Pincon annual report 2015-16

What makes
Pincon Spirit
Limited one of
the most exciting
liquor companies
in India today?
PINCON SPIRIT LIMITED
38th Annual
Report 2015
16
PINCON SPIRIT LIMITED
www.pinconspirit.in

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
section 26 Balance Sheet and P&L Account 61
Forward-looking statement
In this annual report, we have disclosed forward looking information to enable investors to comprehend our prospects and take investment decisions. This
report and other statements- written and oral- that we periodically make contain forward looking statements that set out anticipated results based on the
management plans and assumptions. We have tried wherever possible to identify such statements by using words such as‘anticipate’,‘estimate’,‘expects’,
‘projects’,‘intends’,‘plans’,‘beliefs’and‘words of similar substance in connection with any discussion of future performance. We cannot guarantee that these
forward looking statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risk,
uncertainties and even inaccurate assumptions. Should known or unknown risk or uncertainties materialise, or should underlying assumptions prove inaccurate,
actual; results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise.
How Pincon has strengthened its
credentials as an Opportunity-
responsive company
04
Bringing superior
IMFL attributes to
the IMIL space
06
Chairman’s
review
14
Making the
consumption leap
happen
Pincon’s biggest contribution has been in
graduating the consumer at the bottom of the
consumption pyramid to a superior product
08
Vision
To make liquor
consumption
safe, hygienic
and responsible
A PRODUCT
info@trisyscom.com
India’s liquor industry is regulated by the
government at one end and dominated by
multinationals at the other.
Their formidable industry barriers mean
that industry players are either large or
slow-growing.
The one exception is Pincon Spirit Limited.
One of the youngest corporatised success
stories in India’s liquor space. And one of
the fastest-growing as well.
Here’s proof: Company reported its eighth
successive year of profitable growth in
2015-16.
Revenues grew by 43%. Profit after tax
strengthened by 53%.
Making the Company one of the most
exciting prospects in India’s liquor industry.

PINCON.
JUSTDIFFERENT.Most established liquor companies
focus on the upmarket consumer.
Pincon focuses at the bottom of the
country’s consumption pyramid.
Most liquor companies focus on
upmarket niche segments.
Pincon selected to focus on the popular
segment.
Most liquor companies address existing
price segments.
Pincon has successfully created new price
segments.
There have been virtually no new
players entering the IMFL space in the
last couple of decades.
Pincon has been one of the most exciting
entrants in the country’s IMFL sector.
Most IMFL companies have high marketing
budgets.
Pincon’s business model is weighted around low
marketing costs, which can be passed on to the
retailers.
Most liquor companies begin by blending,
bottling and branding followed by
distribution.
Pincon was engaged in the distribution business
and used this insight of liquor across blending,
bottling, branding and marketing – hence the
entire value chain.
Most liquor companies prefer to specialise in a
space of their choosing.
Pincon is extending its IMFL specialisation to the
IMIL segment.
Corporate overview | Statutory reports | Financial statements15
16 2 320Annual
Report

Opportunity-
responsive.
A few years ago, the West Bengal Government
embarked on reforming the liquor sector.
Pincon was among the first to respond to this
emerging opportunity.
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 2 in 2014-151 in 2013-14 3 in 2015-16
The Company
widened it
footprint across
21 districts of
West Bengal.
The result is that Pincon’s first-
mover’s advantage has helped it
acquire a leading market share
and enhance revenue visibility.
T H E P I N C O N D I F F E R E N C E
Annual
Report Corporate overview | Statutory reports | Financial statements2015
16 54

Bringing IMFL
attributes to the
IMIL space.
Pincon is one of the few companies to have
extended successfully from the premium to the
popular segment.
The Company
proactively invested
in deodorising
its IMIL products,
enhancing their social
acceptability and
creating new markets.
The result is that Pincon
singlehandedly graduated
the West Bengal consumer
from drinking illicit liquor
consumption to progressive
IMIL equivalents.
U
ntil a few years ago, Pincon was largely
present in the IMFL segment. When the
Company selected to extend to the IMIL
space, it leveraged the knowledge gathered from the
IMFL segment.
The Company’s principal learning was centred
around product quality. The result was that Pincon
was among one of the first players to graduate
from molasses-based IMIL to the superior grain-
based equivalent, achieving the requisite 70 degree
strength.
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
IMIL products, enhancing their social acceptability
and creating new markets.
The Company effectively utilised PET bottles
to market its products and thus drive sales and
realisations.
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 1 in 20150 in 2014 3 in 2016
Annual
16 6 7

Making the
consumption
leap happen.
Pincon’s biggest contribution has
been graduating the consumer at
the bottom-of-the-pyramid to a
superior product.
A
few years ago, Pincon launched Pincon
Series, a mid-priced liquor category.
Rather than compete with some of the
established brands and take years to carve out an
identity, Pincon responded laterally.
The Company introduced radical pricing. H50 for a
180 ml bottle. H100 for a 375 ml bottle. And H260
for a litre bottle. Most experts indicated that the
pricing would only attract more IMFL drinkers.
What Pincon achieved was entirely unexpected.
The Company addressed a large chunk of IMIL
consumers as well. Attracted by the price-value
proposition, a number of them were encouraged
to transform their tastes and lifestyles.
Going beyond enhancing
market shares; creating new
markets altogether.
Rather than compete
with some of the
established brands
and take years to carve
out an identity, Pincon
responded laterally.
The Company introduced
radical pricing. H50 for a 180 ml
bottle. H100 for a 375 ml bottle.
And H260 for a litre bottle.
Additions
to the IMFL
portfolio 11 in 2014-159 in 2013-14 11 in 2015-16
Annual
16 8 9

Pincon Spirit Limited.
Extended from IMFL
to IMIL.
Pioneered the advent
of branded IMIL.
Leveraging the
growth prospects
of two fast-growing
business segments.
Liquor and edible oil.
Background
Pincon Spirit Limited entered
India’s liquor business in 2005 as a
wholesale distributor of high-volume
IMFL brands. Over the decade,
Pincon has emerged as a leading
player in blending, bottling and
distributing proprietary IMFL and
IMIL products. Besides this, Pincon
refines, bottles and distributes edible
oils in the FMCG segment.
Facilities
The Company manages six blending
and bottling facilities (two owned
and three contract manufacturing)
ensuring that products reach 2,000+
retail outlets in West Bengal, Karnataka,
Odisha, Jharkhand and Uttarakhand,
quickly and cost-effectively. Also, it
has its own oil refining and packaging
plant in West Bengal.
Key shareholder information
Management
Pincon Spirit Limited is headed
by Mr. Monoranjan Roy. The
Company’s operations are
managed by a 14-member senior
management team who are
supported by 90+ employees.
Brands
Pincon enjoys a presence in all
IMFL segments through 11 in-
house brands. The Company’s three
brands in the IMIL space make it
a dominant player in West Bengal.
In the FMCG space, two edible
oil brands enjoy wide consumer
acceptance in West Bengal.
243
Market capitalisation
in H crore
BSE Code: 538771
CSE Code: 10029247
OTHER CORPORATE INFORMATION
Headquarters: Bangalore, India
Listing: CSE Ltd and BSE Ltd.
Contribution towards CSR initiatives: H0.20 crore
*As of FY 2015-16
*All information relevant as of
31 March 2016
10
Face value per share
in H
504
Enterprise value
in H crore
Our presence
in West Bengal
(districts) 12 in 2014-155 in 2013-14 21 in 2015-16
Annual
16 10 11

THIS IS HOW WE
OUTPERFORMED
THE SECTOR
IN 2015-16
n Revenues increased by 43% from H693
crore in 2014-15 to H988 crore.
n EBITDA grew by 64% from H35 crore in
2014-15 to H58 crore.
n Profit after tax increased by 53% from
H17 crore in 2014-15 to H26 crore.
n Acquired an IMIL bottling unit of
National Industrial Corporation (Nicols) in
Asansol.
n Planned to acquire two more IMIL and
one more IMFL blending and bottling unit
in West Bengal coupled with two popular
IMIL brands.
n Decided to make a direct overseas
investment to acquire 100% of OSPL
(Orbitol Solutions Pte Ltd), a Singapore-
based company that will enable Pincon
to export its own brand of Ultra Force XXX
Jamaican Rum to ASEAN countries. This will
facilitate the import of liquor and pulses for
onward marketing in India.
n Penetrated deeper and enhanced
acceptance of edible oils in West Bengal.
*As per a survey conducted by the West Bengal Foreign Liquor Manufacturers and Bonders Association
2012
n Expanded whisky and
rum portfolio
n Launched Pincon King’s
Coin 50 (vodka, rum and
whisky)
n Crossed turnover of H240
crore
2014
n Set up office in Bengaluru
for expanding into South
India
n Launched in-house IMFL
brand in Karnataka
n Entered the IMIL segment
by launching Pincon
Bangla No.1 in West Bengal
n Got listed on the BSE
2015
n Launched Odisha Choice
Whisky in Odisha in the
economic segment
n Launched Ultra Force
XXX Jamaican Rum in the
premium segment
n Launched Pincon Ruby
Gold Orange Flavoured Gin
in regular segment
crore and net profit H10
crore
2013
n Launched Highland
Blue Whisky in the mid-
premium segment
n Launched Pincon Ruby
Gold XO Brandy
n Entered the FMCG
segment – edible oils
crore
2010
n Launched first in-house
brand in the IMFL segment
– Pincon XXX Matured
Rum
crore
2011
n Entered into a tie-ups
with bottling units outside
West Bengal for its IMFL
brands
n Launched Pincon No. 1
Whisky
n Pincon XXX Matured
Rum emerged as the third
largest rum brand in West
Bengal*
crore
2005-09
n Present management
takes over Sarang Viniyog
Ltd, (presently Pincon
Spirit Limited)
n Launched wholesale
distribution of reputed
IMFL brands in West Bengal
FY 12 FY 13 FY 14 FY 15 FY 16
Net sales (H crore)
FY 12 FY 13 FY 14 FY 15 FY 16
EPS (H)
FY 12 FY 13 FY 14 FY 15 FY 16
EBITDA (H crore)
FY 12 FY 13 FY 14 FY 15 FY 16
RONW (%)
FY 12 FY 13 FY 14 FY 15 FY 16
PAT (H crore)
OUR CORPORATE JOURNEY244.6
320.1
384.9
692.9
987.9
10.3
14.9
19.1
35.6
58.1
6.9
8.5
10.1
16.7
25.5
6.8
8.5
10.0
16.6
17.3
32.4
28.6
25.1
28.7
27.1
Annual
16 12 13

Chairman’s overview
“If you ask me what
we have done that it
is indeed creditable, I
will only say this: we
offered a branded
product in a space
where nobody
previously aspired
to; we seeded the
market with branded
offerings; we created
an appetite for better
products.”
Pincon Spirit Limited is one of the
most attractive proxies of India’s
liquor industry.
Our Company is a proxy of the vast consumption
potential at the base of India’s consumption
pyramid. Our Company is a proxy of an increased
national emphasis on hygiene. Our Company is
a proxy of the country’s branding and packaging
revolution. Our Company is a proxy of the nation’s
growing aspirations. Our Company is a proxy of the
country’s millions who are eager to unwind and
entertain themselves.
It’s on the back of these diverse realities, our
Company has emerged as one of the fastest-
growing companies in India today.
Our Company grew revenues by 43%
and profit after tax by 53% in 2015-16 –
the eighth successive year of profitable
growth.
This outperformance was the result of a
conscious decision to grow the business
in a manner distinctive from our peers.
Principally, liquor companies in India
focus on the premium branded segment,
avoiding the low-value IMIL portfolio which
is considered to be incompatible with
the premium portfolio and its realisations
not considered good enough to ensure
profitable growth.
Our Company was able to perceive
opportunities where others saw
challenges because of our in-depth
understanding of the business. We have
grown from a point where we distributed
products for some of the largest liquor
companies in the country for a number of
years. We saw how the business worked
from up front – what trade policies were
followed by the larger companies, how
consumers responded to different prices
and how offtake responded to changes in
positioning.
As it turned out, we extended from
distribution to blending, bottling,
branding, marketing and retailing, possibly
the longest value chain in the country’s
liquor industry. Being small, we possessed
the right size to manage overheads.
Besides, the decision of the West Bengal
Government to create a composite license
for the liquor sector made it possible for
us to widen our reach across the IMIL and
IMFL segments.
This convergence – right place, right
time, right size – brought us face to
face with one of the largest sectoral
opportunities. In West Bengal, where we
selected to enhance our presence, there
was a large illicit liquor trade marked by
spurious products, absence of quality
assurances and no certifications, low
product traceability and most importantly
– no contribution to the exchequer.
Our Company addressed this vast
segment (estimated in excess of H50,000
crore a year across India), by offering a
superior packaged and branded IMFL
product priced affordably for the masses,
we created an inducement for thousands
of consumers to graduate their tastes,
preferences and lifestyles.
So, if you ask me what we have done
that it is indeed creditable, I will only say
this: we offered a branded product in a
space where nobody previously aspired
to; we seeded the market with branded
offerings; we created an appetite for
better products.
The result is that we grew revenues at a
CAGR of 57.25% in the three years leading
to 2015-16; we grew our profit after tax at
a CAGR of 58% during the same period.
What we have achieved in the last few
years pales in comparison to what lies
ahead.
The prospects are compelling. In India,
there are only two pan-Indian MNCs; the
rest of the players are regional. The market
is getting increasingly corporatised.
There is a greater respect for companies
that can market wider and deeper.
There have been no efforts undertaken
towards educating the masses about the
consumption of safe and hygienic IMIL.
Our Company is attractively placed to
capitalise on these realities. We achieved
a critical mass of over 21,00,000+ cases
of IMFL and IMIL products for the year
under review, following which scale-based
efficiencies will translate greater margins
visibility. We have an unusual commitment
towards logistics management and
customer responsiveness for a company
of our size. We have been blending
grain-based extra neutral alcohol with
RO-treated water which has enabled us
to create an absolutely odourless IMIL
product. Besides, ours is an instance of a
company that has widened its national
footprint parallely with its regional spread.
Considering that the acquired facilities
are running profitably, we expect them to
contribute handsomely to our financials
in 2016-17. More importantly, we have
invested in a medium-term plan that
comprises expanding our operating
facilities, evolving our product mix, and
widening our footprint to cumulatively
grow our revenues to C3,000 crore by
2020.
The other distinctive Pincon initiative
has been our decision to extend into a
completely different business segment
– the refining, branding and distribution
of edible oils in the FMCG segment. This
strategy has helped us de-risk ourselves
from an excessive dependence on the
liquor segment. Following an investment
in product variety, smart marketing
strategies and superior distribution
network, we have carved out a successful
presence in this segment marked by
attractive revenues. This provides us
with the optimism that this segment
can emerge as a full-fledged business
capable of enhancing shareholder value
sustainably.
I strongly believe that a company can
ensure sustainable growth through open
communication with its stakeholders.
I would like to thank our stakeholders for
their unflinching support and persistent
commitment in helping Pincon reach
such great heights. I look forward to
the next year with the strong belief that
Pincon will continue to receive your
encouragement.
Monoranjan Roy,
Chairman and Managing Director
Optimism, 2016-17
n Leverage acquisitions to step
up production to over 1.2 crore
bottles per month in the IMIL
segment.
n Acquire two bottling units in
Malda and Cooch Behar.
n Strengthen our presence
throughout West Bengal and
Karnataka.
n Widen our IMFL portfolio to
reap promising returns.
Annual
16 14 15

An overview of the Company’s
2015‑16 performance
The year 2015-16 was a positive year as
our topline grew by 43% to H988 crore
while net profit increased by 53% to
H26 crore. More importantly, our EBIDTA
margin strengthened by 80 bps over
the previous year. This profitable growth
validates the Company’s ability to build
volumes, generate attractive realisations
and optimise costs.
This outperformance was the result of the
successful implementation of a number of
initiatives. We strengthened our presence
in Karnataka (having entered the market
in late 2014-15), resulting in incremental
volumes. We focused on growing
awareness regarding our core brands.
We launched new products and product
extensions that generated encouraging
volumes.
Key corporate achievements,
2015‑16
The Company completed two IMIL-related
acquisitions in 2015-16. Pincon acquired
a bottling unit in Asansol to address the
large liquor consuming market in the
coal mining belt of West Bengal. The
Company embarked on the acquisition
of two blending and bottling units in
Dankuni and Barahanagar. The Company
also acquired two popular IMIL brands -
Bengal Tiger (more than 20 years old) and
Uddan (more than 15 years old) – that
are expected to translate into enhanced
offtake in 2016-17.
The IMIL business segment
The Company has enhanced
manufacturing capacities following these
acquisitions. The Company will now be
able to produce 2.5 crore bottles per
month compared to 1.25 crore bottles
per month, a year ago. This capacity jump
empowers the Company to address
a growing IMIL market. Besides, the
ownership of three leading IMIL brands is
likely to make Pincon the go-to company
in terms of its distribution channel and will
make it possible for us to optimise costs.
The bottomline is that the acquisitions
will make us a larger company capable
of selling faster and at a lower cost –
adding value for stakeholders across the
foreseeable future.
The West Bengal opportunity
From a macro perspective, West Bengal
consumes about 6 crore IMIL bottles per
month on an average, apart from the
sizeable volumes of illicit liquor. The West
Bengal Government’s desire to wipe out
illicit liquor consumption in West Bengal
has brightened prospects for us in the
IMIL segment.
Business-strengthening initiatives
Consider this: our flagship Bangla No.1
brand along with the newly-acquired
brands are present across 21 districts
of West Bengal. The extension of these
prominent brands across our existing
footprint could alone make a sizeable
addition to our volumes.
Growth opportunities
Even as we are a dominant IMIL player in
West Bengal with a 40% market share, our
presence in North Bengal is still marginal.
Consequently, we are analysing inorganic
growth opportunities in that location.
From a distribution perspective, there are
about 2,200 active shops marketing IMIL
brands while our products are available in
2,000+ of them. Our focus on extending
our pan-Bengal footprint should catalyse
business growth.
The IMFL segment
Pincon’s IMFL brands reported a 60%-
plus revenue growth over the previous
year even as its core brands are relatively
new and only started gaining consumer
acceptance in the states of their presence.
Outlook
The Company is hopeful of sustaining
its growth in the current year on a
larger base. We will continue enhancing
marketplace and shopfloor efficiencies
and strengthening our product basket to
fill market gaps. Our proposed acquisition
of Orbitol Solutions Pte Ltd, a Singapore-
based company, will facilitate the export
of our Ultra Force XXX Jamaican Rum to
the ASEAN countries.
We aspire to continue growing our
topline, improve margins and drive
bottomline growth in 2016-17. We
intend to mobilise funds for acquisitions
and financing day-to-day opeartions
through a prudent mix of debt and equity,
strengthening our Balance Sheet.
In view of these realities, we expect
to drive sustainable growth over the
foreseeable future.
A conversation with Mr. Arup Thakur, Executive Director and CFO
“We aspire to continue growing our
topline, improve margins and drive
bottomline growth in 2016-17.”
Our robust business model
Value chain
The Company enjoys a
visible presence across
the value chain – from
production to retail.
Acquisitions
The Company has
demonstrated the ability
to identify targets and
acquire bottling plants and
brands to address the vast
consumption potential in the
markets of its presence.
Transformation-focused
The Company focuses on
strengthening its presence
in the IMIL segment,
graduating from entry-level
IMFL products to mainstream
products by branding and
leveraging its corporatised
identity.
Resource integrity
The Company has selected
to manufacture IMIL from
grain-based ENA, enhancing
taste on the one hand and
eliminating odour on the
other, resulting in increased
acceptability among the
masses.
Twin revenue engines
The Company’s revenues are
being driven by liquor and
edible oils; ensuring that it
isn’t overtly depedent on any
one of the two verticals.
Diversification
The Company invested across
the IMFL range (whisky, gin,
vodka and rum) with the
objective to capture the
upside in each and moderate
an excessive dependence on
any one variety.
Distribution
The Company markets
products through private/
governmental distribution
channels. The Company
possesses a strong retail
and institutional network
(proprietary retail shops in
West Bengal).
Bottling integration
The Company has invested
extensively in back-end
integration – via the direct
ownership of bottling plants
and tie-ups, strengthening
its value chain.
55%
increase in our points-of-sale in FY16
Annual
16 16 17

Indian economy
The global landscape has been rough and
uncertain with weak output growth.
Even in these trying times, India’s
economic growth was positive wherein
inflation, fiscal deficit and current account
balance showed improvement.
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
economy. This growth was largely the
result of the exceptional performance
of the country’s manufacturing sector
(9.5% growth in 2015-16 against 5.5% in
2014-15), which was due to a significant
fall in inputs costs following a decline in
global commodity prices. Besides, growth
is also being significantly driven by private
consumption aided by lower energy
prices and higher real incomes.
Economic robustness was also facilitated
by positive RBI policies which aided in
controlling demand pressures, keep
external shocks at bay and control rupee
volatility and inflation.
India’s economy is expected to sustain
its growth momentum in the current
year. The Economic Survey 2015-16 has
projected a GDP growth of 7-7.75% in
2016-17, while IMF has estimated India’s
GDP growth at 7.5% in FY17 supported by
stronger domestic demand.
(Source: IMF, ET, World Bank)
The Indian liquor industry is estimatedly
worth C1,400 billion. This segment is still
largely untapped, making it attractive for
liquor players. Several global companies
consider India as an under-consumed
market, which has seen steady growth
in the last five years. In view of this rich
potential, the pace of acquisitions and
joint ventures have increased, leading to
market consolidation. This industry can
be broadly divided into the following
segments:
IMFL (Indian Made Foreign
Liquor)
IMFL is a large segment of the Indian
liquor industry segmented into various
types (whisky, vodka, gin, rum and
brandy). This segment is dominated by
whisky (60% of volumes), followed by
rum (25%). This segment sells around 80
billion cases a year. In the IMFL segment,
vodka is the fastest-growing at around
9-10%, consumption of which has
increased due to increased popularity
among women. Besides, evolving
consumer preferences towards premium
IMFL varieties are likely to enhance
realisations and prospects.
IMIL (Indian Made Indian
Liquor)
This is the largest form of alcohol
consumed in India, accounting for
nearly 50% of the market and growing at
around 6-8% each year. There has been a
gradual shift from illicit liquor to licensed
and subsidised IMIL (country liquor).
Industry challenges comprise restrictive
state policies regarding pricing,
production and movement, increase
in raw material costs and advertising
restrictions.
Industry drivers
Urbanisation: As more people migrate
to cities, they will be exposed to a wider
variety of liquor products.
Favourable demographics: More than
60% of India’s population lies in the age
group of 15-45. More than 480 million
Indians are above the drinking age;
around 150 million will be added to this
group over the next five years.
Social norms: There has been a visible
change in drinking attitudes, enhancing
the social acceptability of alcohol
consumption.
Rising disposable incomes: Most
Indians are in the productive working age
bracket and moving towards the upper
and middle income groups.
Increased alcohol accessibility and
availability: The industry is populated
by a number of brands (high-end and
low-end). Most low-end brands are
available in government-licensed outlets,
government shops (monopolies), private
licensed retail chains, restaurants and
bars.
Managementdiscussionandanalysis
INDUSTRY REVIEW
Type of industry Pricing Target audience
IMFL (Indian Made Foreign Liquor) Affordable and competitive Above 24 years
IMIL (Indian Made Indian Liquor) Low-end prices are a driving factor Above 35 years
IMFL
11
Proprietary
brands
P
incon entered the IMFL segment
through wholesale distribution and
subsequently graduated to blending,
bottling and marketing proprietary brands
across five states. Pincon is possibly the
only liquor player in India with a footprint
extending from production to wholesale and
retail.
Wholesale distribution
The Company is engaged in the wholesale
distrbution of leading liquor brands for
which it enjoys tie-ups with more than 3,000
licensees in West Bengal. Over the years,
the business provided the Company with a
grassroots understanding of the segment
and regional customer preferences. The
Company entered this segment in 2009. In
2015-16, this business generated revenues
worth H341 crore against H322 crore in
2014‑15. Even as its contribution to the
topline (consolidated) declined from 49% to
33%, IMFL as a segment registered a growth
of 14% on the strong growth of our IMFL
brands. Going forward, business growth is
expected to sustain momentum, even as
its share in the overall business is likely to
decline.
Proprietary products
The Company produces proprietary liquor
brands with a manufacturing capacity of
120,000 cases per month.The Company’s
product portfolio comprises 11 brands across
five categories (rum, whisky, vodka, brandy and
gin).
Highlights, 2015-16
n Revenues grew by more than 60%; the
average industry growth was more than 8%
n Strengthened‘route to market’capabilities
– right product at the right place.
n Launched Ruby Gold Gin, which was well
received by the customers
Product
segment
Brands Pincon’s position in West
Bengal
50 degrees or
more
Pincon King’s Coin (whisky, rum, vodka) Second-largest by volume
Budget Pincon No. 1 Select Whisky, Odisha Choice
Whisky, Pincon XXX Matured Rum, Pincon
Perfect Grain Vodka and Pincon Ruby Gold
XO Brandy
Leader in this product
segment
Regular Highland Blue Whisky, Ultra Force XXX
Jamaican Rum, Pincon Ruby Gold Orange
Gin
Steadily growing market
shares
50+
Traded brands
45
Proportion of
income from IMFL
business (2015-16) (%)
11+
Sales volumes in
2015-16 (lac cases)
588
Revenue in 2015-
16 (H crore)
Pincon is one of the few
users of grain-based
ENA, which enhances
product taste.
Business segment#1
Corporate overview | Statutory reports | Financial statements15
16
Annual
Report 2015
16 18 19

n Made inroads in the difficult-
to-penetrate rum segment
(customer preferences are fixed
around traditional brands) with
its Ultra Force XXX Jamaican Rum
n Revamped packaging of its
flagship Highland Blue whisky
brand to strengthen customer
appeal
n Strengthened branding and
awareness
Agenda for 2016-17
n Increase presence of core
brands (Highland Blue Whisky,
Pincon No.1 Select Whisky and
Ultra Force XXX Jamaican Rum)
in Karnataka
n Widen and deepen the
distribution network
n Bolster the Pincon portfolio
14
Pincon IMFL
revenue growth,
2015-16 (%)
8+
Indian IMFL
segment revenue
growth, 2015-16 (%)
IMFL – A wide product
basket across strategic
price points widens the
opportunity canvas
GinRubyGold
H320 for 750 ml
VodkaKing’sCoin
H160 for 750 ml
RumJamaicanUltraForce
H340 for a litre
WhiskyHighlandBlue
H415 for a litre
RumKing’sCoin
H160 for 750 ml
IMFL portfolio
IMIL
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-
acquisition) in West Bengal.
Pincon is among the pioneers in
corporatising the IMIL segment (country
liquor), which is still largely unorganised.
The use of grain-based ENA as the basic
ingredient mixed with demineralised water
from the Company’s plant and the use of
state-of-the-art automatic bottling lines
have positioned Pincon distinctively from
its peers (through product quality and
taste). The Company’s sustained advertising
and promotional initiatives are aimed at
raising awareness on the need to graduate
consumers from illicit liquor to branded IMIL
variants. These factors have enhanced the
acceptability of the Company’s products
leading to increased offtake.
Pincon strengthened its sectoral
leadership by increasing capacities (three
manufacturing units) and acquiring brands
(Uddan and Bengal Tiger).
Currently, the Company has a capacity to
produce 1.3 crore bottles a month across
three manufacturing facilities in Central
and South Bengal. Pincon’s Bangla No. 1 is
available in 21 districts across 2,000+ retail
outlets.
Highlights, 2015-16
n The Company began blending and
bottling liquor under the IMIL segment
during the year under review.
n Acquired Nicols, which added a
manufacturing unit to the Company’s asset
bank (capacity of 20 lac bottles per month),
enabling the Company to establish its
footprint in the coal mining belt of West
Bengal, a large IMIL market.
n Embarked to acquire two manufacturing
units – Dankuni and Barahanagar - which
also added two of the highest-selling IMIL
brands, Bengal Tiger (more than 20 years old)
and Uddan (more than 15 years old).
n Introduced an orange-flavoured variant of
Bangla No. 1 in December 2015, which was
well-received.
Agenda for 2016-17
n Introduce four flavoured variants under the
Bangla No. 1 brand
n Extend product availability of newly-acquired
brands across Bengal.
n Scout for acquisition opportunities to
strengthen presence in North Bengal.
n Assist the State Government to counter
the sale of unlicensed country liquor (hooch)
by introducing an alcohol variant of similar
strength (80 degrees).
3
Proprietary
brands
100
Pincon IMIL revenue
growth, 2015-16 (%)
21
Districts of
presence
15
Indian IMIL segment revenue
growth, 2015-16 (%)
4,800
Points-of-sale
123
Revenue in 2015-
16 (H crore)
Pincon aims to achieve a
60% market share in the
IMIL space in West Bengal
by the end of FY17.
Business segment#2
Annual
16 20 21

Edibleoils
T
his business segment is engaged
in the manufacture of edible oils.
The Company owns a refining and
packaging unit.
The Company entered the edible oil segment
in 2013 and markets its products in West
Bengal and North East India. This segment
has helped in diversifying the Company’s
business and creating an additional revenue
stream.
Highlights, 2015-16
n The topline growth that was achieved in
the year under review was H101 crore, which
is substantial, considering the Company
entered the edible oils segment in 2013.
n Its competitive pricing has helped this
segment grow revenues by 60% during the
year under review.
n Pincon leveraged its expertise in the
distribution of liquor products in the realm of
edible oils.
n The Company focused on consolidating its
edible oils business in West Bengal.
Agenda for 2016-17
n The segment holds substantial promise
and hence the Company plans to further
consolidate its presence in West Bengal.
n The product recall of its liquor business
would be instrumental in boosting sales of its
edible oils.
2
brands
50,000
Production
capacity in tonnes
28
Proportion of
income from own
business (2015-16) (%)
31,000+
Sales volumes in
2015-16 in tonnes
281
Revenue in
2015‑16 (H crore)
Business segment#3 Howdoes
Pinconenhance
consumervalue?
At Pincon, we believe in providing
value to our consumers through
differentiation. This philosophy has
ensured the Company’s success in
the IMIL segment, with growing
customer adoption of our brands,
increasing IMIL sales volumes to 1
crore bottles a month. Our superior
price-value proposition is expected
to establish us as one of the largest
IMIL (country spirit) players in India.
Sectoral
attributes
The Indian edible oils market is the
fourth largest in the world after the US,
China and Brazil, accounting for around
9% of the world’s oilseeds production.
Edible oil consumption will receive a
boost with the population increasing
incrementally over the years.
Demand-supply issues have still not
been fully addressed due to a lack of an
efficient logistics chain.
The Indian edible oil market is
under-penetrated and holds immense
potential for growth.
Rising incomes will enhance the
growth of this sector.
Annual
16 22 23

Managing business uncertainties
Business is about taking and managing risks. A business’s risk profile will evolve with altering
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.
REGULATORY RISK: The Company’s
business depends largely on governmental
policies, especially excise laws.
GEOGRAPHIC RISK: An overt dependence on a
single state could impact growth if geopolitical
challenges emerge in that geography.
FUNDING RISK: Inability to mobilise
adequate low-cost funds could affect
growth aspirations.
MARGINS RISK: Inability to manage
growing business operations could impact
profitability.
Mitigation: As a part of its de-risking initiatives, the Company has strategically established a
footprint in areas where State Governments are not averse to liquor consumption. The Company
has a team of professionals who ensure that its operations conform to the laws of the land.
Result: Pincon has emerged as one of the fastest-growing companies in India. Its topline has grown
at a CAGR of 50% + over the last five years.
PRODUCT RISK: Non-acceptance of the
product in the consuming fraternity could
impact business sustainability.
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.
Result: Each of the Company’s brands registered healthy double-digit growths in the last three years.
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
in West Bengal does not threaten liquor consumption. As a de-risking measure, the Company is
strengthening its presence in Karnataka, Jharkhand and Odisha. The Company is also extending
its footprint to Delhi and Chattishgarh. Its proposed acquisitions allows it to export IMFL products
to ASEAN nations. The widening of the opportunity canvas is expected to reduce the Company’s
dependence on West Bengal.
Result: Revenue contribution from outside West Bengal states grew from scratch in 2012-13 to 35%
in 2015-16.
Mitigation: The Company’s businesses (liquor and edible oils) are working capital-intensive. The
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
in 2015-16, enhancing liquidity.
Mitigation: The growing scale of operations and the consequent economies-of-scale will bolster
operating margins. Streamlining of business operations is a continuous journey and as the
Company grows larger, its negotiating power with key stakeholders is expected to strengthen, thus
optimising costs. From a realisations perspective, the Company is moving up the value chain in the
IMFL business (focus on core brands) and this is expected to improve margins
Result: Revenues from core brands increased from H170 crore in 2014-15 to H384 crore in 2015-16
while EBIDTA margin improved by 80 bps over the same period.
Annual
16 24 25

RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment, the Company
demonstrated the resilience of its business model.
PERFORMANCE OF THE COMPANY
During the year under review, your Company has achieved sales
of H94,605.88 Lacs representing a steadfast growth of 56.97% over
the previous year of H60,269.97 Lacs. Net Profit from operations
at H2,485.96 Lacs registered a robust growth of 58.54% over the
previous year of H1,568.00 Lacs.
OUTLOOK
The details about prospects/ outlook of your Company are provided
under the Management Discussion and Analysis Report, forming
part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
InaccordancewiththeAccountingStandard(AS)21onConsolidated
Financial Statements, the Audited Consolidated Financial Statement
is provided in the Annual Report.
DIVIDEND
Directors have recommended a dividend of H0.75 (i.e. 7.50%) per
equity share for the Financial Year ended March 31, 2016. The
dividend payout is subject to approval of members at the ensuing
Annual General Meeting. The dividend will be paid to members
whose names appear in the Register of Members as on May 30,
2016 and in respect of shares held in dematerialised form, it will be
paid to members whose names are furnished by National Securities
Depository Limited and Central Depository Services (India) Limited,
as beneficial owners as on that date.
DIRECTORS
As per the provisions of the Companies Act, 2013, Mr. Subrata
Basu retires by rotation at the ensuing AGM and being eligible
offers himself for re-appointment. The Board recommends the re-
appointment of Mr. Subrata Basu as Director & Mr. Abhijit Datta, who
was appointed as Additional Director (Independent) on 09.02.2016
to be appointed/regularised as Director (Independent) in the
ensuing AGM of the Company.
AUDITORS’
In the 36th AGM held on 29.09.2014, D.N. Misra & Co., Chartered
Accountants has been appointed as Statutory Auditors of the
Company for a period of 5 years. Ratification of appointment of
Statutory Auditor’s is being sought from the members of the
Company at the ensuing AGM.
Further, the report of the Statutory Auditor along with Schedules
and Notes to Accounts are enclosed to this report. The observations
made in the Auditors’ Report are self-explanatory and therefore do
not call for any further comments.
AUDITORS’REPORT
The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.
SUBSIDIARIES
In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the Financial Statements of
the subsidiary companies in Form AOC 1 is provided as Annexure
– 1 to this report. In accordance with third provision to Section
136(1) of the Companies Act, 2013, the Annual Report and Financial
Statements of each of the Subsidiary Companies have also been
placed on the website of the Company www.pinconspirit.in
SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every
listed company to annex with its Board’s Report, a Secretarial Audit
Report given by a Company Secretaries in practice, in the prescribed
form.
The Board of Directors appointed M/s. Arpan Sengupta & Associates,
Practicing Company Secretary, as Secretarial Auditor to conduct
Secretarial Audit of the Company for Financial Year 2015-16 and
their report is annexed to this Board Report as Annexure – 2.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company, is
provided as Annexure – 3.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars prescribed under section 134(3) (m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in
Annexure – 4.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the
FinancialYear were on an arm’s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. The
details of related party transactions required under section 134(3)
(h) read with Rule 8 of the Companies (Accounts) Rules, 2014, is
given in Form AOC 2 and the same is enclosed as Annexure – 5, the
same is mentioned in the notes of accounts as well.
The Company’s policy on dealing with Related Party Transactions
was adopted by the Board on 17th October, 2014 and is available
on the website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
No. MGT-9 is annexed herewith as Annexure – 6.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, forms an integral part of this Report. The requisite certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to the report on
Corporate Governance.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to
the Directors. The Board met 19 times during the year, the details of
which are given in the Corporate Governance Report that forms part
of this Annual Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015,
Directors’Report
Your Directors are pleased to present the 38th Annual Report and the Company’s Audited Accounts for the Financial Year ended
March 31, 2016.
FINANCIAL RESULTS
The Company’s financial performance for the year under review along with previous year figures is given hereunder:
H in Lacs
PARTICULARS 2015-16 2014-15
Revenue 94,605.88 60,269.67
Profit before Interest, Depreciation, Tax 5610.41 3,285.89
Depreciation 207.40 215.14
Interest 1,669.28 706.73
Profit after Interest & Depreciation 3,733.73 2,364.01
Provision for Taxation (I. Tax & Deferred Tax) 1,247.77 796.01
Profit after Tax 2,485.96 1,568.00
Share Capital 2,104.30 1,002.15
Reserve & Surplus 6,948.14 4,463.84
EPS - Basic (Rupees) 11.81 15.65
EPS - Diluted (Rupees) 16.87 15.65
Annual
16 26 27

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a well-placed, proper, adequate and documented
internal control system commensurate with the size and nature of
its business. The primary objective of the internal control system
is to ensure that all its assets are safeguarded and protected and
to prevent any revenue leakage and losses to the Company. Such
controls also enable reliable financial reporting. The report on
Internal Control Systems and their adequacy is forming part of
Management & Discussion Analysis Report.
HUMAN RESOURCES:
Your Company treats its “Human Resources” as one of its most
important assets. Your Company continuously invests in attraction,
retention and development of talent on an ongoing basis. A
number of programs that provide focussed people attention are
currently underway. Your Company’s thrust is on the promotion of
talent internally through job rotation and job enlargement.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial
relationship with its workers and employees at all levels.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:
The Company is committed to provide a healthy environment to
all its employees and has zero tolerance for sexual harassment at
workplace. The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal
Act), 2013. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment. All
employees (permanent, temporary, trainees) are covered under this
policy.
There was no case reported during the year under review under the
said policy.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed
for a period of seven years. Therefore there were no funds which
were required to be transferred to Investor Education and Protection
Fund (IEPF).
BOARD EVALUATION CRITERIA
Pursuant to the section 134 (P) of Companies Act, 2013 read with
Rule 8 (4) of Companies Accounts Rule, 2014 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual performance evaluation of its
own performance, the Directors individually, as well as the Board
Committees. The evaluation process considered the effectiveness
of the Board and the Committees with special emphasis on the
performance and functioning of the Board and the Committees.
The evaluation of the Directors were based on the time spent by
each of the Board Members.
DIRECTORS’RESPONSIBILITY STATEMENT
In terms of Section 134(3) (C ) & (5) of the Companies Act, 2013, the
Directors would like to state that:
I. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
II. The Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that were 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 Profit or Loss of the Company for the
year under review.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
As per Section 134(CA) of the Companies Amendment Act,
2015 duly notified on 26th May 2015, no fraud was reported by
Auditor’s under Sub-Section (12) of Section 143.
IV. The Directors have prepared the Annual Accounts on a going
concern basis.
V. The Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
VI. The Directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such system
were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to acknowledge and place on record
their sincere appreciation of all stakeholders - shareholders, bankers
dealers, vendors and other business partners for the excellent
support received from them during the year under review. Your
Directors recognise and appreciate the efforts and hard work of all
the employees of the Company and their continued contribution
to its progress.
For and on behalf of the Board of Directors
Sd/-
Monoranjan Roy
Place: Kolkata, Chairman & Managing Director
Date: 28.04.2016 (DIN: 02275811)
BOARD COMMITTEES
The Company has set up the following committees of the Board.
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders’Relationship Committee
D. Corporate Social Responsibility Committee
E. Risk Management Committee
F. General Committee of Directors
The composition of each of the above committees, and their
respective roles and responsibilities are detailed in the Corporate
Governance Report.
NOMINATION, REMUNERATION AND EVALUATION POLICY
In accordance with the provisions of Section 178 of the Companies
Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of
Directors in its Meeting held on 17th October, 2015 has, on the
recommendation of Nomination and Remuneration Committee,
adopted the Nomination, Remuneration and Evaluation Policy of
the Company which is laid down in the Corporate Governance
Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility is commitment of Company to
improve the quality of life of the work force and their families and
also the community and society at large. The Company believes
in undertaking business in such a way that it leads to overall
development of all stakeholders and Society. Report on Corporate
Social Responsibility is annexed herewith as Annexure – 7.
InformationonthecompositionoftheCorporateSocialResponsibility
(CSR) Committee is provided in the Corporate Governance Report
that forms part of this Annual Report. Furthermore, as required by
Section 135 of the Act, and the Rules made thereunder, additional
information on the policy and implementation of CSR activities
by your Company during the year are provided in Corporate
Governance Report to this Report.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy which has been
adopted by the Board of Directors. Currently, the Company’s risk
management approach comprises of the following:
Regulatory Risk
Strategic Risk
Concentration Risk
The risks have been prioritised through a company wide exercise.
Members of Senior Management have undertaken the ownership
and are continuously working on mitigating the same through co-
ordination among the various departments, insurance coverage,
security policy and personal accident coverage for lives of all
employees.
A detailed note on the risks is included in the Corporate Governance
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Report on Management Discussion and Analysis as stipulated
under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms an integral part of this Report.The requisite
certificatefromtheAuditorsoftheCompanyconfirmingcompliance
with the conditions of Corporate Governance are attached to the
Report on Corporate Governance.
DEPOSITORY SYSTEM
The trading in the Equity Shares of your Company are under
compulsory dematerialisation mode. As on 31.03.2016 Equity
Shares representing 71.00% of the Equity Share Capital are in
dematerialised form. As the depositary system offers numerous
advantages, Members are requested to take advantages of the same
and avail of facility of dematerialisation of the Company’s Shares.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning
of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
CREDIT RATING
SMERA, a reputed agency has assigned Credit Rating “SMERA BBB
(Stable)”for short-term instrument of the Company.
During the year Dun & Bradstreet has assigned a Rating of“D&B-4A2”
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans, guarantees or investments
covered under the provisions of Section 186 of the Companies
Act, 2013.
WHISTLE BLOWER /VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has
adopted a Whistle Blower Policy to provide a mechanism to its
directors, employees and other stakeholders to raise concerns about
any violation of legal or regulatory requirements, misrepresentation
of any financial statement and to report actual or suspected fraud or
violation of the Code of Conduct of the Company. The Policy allows
the whistle-blowers to have direct access to the Chairman of the
Audit Committee in exceptional circumstances and also protects
them from any kind of discrimination or harassment.
Annual
16 28 29

Annexure – 1 Annexure – 2
FORM AOC-1 SECRETARIAL AUDIT REPORT FOR THE
FINANCIAL YEAR ENDED MARCH 31, 2016[PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF
COMPANIES (ACCOUNTS) RULES, 2014]
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/
ASSOCIATE COMPANIES/JOINT VENTURES
[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 AND RULE 9 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, READ WITH
THE GUIDANCE NOTE ON SECRETARIAL AUDIT (RELEASE – 1.2) OF THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA]
To,
The Members,
Pincon Spirit Limited
7, Red Cross Place
“Wellesley House”3rd Floor,
Kolkata – 700 001
Part“A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Lacs)
Part“B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
This part is not applicable to the company as there is no associate or Joint Venture Company
Sd/-
Monoranjan Roy
Date: 28.04.2016 (DIN: 02275811)
Sl. No 1 2 3
Name of the Subsidiary Paul Distributors
Private Limited
Priya Laboratories
Private Limited
Yours Laboratories
Private Limited
Financial Year Ended 31.03.2016 31.03.2016 31.03.2016
Currency INR INR INR
Share Capital 100.00 243.78 16.00
Reserves & Surplus 1,208.04 (137.83) 40.26
Total Assets 1,913.40 233.74 141.05
Total Liabilities 605.35 127.79 84.78
Investments - - -
Turnover 3543.13 323.60 322.71
Profit Before Taxation 77.31 64.50 38.08
Provision For Taxation 23.89 50.39 11.77
Profit After Taxation 53.42 14.10 26.31
Proposed Dividend - - -
% of Shareholding 55.00% 62.50% 100.00%
We have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence
to good corporate practices by Pincon Spirit Limited
(CINL67120WB1978PLC031561)(hereinaftercalled“theCompany”).
Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Management’s Responsibility for Secretarial
Compliances
The Company’s Management is responsible for preparation and
maintenance of secretarial records and for devising systems to
ensure compliances with the provisions of applicable Laws and
Regulations.
Auditor’s Responsibility
Our responsibility is to express an opinion on the secretarial records,
standard and procedures followed by the Company with respect to
secretarial compliances.
We believe that, Audit evidence and information obtained from the
Company’s Management is adequate and appropriate to provide a
basis for our opinion.
Based on our verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained by
Pincon Spirit Limited and also the information provided by the
Company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, we hereby report that in our
opinion, the Company has, during the Audit Period from 1st April,
2015 to 31st March, 2016 (“the Reporting Period”) complied with the
statutory provisions listed hereunder and also that, the Company
has proper Board-processes and compliance-mechanism in place
to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for the
period from 1st April, 2015 to 31st March, 2016 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made
thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the
Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to the extent of Foreign Direct
Investment (Not applicable to the Company during the Audit
Period), Overseas Direct Investment and External Commercial
Borrowings (Not applicable to the Company during the Audit
Period);
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
Annual
16 30 31

d) The Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and The Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014
notified on October 28, 2014;
e) The Securities and Exchange Board of India (Issue and Listing
of Debt Securities) Regulations, 2008 (Not applicable to the
Company during the Audit Period);
f) The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 (Not applicable to the Company
during the Audit Period);
h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998 (Not applicable to the Company
during the Audit Period); and
i) The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015,
We, based on the representation made by the Company and its
officers for systems and mechanism framed by the Company for
compliances under other applicable Acts, Laws and Regulations to
the Company, further report that, the Company has complied
with the following laws applicable specifically to the Company:
We are of the opinion that the management has complied with the
following laws specifically applicable to the Company:
1. The Trade Marks Act, 1999;
2. Food Safety and Standards Act, 2006;
3. West Bengal Excise Act, 1949.
We have also examined compliance with the applicable clauses of
the following:
i. Secretarial Standards issued by The Institute of Company
Secretaries of India.
ii. The Listing Agreements entered into by the Company with
Stock Exchanges.
During the period under review the Company has complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the
Board of Directors that took place during the period under review
were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the
Board Meetings, agenda and detailed notes on agenda were sent
adequately in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’
views are captured and recorded as part of the minutes.
We further report that there are adequate systems and
processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance
with applicable laws, Rules, Regulations and Guidelines.
We further report that during the Audit Period:
The Company has passed following special resolutions which are
having major bearing on the Company’s affairs in pursuance of
the above referred Laws, Rules, Regulations, Guidelines, Standards,
etc.:
i. Issue of Secured, Rated, Listed, Non-Convertible, Cumulative,
Redeemable, Taxable Debentures;
ii. Increase in borrowing limits under Section 180(1) (c) of the
Companies Act, 2013;
iii. Sell, lease or dispose off whole or substantially the whole of
the undertaking under Section 180(1) (a) of the Companies Act,
2013;
iv. Increase of Authorised Capital of the Company;
v. Change Clause V of the Memorandum of Association of the
Company;
vi. Acceptance of Deposits from Members and Public;
vii. Issuance of Bonus Shares by capitalization of Reserves /
Securities Premium Account;
viii. Changes in Articles of Association of the Company;
ix. Approval of Material Related Party Transactions;
x. Preferential Issue of Equity Shares; and
xi. Preferential Issue of Equity Share Warrants.
Disclosure
This Report is to be read with our letter of even date which is
annexed as Annexure A and forms an integral part of this Report.
For Arpan Sengupta and Associates
Sd/-
CS Arpan Sengupta
Proprietor
Place: Kolkata, Membership No.: ACS 37706
Date: 28.04.2016 C.P. No.: 14416
Annexure – A
AnnexuretotheSecretarialAuditReportofM/s.PinconSpiritLimited
for the Financial Year ended 31st March, 2016
To,
The Members,
Pincon Spirit Limited
7, Red Cross Place
“Wellesley House”3rd Floor,
Kolkata – 700 001
Our Secretarial Audit Report for the FinancialYear ended 31st March,
2016 of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express
an opinion on existence of adequate board process and
compliance management system, commensurate to the size
of the company, based on these secretarial records as shown
to us during the said audit and also based on the information
furnished to us by the officers and agents of the Company
during the said audit.
2. We have followed the audit practices and processes as were
appropriate, to the best of our understanding, to obtain
reasonable assurance about the correctness of the contents of
the secretarial records. The verification was done on test basis
to ensure that correct facts are reflected in secretarial records.
We believe that the processes and practices, we followed,
provide a reasonable basis for our opinion.
3. Wehavenotverifiedthecorrectness,appropriatenessandbases
of financial records, books of accounts and decisions taken by
the board and by various committees of the Company during
the period under review. We have checked the board process
and compliance management system to understand and to
form an opinion as to whether there is an adequate system
of seeking approval of respective committees of the board, of
the members of the Company and of other authorities as per
the provisions of various statutes as referred in the aforesaid
Secretarial Audit Report.
4. Where ever required, we have obtained the management
representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of corporate and other
applicable laws, rules, regulations, standards is the responsibility
ofmanagement.Ourexaminationwaslimitedtotheverification
of compliance procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to
the future viability of the Company nor of the efficiency or
effectiveness or accuracy with which the management has
conducted the affairs of the Company.
For Arpan Sengupta and Associates
Sd/-
CS Arpan Sengupta
Proprietor
Place: Kolkata, Membership No.: ACS 37706
Date: 28.04.2016 C.P. No.: 14416
Annual
16 32 33

Annexure – 3
PARTICULARS OF EMPLOYEES
[STATEMENT OF DISCLOSURE OF REMUNERATION PURSUANT TO SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]
I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the FinancialYear
2015-2016 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the Financial Year 2015-16:
II. The percentage increase in the median remuneration of employees in the Financial Year: The median remuneration of employees
in the Financial Year 2015-16 has increased by 14.33% as compared to the previous year.
III. The number of permanent employees on the rolls of Company:
As on March 31, 2016, 104 permanent employees were on the rolls of the Company.
IV. The explanation on the relationship between average increase in remuneration and Company’s performance:
Average increase in the remuneration of employees during the Financial Year 2015-16 was 14.33 %. In view of the robust growth
performance of the Company during the year, increased increments are justified as given to employees.
V. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
The comparison of remuneration of the Key Managerial Personnel against the performance of the Company for the Financial Year 2015-
16 is as follows:
VI. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current Financial Year and
previous FinancialYear 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:
VII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial
Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
During the Financial Year 2015-16, average percentile increase already made in the salaries of employees other than the managerial
personnel was 14.21% which in view of the robust growth made by the Company during the FinancialYear 2015-16, there was an increase
in the managerial remuneration under Section 197 of the Companies Act, 2013.The nominal increments were given to employees other
than the managerial personnel during the Financial Year 2015-16 to provide for increased cost of living/ inflation in accordance with the
Remuneration Policy of the Company.
VIII. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
The comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company for the Financial
Year 2015-16 are as follows:
Sl. No Name Designation Ratio of Remunera-
tion of each Director
to median remuner-
ation of Employee
Percentage Increase
in
Remuneration
1 Mr. Monoranjan Roy Chairman & Managing Director 12.06:1 -
2 Mr. Arup Thakur Executive Director & CFO 7.13:1 16.12%
3 Mr. Subrata Basu Executive Director 7.13:1 20.00%
4 Mr. JBS Negi Non-Executive Director - -
5 Ms. Mou Roy Non-Executive Director - -
6 Mr. Abhijit Datta Non-Executive Director - -
7 Mr. Aditya Karwa Company Secretary 1.64:1 0.00%
Aggregate remuneration of KMPs in FY 2015-16 (Hin Lacs) 70.08
Revenue (Hin Lacs) 94,605.88
Remuneration of KMPs (as % of revenue) 0.07
Earnings before interest, depreciation and amortization and tax [EBITDA] (Hin Lacs) 5,610.41
Remuneration of KMPs (as % of EBITDA) 1.25
Particulars 31st March, 2016 31st March, 2015 % Change
Closing Price (BSE) in H 121.50 54.78 121.82
Market Capitalization (HIn million) 243.52 109.79 121.82
Price earnings Ratio 10.29 3.50 193.94
Name of KMP Designation % of Revenue % of EBITDA
Mr. Monoranjan Roy Chairman & Managing Director 0.03% 0.53%
Mr. Arup Thakur Executive Director & CFO 0.02% 0.32%
Mr. Subrata Basu Executive Director 0.02% 0.32%
Mr. Aditya Karwa Company Secretary 0.004% 0.07%
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.
IX. The key parameters for any variable component of remuneration availed by the Directors:
During the Financial Year 2015-16, no variable component of remuneration has been availed by the Directors of the Company.
X. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration
in excess of the highest paid Director during the year:
During the Financial Year 2015-16, no employee has received remuneration in excess of the highest paid Director of the Company.
XI. Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid during the Financial Year 2015-16 is as per the Remuneration Policy of the Company.
Sd/-
Monoranjan Roy
Date: 28.04.2016 (DIN: 02275811)
Annual
16 34 35

Annexure – 4 Annexure – 5
PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014
FORM NO. AOC -2
PURSUANT TO CLAUSE (H) OF SUB-SECTION (3) OF SECTION 134 OF THE ACT AND RULE 8(2)
OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. CONSERVATION OF ENERGY:
a) Energy conservation measures taken: -Nil-
b) Additional investments and proposals, if any, being implemented for reduction of consumption of Energy: -Nil-
c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the
cost of production of goods:
- N.A.-
d) Total energy consumption and energy consumption per unit of production as per Form A is given below: - N.A.-
B. TECHNOLOGY ABSORPTION:
Form for disclosure of particulars with respect to absorption
A. RESEARCH AND DEVELOPMENT (R&D):
1. Specific areas in which R & D carried out by the Company N.A
2. Benefits derived as a result of the above R & D. N.A
3. Future plan of action N.A
4. Expenditure on R & D N.A
B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
C FOREIGN EXCHANGE EARNINGS AND OUTGO:
1 Efforts, in brief, made towards technology absorption, adaptation and innovation N.A
2. Benefits derived as a result of the above efforts, e.g. Product development, import substitution, etc. N.A
3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the FinancialYear),
following information may be furnished:
N.A
a) Technology imported N.A
b) Year of import N.A
c) Has Technology been fully absorbed N.A
d) If not fully absorbed, area where this has not taken place reasons there for and future plans of action N.A
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)
April 1, 2015 to
March 31, 2016
April 1, 2014 to
March 31, 2015
(i) Foreign Exchange earned 9.97 N.A
(ii) Foreign Exchange used 13.72 N.A
Sd/-
Monoranjan Roy
Date: 28.04.2016 (DIN: 02275811)
Sd/-
Monoranjan Roy
Date: 28.04.2016 (DIN: 02275811)
Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1)
of Section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
Sl. No Particulars Details
a) Name (s) of the related party & nature of relationship Nil
b) Nature of contracts/arrangements/transactions Nil
c) Duration of the contracts/arrangements/transactions Nil
d) Salient terms of the contracts or arrangements or transactions including the value, if any Nil
e) Justification for entering into such contracts or arrangements or transactions Nil
f) Date of approval by the Board Nil
g) Amount paid as advances, if any Nil
h) Date on which the special resolution was passed in General Meeting as required under first proviso
to section 188
Nil
2. Details of contracts or arrangements or transactions at Arm’s length basis.
Sl. No Particulars Details Details
a) Name (s) of the related party & nature of relationship Priya Laboratories Pvt. Ltd.
(Subsidiary Company)
Yours Laboratories Pvt. Ltd.
(Subsidiary Company)
b) Nature of contracts/arrangements/transaction Conversion Charges Conversion Charges
c) Duration of the contracts/arrangements/transaction Nil Nil
d) Salient terms of the contracts or arrangements or transactions
including the value, if any
Nil Nil
e) Date of approval by the Board 22.04.2015 22.04.2015
f) Amount paid as advances, if any Nil Nil
Annual
16 36 37

Annexure – 6
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on March 31, 2016
[PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION) RULES, 2014]
I. REGISTRATION AND OTHER DETAILS
i. CIN L67120WB1978PLC031561
ii. Registration Date 29-06-1978
iii. Name of the Company PINCON SPIRIT LIMITED
iv. Category/ Sub-Category of the Company Public Company Limited by Shares /Indian Non-Government Companies
v. Address of the Registered office and Contact details 7, Red Cross Place,
“Wellesley House” 3rd Floor, Kolkata – 700 001
Phone No. 033 – 2231-9135. Fax No. 033 – 4008-0690
E-mail: pinconspiritlimited@gmail.com
Website: www.pinconspirit.in
vi. Whether Listed Company Yes
vii. Name, Address and Contact details of Registrar and Transfer
Agent, If any
S. K. INFOSOLUTIONS PVT. LTD
34/1A Sudhir Chatterjee Street, Kolkata- 700 006
Phones : 033-2219-4815 & 033-2219-6797
Fax : 033-2219-4815
Email : skcdilip@gmail.com, contact@skcinfo.com,
URL : www.skcinfo.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Sl. No Name and Description of Main Products/ Services NIC Code of the
Product/Service
% to total Turnover
of the Company
1. Wholesale of intoxicants like wines and liquors 46308 30.37
2. Refining & Packaging of Edible Oils (FMCG) 10401, 10402 29.70
3. Blending & Bottling of Indian Made Foreign Liquor 11011 26.95
4. Blending & Bottling of Indian Made Indian Liquor 11012 12.97
III. PARTICULARS OF HOLDINGS, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. No Name and
Address of the Company
CIN/GLN Holding/ Subsidiary
Associate
% of Shares
held
Application
Section
1 Priya Laboratories Pvt. Ltd.
“Wellesley House”
7, Red Cross Place, 3rd Floor
Kolkata – 700 001
U24246WB2003PTC097219 Subsidiary 62.50% 2(87)
2 Yours Laboratories Pvt. Ltd.
28T, Ramakrishna Samadhi Road
Kolkata – 700 054
3 Paul Distributors Pvt. Ltd.
247/C Raipur Road,
Bagha Jatin Street,
Kolkata-700092
IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as Percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders No. of Shares held at the beginning of the year
[As on 1-April-2015]
No. of Shares held at the end of the year
[As on 31-March-2016]
% Change
during the
yearDemat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
A. Promoters’
1. Indian
a) Individual/ HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-Total (A) (1) - - - - - - - - -
2. Foreign
a) NRIs - Individuals - - - - - - - - -
b) Others - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-Total (A) (2) - - - - - - - - -
Total Shareholding of Promoters
(A)=(A)(1)+(A)(2)
- - - - - - - - -
B. Public Shareholding
1. Institutions
a)Mutual Funds - - - - - - - - -
b) Venture Capital Funds - - - - - - - - -
c) Alternate Investment Funds - - - - - - - - -
d) Foreign Venture Capital Investors - - - - - - - - -
e) Foreign Portfolio Investors - - - - 174,239 - 174,239 0.83 0.83
f)Financial Institutions/ Banks - - - - - - - - -
g) Insurance Companies - - - - - - - - -
h) Provident Funds/ Pension Funds - - - - - - - - -
i) Any Other (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - 174,239 - 174,239 0.83 0.83
2. Non-Institutions
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)
ii) Overseas - - - -
b) Individuals - - - -
i) Individual shareholders holding nominal
share capital upto H2 lakh
597,006 141,000 738,006 7.36 4,743,081 225,813 4,968,894 23.61 16.25
ii) Individual shareholders holding
nominal share capital in excess of H2 lakh
883,806 372,500 1,498,853 14.96 705,106 551,200 1,256,306 5.97 (8.99)
c) Others (specify): Director2
2,993,393 - 2,993,393 29.87 5,986,786 1,000,000 6,986,786 33.20 3.33
i) Non Resident Indians 37.00 - 37 0.00 195,494 195,494 0.93 0.93
ii) Overseas Corporate Bodies - - - - - - - - -
iii) Foreign Nationals - - - - - - - - -
iv) Clearing Members 46,245 - 46,245 0.46 330,042 - 330,042 1.57 1.11
v) Trusts - - - - - - - - -
vi) Foreign Bodies - D R - - - - - - - - -
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)
Total Public Shareholding (B)=(B)(1)+
(B)(2)
6,754,400 3,267,100 10,021,500 100.00 14,940,487 6,102,513 21,043,000 100.00 (0.00)
C. Shares held by Custodian for GDRs
& ADRs
- - - - - - - - -
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)
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotted made on 30.03.2016.
Annual
16 38 39

ii) Shareholding of Promoters
Sr. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
shareholding
during the
year
No. of Shares % of total
Shares of the
Company
%of Shares
Pledged /
encumbered
to total
shares
Shares of the
Company
%of Shares
Pledged /
encumbered
to total
shares
- - - - - - -
iii) Change in Promoters’Shareholding (Please specify, if there is no change)
Sl. No. Particulars
Shareholding at the beginning of
the year
Cumulative Shareholding during
the year
No. of shares % of total
shares of the
company
shares of the
company at the
end of year
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding during the year
specifying the reasons for increase / decrease (e.g. allotment /transfer /
bonus/ sweat equity etc.)
N.A.
At the end of the year - - - -
iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Sl. No. For Each of the Top Shareholders
Shareholding at the
beginning of the year
i.e. on April 01, 2015
Cumulative Shareholding
at the end of the year
i.e. on March 31, 2016
Shares
of the Company
Shares
of the Company
1 Jaibishwambhar Traders Private Limited # - - 1,000,000 4.75
2 Omshaktidev Realestate Private Limited # - - 900,000 4.28
3 Shivmani Projects Private Limited # - - 900,000 4.28
4 Youthvision Commodities Private Limited # - - 777,890 3.70
5 Coinage Tradecomm Private Ltd # - - 760,000 3.61
6 Ajay Tiwari $ 122,700 1.22 245,400 1.17
7 Rajasthan Global Securities Private Limited # - 204,416 0.97
8 Kemnay Investment Fund Ltd # - - 174,239 0.83
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.
v) Shareholding of Directors and Key Managerial Personnel
Sl. No For Each of the Top
Shareholders
Shareholding at the
beginning of the year
i.e. on April 01, 2015
Increase/Decrease in shareholding during the year Cumulative Shareholding
at the end of the year
i.e. on March 31, 2016
No. of
Shares
% of total
Shares
of the
Company
01/04/2015 to
30/06/2015
01/07/2015
to
30/09/2015
01/10/2015
to
31/12/2015
01/01/2016
to
31/03/2016
No. of
Shares
% of total
Shares
of the
Company
1. Monoranjan Roy
(Chairman & Managing
Director)
2993393 29.87 - - 29933931
10000002
6986786 33.20
Note:
1. The total number of Equity Shares has increased due to issuance of bonus share in October 2015 in the ratio 1:1
2. Includes Equity shares of 1000000 as of March 31, 2016 issued on preferential basis to the CMD Mr. Monoranjan Roy allotment made on 30.03.2016.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Hin Lacs
PARTICULARS Secured Loans
excluding deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the Financial Year
i) Principal Amount 920,788,668.00 600,000,000.00 - 1,520,788,668.00
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 920,788,668.00 600,000,000.00 - 1,520,788,668.00
Change in Indebtedness during the Financial Year 920,788,668.00 600,000,000.00 - 1,520,788,668.00
* Net Change
Indebtedness at the end of the Financial Year 998,917,544.00 17,500,000.00 - 1,016,417,544.00
i) Principal Amount
ii) Interest due but not paid 1,919,706,212.00 617,500,000.00 - 2,537,206,212.00
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1,919,706,212.00 617,500,000.00 - 2,537,206,212.00
Note:
1. Conversion of Unsecured Loan of Mr. Monoranjan Roy into Equity Shares on preferential basis as approved by the Shareholders on 22.03.2016 in the EGM
& allotment of same on 30.03.2016
Annual
16 40 41

Hin Lacs
Sl. No. Particulars of Remuneration Name of Directors Total Amount
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
B. Remuneration to Other Directors and/or Managers
Hin Lacs
Sl. No. Particulars of Remuneration Key Managerial Personnel
CS Aditya Karwa Total
1
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 408,000.00 408,000.00
(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
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF THE OFFENCES
Type Section of the
Companies Act
Brief
Description
Details of Penalty
/ Punishment/Compounding
fees imposed
Authority
[RD / NCLT/ COURT]
Appeal made,
if any (give Details)
A. COMPANY
There were no penalties/punishment/compounding of offences for
breach of any section of the Companies Act against the Company or its Directors or other
Officers in Default during the Financial Year 2015-16.
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD
Sd/-
Monoranjan Roy
Date: 28.04.2016 (DIN: 02275811)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager H in Lacs
Sl.
No.
Particulars of Remuneration Name of MD/WTD/ Manager
Total AmountMonoranjan Roy
Chairman & Managing
Director
Arup Thakur
Executive Director
& CFO
Subrata Basu
Executive
Director
Gross salary
1
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
3,000,000.00 1,800,000.00 1,800,000.00 6,600,000.00
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Nil Nil Nil Nil
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4
Commission
- as % of profit Nil Nil Nil Nil
- others, specify…
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
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)
Annual
16 42 43

Annexure – 7
ANNUAL REPORT ON
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
A. Corporate Social Responsibility Initiatives
As part of its initiatives under“Corporate Social Responsibility”(CSR), the Company has Constituted Corporate Social Responsibility Committee
in line with Section 135 of the Companies Act, 2013 read with Schedule VII. For the year 2015-16 CSR would be implemented in association
with Belaria Humanity Welfare Society, established under West Bengal Society Registration Act 1961, as NGO to grant donations to poor and
the needy for meeting expenditure of education, medical treatments and any other charitable purpose; to establish, run, support and grant
aid or other financial assistance to schools, libraries laboratories, research and other institutions of the like nature in India. CSR Policy – As per
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.
During the Financial year ended 31st March, 2016, 2 Meetings were held on 31st October, 2015 & 21st January, 2016.
1 2 3 4 5 6 7 8
Sl No CSR project or
activity identified
Sector in which the
project is covered
Projects or
programmes
1. Local area or
other
2. State of project
Amount outlay
(budget project or
programme wise)
Amount spent in
each project or
programme
Direct expenditure
Overhead
Cumulative
expenditure upto
the report period
Amount
Spent:
Direct or through
implementation
agencies
1. Education, Medical
treatments and any
Other charitable
purpose
• Eradication of
Extreme poverty and
hunger (Clause (i) of
Schedule VII)
• Eradication of
Malnutrition (Clause
(i) of Schedule VII)
• Sanitation and
making available
safe drinking
water (Clause (i) of
Schedule VII)
Local Project at
Kolkata,
24 - Parganas (N & S)
(West Bengal)
H33.66 Lacs H20.00 Lacs H20.00 Lacs Through
Implementing
Agency Belaria
Humanity Welfare
Society
Total H33.66 Lacs H20.00 Lacs H20.00 Lacs
* Implementation Agency is Belaria Humanity Welfare Society.
B. Composition, Name of Members and Chairperson
The composition and attendance of Members at the Meetings of the Nomination & Remuneration committee held during 2015-16 are as
follows:
C. Average net profit of the Company for last Three Financial Years:
Average net profit: H1682.92 Lacs
D. Prescribed CSR Expenditure (Two percent of the amount as in item C above)
The Company is required to spend H33.66 Lacs.
E. Details of CSR spend for the Financial Year 2015-16:
a) Total amount spend for the Financial Year: H20.00 Lacs.
b) Amount unspent, if any: H13.66 lac.
c) Manner in which the amount spends during the Financial Year 2015-16 is detailed below:
F. Reason for failure to spend Budgeted Amount
The shortfall in the budgeted CSR expenditure during the Financial Year 2015-16 relates to certain CSR projects of ongoing nature
undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects.
G. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR
Policy, is in compliance with the CSR objectives and Policy of the Company:
The CSR Committee confirms that the implementation and monitoring of the CSR Policy of the Company is in compliance with the CSR
objectives and CSR Policy of the Company.
Sd/- Sd/-
Place: Kolkata JBS Negi Monoranjan Roy
Date: 28.04.2016 Chairperson – CSR Committee Chairman & Managing Director
Name of the Directors Category No. of Meetings Held
Held Attended
Mr. Kunal Saxena1
Chairman (Resigned on 09.02.2016) 2 2
Mr. JBS Negi Chairman (Appointed on 09.02.2016 ) 2 2
Mr. Subrata Basu Member 2 2
Ms. Mou Roy Member (Inducted in the Committee on 09.02.2016) 0 0
Note:
Annual
16 44 45

Report on Corporate Governance
The Directors present the Company’s Report on Corporate Governance.
I. MANDATORY REQUIREMENTS
Name of the Directors Designation Category Directorship held in other
companies #
Mr. Monoranjan Roy Chairman & Managing Director Executive Director 10
Mr. Arup Thakur Executive Director Executive Director & CFO 8
Mr. Subrata Basu Executive Director Executive Director 4
Mr. JBS Negi Non-Executive Director Independent Director 2
Mr. Kunal Saxena1
Non-Executive Director Independent Director -
Ms. Mou Roy Non-Executive Director Independent Women Director 3
Mr. Abhijit Datta2
Non-Executive Director Independent Director 6
Date Board Strength No. of Directors Present
22nd April 2015 6 5
21st May 2015 6 6
11th June 2015 6 6
16th June 2015 6 3
08th July 2015 6 5
06th August 2015 6 6
26th August 2015 6 5
19th September 2015 6 5
29th September 2015 6 5
12th October 2015 6 5
28th October 2015 6 5
31st October 2015 6 6
16th November 2015 6 3
15th December 2015 6 5
21st January 2016 6 6
09th February 2016 6 6
25th February 2016 6 6
30th March 2016 6 4
Name of the Directors Number of Board Meetings Attendance at AGM
Held on December 26, 2015Held Attended
Mr. Monoranjan Roy 18 18 Yes
Mr. Arup Thakur 18 18 Yes
Mr. Subrata Basu 18 18 Yes
Mr. Kunal Saxena1
16 14 No
Mr. JBS Negi 18 7 No
Ms. Mou Roy 18 16 Yes
Mr. Abhijit Datta2
3 1 No
1. COMPANY‘S PHILOSOPHY ON CORPORATE GOVERNANCE
PINCON SPIRIT LIMITED (“PSL”/“the Company”/“Company”) is committed to implement sound Corporate Governance practices to ensure
transparency in its operations and maximize Stakeholders’value. The Company’s core philosophy on the code of Corporate Governance
is to abide by the following practices:
Board accountability to the Company and Shareholders
Strategic guidance and effective monitoring by the Board
Protection of minority interests and rights
Equitable treatment of all Shareholders
2. BOARD OF DIRECTORS
The Board of Directors along with its Committees provides leadership and guidance to the Company’s Management and supervises
the Company’s performance. As at March 31, 2016 the Board of Directors (“Board”) comprises of 6 (Six) Directors out of which 3 (Three)
Directors are Non-Executive Directors.
The Composition of the Board of Directors is in conformity with Regulation 17 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Composition and Category of the Board of Directors is as follows:
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:
Attendance of Directors at the meetings:
The details of the attendance of the Directors at the Board Meetings held during the year ended March 31, 2016 and at the last Annual
General Meeting (AGM) are given below:
Note:
# Including Private Limited
Note:
None of the Directors hold Directorship in more than 15 Companies.
Annual
16 46 47

Pincon annual report 2015-16

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Pincon annual report 2015-16