed Deposits during the year.
 
 Directors
 
 In accordance with Section 255 and 256 of the Companies Act 1956, and
 read with Articles 105, 106 and 107 of the Articles of Association of
 the Company, Mr. C. M. Maniar and Mr. A. B. Desai, Directors of the
 Company retire by rotation and being eligible, offer themselves for
 re-appointment at the ensuing Annual general Meeting of the Company.
 
 As per the requirements of the Clause 49 of the Listing Agreement,
 brief resume of both the Directors proposed to be re-appointed, their
 qualification, experience and the names of the Companies in which they
 hold directorship, membership of the board committees, are provided in
 the Corporate Governance Report forming part of the Annual Report.
 
 Auditors and Auditors Report
 
 M/s. Jayesh Dadia & Associates, Chartered Accountants (Firm Reg. No.
 121142W) and Auditors of the Company, will retire at the conclusion of
 the ensuing Annual General meeting, and being eligible, offer
 themselves for reappointment. The Company has received a certificate
 from the Auditors to the effect that their reappointment if made, would
 be in accordance with Section 224 (1B) of the Companies Act, 1956.  The
 Board recommends their appointment.
 
 The Notes to the Accounts referred to in the Auditors'' Report are
 self-explanatory and therefore, do not call for any further
 explanation.
 
 Particulars of Employees
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956, and the rules framed there under, the names and other
 particulars of employees are set out in the Annexure to the Directors''
 Report. In terms of the provisions of Section 219 (1)(b)(iv) of the
 Companies Act. 1956, the Directors'' Report is being sent to all the
 shareholders of the Company excluding the aforesaid annexure. The
 annexure is available for inspection at the Registered Office of the
 Company. Any shareholder interested in obtaining a copy of the said
 annexure may write to the Company Secretary at the Registered Office of
 the Company.
 
 Conservation of Energy, Technology Absorption, Foreign Earnings and
 Outgoings
 
 The Company has no activities involving conservation of Energy and
 Technology absorption.
 
 The details of Company''s foreign exchange earnings and outgo during the
 year under review are given in Note no.23 of financial statements.
 
 Employee Stock Option Schemes
 
 The disclosures required to be made in the Directors'' Report in respect
 of Employees Stock Option Schemes 2006, 2007 and 2010, in terms of the
 SEBI (Employee Stock Option Scheme) Guidelines, 1999, are mentioned in
 the Annexure, forming part of the Directors'' Report.
 
 Corporate Governance Report
 
 The Company has complied with all the mandatory provisions of the
 Clause 49 of the Listing Agreement.
 
 As part of the Company''s efforts towards better corporate practice and
 transparency, a separate report on Corporate Governance compliances is
 included as a part of Annual Report.
 
 Acknowledgments
 
 The Board wishes to express its deep appreciation to all the staff
 members for their excellent contribution and to the Bankers,
 shareholders and customers for their continued support.
 
                               On behalf of the Board of Directors
 
 Mumbai                        G. M. Gandhi            C. C. Dalal
 
 2nd August, 2012.        Managing Director               Director
Source : Dion Global Solutions Limited
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