Dear Shareholders,


Your Directors are pleased to present the 76th Annual Report of the Company
along with the Audited Financial Statements for the year ended 31st March,
2023. The Financial Results for the year are shown below:

(Rs. in Lakhs)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
2022-23
    
2021-22
    
2022-23
    
2021-22
  
  

    
Total Income
    
29,302.21
    
26,046.29
    
27,961.45
    
25,779.39
  
  

    
Less: Total expenses
    
7,194.64
    
6,632.74
    
7,204.12
    
6,638.25
  
  

    
Less: Exceptional Items
    
-
    
-
    
-
    
-
  
  

    
Profit before tax
    
22,107.57
    
19,413.55
    
20,757.33
    
19,141.14
  
  

    
Add/(Less): Tax expense
    
(5,129.62)
    
(4,488.54)
    
(5,165.26)
    
(4,511.95)
  
  

    
Profit after tax
    
16,977.95
    
14,925.01
    
15,592.07
    
14,629.19
  
  

    
Add/(Less): Share in profit of associate company
    

    

    

    

  
  

    
Net profit after tax and share in profit of associate
    

    

    

    

  
  

    
Company
    
-
    
-
    
9,001.00
    
5,513.23
  
  

    
Profit for the year
    
16,977.95
    
14,925.01
    
24,593.07
    
20,142.42
  
  

    
Add / (Less):Actuarial gain on defined benefit plan
    
1.24
    
0.79
    
7.20
    
21.67
  
  

    
(gratuity) Net of Income Tax
    

    

    

    

  
  

    
Realised gain on equity share
    
25.83
    
2,913.30
    
25.83
    
2,913.30
  
  

    
Less: Current tax on realised gain
    
-
    
326.54
    
-
    
326.54
  
  

    
Add: Balance brought forward from previous year
    
1,61,117.03
    
1,48,767.82
    
2,01,901.12
    
1,84,313.62
  
  

    
Balance Available
    
1,78,122.05
    
1,66,280.38
    
2,26,527.22
    
2,07,064.47
  
  

    
Appropriations
    

    

    

    

  
  

    
Dividend paid
    
1,660.84
    
1,660.84
    
1,660.84
    
1,660.84
  
  

    
Transfer to Statutory Reserve u/s. 45-IC of
    
3,401.01
    
3,502.51
    
3,401.01
    
3,502.51
  
  

    
Reserve Bank of India Act, 1934
    

    

    

    

  
  

    
Closing Balance of retained earnings
    
1,73,060.20
    
1,61,117.03
    
2,21,465.37
    
2,01,901.12
  



INDIAN ACCOUNTING STANDARDS (IND AS)


The audited financial statements of the Company drawn up both on standalone and
consolidated basis, for the financial year ended 31st March, 2023, are in
accordance with the requirements of the Companies (Indian Accounting Standards) Rules,
2015 ("Ind AS Rules").


CHANGE IN THE NATURE OF BUSINESS, IF ANY


During the year under review, there has been no change in the nature of business of the
Company.


SHARE CAPITAL


During the year under review, there has been no change in the Share capital of the
Company.


DIVIDEND


The Board of Directors has recommended a dividend of Rs. 15 /- (Rupees Fifteen only)
per equity share of Rs. 10/- each equivalent to 150% (One Hundred Fifty percent) on
the paid-up equity share capital of the Company for the year ended 31st
March, 2023 as against Rs. 15/- (Rupees Fifteen only) per equity share equivalent to 150%
(one hundred fifty percent) paid in the previous year on the equity shares of Rs. 10/-
each. The dividend will be paid after approval by the shareholders in accordance
with law at the ensuing Annual General Meeting. Pursuant to the provisions of the Finance
Act, 2020, dividend income will now be taxable in the hands of the Shareholders w.e.f. 1st
April, 2020 and accordingly the Company would be required to deduct tax at source
("TDS") from such dividend at the prescribed rates under the Income Tax
Act, 1961. The total outflow will be of Rs. 1,660.84 Lakhs.


TRANSFER TO RESERVES


Your Directors do not propose to transfer any amount to the General Reserves for the
Financial Year ended 31st March, 2023.


DIRECTORS


Shri D. K. Mantri, Director (DIN: 00075664) will be retiring at the ensuing 76th
Annual General Meeting of the Company and being eligible, offers himself for being
re-elected.


PERFORMANCE EVALUATION


The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulate a process for evaluating the performance of Individual
Directors, Committees of the Board and the Board as a whole.

The Nomination and Remuneration Committee of the Company accordingly evaluated the
performance of all the individual Directors on various parameters such as level of
participation of the Directors, preparing themselves well in advance to take active
participation at the meeting(s), level of knowledge and expertise etc. The Independent
Directors of the Company also had a separate meeting on 9th February, 2023 to
review the performance and evaluation of Non- Independent Directors and the Board as a
whole.

The Board after taking into consideration the evaluation as done by the Nomination and
Remuneration Committee and by the Independent Directors, carried out an annual evaluation
of its own performance and that of its Committees and individual Directors. The overall
outcome of such evaluation is that the Board, its Committees and all individual Directors
have performed effectively and satisfactorily.


DECLARATION BY INDEPENDENT DIRECTORS


Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause
(b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). In
terms of 

Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence.


CODE OF CONDUCT


All the Board Members and Key Management Personnel of the Company have affirmed
compliance with the Code of Conduct applicable to the Board Members and Employees of the
Company for the year 2022-23 and a declaration in this regard has been made by the Chief
Executive Officer which forms a part of this Report as an Annexure.


BOARD AND COMMITTEE MEETINGS


During the year under review, four Board Meetings were held. The details of the
composition of the Board and its Committees and of the Meetings held and attendance of the
Directors at such Meetings are provided in the attached Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013.


DIRECTORS' RESPONSIBILITY STATEMENT


In compliance with the provisions of Section 134 of the Companies Act, 2013 the
Directors to the best of their knowledge and belief confirm that –(i) in the
preparation of the Annual Accounts, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures; (ii) the Directors have
selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year as on 31st March, 2023 and of
the Profit of the Company for that period; (iii) the Directors have taken proper and
sufficient care to the best of their knowledge and ability for the maintenance of adequate
accounting and other records in accordance with the provisions of the aforesaid Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (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 have been operating
effectively; and (vi) the Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system is adequate and operating
effectively.


MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE


There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of this report.


SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS


There were no significant material orders passed by the Regulators/Courts/Tribunals
impacting the going concern status of the Company and its future operations.


INTERNAL FINANCIAL CONTROL


The Company believes that a strong internal control framework is an important pillar of
Corporate Governance. The Company has in place adequate internal financial control system
which ensures orderly and efficient conduct of its business, safeguarding of its assets
and accuracy and completeness of accounting records, timely preparation of reliable
financial information and various regulatory and statutory compliances.

The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems
and procedures. The Internal Auditors submit their report periodically which is placed
before and reviewed by the Audit Committee of the Company on quarterly basis.


CEO/CFO CERTIFICATION


As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2022-23
has been submitted to the Board and a copy thereof is contained in the Annual Report.


LISTING OF EQUITY SHARES


The Equity shares of your Company are listed with the National Stock Exchange of India
Limited and BSE Limited. The Commercial Papers of the Company issued during the year under
review are listed with BSE Limited.


ANNUAL RETURN


Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2023, is available on the Company's website
www.pilaniinvestment.com/annualreport.html. 


KEY MANAGERIAL PERSONNEL


Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are Shri R. P. Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief
Financial Officer and Shri R. S. Kashyap, Company Secretary.

There are no changes in the Key Managerial Personnel of your Company during the year
under review.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st
March, 2023 are mentioned in the Annual Return.


TRANSACTIONS WITH RELATED PARTIES


None of the transactions with Related Parties falls under the scope of Section 188 (1)
of the Companies Act, 2013 for the year ended 31st March 2023. However, the NIL
disclosure in prescribed form AOC-2 as on 31st March, 2023 is attached and the
same forms part of this Report.


CORPORATE GOVERNANCE


The Company has in place a system of Corporate Governance. A separate Report on
Corporate Governance is attached as a part of this Annual Report of the Company. A
certificate from Statutory Auditors of the Company regarding compliance of Corporate
Governance is annexed to the Report on Corporate Governance.


AUDIT COMMITTEE


The composition and terms of reference of the Audit Committee have been furnished in
the Corporate Governance Report forming part of this Annual Report. The Company Secretary
is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief
Financial Officer are permanent invitees to the Audit Committee Meetings to give
clarifications on accounts and related issues. The Board has accepted all the
recommendations as and when forwarded by the Audit Committee. The Company has in place a
vigil mechanism viz. Whistle Blower Policy the details of which are available on the
Company's website www.pilaniinvestment.com.

Other details relating to number of meetings, dates of such meetings and the attendance
of each member etc. have been given separately in the attached Corporate Governance
Report.


NOMINATION AND REMUNERATION COMMITTEE


The composition and terms of reference of the Nomination and Remuneration Committee
have been furnished in the Corporate Governance Report forming part of the Annual Report.
The Company Secretary is acting as the Secretary of this Committee. The Committee had
devised a policy named as "Nomination, Remuneration and Compensation Policy"
which has been duly approved by the Board and a copy of the same is available on the
Company's website www.pilaniinvestment.com and is also attached as Annexure - A
hereto and forms part of this Report.

Other details relating to number of meetings, dates of such meetings and attendance of
each member etc. have been given separately in the attached Corporate Governance Report.


CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE


The composition and terms of reference of the Corporate Social Responsibility Committee
(CSR Committee) have been given in the Corporate Governance Report forming part of this
Annual Report. The said Committee has devised a policy named as "Corporate Social
Responsibility Policy" which has been duly approved by the Board and a copy of the
same is available on the Company's website www.pilaniinvestment.com and is also attached
as Annexure - B hereto and forms part of this Report.

Other details relating to number of meetings, dates of such meetings and attendance of
each member etc. have been given separately in the attached Corporate Governance Report.

The Company was able to make disbursement for CSR expenditure upto the tune ofRs.
198.45 Lakhs till 31st March, 2023. However, for want of certain requisite
documents from the concerned implementing agencies, there remained unspent amount to the
extent ofRs. 12.26 Lakhs which has subsequently been transferred to the designated bank
account i.e Unspent Corporate Social Responsibility Account in accordance with the
applicable provisions of law.

The details of CSR expenditure in prescribed form are annexed as Annexure - C and
forms part of this Report.


DIVIDEND DISTRIBUTION POLICY


In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors of your Company has adopted a Dividend
Distribution Policy which can be accessed on the website of the Company
www.pilaniinvestment.com.


SUBSIDIARIES/ASSOCIATE COMPANIES


The Company has two Subsidiaries and one Associate. Pursuant to the provisions of
Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the
financial statements of the Company's Subsidiaries/Associate in Form AOC-1 is attached
with this Report.


RISK MANAGEMENT


The Company has in place a proper and efficient Risk Management Policy which
identifies, evaluates and mitigates the potential business risks.


SECRETARIAL AUDIT


In compliance with the provisions of Section 204 of the Companies Act, 2013, a
Secretarial Audit was conducted for the Financial Year 2022-23 by the Secretarial Auditor
M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor's
Report is attached as Annexure - D and forms part of this Report.


AUDITORS


M/s Kothari & Co., Chartered Accountants (ICAI Firm Registration Number: 301178E)
were re-appointed as the Statutory Auditors of the Company to hold office from the
conclusion of the 75th Annual General Meeting upto the conclusion of the 77th
Annual general Meeting of the Company. During the year, the Statutory Auditors have
confirmed that they satisfy the independence criteria required under the Companies Act,
2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.


AUDITORS' REPORT/SECRETARIAL AUDITORS' REPORT


The observations made in the Auditors' Report/Secretarial Auditors' Report are
self-explanatory and, therefore, do not call for any further explanation under Section 134
(3)(f)(i) of the Companies Act, 2013.


SECRETARIAL STANDARDS OF ICSI


The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries
of India and approved by the Central Government.


EMPLOYEES


Information required under Section 197 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
are as per Annexure - E attached hereto and forms part of this Report.


DEPOSITS


The Company has not accepted/accessed any public deposit during the year. Hence, no
information is required to be appended to this report in terms of Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.


LOANS, GUARANTEES AND INVESTMENTS


The provisions of Section 186 of the Companies Act, 2013 pertaining to loans,
guarantees and investment activities are not applicable to the Company since the
Company is a Non-Banking Financial Company ("NBFC") whose principal business is
acquisitions of securities. However, details of loans granted in the form of Inter
Corporate Deposits are covered in the Financial Statements. There are no guarantees
issued, or securities provided by your Company.


CONSOLIDATED FINANCIAL STATEMENTS


As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial
Statements have been prepared by the company in accordance with the applicable Accounting
Standards. The audited Consolidated Financial Statements, together with Auditors' Report,
form part of this Annual Report.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO


The Company has no manufacturing activity and therefore, the disclosure of particulars
as required to be appended under Section 134(3)(m) read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the
Energy and Technology Absorption, is not applicable. During the year the Company has
Foreign Exchange Earnings in the form of dividend income amountingRs. 10.43 Lakhs. The
Company has no Foreign Exchange Outgo during the year under review.


PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE


Your Company has constituted Internal Complaints Committee as per the Sexual Harassment
of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and also has a
policy and framework for employees to report sexual harassment cases at work place and its
process ensures complete anonymity and confidentiality of information.

During the year under review, the Company has not received any complaint under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.


TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND


During the year under review, unpaid/unclaimed dividend for the Financial Year 2014-15
has been transferred to the Investor Education and Protection Fund in compliance with the
provisions of Section 124 and 125 of the 

Companies Act, 2013. In compliance with these provisions read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, your Company also transferred 919 equity shares to the Demat Account of the
IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a
consecutive period of 7 years.


FIXED DEPOSITS 


The Company has not accepted any public deposits under the provisions of the Companies
Act, 2013.


BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT


Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report
(BRSR) is available as a separate section attached as Annexure - F, which
forms part of this Report and also hosted on the Company's website
www.pilaniinvestment.com.


MANAGEMENT DISCUSSION & ANALYSIS REPORT


The Management Discussion & Analysis Report (MDA) for the year under review, as
stipulated under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure - G, which forms
part of this Report.


APPRECIATION & ACKNOWLEDGEMENTS


The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from Banks, Government Authorities and members during
the year under review. The Board of Directors also wish to place on record their deep
appreciation for the valuable services rendered and commitment displayed by the employees
of the Company and look forward to their continued support in the future as well.