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Phoenix Lamps Ltd.

BSE: 517296 Sector: Auto
NSE: PHOENIXLL ISIN Code: INE455B01016
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OPEN 214.00
PREVIOUS CLOSE 212.65
VOLUME 10885
52-Week high 238.50
52-Week low 145.00
P/E 25.76
Mkt Cap.(Rs cr) 614
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 214.00
CLOSE 212.65
VOLUME 10885
52-Week high 238.50
52-Week low 145.00
P/E 25.76
Mkt Cap.(Rs cr) 614
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix Lamps Ltd. (PHOENIXLL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the Twenty-Fifth Annual Report on thebusiness and the audited accounts for the financial year ended 31st March2016 together with the Independent Auditors’ Report.

1. FINANCIAL SUMMARY

Standalone Financial Summary and performance highlights of your Company for thefinancial year ended March 31st 2016 are as follows:

PARTICULARS Year ended 31.03.2016 Year ended 31.03.2015
Gross Income 24496.78 26328.34
Profit before Interest Depreciation & Tax 4199.01 4683.33
Depreciation and amortization 586.83 628.79
Interest 339.51 420.18
Profit/ (Loss) from Operations before Exceptional Items 3272.67 3634.36
Exceptional Items-Provision for Diminution in Value of Investment in Luxlite 1995.36
Provision for Tax 1135.95 886.59
Profit/ (Loss) After Tax 141.36 274777
Balance of Profit / (Loss) brought forward 7186.12 5754.35
Amount available for appropriation 7327.48 8502.12
Transfer of Profits to General Reserve - -
Transfer of Profits to Capital Redemption Reserve - 1316.00
Balance of Profit carried forward to next year 7327.48 7186.12

RESERVES AND SURPLUS

PARTICULARS Year ended 31.03.2016 Year ended 31.03.2015
Securities premium account 3733.86 3733.86
Capital subsidy 40.00 40.00
Capital redemption reserve 2937.00 293700
General reserve 925.22 925.22
Surplus in the Statement of profit and loss
Credit balance as per the last financial statements 7186.12 5754.35
Add: Net profit/(loss) after tax transferred

from Statement of profit and loss

141.36 274777
Less: Profit & Loss appropriation - (1316.00)
Net surplus in the Statement of profit and loss 7327.48 7186.12
Total 14963.56 14822.20

DIVIDEND

Considering significant contingent liabilities in the books and capital expenditureplan for the year your Directors have not recommended any dividend for the financial year2015-16. However the minority shareholders of Phoenix Lamps Limited will be entitled tofinal dividend if any declared by its Holding Company (Suprajit Engineering Limited)subject to requisite approvals upon amalgamation of your Company with the Holding Company.

FINANCIAL AND OPERATIONAL PERFORMANCE:

Your Company is the market leader in automotive halogen lamps in India with significantshare of business of Indian automotive OE Market aftermarket and exports. Postacquisition by Suprajit Engineering Limited the Management teams of both Suprajit andPhoenix have worked together to overhaul operations of your Company. Significant effortswere jointly infused to improve rationalize and optimize the operational efficiencythrough improved plant operations employee engagement and customer management.Considering aging plant and equipment the new Management has decided to put together acapital expenditure plan of Rs. 3000 Lakhs to improve process quality &productivity which will be completed by December 2016. Due to challenges in the qualitycertain customer confidence was lost leading to certain revenue loss both in the domesticand export markets. With the combined efforts of Phoenix and Suprajit Managements postacquisition the confidence was restored with the customers improvements were made in theproduct quality and some of the lost businesses were regained. Your Company recorded astandalone Gross Income of Rs. 24496.78 Lakhs during the year 2015-16 as against Rs.26328.34 Lakhs during the year 2014-15 recording a degrowth of 7%. The standalone ProfitAfter Tax was Rs.141.36 Lakhs during the year 2015-16 as against the Profit After Tax ofRs. 274777 Lakhs during the year 2014-15 recording a de-growth of 95%.The reason forde-growth is largely due to provision for diminution in value of investment of Rs.1995.36Lakhs (Previous year: Nil).

The consolidated income was Rs. 34745.70 Lakhs for the year 2015-16 against Rs.38311.85 Lakhs for the year 2014-15 recording a de-growth of 9%. The consolidated Profitafter Tax was Rs. 2290.28 Lakhs during the year 2015-16 as against Rs.195725 Lakhsduring the year 2014-15 a growth of 17 %. Due to certain earlier loss of business withits customers cross currency effects and quality related issues your Company’sperformance was affected during the year. Operational focus was brought in by the newmanagement ‘Q Initiative’ was launched to engage employees at various levels toimprove quality and customer contacts were increased to regain the lost confidence.

CURRENTYEAR:

All efforts are relentlessly being focused to regain customer confidence back toimprove the operational efficiency increase supply chain effectiveness regroup marketingstrategy and focus on every sector of the business. The much needed operational focus isgiven to the business to align all stakeholders on quality and customer satisfaction. Withclose interaction with the Management team at Suprajit your Company has been able toreestablish operational and quality efficiencies to a good extent. Certain lost customershave been recaptured. It is expected that new capital expenditure already in place andongoing will improve quality and cost efficiencies. Your Company will continue to makeinroads into newer customers to gain the confidence to increase the share of business.

SHIFTING OF THE REGISTERED OFFICE:

Based on the approval from the Shareholders Registered Office of your Company is beingshifted from Noida to Bangalore headquarters of Suprajit in an effort to focus andconsolidate the corporate structure and with a view to rationalize various input effortsmanage regulatory tax and other statutory compliances better. This will also improve costefficiencies in various ways. The contingent tax liabilities are being addressed atvarious regulatory levels and this will take time to resolve. Your Company will make everyeffort to address these issues.

2. STATE OF THE COMPANY‘S AFFAIRS AND MATERIAL CHANGES AND COMMITMENTSACQUISITION:

During the year Suprajit Engineering Limited a leading listed auto componentmanufacturer acquired 61.93% of the equity in the share capital of your Company. Suprajitinitially acquired 14289843 Equity Shares of Rs. 10/- each at a consideration @ Rs.89/- per share aggregating to Rs. 1271796 Lakhs amounting to 51% from Argon IndiaLimited Mauritius and Argon South Asia Limited Mauritius. In accordance with theprevailing legal requirements an Open Offer was made to the Public Shareholders of theCompany to acquire additional 26% out of which 15021 shares were tendered to @ Rs. 100/-per share aggregating to Rs. 15.02 Lakhs. Suprajit further acquired the balance 3047312Equity Shares of Rs. 10/- each at a consideration @Rs.89/- per

share aggregating to Rs. 2712 Lakhs amounting to 10.88% stake from Argon IndiaLimited Mauritius and Argon South Asia Limited Mauritius and completed the transactionin line with Share Purchase Agreement signed on 6th May 2015. With this your Company hasbecome a subsidiary of Suprajit Engineering Limited.

MERGER WITH SUPRAJIT ENGINEERING LIMITED:

On 18th April 2016 your Company and Suprajit Engineering Limited inseparate meetings of their respective Audit Committees and Board of Directors announcedthe merger of your Company with Suprajit Engineering Limited(Suprajit) subject tonecessary regulatory and shareholders’ approvals. The Share Exchange Ratio has beenbased on the SEBI approved guidelines of price determination based on which Boards ofboth companies have set the merger ratio at 4 shares of (Re.1/- each) in Suprajit forevery 5 shares of (Rs. 10/- each) in Phoenix Lamps Limited(Phoenix).

The merger price of Phoenix at Rs.110/- based on closing price of Suprajit on 13thApril 2016 on NSE represents the premium of 23.50% on Rs. 89/- per one Equity Share ofRs. 10/- of Phoenix Lamps Limited paid by Suprajit to acquire Phoenix 10% premium to theOpen Offer price of Rs.100/- and 10% premium on the 6 months average price of Phoenix.Boards of Phoenix and Suprajit have recommended the approval of the merger to theirrespective shareholders subject to all statutory approvals. Both Suprajit which holds61.93% of Phoenix shares and Promoter group of Suprajit which holds 4737% of Suprajithave irrevocably agreed to vote in favor of merger. Your Board feels that the merger ofPhoenix with Suprajit will bring significant strengths with stronger balance sheet alongwith excellent customer reach. It will enhance cost efficiencies at various levels betterglobal footprint and management bandwidth. This will also help in managing regulatorycompliances and tax matters. Phoenix is a strong brand in the market and will becontinued. Your Directors believe that this is a win-win situation for both Phoenix LampsLimited and Suprajit Engineering Limited and recommend the merger to the shareholders.

3. POSTAL BALLOT RESULTS

During the year the Company passed the following Resolutions through Postal Ballot:

Resolutions Votes Cast in Favor No. of Votes % Votes Cast Against No. of Votes % Date of declaration of Results
Shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Karnataka 17368469 99.99 03 0.001 1st February 2016
Alteration of situation Clause of the Memorandum of Association 17368347 99.99 25 0.001 1st February 2016
Alteration of the Articles of Association of the Company 17368372 100.00 Nil Nil 1st February 2016

The Company has successfully completed the process of obtaining approval of itsshareholders for resolutions on the items detailed above vide postal Ballot.

Mr. Vijayakrishna K.T a Practising Company Secretary Bangalore was appointed as theScrutinizer for carrying out Postal Ballot Voting Process in a fair and transparentmanner.

4. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURINGTHE FINANCIAL YEAR ENDED MARCH 312016.

Post acquisition of majority shareholding by Suprajit Engineering Limited Mr. K. AjithKumar Rai was appointed Chairman of the Company. Mr. Ian Williamson and Mr. Suresh Shettywere inducted in to the Board as Independent Directors. Ms. Sunita Mathur continued as anIndependent Director.

Mr. N.S.Mohan was appointed as Director and Chief Executive Officer of the Company.

Mr. Padmanabh P Vora Mr. Gurdeep Singh Mr Shomik P Mukherjee Mr.Ganapati RathnamDirectors of the Company before the acquisition of your Company by Suprajit resigned andmade way for the new Directors.

Mr. Pranay D Gandhi the then Managing Director of the Company resigned during theyear.

Your Directors place on record appreciation for the services rendered by all theseDirectors for their valuable support and guidance to the Company during the tenure oftheir office.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31st March 2016 your Company had only two Wholly Owned Subsidiaries- Luxlite Lamps S.a.r.l. (Luxembourg) and Trifa Lamps Germany GmbH (Germany). During theyear your Company has purchased 83% of Trifa shares held by Luxlite Lamps to make TrifaLamps a 100% Wholly Owned subsidiary of your Company. International Lamps Holding CompanySA(ILHC) was merged with Luxlite to make Luxlite a Wholly Owned Subsidiary of yourCompany. Your Directors’ believe that the current structure of 100% ownership ofthese two subsidiaries will pave way for much better ownership structure improvedorganizational efficiencies reduced compliances and focused operational performance.

Mr.Frank Klinkert continues to be Managing Director at Luxlite Lamps S.a.r.L and Ms.Mary Gentzsch continues to be Managing Director at Trifa Lamps. The Shareholders may beaware that during the previous ownership the Company had invested in these companies. Inline with the prudent and conservative management approach by new Board of Directors theinvestment value in Luxlite Lamps was reviewed by your Directors and a provision has beenmade in the books of accounts for diminution in value of investments amounting to Rs.1995.36 Lakhs. This is shown as an exceptional expense. Both ownership restructuring inLuxlite and Trifa and diminution in investment are reflected appropriately at thesubsidiary and the Holding Company accounts.

The total revenue of Luxlite Lamps S.a.r.l. was Rs. 9319.30 Lakhs (Euro 128.88 Lakhs)for the year 2015-16 against Rs. 9130.76 Lakhs (Euro 11786 Lakhs) for the year 2014-

15 an increase of 2%. The Loss was Rs.294.26 Lakhs (Euro 4.07 Lakhs) for the year2015-16 against the loss of Rs. 753.36 Lakhs (Euro 9.72 Lakhs) for the year 2014-15. TheProfit Before Tax after exceptional items was Rs. 2378.66 Lakhs (Euro 32.90 Lakhs) forthe year 2015-16 against Loss of Rs. 1359.24 Lakhs (Euro 1755 Lakhs) for the year2014-15. Profit before Tax for the year 2015-16 includes Profit on Sale of Investment inTrifa of Rs. 3043.35 Lakhs ( Euro 42.09 Lakhs).

The Total Revenue of Trifa Lamps Germany GmbH was Rs.11687.24 Lakhs (Euro161.63 Lakhs)for the year 201516 against Rs. 14691.68 Lakhs (Euro 189.64 Lakhs) for the year 2014-15a decrease of 20%. The EBIDTA was Rs. 831.61 Lakhs (Euro 11.50 Lakhs) for the year 2015-16against Rs. 46739 Lakhs (Euro 6.03 Lakhs) for the year 2014-15 an increase of 78%. TheProfit before Tax was Rs. 66728 Lakhs (Euro 9.23 Lakhs) for the year 2015-16 against Rs.319.87 Lakhs (Euro 4.13 Lakhs) for the year 2014-15 an increase of 109%.

With the restructuring of subsidiaries and focused business development plan yourDirectors expect the performance of the wholly owned subsidiaries to stabilize in thecurrent year.

5. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is enclosed as a part of this report incompliance with Section 134(3) of the Companies Act 2013. (Annexure-1)

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has entered into in following transactions pursuant to Section 186 of theCompanies Act 2013:

Name of the entity Particulars of Loans Guarantees or Investments Amount (Rs. in Lakhs)
Trifa Lamps Germany GmbH Stand by letter of credit 1126.43
Trifa Lamps Germany GmbH Acquisition of 25000 shares of Trifa Lamps Germany Gmbh from Luxlite Lamps Sarl @ 166.448 EURO per Share 3116.32
Trifa Lamps Germany GmbH Short Term loan of Euro One Million was granted on 09-11-2015 The Term Loan was repaid with interest on 09-02-2016 Outstanding Balance as on 31.03.2016 715.50 Nil

7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013.

All related party transactions which were entered in to during the financial year werein the ordinary course of business and were on arm’s length basis. There were nomaterial related party transactions entered by the Company with Directors KMPs or otherpersons which may have a potential conflict with the interest of the Company.

All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee and also disclosed to the Stock Exchanges under SEBI (LODR) Regulations2015.

The policy on materiality of Related Party Transactions and also on dealing withRelated Party Transactions as approved by the Audit Committee and the Board of Directorsis uploaded on the website of the Company- www. phoenixlamps.co.in.

In compliance with Section 134(3) of the Companies Act 2013 particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 are enclosed in the Form AOC-2 as a part of this report (Annexure-2).

8. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the financial year 2015-2016 seven (7) meetings of the Board of Directors wereheld on 14th May 2015 22nd May

2015 18th June 2015 at 4:00 p.m. 18th June2015 at 5:30

?. m. 9th August 2015 7th November 2015 and 8thFebruary

2016.

9. DIRECTORS‘ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 your Directors herebystate and confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

?. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be

followed by the Company and such internal financial control are adequate and wereoperating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

10. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors in their report and by Secretarial Auditor in his secretarial auditreport.

11. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The AuditCommittee and the Board of Directors of the Company review the risks if any involved inthe Company from time to time and take appropriate measures to minimize the same. TheAudit Committee ensures that the Policy for Risk Management is adopted across the Companyin an inclusive manner.

12. ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY

No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company’s operations in future.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company’s internal control systems are supplemented by an extensive programmeof internal audit by an independent professional agency and periodically reviewed by theAudit Committee and Board of Directors. The internal control system is designed to ensurethat all financial and other records are reliable for preparing financial statementsother data and for maintaining accountability of assets.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of the definition of ‘Independent Director’ as prescribed under SEBI(LODR) Regulations 2015 entered with Stock Exchanges and Section 149(6) of the CompaniesAct 2013 and based on the confirmation/disclosures received from following IndependentDirectors :- Following Directors were on the Board up to 18th June 2015 :

• Mr. Padmanabh P Vora( DIN- 00003192)

• Mr. Gurdeep Singh (DIN- 00036922)

• Mr. Ganapathi Rathnam (DIN-00171207)

• Ms. Sunita Mathur (DIN-00008923)

After 18th June 2015 following are on the Board

• Mr. Suresh Shetty (DIN-00316830)

• Mr. Ian Williamson (DIN-01805348)

• Ms. Sunita Mathur (DIN-00008923)

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013.

Your Company has adopted a Policy on Directors’ Appointment and Remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as provided under Section 178(3) of the Companies Act 2013.The Policy is enclosed as a part of this report in compliance with Section 134(3) of theCompanies Act 2013 (Annexure-3). The Policy on Terms of Appointment ofIndependent Directors as approved by the Board of Directors is uploaded on the website ofthe Company- www.phoenixlamps.co.in.

16. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee at its meeting held at November 11 2015 andthe Board of Directors at its meeting held on February 8 2016 respectively had laid downcriteria for performance evaluation of Directors Key Managerial Personnel (KMPs) andBoard and its Committees as a whole. Further self evaluation with respect to performanceof the Committees was done by the Committees and then recommended to the Board for furtherevaluation. The Board of Directors in its meeting held on February 8 2016 has reviewedthe performance of the Committees the Members and the Board as a whole. The criteria andmanner for performance evaluation is as per the Nomination and Remuneration Policy asannexed to this Report.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE In compliance with Section 135 of theCompanies Act 2013 read with the rules made there under the Company has formed CorporateSocial Responsibility (CSR) Committee. The Annual Report on CSR Activities forms part ofthis Report as (Annexure-4). The Policy on Corporate Social Responsibility asapproved by the Board of Directors is uploaded on the website of the Company- www.phoenixlamps.co.in.

The composition of the Corporate Social Responsibility Committee is as under:

Name of Members DIN Composition of the CSR Committee
Mr. K. Ajith Kumar Rai 01160327 Chairman Non-executive Director
Mr. Ian Williamson 01805248 Non-executive Independent Director
Mr. Suresh Shetty 00316830 Non-Executive Independent Director

18. AUDIT COMMITTEE

The Company complies with the provisions related to Audit Committee and SEBI (LODR)Regulations 2015 and Section 177 of the Companies Act 2013. The composition of the AuditCommittee is as under:

Name of Members DIN Composition of the Audit Committee
Mr. Suresh Shetty 00316830 Chairman Non-executive Independent Director
Mr. Ian Williamson 01805248 Non-executive Independent Director
Mr. K. Ajith Kumar Rai 01160327 Non-Executive Director

All Members of the Committee are financially literate Mr. Suresh Shetty Chairman isa Commerce graduate and a qualified Chartered Accountant and underwent ManagementEducation Programme (M.E.P.) in IIM Ahmadabad having the requisite financial managementexpertise.

19. VIGIL MECHANISM

Your Company has formulated the Whistle Blower Policy with a view to provide amechanism for Employees and Directors of the Company to approach the Whistle blowerCompliance Officers/the Audit Committee of the Company in compliance with Section 177(9)of the Companies Act 2013 and of the SEBI (LODR) Regulations 2015 details of theWhistle Blower Policy are explained in the Report on Corporate Governance and WhistleBlower policy of the Company is available on the website of the Company i.e. www.phoenixlamps.co.in.

20. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5 OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to theBoard’s Report and forms part of this report. In terms of the provisions of Section136(1) of the Companies Act 2013 the Board’s Report is being sent to theshareholders without this annexure. Shareholders interested in obtaining a copy of theannexure may write to the Company Secretary at the Company’s Registered Office. Theratio of the remuneration of each director to the median employee’s remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as (Annexure-5).

21. EMPLOYEES STOCK OPTIONS DETAILS.

The Company does not have any Employee Stock Option Scheme.

22. AUDITORS

STATUTORY AUDITOR

Messrs. S. R. Batliboi & Co. LLP Chartered Accountants (Firm Registration No.301003E/E300005) have been appointed as the Statutory Auditors of the Company in the 23rdAnnual General Meeting of the Company held on July 212014 to hold the office till theconclusion of 28th Annual General Meeting of the Company subject to theratification of shareholders at every Annual General Meeting.

The Shareholders ratified appointment of Messrs S. R. Batliboi & Co. LLP CharteredAccountants as the Statutory Auditors for the Financial Year 2015-2016.

Further the ratification in respect with the appointment of Messrs S. R. Batliboi& Co. LLP Chartered Accountants as the Statutory Auditors of the Company is proposedfor the ratification of shareholders in the Notice of 25th Annual GeneralMeeting of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Mr.Parameshwar G Bhat Practising Company Secretary Bangalore as its Secretarial Auditor toconduct the Secretarial Audit of the Company for FY 2015-2016. The Report of SecretarialAuditor (Form MR-3) for the FY 2015-2016 is annexed to the report as (Annexure-6).

COST AUDITOR

On the recommendation of Audit Committee and in accordance with the provisions underSection 148 of Companies Act 2013 read with rules made there under the Board ofDirectors in its meeting held on May 28th 2016 has appointed Messrs J. K.Kabra & Company Cost Accountants as the Cost Auditor of the Company for the financialyear 2016-17 on such remuneration as may be decided by the Board and out of expenses onactual basis for the year 2016-17

The remuneration payable to the Cost Auditor of the Company has been proposed forratification by the members of the Company and shall form part of the notice of 25thAnnualGeneral Meeting.

24. PUBLIC DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014 is given below:

A. Conservation of Energy

i. Steps taken or impact on conservation of energy:- The Company continues its policyof giving priority to energy conservation measures including regular review of energyconservation consumption and effective control of utilization of energy.

The following energy conservation measures were implemented during the year underreview.

• High wattage Sodium vapor and Mercury lamps replaced by low wattage LED lamps.

• Capacity of APFC (Auto Power Factor Correction) panel has been increased tomaintain the value of power factor by nearly 0.99 to reduce the reactive power loss.

• Up-gradation of machine by using VFDs (Variable Frequency Drives) and TPRs(Thyristor Power Regulators) to increase the m/c efficiency and reduction of powerconsumption.

ii. The steps taken by the Company for utilizing alternate sources of energy-NIL.

iii. Capital investment on energy conservation equipment

(a) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy. Capital expenditure plan to improve process and product quality islaunched and is expected to have overall lower energy consumption.

(b) Impact of the measures referred to above for reduction of energy consumption andconsequent impact on the cost of production of goods. This will be felt in the mediumterm.

B. Technology Absorption Adaptation and Innovation

i) Efforts in brief made towards technology absorption adaptation and innovation-NIL

ii) Benefits derived as a result of the above efforts: N.A.

iii) Details of technology imported during last five years

(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: N.A.

Expenditure incurred on Research and Development.

During the year under review the Company has not incurred any expenses on Research& Development. The Company’s products viz. Halogen Lamps are produced with wellestablished technologies. However in the current year a focus has been initiated onR&D for new products and upgrades.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgoin terms of actual outflows during financial year 2015-16 are as follow :-

PARTICULARS Current Year Previous Year
(Rs. in Lakhs) (Rs. in Lakhs)
1. Foreign Exchange Earnings 9456.64 11143.07
2. Foreign Exchange Outgo -
(a) Raw Materials 3329.53 4421.48
(b) Traded Goods
(c) Capital Goods 361.24 152.78
(d) Spare Parts 99.92 95.91
(e) Foreign Traveling/ Selling Expenses/ 73.90 77.68
Other Expenses

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company retained its position as a market leader in Automotive Halogen Lamps inIndia with supplies to all major OEMs in Passenger Vehicle and Two Wheeler Industry. It isalso a major exporter to developed countries. The long term outlook for the Indianautomotive industry remains positive due to strong macroeconomic fundamentals improvingeconomic activity and easy availability of finance. With almost all the major automobilemanufacturers setting up production bases in India your Directors expect a satisfactorygrowth for your Company in the coming years.

b) OPPORTUNITIES AND THREATS OPPORTUNITIES

• Potential to improve aftermarket including OLM.

• Potential to grow the exports business.

• Entry into new platforms launches in the OEM segment.

• Introduction of new and higher margin products. THREATS

• Quality issues with customers can reduce their off-take.

• Service and deliver issues can reduce customer business.

• Slowdown in the Indian Auto industry can impact OEM volumes.

• Currency fluctuations can affect the nett realization of sales and hence themargins.

c) SEGMENTWISE OR PRODUCT WISE PERFORMANCE

As at March 31st 2016 the Company is engaged in manufacturing and trading ofAutomotive Lamps.

d) OUTLOOK

The outlook for the current year looks reasonable considering the decent economicgrowth automotive outlook for OE aftermarket and exports.

e) RISKS AND CONCERN

The Company has faced quality problems and customer complaints repeatedly in the pastyears leading to loss of business. Excessive volatility in the Company’s key rawmaterials can have impact on its profitability. As the Company derives a portion of itsrevenues from exports and pays for purchases with foreign exchange excessive fluctuationsin currency rates can have impact. The Company is taking effective steps to address theseissues.

f) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls commensurate with its size toensure that all assets are safeguarded and protected against loss from unauthorized use ordisposition. All the transactions are authorized recorded and reported correctly.

g) FINANCIAL PERFORMANCE VIS-A-VIS OPERATIONAL PERFORMANCE

Your Company recorded Gross Income of Rs. 24496.78 Lakhs. Profit before tax afterexceptional items was Rs. 127731 Lakhs and the Net Profit for the current financial yearis Rs. 141.36 Lakhs.

The Company’s internal control systems are further supplemented by an extensiveprogramme of internal audit by an independent professional agency and periodic review bythe Management. The internal control system is designed to ensure that all financial andother records are reliable for preparing financial statements and for maintainingaccountability of assets.

h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES & INDUSTRIAL RELATIONS FRONT INCLUDINGNUMBER OF PEOPLE EMPLOYED.

Employees continue to be the backbone of the Organization. Industrial Relations havebeen generally harmonious in all units.

Sound human resource development policies of the Company ensure that each employeegrows as an individual and contributes to the performance and growth of the Company.Regular in-house training programs for employees at all levels help in this objective. Thenumber of persons employed in the Company is 830 (on rolls) as on 31st March 2016.

27. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators/applicable laws.

A separate section on Corporate Governance standards followed by the Company asstipulated under SEBI (LODR) Regulations 2015 is enclosed as an Annexure to this report.The report on Corporate Governance also contains certain disclosures required under theCompanies Act 2013.

A Certificate from Mr. Vijayakrishna K.T. Practising Company Secretary confirmingcompliance to the conditions of Corporate Governance as stipulated under SEBI (LODR)Regulations 2015 is annexed to this Report.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the corporate governancepolicies are available on the website (www.phoenixlamps.co.in).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

LISTING AGREEMENT

Securities and Exchange Board of India (SEBI) on 2nd September 2015 issuedSEBI (LODR) Regulations 2015 which is effective from 1st December 2015.Accordingly all listed entities were entitled to enter into listing agreement within sixmonths from effective date. The Company entered into listing Agreement with BSE Limitedand National Stock Exchange of India Limited during December 2015

28. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchangeof India Limited. The Listing Fees for the financial year 2016-17 has been paid.

29. CAUTIONARY NOTE

Management Discussion and Analysis forming part of this Report is in compliance withCorporate Governance Standards incorporated in the Listing Agreement with Stock Exchangesand such statements may be " forward looking" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important Factors that could make a difference to the Company’soperations include economic conditions affecting demand/supply and price conditions in thedomestic and overseas markets / currency fluctuations in which the Company operateschanges in the Government regulations tax laws and other statues and other incidentalfactors.

30. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to NSEZ Authorities BanksBusiness Associates and Shareholders for their unstinted support assistance andco-operation. Your Directors place on record their deep appreciation to employees at alllevels for their hard work dedication and commitment. The enthusiasm and unstintingefforts of the employees have enabled the Company to remain at the forefront of theIndustry.

For and on behalf of the Board
Place: Noida K. Ajith Kumar Rai
Date: May 28 2016 Chairman
DIN: 01160327

CEO & CFO CERTIFICATION

I N. S. Mohan Chief Executive Officer of the Company certify to the Board ofDirectors that:

(a) I have reviewed financial statements and the cash flow statement for the FinancialYear ended 31stMarch 2016 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’saffairs and are in compliance with existing accounting standards applicable laws andregulations.

(b) to the best of our knowledge and belief no transactions entered into by theCompany during the year which are fraudulent illegal or violate the Company’s codeof conduct.

(c) I accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we confirm that there are nodeficiencies in the design or operation of such internal controls.

(d) I have indicated to the auditors and the Audit Committee that there is:

(i) no significant changes in internal control over financial reporting during theyear;

(ii) no significant changes in accounting policies during the year;

(iii) no instances of significant fraud in the company has come to our knowledge.

Place: Noida N. S. Mohan
Date: May 28 2016 Chief Executive Officer
DIN:01916468

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

I. REGISTRATION & OTHER DETAILS:

(i) CIN L31500UP1991PLC012944
(ii) Registration Date 26-03-1991
(iii) Name of the Company Phoenix Lamps Limited
(iv) Category/ Sub-Category of the Company Public Company
(v) Address of the Registered office and contact details 59-A Noida Special Economic Zone Phase-II Noida
District Gautam Budh Nagar Uttar Pradesh - 201305
Contact No. 0120-4012222
FAX No.- 120-2562943
Email: Investor.relations@phoenixlamps.co.in
Website www.phoenixlamps.co.in
(vi) Whether listed company Yes
(vii) Name Address and Contact details of Registrar and Transfer Agent if any Alankit Assignments Limited

Alankit Heights 1E/13 Jhandewalan Extension

New Delhi-110055
Email-rta@alankit.com; info@alankit.com
Phone No.-011-23541234 42541234
FAX No. -011-41543474

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of thecompany shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1. Manufacturing and Trading of Automotive Halogen Lamps 274 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-

S. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/ Associate % of Shares held Applicable Section
1 Suprajit Engineering Limitedv #100 Bommasandra Industrial Area Bangalore - 560 099 L919KA1985 PLC006934 Holding

61.93

2(46)

2 Luxlite Lamps S.A.R.L ZA Windhof 22 Rue de I’Industrie-8399 Wandhaff Luxembourg N.A. Subsidiary 100.00 2(87)(ii)
3 Trifa Lamps GmbH In den Bruchwiesen 12 76855 Annweiler N.A. Subsidiary 100.00 2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01.04.2015]

No. of Shares held at the end of the year [As on 31.03.2016]

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 0 0 0 0.00 0 0 0 0.00 0
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0
d) Bodies Corp. 0 0 0 0.00 17352176 0 17352176 61.93 61.93
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0
f) Any other 0 0 0 0.00 0 0 0 0.00 0
Sub-total (A) (1):- 0 0 0 0.00 17352176 0 17352176 61.93 61.93
(2) Foreign
a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0
b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0
c) Bodies Corp. 17337155 0 17337155 61.88 0 0 0 0.00 (61.88)
d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other.... 0 0 0 0.00 0 0 0 0.00 0.00
Sub -total (A) (2):- 17337155 0 17337155 61.88 0 0 0 0.00 0.00
Total shareholding of Promoter (A) = (A)(1)+(A)( 2) 17337155 0 17337155 61.88 17352176 0 17352176 61.93 61.93
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 4200 4200 0.01 3816 4000 7816 0.03 0.02
b) Banks / FI 17463 0 17463 0.06 15764 0 15764 0.06 0.00
c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 615566 0 615566 2.20 475932 0 475932 1.70 (0.50)
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):-

633029

4200

637229

2.27

495512

4000

499512

1.79

(0.48)

2. Non-Institutions
a) Bodies Corp.
i) Indian 1550166 24400 1574566 5.62 1343502 24400 1367902 4.88 (0.74)

 

Category of Shareholders

No. of Shares held at the beginning of the year [As on 01.04.2015]

No. of Shares held at the end of the year [As on 31.03.2016]

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 4471066 1510634 5981700 21.35 5615277 1463111 7078388 25.26 3.91
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 1725795 33200 1758995 6.28 1102877 33200 1136077 4.06 (2.22)
c) Others (specify)
Non Resident Indians 729655 0 729655 2.60 540245 0 540245 1.93 (0.67)
Trusts 0 0 0 0.00 45000 0 45000 0.16 0.00
Sub-total (B)(2):- 8476682 1568234 10044916 35.85 8646901 1520711 10167612 36.29 0.44
Total Public Shareholding (B)=(B)(1)+ (B)(2) 9109711 1572434 10682145 38.12 9142413 1524711 10667124 38.08 (0.04)
C. Shares held by Custodian for GDRs & ADRs
Promoter and promoter group 0 0 0 0.00 0 0 0 0.00 0.00
Public 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (C) 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 26446866 1572434 28019300 100.00 26494589 1524711 28019300 100.00 0.00

(ii) Shareholding of Promoters-

SI 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 No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1 Argon India Limited 15906070 56.768 0 Nil 0.00 0.00 (56.768)
2 Argon South Asia Limited 3976517 14.192 0 Nil 0.00 0.00 (14.192)
3. Suprajit Engineering Limited 17352176 61.93 0.00 61.93

* % change during the year in bracket shows the decrease in shareholding.

(iii) Change in Promoters’ Shareholding (please specify if there is no change)-

SI No. Particulars

Shareholding at the beginning of the year [As on 1-April-2015]

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 17337155 61.88 17337155 61.88
Argon India Limited 13871344 49.51 - -
Argon South Asia Limited 3465811 12.37 - -
2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) 18.06.2015 Sold to Suprajit Engineering Limited 14289843 51.00
Argon India Limited Argon South Asia Limited
11.06.2015- 15021 0.05
An ‘Open Offer’ was made to minority shareholders to acquire additional 26% Shares.
09.10.2015 Sold to Suprajit Engineering Limited 3047312 10.88
Argon India Limited Argon South Asia Limited
Suprajit Engineering Limited - 17352176 61.93
Total Acquisition of Shares
At the end of the year - - 17352176 61.93

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs):

SI No. Particulars

Shareholding at the beginning of the year [As on 1-April-2015]

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Premier Investment Fund Limited
At the beginning of the year (as on 01.04.2015) 560000 1.999 560000 1.999
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 10-04-2015 to 01-05-2015 (Purchase 9768) 0.034 569768 2.033
During 02-05-2015 to 08-05-2015 (Purchase 15232 0.054 585000 2.087
During 10-07-2015 to 17-07-2015 (Sale 6737) 0.024 578263 2.063
During 18-07-2015 to 25-07-2015 (Sale 18263) 0.065 560000 1.998
During 26-07-2015 to 31-07-2015 (Sale 75000) 0.267 485000 1.730
During 01-08-2015 to 07-08-2015 (Sale 25000) 0.089 460000 1.641
At the end of the year (as on 31.03.2016) 460000 1.641 460000 1.641
2 Rajasthan Global Securities Limited
At the beginning of the year (as on 01.04.2015) 330651 1.18 330651 1.18
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 09-05-2015 to 15-05-2015 (Purchase 104116) 0.371 434767 1.551
During 23-05-2015 to 29-05-2015 (Sale 2082) 0.007 432685 1.544
During 13-06-2015 to 19-06-2015 (Purchase 4998) 0.017 437683 1.562
During 04-07-2015 to 10-07-2015 (Sale 19143) 0.068 418540 1.493
During 11-07-2015 to 17-07-2015 (Sale 229930) 0.820 188610 0.673
During 18-07-2015 to 25-07-2015 (Sale 143494) 0.512 45116

(Hereafter no more a majority shareholder)

0.161
At the end of the year (as on 31.03.2016) 370 0.000 370 0.000
3 Sunil Sehgal
At the beginning of the year (as on 01.04.2015) 197500 0.705 197500 0.705
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / During 30-05-2015 to 05-06-2015 (Sale 7635) 0.027 189865 0.677
transfer / bonus/ sweat equity etc.): During 06-06-2015 to 12-06-2015 (Sale 16465) 0.058 173400 0.618
During 13-06-2015 to 19-06-2015 (Sale 6100) 0.021 167300 0.597
During 20-06-2015 to 26-06-2015 (Sale 1) 0.000 167299 0.597
During 01-07-2015 to 03-07-2015 (Sale 8985) 0.032 158314 0.565
During 04-07-2015 to 10-07-2015 (Sale 4766) 0.017 153548 0.548
During 26-07-2015 to 31-07-2015 (Sale 8350) 0.029 145198 0.518
During 01-08-2015 to 07-08-2015 (Sale 856) 0.003 144342 0.515
During 08-08-2015 to 14-08-2015 (Sale 19029) 0.067 125313 0.447
During 16-08-2015 to 21-08-2015 (Sale 10586) 0.037 114727 0.409
During 22-08-2015 to 28-08-2015 (Sale 12265) 0.043 102462 0.365
During 29-08-2015 to 04-09-2015 (Sale 17250) 0.061 85212 0.304
During 05-09-2015 to 11-09-2015 (Sale 2000) 0.007 83212 0.296
During 12-09-2015 to 18-09-2015 (Sale 1149) 0.004 82063 0.292
During 19-09-2015 to 25-09-2015 (Sale 3063) 0.010 79000 0.281
During 26-09-2015 to 30-09-2015 (Sale 1500) 0.005 77500 0.276
During 03-10-2015 to 09-10-2015 (Sale 1000) 0.003 76500 0.273
During 10-10-2015 to 16-10-2015 (Sale 3249) 0.011 73251 0.261
During 17-10-2015 to 23-10-2015 (Sale 4500) 0.016 68751 0.245
During 24-10-2015 to 30-10-2015 (Sale 2000) 0.007 66751 0.238
During 08-01-2016 to 15-01-2016 (Sale 16458) 0.587 50293 (Hereafter no more one of Top shareholder 0.179
At the end of the year (as on 31.03.2016) 11099 0.039 11099 0.039
4 Nagaraj Garimalla
At the beginning of the year (as on 01.04.2015) 191217 0.682 191217 0.682
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 01-05-2015 to 08-05-2015 (Sale 191217) 0.682 0 0.000
At the end of the year (as on 31.03.2016)

Nil

Nil

Nil

Nil
5 Madhavan Kunniyur
At the beginning of the year (as on 01.04.2015) 114484 0.409 114484 0.409
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 01-05-2015 to 08-05-2015 (Sale 114410) 0.408 74 0.001
At the end of the year (as on 31.03.2016)

Nil

Nil

Nil

Nil

6 Suvarna Kumari Agrawal
At the beginning of the year (as on 01.04.2015) 99000 0.353 99000 0.353
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 01-10-2015 to 09-10-2015 (Purchase 9010) 0.032 108010 0.385
During 10-10-2015 to 16-10-2015 (Purchase 26990) 0.096 135000 0.481
During 06-11-2015 to 13-11-2015 (Purchase 4809) 0.017 144809 0.516
During 06-112015 to 13-112015 (Purchase 4809) 0.017 144809 0.516
During 14-112015 to 20-112015 (Purchase 4191) 0.014 149000 0.531
At the end of the year (as on 31.03.2016) 149000 0.531 149000 0.531
7 Maya Appliances Private Limited
At the beginning of the year (as on 01.04.2015) 91838 0.328 91838 0.328
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 04-04-2015 to 10-04-2015 (Purchase 18000) 0.064 109838 0.392
At the end of the year (as on 31.03.2016) 109838 0.392 109838 0.392
8 GEPL Finance Private Limited
At the beginning of the year (as on 01.04.2015) 75000 0.267 75000 0.267
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 27-11-2015 to 04-12-2015 (Sale 75000) 0.267 0 0.000
At the end of the year (as on 31.03.2016)

Nil

0.000

Nil

0.000

9 Chandravadan Desai
At the beginning of the year (as on 01.04.2015) 59919 0.214 59919 0.214
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): During 01-05-2015 to 08-05-2015 59919 (Hereafter no more one of Top shareholder) 0.214
At the end of the year (as on 31.03.2016) Nil 0.000 Nil 0.000
10 Janet Christine Depenning
At the beginning of the year (as on 01.04.2015) 58710 0.209 58710 0.209
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No Change during the year
At the end of the year (as on 31.03.2016) 58710 0.209 58710 0.209

Note: Closing of Top ten shareholders of the Company as on March 312015 has beenconsidered for the above disclosure.

(v) Shareholding of Directors and Key Managerial Personnel-

SI No. Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year

NIL

NIL

NIL

NIL
2 Date wise Increase / Decrease in Directors & KMPs Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

NIL

NIL

NIL

NIL
3 At the end of the year

NIL

NIL

NIL

NIL

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accruedbut not due for payment.

(Amount in Rs.)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 502337133 - - 502337133
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 502337133 - - 502337133
Change in Indebtedness during the financial year
* Addition 319400649 - - 319400649
* Reduction (409832763) - - (409832763)
Net Change (90465645) - - (90465645)
Indebtedness at the end of the financial year
i) Principal Amount 409832763 - - 409832763
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2038726 - - 2038726
Total (i+ii+iii) 411871489

-

-

411871489

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

S.N. Particulars of Remuneration

Name of MD/WTD/ Manager

Total

Amount

MD CEO WTD Manager
Mr. Pranay D Gandhi * Mr. N S Mohan
1 Gross salary -- --
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 4572765 Nil -- -- 4572765
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 11514 Nil -- -- 11514
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 248300 Nil -- -- 248300
2 Stock Option -- -- -- --
3 Sweat Equity -- -- -- --
4 Commission
- as % of profit
- others specify...
5 Others please specify -- -- -- --
Total (A) 4832579 Nil N.A. N.A. 4832579
Ceiling as per the Act (5% of the net profit of the Company as calculated in manner provided under Section 198 of the Companies Act 2013) 16428050

* Mr. Pranay D. Gandhi resigned as Managing Director and Director with effect from 18thJune 2015.

* Mr. N.S. Mohan is paid remuneration from its Holding Company.

B. Remuneration to other Directors-

S.N. Particulars of Remuneration

Name of Directors

Total Amount
Mr. Padmanabh P. Vora Mr. Gurdeep Singh Ms. Sunita Mathur Mr. Ian Williamson Mr. Suresh Shetty
1 Independent Directors
Fee for attending board committee meetings 200000 200000 160000 0 100000 660000
Remuneration by way of Commission NIL NIL 300000 Waived Off 300000 600000
Others please specify -- -- -- --
Total (1) 200000 200000 460000 Nil 400000 1260000
2 Other Non-Executive Directors Mr. Ganpati Rathinam Mr. Shomik P Mukherjee Mr. K.Ajith Kumar Rai
Fee for attending board committee meetings

80000

40000

0

120000

Commission

NIL

NIL

NIL --
Others please specify -- -- --
Total (2) 80000 40000 120000
Total (B)=(1+2) 1380000
Total Managerial Remuneration Total=(A+B) 6212579
Overall Ceiling as per the Act (10% of the net profit of the Company as calculated in manner provided under Section 198 of the Companies Act 2013) 32856100

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S.N. Particulars of Remuneration

Key Managerial Personnel

*Outgoing CS **Present CS ***CFO Total
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 534222 124200 3765521 4423943
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 7863 - 220800 228663
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 96456 74004 637560 808020
2 Stock Option -- -- -- --
3 Sweat Equity -- -- -- --
4 Commission -- -- -- --
- as % of profit
- others specify...
5 Others please specify -- -- -- --
Total 638541 198204 4623881 5460626

‘Remuneration of Mr.Aditya Rungta as outgoing Company Secretary is till09.10.2015. ** Remuneration of Ms. Shrabanti Mandol is from 12.10.2015 to 31.03.2016.

*** Remuneration of Mr. Gagandeep Singh as Chief Financial Officer is till 31.03.2016.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

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
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Disclosure of particulars of contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:NIL

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board:

(g) Amount paid as advances if any:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to Section 188:

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

(a) (b) (c) (d) (e) (f)
Name(s) of the related party and nature of relationship Nature of contracts arrangements transactions Duration of the contracts / arrangements transactions Salient terms of the contracts or arrangements or transactions including the value if any Date(s) of approval by the Board if any Amount paid as advances if any
Luxlite Lamps S.A.R.L Luxembourg Subsidiary of Phoenix Lamps Limited Financial Year 2015-16 Sales - Rs. 4498.76 Lakhs Freight Recovery- Rs. 53.91 lakhs Purchase of traded goods- Rs. 50.32 lakhs N.A. N.A.
Trifa Lamps Germany GmbH Subsidiary of Phoenix Lamps Limited Financial Year 2015-16 Sales - Rs. 3101.14 Lacs Freight Recovery- Rs. 39.44 lakhs Stand by Letter of Credit- Rs. 1126.43 lakhs. Reimbursement of finance cost- Rs. 5.42 lakhs. N.A. N.A.
Suprajit Engineering Limited Holding Company Financial Year 2015-16 Management Fees- Rs.153.21 Lakhs. N.A. N.A.

For and on behalf of the Board

K. Ajith Kumar Rai

Chairman

Annexure-3

NOMINATION AND REMUNERATION POLICY

Introduction:

In pursuance of the Company’s policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and theListing Agreement as amended from time to time this Nomination and Remuneration Policy onnomination and remuneration of Directors Key Managerial Personnel and Senior Managementhas been formulated by the Committee and approved by the Board of Directors.

Objective and Purpose:

The objective and purpose of this Nomination and Remuneration Policy is:

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

• To determine remuneration based on the Company’s size and financialposition and trends and practices on remuneration prevailing in peer companies in theindustry.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company’s operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage. In the context of theaforesaid criteria the following Nomination and Remuneration Policy has been formulated bythe Committee and adopted by the Board of Directors at its meeting held on 29th September2014.

Effective Date:

This Nomination and Remuneration Policy shall be effective from 1st October2014.

Applicability:

The Nomination and Remuneration Policy is applicable to:

• Directors (executive and non-executive)

• Key Managerial Personnel

• Senior Management

General:

• This Nomination and Remuneration Policy is divided in two parts: Part - A coversthe appointment and nomination and Part - B covers remuneration and perquisites etc.

• The key features of this Company’s Nomination and Remuneration policy shallbe included in the Board’s Report.

PART A - POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director Key Managerial Personnel or atSenior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of 70 (seventy) years. Provided that the term of theperson holding this position may be extended beyond the age of 70 (seventy) years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond 70 (seventy) years.

Term / Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Chairperson/ChairmanManaging Director or Whole-time Director for a term not exceeding 5 (five) years at atime. No re-appointment shall be made earlier than 1 (one) year before the expiry of term.

2. Independent Director:

• An Independent Director shall hold office for a term up to 5 (five) consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board’sreport.

• No Independent Director shall hold office for more than 2 (two) consecutiveterms but such Independent Director shall be eligible for appointment after expiry of 3(three) years of ceasing to become an Independent Director. Provided that an IndependentDirector shall not during the said period of 3 (three) years be appointed in or beassociated directly or indirectly with the Company in any other capacity.

• At the time of appointment of Independent Director it should be ensured thatnumber of boards on which such Independent Director serves is restricted as provided underthe Companies Act 2013 and the rules there under and the Listing Agreement.

• The appointment/re-appointment of Independent Directors shall be in accordancewith the condition as prescribed under the Companies Act 2013 rules made there under andthe Listing Agreement.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KeyManagerial Personnel and Senior Management Personnel at regular interval (yearly) andrecommend it to the Board.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KeyManagerial Personnel or Senior Management Personnel subject to the provisions andcompliance of the said Act rules and regulations.

Retirement:

The Director Key Managerial Personnel and Senior Management Personnel shall retire asper the applicable provisions of the Companies Act 2013 and the prevailing policy of theCompany. The Board will have the discretion to retain the Director Key ManagerialPersonnel Senior Management Personnel in the same position / remuneration or otherwiseeven after attaining the retirement age for the benefit of the Company.

PART B - POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

General:

1. The remuneration/ compensation/ commission etc. to the Whole-time Director KeyManagerial Personnel and Senior Management will be determined by the Committee based oncriteria such as industry benchmarks the Company’s performance vis-a-vis theindustry responsibilities shouldered performance/track record macro-economic review onremuneration packages of heads of other organizations and recommended to the Board ofDirectors for approval. The remuneration/ compensation/ commission etc. shall be subjectto the approval of the shareholders of the Company and Central Government whereverrequired.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage/ slabs/ conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethereunder.

3. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board. Increments will be effective from 1st April in respect ofall Whole-time Directors and employees of the Company.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

Remuneration to Whole-time/ Executive/ Managing Director Key Managerial Personnel andSenior Management:

1. Fixed pay:

The Whole-time Director / Key Managerial Personnel and Senior Management shall beeligible for a monthly remuneration as may be approved by the Board on the recommendationof the Committee. The break-up of the pay scale and quantum of perquisites includingemployer’s contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

Remuneration to Non-Executive/ Independent Directors:

Independent Directors are appointed for their professional expertise in theirindividual capacity as independent professionals / business executives. IndependentDirectors receive sitting fees for attending the meeting of the Board and committees ofthe Board and commission as approved by the Board and shareholders.

1. Remuneration/ Commission:

The remuneration/ commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade there under. The remuneration by way of commission paid to the Independent Directorsshall be determined periodically and reviewed based on the industry benchmarks.

2. Sitting Fees:

The non-executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed such maximum permissible amount per meeting of the Board or Committee asmay be prescribed under the Companies Act 2013 or such amount as may be prescribed by theCentral Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by the Shareholders subjectto the limit not exceeding 1% of the profits of the Company computed as per theapplicable provisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

Annexure-4

THE ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken: Outline of the Company’s CSR policy:

Suprajit Foundation is spearheading the CSR activities of the Company. The focus areaof the Foundation activities is education healthcare and rural development. The policy ofthe Company is to give back to society that is in need of education healthcare andupliftment of rural community. Suprajit Foundation is focused on executing sociallyrelevant projects in these areas.

Overview of Activities:

Various projects under the above CSR policy are undertaken through Suprajit Foundationand well-known not-for-profit organizations. Some of these educational projects areundertaken by Bharatiya Vidya Bhavan Vittala Vidya Sangha etc. The mid-day meal programis undertaken through Akshayapatra Founation. Other not-for-profit agencies involved areRotary Club of Bangalore Indiranagar Needy Heart Foundation One Billion LiteratesFoundation etc. Suprajit Foundation has received the amounts due as per the CSR policyrequirements. It spends a portion of the funds received and is developing a corpus fundfor the significant future project in the area of focus as above.

Web link to the CSR Policy of the Company:

http://www.phoenixlamps.co.in/pdf/Corporate_Social_responsibility_Policy.pdf.

2. The Composition of the CSR Committee.

Your Company recognizes its responsibility towards the society and environment in whichit operates and accordingly had been working towards CSR and Sustainable Development. Inaccordance with Section 135 of the Companies Act 2013 your Company has constitutedCorporate Social Responsibility Committee to monitor the CSR activities.

Members of the committee are:

1. Mr. K. Ajith Kumar Rai (Chairperson of the Committee)

2. Mr. Ian Williamson (Non-Executive Independent Director)

3. Mr. Suresh Shetty (Non-Executive Independent Director)

3. Average net profit of the company for last three financial years: Rs. 3665.97lakhs/-

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): Rs.73.32 lakhs/-

5. Details of CSR spent during the financial year: Rs. 73.70 Lakhs/-

(a) Total amount to be spent for the financial year: Rs. 73.32 lakhs/-

(b) Amount unspent if any: Nil

For and on behalf of the

Corporate Social Responsibility Committee

K. Ajith Kumar Rai

Chairman of the Corporate Social Responsibility Committee

Annexure-5

a) Information as per Rule 5(1) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

Requirements Particulars
The ratio of the remuneration of each director to the median remuneration of the employees for the financial year. As per note 1
The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year. As per note 2
The percentage increase in the median remuneration of employees in the financial year. 11.53%
The number of permanent employees on the rolls of company. 830
The explanation on the relationship between average increase in remuneration and company performance. The Company follows prudent remuneration practices under the guidance of the Board and the Nomination and Remuneration Committee. The Company’s approach with respect to remuneration is intended to drive meritocracy within the framework of prudent nomination and remuneration policy. Remuneration is linked to corporate performance business performance and individual performance. The total compensation is a prudent mix of fixed pay and variable pay. During the year under review gross sales for the Automotive Business have decreased by 9.31%. The increase in remuneration is a function of factors outlined above.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the company. The comparison of remuneration of each of the Key Managerial personnel against the performance of the Company is as under:

 

Particulars % of Net Profit for FY 2015-16
Managing Director 34.19%
Chief Financial Officer 32.71%
Company Secretary 5.92%

 

Variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year 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. The Market capitalization of the Company has increased from Rs. 263.94 Crores as of March 312015 to Rs. 275.85 Crores as of March 312016. Over the same period the price to earnings ratio moved from 9.60x to 196.9x. The Company’s stock price as at March 312016 has increased by 885% to Rs 98.45 over the last public offering i.e. IPO in October 1992 at the price of Rs 10 per equity share.
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. The gross sale for the Automotive Business for the financial year ended March 312016 have decreased by 9.31%.The aggregate remuneration of employees excluding Managing Director grew by 11.53% over the previous financial year.
The key parameters for any variable component of remuneration availed by the directors. The key parameters for any variable component of remuneration availed by the Managing Director is determined by the Board of Directors and is within the criteria as laid down in the Nomination and Remuneration Policy of the Company.
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. Not Applicable.
Affirmation that the remuneration is as per the remuneration policy of the company. The remuneration is as per the remuneration policy of the Company.

‘Managing Director Remuneration is paid till 18th June 2015.

Notes:

1. The ratio of the remuneration of each director to the median remuneration of theemployees for the financial year ending on 31 03 2016 is as follorw

S. No. Name of the Directors The ratio of the remuneration of each director to the median remuneration of the employees for the financial year ending 31.03.2016.
1 Mr. Pranay D. Gandhi 28.49x
2 Mr. Padmanabh P Vora 1.18x
3 Mr. Gurdeep Singh 1.18x
4 Mr. Shomik P. Mukherjee 0.24x
5 Mr. Ganapati Rathinam 0.47x
6 Mr. Sunita Mathur 2.71x
7 Mr. K.Ajith Kumar Rai Nil
8 Mr. Suresh Shetty 2.36x
9 Mr. Ian Williamson Nil
10 Mr. N.S Mohan Nil

*Managing Director Remuneration is paid till 18th June 2015

* Except Ms. Sunita Mathur and Mr. Suresh Shetty Sitting Fees of Non ExecutiveDirector is paid till 18.06.2015 The Median remuneration of the employees for thefinancial year ends March 31st 2016 is Rs. 169627/-.

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year endson 31.03.2016 is as follows:

S. No. Name of the Director/KMP Designation As on 31.03.2015 As on 31.03.2016 % increase for F.Y. ending on 31.03.2016
1 Mr. Pranay D. Gandhi* Managing Director 12999996 4832579 N.A.
2 Mr. Padmanabh P Vora** Non-executive Director 1000000 N.A. NIL
3 Mr. Gurdeep Singh** Independent Director 1000000 N.A NIL
4 Mr. Shomik P Mukherjee Non-executive Director N.A. N.A. N.A.
5 Mr. Ganapati Rathinam Independent Director N.A. N.A. N.A.
6 Ms. Sunita Mathur Independent Director N.A. 300000 N.A.
7 Mr. Gagandeep Singh* Chief Financial Officer 3556452 4623881 N.A.
8 Mr. Aditya Rungta* Company Secretary 900000 638541 NIL
9. Mr. Mohan N S CEO & Director -- Nil N.A.
10. Mr. Suresh Shetty Independent Director -- 300000 N.A.
11. Mr. Ian Williamson Independent Director -- Nil N.A.
12. Mr. K. Ajith Kumar Rai Chairman & Non-Executive Director -- Nil N.A.
13. Ms. Shrabanti Mandol Company Secretary -- 198204 N.A.

‘Managing Director Remuneration is paid till 18th June 2015

Mr. K. Ajith Kumar Rai (Chairman and Non-Executive Director) Mr. Mohan N S (Directorand Chief Executive Officer) Mr. Ian Williamson (Independent Director) and Mr. SureshShetty (Independent Director) were appointed on the Board on 18th day of June 2015.

Ms. Sunita Mathur (Independent and Woman Director) was appointed on the Board witheffect from 22nd March 2015 and is continuing as Independent Director till date.

Mr. Padmanabh P Vora (Chairman) Mr. Pranay D. Gandhi (Managing Director) Mr. GurdeepSingh (Independent Director) Mr. Shomik P Mukherjee (Non-Executive Director) resignedfrom the Board of the Company with the Change in Management on 18th day of June 2015.

Mr. Aditya Rungta Company Secretary resigned on 9th October 2015. Ms. ShrabantiMandol a qualified Company Secretary was appointed as Company Secretary of the Companywith effect from 12th October 2015.

Mr. Gagandeep Singh Chief Financial Officer of the Company resigned from the Companywith effect from 31st day of March 2016.

* The above remuneration to the Non-Executive Directors does not include the sittingfees paid during the year.

b) Information as per Rule 5(2) of Chapter XIII of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

(i) During the financial year 2015-16 no employee received the remunerationaggregating to Rs. 60 lakhs p.a.

(ii) Employed for part of the year with an average salary above Rs. 5 lakh per month:

S. No. Employee name Designation Educational qualification Age Experience (in years) Date of joining Gross (In Rs.) (Part year) Previous employment and designation
1. Akhilesh Kumar Goel Chief Operating Officer BSC B.E M.Sc Engg. 50 21.7 Oct 07 2014 7789495 Krishna Group Auto Components
2. Babu K.S.V. Director Sales SSLCDME BEMBADBF 49 26.50 Dec 012014 7195331 Bosch Limited

Notes:

1. The above employees are on the rolls of the Company.

2. None of the employees mentioned above is related to any director of the Company.

3. Information about qualifications and last employment is based on particularsfurnished by the concerned employee.

4. None of the employee is relative of any Director of the Company and does not holdany equity share in the Company.

(iii) During the financial year 2015-16 no employee received remuneration in excess ofthe highest-paid director.

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies

(A nnnintmant anri Rami maratinn Parornnal) Ri ila o OD1A1

To

The Members

PHOENIX LAMPS LIMITED Noida

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PHOENIX LAMPS LIMITED (CIN:L31500UP1991PLC012944) (hereinafter called ‘the Company’). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofSecretarial Audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on 31.03.2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by PHOENIX LAMPS LIMITED for the financial year ended on 31.03.2016according 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; and

i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015;

(vi) The Company is presently engaged in the business of manufacturing and trading ofelectric lamps parts and fittings thereof and having its two plants located at NoidaSpecial Economic Zone (NSEZ) and there are no specific laws applicable to the Companypursuant to the business carried by the Company.

(vii) The other general laws as may be applicable to the Company including thefollowing:

(1) Employer/Employee Related laws & Rules:

i. Industries (Development & Regulation) Act 1951

ii. The Factories Act 1948 (in case of manufacturing companies where applicable)

iii. The Employment Exchanges (Compulsory notification of Vacancies) Act 1959

iv. The Apprentices Act 1961

v. The Employees Provident Fund & Miscellaneous Provisions Act 1952

vi. The Employees State Insurance Act 1948

vii. The Workmen’s Compensation Act 1923

viii. The Maternity Benefits Act 1961

ix. The Payment of Gratuity Act 1972

x. The Payment of Bonus Act 1965

xi. The Industrial Disputes Act 1947

xii. The Trade Unions Act 1926

xiii. The Payment of Wages Act 1936

xiv. The Minimum Wages Act 1948

xv. The Child Labour (Regulation & Abolition) Act 1970

xvi. The Contract Labour (Regulation & Abolition) Act 1970

xvii. The Industrial Employment (Standing Orders) Act 1946

xviii. Equal Remuneration Act 1976

xix. Inter-State Migrant Workmen (Regulation of Employment and Conditions of Services)Act 1979

xx. The Sexual Harassment of Women at Work Place (Prevention Prohibition &Redressal) Act 2013

xxi. Persons with Disabilities (Equal Opportunities Protection of Rights and FullParticipation) Act 1996

xxii. Prohibition of Employment as Manual Scavengers and their Rehabilitation Act 2013

xxiii. Dangerous Machines (Regulation) Act 1983

xxiv. Indian Boilers Act 1923

xxv. The Industrial Establishments (National and Festival Holidays) Act 1963

xxvi. The Labour Welfare Fund Act 1965

xxvii. Explosive Act

xxviii. Weight & Measure Act 1976

xxix. The U.P. dookan Aur Vanijya Adhisthan Adhiniyam1962

xxx. For majority of Central Labour Laws the State has introduced Rules [names of eachof the Rules is not included here]

(2) Environment Related Acts & Rules:

i. The Environment Protection Act 1986

ii. The Water (Prevention & Control of Pollution) Act 1974

iii. The Air (Prevention & Control of Pollution) Act 1981

iv. Hazardous Wastes (Management Handling and Transboundary Movement) Rules 2008.

(3) Economic/Commercial Laws & Rules:

i. The Competition Act 2002

ii. The Indian Contract Act 1872

iii. The Sales of Goods Act 1930

iv. The Forward Contracts (Regulation) Act 1952

v. The Indian Stamp Act 1899

vi. The Transfer of Property Act 1882

I have also examined compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India onthe Board and General Meetings i.e. SS - 1 and SS - 2 (applicable from 1stJuly 2015).

(ii) The Listing Agreements entered into by the Company with the BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE) and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 whereverapplicable.

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above as may be applicableduring the year under review. Certain non material findings made during the course of theaudit relating to the provisions of Companies Act Secretarial Standards Labour Laws wereaddressed suitably by the Management. Following are some of the observations which in myopinion will have material impact on the Company’s compliance status:

1. Certain disclosures are yet to be updated in the official Website of the Company.

2. Annual Report for the year 31.03.2015 does not disclose certain information on weblinks as mandated under the Act and the Listing Agreement.

Further I report that with regard to financial and taxation matters I have reliedon the Audit Report Limited Review Report and the Internal Audit Report provided by theStatutory/Internal Auditor as the case may be.

I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors which took placeduring the period under review were carried out in compliance with the provisions of theAct.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes as per the practice followed. However duringthe period under report there was no such case instance.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the year under report the Company’s shares havebeen acquired by Suprajit Engineering Limited by around 61.93% of the fully paid up EquityShare Capital i.e. 14289843 Equity Shares of Rs. 10/- each at a consideration @ Rs.89/- per share aggregating to Rs. 1271796 Lakhs amounting 51% from Argon India LimitedMauritius and Argon South Asia Limited Mauritius and an ‘Open Offer’ was madeto minority Shareholders to acquire additional 26% for which 15021 Shares were tenderedat Rs. 100/- per share aggregating to Rs. 15.02 Lakhs and Suprajit Engineering Limited hasfurther acquired the balance 3047312 Equity Shares of Rs. 10/- each at a consideration @Rs. 89/- per Share aggregating to Rs. 2712 Lakhs amounting to 10.88% stake and completedthe transaction in line with Share Purchase Agreement signed on 6th May 2015.Hence the Company has become the Subsidiary of Suprajit Engineering Limited.

I further report that during the year under report there was a complete change inthe management of the Company subsequent to the Company becoming the Subsidiary ofSuprajit Engineering Limited. The Board of Directors and the Key Managerial Personnel havebeen changed during the year in compliance with the applicable provisions of the Act.

I further report that during the year under report the Company has obtained theapproval of the Shareholders to the following subjects vide Postal Ballot Notice dated 21stDecember 2015 and the Scrutinizer Report dated 1st February 2016:

1. Shifting of Registered Office of the Company from the State of Uttar Pradesh to theState of Karnataka.

2. Alteration of situation clause of the Memorandum of Association of the Company.

3. Alteration of Articles of Association of the Company.

Further the Company has filed application before the Regional Director NorthernRegion Bench New Delhi for obtaining the approval for Shifting of Registered Office ofthe Company from the State of Uttar Pradesh to the State of Karnataka.

(Parameshwar G. Bhat)
Place : Bangalore ACS No.: 25167
Date : 28.05.2016 C P No.: 11004

Note: This report is to be read with our letter of even date which is annexed asAnnexure and forms an integral part of this report.

‘Annexure’

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of Secretarial Records. Theverification was done on test basis to ensure that correct facts are reflected in thesecretarial records. I believe that the processes and practices I have followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of Financial records andBooks of Accounts of the Company including records under Income Tax Act Central ExciseAct Customs Act Central and State Sales Tax Act.

4. Where ever required the Company has represented about the compliance of laws rulesand regulations and happening of events etc as applicable from time to time.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of Management. My examination was limited tothe verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the Management has conductedthe affairs of the Company.

(Parameshwar G. Bhat)
Place : Bangalore ACS No.: 25167
Date : 28.05.2016 C P No.: 11004