Pioneer Embroideries Limited

True to our name, Pioneer Embroideries Limited, we have grown from modest beginnings in 1991 to become India's largest manufacturer-exporter of Embroideries, Torchon/Bobbin laces, Raschel laces and other garment accessories in India. We are also the proud owners of the no. 1 retail brand for embroidered clothing "Hakoba". A clear vision along with focus on quality, creativity and innovation has resulted in this spectacular, trail-blazing success (largest retail chain for embroidered products).

With an outstanding operational infrastructure, superb craftsmanship and obsession for the best quality, it has not taken us long to create waves in the international market. Today we have established an impeccable reputation and carved a permanent niche in the industry throughout the world. Our impressive international roster includes clients from the North America, Latin America, Europe, the Middle East and Africa. Pioneer is also the largest player in the domestic market. Catering to millions of satisfied customers already, Pioneer Group is now poised to move ahead in leaps and bounds.

We have a qualified and highly motivated design development team, which is constantly working towards generating new design to match the latest trends across the globe. State-of-the-art software and machines are used with trained personnel for monitoring the output, matching it to our own high and exacting standards. We are constantly working on developing new lines that matches the design specifications and requirements of our new clients. Today we have over 40,000 designs in our library to select from and just in case you have some exclusive taste.

Pioneer's leaders bring decades of diverse experience and a history of success to form what is called "One of the largest Embroidery Manufacturers in Asia".  Combining business acumen with technical savvy, these executives guide talented employees to create innovative products and solutions for customers around the world.

Board of Directors

1. Mr. Raj Kumar. Sekhani	Chairman & Managing Director
2. Mr. Harsh Vardhan Bassi	Executive Director
3. Shri Varun Kathuria	Director
4. Shri Samuel Joseph Jebaraj	Nominee Director

AUDIT COMMITTEE

Brief description of Terms of Reference

The following terms of reference stipulated by the Board of Directors to the Audit Committee covers all the matters specified under the Listing Agreement as well as the provisions of Section 292A of the Companies Act, 1956.

1. Oversee the company's financial reporting process

2. Oversee the company's disclosures of financial information

3. Recommend appointment / removal of statutory auditors and fixation of their fees

4. Review of the quarterly/half yearly financial results and annual financial statements with the management, internal auditor and the statutory auditor 

5. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary 

6. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems 

7. Review major accounting policies and compliance with accounting standards and listing agreement entered into with the stock exchange and other legal requirements concerning financial statements 

8. Look into the reasons for any substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any

9. Review of any related party transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives that may have potential conflict with the interests of the company at large 

10. Authority to investigate into any matter covered by Section 292A of the Companies Act, 1956;

11. Reviewing the company’s financial and risk management policies.

Introduction
Pioneer Group is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. Honesty, Integrity and sound judgment of the Senior Officers is fundamental for the success and reputation of Pioneer Group. The professional and Ethical conduct of the Senior Officers is essential to the proper functioning of the Company. Pursuant to amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004) the Board is required to lay down CODE OF CONDUCT for Board Members & Senior Management of the Company.

Applicability
The Code shall be applicable to all the Directors and Senior Management of the Company. For the purpose of this Code, ‘Senior Management’ shall mean Personnel of the Company who are Members of its core Management Team excluding Board of Directors. Normally, this would comprise all Members of Management one level below the Executive Directors, including all Functional Heads. Each Director, Senior Management Personnel is expected to comply with the letter and spirit of this Code. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster culture of honesty and accountability.

Code
The Board of Directors (the “Board”) and the Senior Management of PIONEER EMBROIDERIES LIMITED (“Pioneer”) subscribe to the following Code of Conduct adopted by the Board. They shall:

1. Exercise their powers in good faith, honestly and in the interest of the company.
2. Use due care and diligence in performing their duties of Office and in exercising their powers attached to that Office.
3. Protect Company’s assets and property and ensure that the Company’s assets are used efficiently and only for legitimate business purposes.
4. Not make improper use of information nor take improper advantage of their position.
5. Ensure the Confidentiality of information they receive whilst being in their Office and only disclose it if authorised by the Company or the person from whom the information is provided, or as required by law.
6. Not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in Public Domain and therefore constituting Insider Information (Price Sensitive Information.
7. Not make secret profits in derogation of his fiduciary position towards the Company and if such profits are made, they must be accounted for and made over to the Company.
8. Ensure that the powers vested in them under the Articles of Association of the Company, by the Company in General Meeting or by a Board Resolution must be exercised for the proper purpose and to the extent permissible.
9. Avoid direct or indirect personal involvement in any transaction of the Company.
10. Ensure that where there is conflict between the interest of the Member and that of the Company, they shall put the interest of the Company first.

CAPITAL STRUCTURE OF COMPANY

Authorised Share Capital:
Rs. 21,00,00,000 divided into 2,10,00,000 Equity Shares of Rs. 10/- each

Issued Share Capital:
Rs. 10,31,05,260 divided into 1,03,10,526 Equity Shares of Rs. 10/- each

Subscribed Share Capital:
Rs. 10,31,05,260 divided into 1,03,10,526 Equity Shares of Rs. 10/- each


Paid-up Share Capital:
Rs. 10,31,05,260 divided into 1,03,10,526 Equity Shares of Rs. 10/- each

As a responsible corporate citizen, we believe that the sole purpose of our existence is enhancing the shareholder value. We have set for ourselves, high standards, in terms of disclosure and are committed to achieving them. 

In this section, you will get detailed information about the Company's Operational & Financial performance in the recent past.

  15th Annual Report Year 2006 - 2007
 
  Shareholding pattern for quarter ended 30th June 2007

  Unaudited Financial Results for the Quarter ended
    on 30th June 2007

  Shareholding pattern for quarter ended 30th Sept 2006

  Unaudited Financial Results for the Quarter ended
    on 30th June 2006

  Shareholding Pattern as on 30th June 2006

  Shareholding Pattern as on Last Financial Year