To the Members,
Your directors are pleased to present the 40th Annual Report
of Pioneer Investcorp Limited together with the audited financial statements of
your Company for the Financial year (FY) ended 31st March 2025.
The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Total Income |
3593.05 |
2644.97 |
4670.94 |
4101.81 |
Profit before Tax |
550.39 |
309.65 |
797.03 |
666.06 |
Less: Tax expenses |
(234.85) |
(66.17) |
279.33 |
(259.10) |
Net Profit after Tax |
315.54 |
243.49 |
789.03 |
406.95 |
2. COMPANY'S PERFORMANCE
The Company is engaged in the business of portfolio investments
securities and to deal in Government Securities including Government Bonds, Loans,
National Savings Certificates, Post Office Savings Schemes, Units in Investments etc. and
it is also registered Merchant Banker. There has been no change in the business of the
Company during the financial year ended 31st March 2025. The highlights of the
Company's performance on standalone basis are as under:
• Revenue from Operation in the FY 2024-25 is Rs. 2730.32
lakhs as compared to Rs. 2562.28 lakhs in previous FY.
• Net Profit After Tax is Rs. 315.54 lakhs in FY 2024-25 as
compared to Net Profit of Rs. 243.49 lakhs in previous FY.
3. DIVIDEND
In order to strengthen the Company's working capital requirements
for the growth of the Company, the Board of Directors of the Company has decided not to
recommend a dividend for the FY 2024-25.
4. TRANSFERS TO RESERVES
The Company has not transferred any amount to the Reserves for the FY
ended 31st March 2025.
5. SHARE CAPITAL
The details of Share capital of the Company are as under:
Particulars |
As at 31st March, 2025 |
As at 31st March, 2024 |
|
Number of Shares |
Amount |
Number of Shares |
Amount |
Authorised Capital: |
2,50,00,000 |
25,00,00,000 |
2,50,00,000 |
25,00,00,000 |
| Equity Shares of |
|
|
|
|
| Rs 10/- each |
|
|
|
|
Issued, Subscribed &
Paid Up Capital: |
1,22,96,908 |
12,29,69,080 |
1,22,96,908 |
12,29,69,080 |
Equity Shares of Rs 10/- each |
|
|
|
|
6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The details of the subsidiaries, joint ventures or associate companies
are as mentioned below:
Sr. No. Name of the Company |
Subsidiary / Joint Venture / Associate |
| 1 Infinity.Com Financial Securities
Limited |
Wholly Owned Subsidiary Company |
| 2 Pioneer Wealth Management Services
Limited |
Wholly Owned Subsidiary Company |
| 3 Pioneer Money Management Limited |
Wholly Owned Subsidiary Company |
| 4 Pioneer Investment Advisory Services
Limited |
Wholly Owned Subsidiary Company |
| 5 Pioneer Fundinvest Private Limited |
Wholly Owned Subsidiary Company |
| 6 PINC Finserve Private Limited |
Wholly Owned Subsidiary Company |
| 7 E-Ally Securities (India) Private
Limited |
Wholly Owned Subsidiary Company |
Further, a statement containing the salient features of the financial
statement of subsidiary Company in the prescribed format AOC-1 is appended as an "Annexure
2" to the Board's report. The statement also provides the details of
performance, financial positions of the subsidiary company In accordance with Section 136
of the Companies Act, 2013, the audited financial statements, including the consolidated
financial statements and related information of the Company and audited accounts of each
of its subsidiary, are available on website of the Company on http:// www.pinc.co.in.
7. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company, pursuant to Section 134(5) of
the Act, to the best of its knowledge and ability, confirm that: i) In the preparation of
the annual accounts, the applicable accounting standards have been followed and there are
no material departures; ii) they have selected such accounting policies and have applied
them consistently and made judgments and estimates that are reasonable and prudent to give
a true and fair view of the state of affairs of the Company as of 31st March
2025 and of the Profit of the Company for that period; iii) they have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; iv) they have prepared the annual
accounts on a going concern basis; v) they have laid down internal financial controls to
be followed by the Company and such internal financial controls are adequate and are
operating effectively; vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report for the year under
review, is given as a separate statement in the Annual Report.
9. DIRECTORS AND KEY MANAGEMENT PERSONNEL
Board of Directors
In accordance with the applicable provisions of Section 152 of the Act
and the Articles of Association of the Company Mr. Tushya Jatia
(DIN 02228722), Director of the company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself for the
reappointment.
Name of the Director |
Designation |
Appointment/ Reappointment /Cessation |
Date of Appointment/ Cessation |
| Mr. Anand Desai |
Non-Executive Independent Director |
Cessation (Upon completion of term) |
12th December 2024 |
| Mr. Raj Singh |
Non-Executive Independent Director |
Appointment |
20th June 2025 |
| Mrs. Saraswathy Sadasivan |
Non-Executive Director |
Appointment |
20th June 2025 |
| Mrs. K. C. Maniar |
Non-Executive Independent Director |
Cessation (Upon completion of term) |
21st June 2025 |
Mr. Shailesh Dalal is proposed to be re-appointed as Non-Executive
Independent Director of the Company for the second term of five years in the ensuing
Annual General Meeting, subject to members' approval.
Further, there is no change in the constitution of the Board during the
year under review.
Key Management Personnel
Mr. Gaurang Gandhi is proposed to be re-appointed as Managing Director
of the Company for further period of three years in the ensuing Annual General Meeting,
subject to members' approval.
10. INDEPENDENT DIRECTORS (A STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE ACT)
In accordance with the provisions of Section 149(7) of the Act, Mr. A.
T. Krishnakumar, Mrs. K. C. Maniar and Mr. Shailesh Dalal, Independent Directors of the
Company as on 31st March, 2025 have given their declarations to the Board that
they meet the criteria of independence as laid down under Section 149(6) of the Act,
Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to
be Independent Directors pursuant to Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with
the Code of Conduct prescribed under Schedule IV of the Act.
Further, the Independent Directors have confirmed that they have
included their names in the Independent Director's databank maintained by the Indian
Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014 During the FY 2024-25
a separate meeting of Independent Directors was held on 28th March 2025,
without the presence of executive directors or management representatives and the
following matters were discussed:
• the performance of non-independent directors and the Board
as a whole;
• the performance of the Chairman of the Company, taking into
account the views of executive directors and non-executive directors; and
• assess the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
11. ANNUALEVALUATIONOFBOARD,COMMITTEES, AND INDIVIDUAL DIRECTORS
The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the provision of the Act and the
SEBI Listing Regulations.The Board evaluated its performance after seeking input from all
the directors based on criteria such as the Board composition and structure, effectiveness
of board processes, information, and functioning, etc. The performance of the Committees
was evaluated by the Board after seeking input from the committee members based on
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are as provided in the Guidance Note on Board Evaluation issued by the
SEBI.
The evaluation was done in accordance with the framework and criteria
laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated
performance of Non-Independent Directors, Board as a whole and of the Chairman of the
Board.
12. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on 31st March 2025 is available on the Company's website
at https://pinc.co.in/important-notifications
13. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. A brief outline of the CSR policy and the
initiatives undertaken by the Company on CSR activities during the year under review are
set out in Annexure 4 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the
Company's website at https://pinc.co.in/important-notifications. For other details
regarding the CSR Committee, please refer to the Corporate Governance Report, which forms
part of this report.
14. MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
During the financial year 2024-25, 5 (five) Board meetings were
convened. The details of Board and Committee meetings held during the year under review,
are given in the Corporate Governance Report, forming part of this Annual Report. The gap
between these meetings was within the prescribed period under the Act and the SEBI Listing
Regulations.
As on 31st March 2025, the board had 3 (Three) committees
Audit Committee ("AC"), Nomination and Remuneration Committee ("NRC"),
Stakeholders' Relationship Committee ("SRC"), (the AC, NRC and SRC
are collectively referred to as "Committees").
15. AUDIT COMMITTEE
During the FY 2024-25, 5 (Five) Audit Committee meetings were convened.
The details pertaining to the composition of the Audit Committee is given in the Corporate
Governance Report, forming part of the Annual Report. The Board has accepted all
recommendations of the Audit Committee during the year under review.
16. AUDITORS
i) Auditors and Auditors Report
The Auditors' Report for financial year 2024-25 does not contain
any qualification, reservation, or adverse remark. The Report is enclosed with the
financial statements in this Integrated Annual Report.
The Auditor's certificate confirming compliance with conditions of
corporate governance as stipulated under Listing Regulations, for FY 2024-25 is enclosed
as to the Board's report, which forms part of this Integrated Annual Report.
ii) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. Vineeta Patel & Co., Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company for the FY ended 31st March 2025. The
Secretarial Audit Report for the FY ended 31st March 2025 is enclosed with this
report as "Annexure 3".
The Secretarial Audit Report is self-explanatory and thus does not
require any further comments. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark, or disclaimer. The Company is following the
Secretarial Standards issued by the Institute of Company Secretaries of India.
The Company's material subsidiaries undergo Secretarial Audit.
Copy of Secretarial Audit Reports of Infinity.com Financial Securities Limited forms part
of this report. The Secretarial Audit Report of these material subsidiaries does not
contain any qualification, reservation, adverse remark or disclaimer.
iii) Cost Auditors
The Company is not required to keep cost records or appoint cost
auditors. iv) Internal Auditor
The Board, upon the recommendation of the Audit Committee, has
appointed Ms. Riddhi Dilip Sidhpura, as an Internal Auditor of the Company for FY 2024-25.
17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES/ RELATED PARTY
TRANSACTIONS
The Company's related party transactions are mostly with its
Wholly Owned Subsidiaries. All the contracts / arrangements / transactions entered by the
Company during the FY with related parties were in its ordinary course of business and on
an arm's length basis. There were no materially significant transactions with related
parties including promoters, directors, key managerial
personnel,subsidiaries,orrelativesoftheDirectors during the FY which could lead to a
potential conflict with the interest between the company and these parties. The details of
the transactions with related parties, if any, were placed before the Audit Committee from
time to time. There were no material individual transactions with related parties, which
were not in the ordinary course of business of the Company, nor were there any
transactions with related parties, which were not on arm's length basis. Accordingly,
the disclosure in Form AOC-2 is not applicable to the Company for the year under review.
Suitable disclosure as required by the Accounting Standards (AS- 18) has been made in the
notes to the Financial Statements. Prior omnibus approval for day-today transactions is
also obtained from the Audit Committee for the related party transactions which are
repetitive in nature as well as for the business transactions which cannot be foreseen and
accordingly the required disclosures are made to the Committee for their approval.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at www. pinc.co.in. Your directors draw the attention of the
members to note no. 34 to the financial statement which sets out related party
transactions disclosures.
18. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year of the Company i.e. 31st
March 2025 to which these financial statements relates and the date of this report.
19. DEPOSIT
The Company has neither accepted nor renewed any deposits during the
year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made
thereunder.
20. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of ethics
and governance, resulting in enhanced transparency for the benefit of all stakeholders.
The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing
Regulations forms part of this report as "Annexure 1". The Company is in
full compliance with the requirements and disclosures made in this regard. The requisite
certificate from M/s. Vineeta Patel & Co., Secretarial Auditor, confirming compliance
of the Corporate Governance requirements is annexed to the Corporate Governance Report,
forming part of this Directors' Report.
21. RISK MANAGEMENT FRAMEWORK
The provisions of Regulation 21 (Risk Management Committee) of the SEBI
Listing Regulations do not apply to our Company. However, pursuant to Regulation 17(9) of
the SEBI Listing Regulations, the Company has implemented a Risk Management framework
which is comprehensive in nature, providing guidance on identification and mitigation of
the various risks that the Company and its wholly owned subsidiaries may face in the
conduct of its business.
22. INTERNAL FINANCIAL CONTROLS
The Company has implemented adequate procedures and internal controls
which provide reasonable assurance regarding reliability of financial reporting and
preparation of financial statements. Further, the Board also keeps updating Internal
financial controls to ensure that these measures are functioning efficiently in the
ordinary course of business.
23. EMPLOYEE STOCK OPTION SCHEME (ESOP)
During the year end under review, 2,14,750 stock options were lapsed
and forfeited and as on 31st March 2025, 3,87,000 Stock Options were in force.
The statutory disclosure relating to ESOP scheme is available at Company's website
www.pinc.co.in.
24. VIGIL MECHANISM
The Company in line with the requirements of the Companies Act, 2013
and SEBI (LODR) Regulations, and by taking into consideration the principles of good
governance, has devised, adopted, and implemented a vigil mechanism, in the form of
‘Whistle Blower Policy', for the directors and employees. This policy enables
them to report genuine concerns in such manner as, may be prescribed. Further policy
provides adequate safeguards against victimization to persons and makes provision for
direct access to the chairperson of the Audit Committee in appropriate or exceptional
cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the
Company's website at www.pinc. co.in.
25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments as per Section 186
of the Act by the Company, have been disclosed in the financial statements.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EARNINGS AND
EXPENDITURES
The Company's administrative department ensures to conserve energy
wherever possible, and its IT department ensures that Company's software and IT
system are updated to ensure efficient technology absorption. Further Company's
foreign exchange earnings and expenditures during the year under review were nil.
27. COMPLIANCE WITH SECRETARIAL STANDARD
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unpaid or unclaimed dividends which remains unclaimed
or unpaid for seven years from the date of transfer to unpaid account, are required to be
transferred by the Company to the IEPF established by the Central Government. Further,
according to the Rules, the shares in respect of which dividend have not been claimed or
paid to the shareholders for seven consecutive years or more shall also be transferred to
demat account created by the IEPF Authority.
a) Dividend
The Company has transferred to IEPF Account the entire unclaimed
Dividends lying with the Company. Members wishing to claim dividends, which have remained
unclaimed, are requested to correspond with Registrar and Share Transfer Agents (RTA) or
Company Secretary at the Company's registered office.
b) Shares
Further, those shares in respect of which dividend have not been
claimed or paid to the shareholders for seven consecutive years or more, were also
transferred as per the requirements of IEPF rules, details of which will be provided on
Company's website www. pinc.co.in.
29. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the
Annual Report and is marked as "Annexure 5" to this Report.
30. GENERAL
The Board of Directors state that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items
during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOP referred to in this Report.
4. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
5. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
7. No fraud has been reported by the Auditors to the Audit Committee or
to the Board.
8. There has been no change in business of the Company.
9. There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
10. There was no instance of one-time settlement with any Bank or
Financial Institution. The Board of Directors further state that during the year under
review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
31. CODE OF CONDUCT
Your Company has established a Code of Conduct and Code of Fair
Disclosures for Prohibition of Insider Trading ("Code of Conduct" or
"Code") which is applicable to the Employees, Directors, designated persons,
immediate relatives of designated persons and connected persons of the Company. The Code
lays down the standard of conduct, which is expected to be followed by the Directors and
employees in their business dealings, and in particular, on matters relating to integrity
in the workplace, dealing with stakeholders and in business practices. All the Board
Members and the Senior Management employees have confirmed compliance with the Code.
The Code is available on website of the Company at www.pinc.co.in
32. APPRECIATION
The Board wishes to express its deep appreciation to all the staff
members for their excellent contribution and to the Bankers, shareholders, and client for
their continued support.
Registered Office: |
|
By Order of the Board of Directors |
| 1218, Maker Chambers V, |
|
For Pioneer Investcorp Limited |
| Nariman Point, Mumbai – 400 021. |
|
|
| Tel No. : +91-22-66186633 |
|
|
| CIN: L65990MH1984PLC031909 |
|
|
| Website: www.pinc.co.in |
Gaurang Gandhi |
A. T. Krishnakumar |
| E-mail id: investor.relations@pinc.co.in |
Managing Director |
Director |
|
DIN:00008057 |
DIN: 00926304 |
| Date : 20th June 2025 |
|
|
| Place : Mumbai |
|
|
