You are here » Home » Companies » Company Overview » Phoenix Mills Ltd

Phoenix Mills Ltd.

BSE: 503100 Sector: Infrastructure
NSE: PHOENIXLTD ISIN Code: INE211B01039
BSE LIVE 15:40 | 18 Aug 536.65 10.45
(1.99%)
OPEN

526.50

HIGH

540.90

LOW

526.00

NSE 15:31 | 18 Aug 539.25 10.90
(2.06%)
OPEN

525.00

HIGH

542.00

LOW

525.00

OPEN 526.50
PREVIOUS CLOSE 526.20
VOLUME 7783
52-Week high 574.30
52-Week low 285.05
P/E 53.03
Mkt Cap.(Rs cr) 8,213
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 526.50
CLOSE 526.20
VOLUME 7783
52-Week high 574.30
52-Week low 285.05
P/E 53.03
Mkt Cap.(Rs cr) 8,213
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix Mills Ltd. (PHOENIXLTD) - Director Report

Company director report

To

The Members

The Phoenix Mills Limited

Your Directors are pleased to present the 111th Annual Report of the Companytogether with the Audited Financial Statements for the Financial Year ended March 312016.

Financial Results (Standalone)

(Rs In Million)
Particulars Year ended Year ended
31.03.2016 31.03.2015
Sales and other Income 4548.16 4121.90
Profit before Interest Depreciation Exceptional Items and Tax 3388.61 2998.37
Less: Interest & Finance Charges 687.85 706.66
Less: Depreciation 293.15 310.49
Profit Before Tax and Exceptional Items 2407.61 1981.22
Profit Before Tax and After Exceptional Items 2127.61 1138.72
Less: Provision for Taxation:
Current Tax 639.00 532.00
Deferred Tax (20.31) (11.80)
Net Profit after Tax 1508.93 618.52
Balance brought forward from Previous Year 5697.68 5674.59
Profit available for appropriation 7206.61 6293.11
Less Appropriations:
General Reserves - 200.00
Proposed Dividend 353.89 318.90
Corporate Dividend Tax 71.62 64.92
Adjustment of Depreciation as per Transitional Provision of Part C Paragraph 7(b) of - 11.61
Schedule II of the Companies Act 2013
Balance Carried Forward to Profit & Loss Account 6781.10 5697.68

Operations

The Phoenix Mills Ltd. today is one of the largest retail led real estate Company inIndia with a portfolio comprising of over 17.5 million square feet of retail commercialhospitality and residential assets spread over 100+ acres of land our Company is bestpositioned in the industry to serve the people of India one of the fastest growingeconomy in the world. Our mixed-used model of development gives us a 5-6 years head startin building top quality assets in the key gateway cities of India.

The Phoenix Mills Ltd. This a proxy to the great Indian Consumption Story. During FY16we clocked total retail consumption of Rs 54 bn across our retail properties with a totalrental income of Rs 7.1 bn. Our consumption has grown at a CAGR of 38% between FY12 andFY16 while Rental Income has shown a CAGR of 34%. A host of top international brands opentheir first store in India at our malls validating our position as the best mall in thecity we operate. Our malls are not just meant for shopping but offer the widest choice ofF&B entertainment and have emerged as experience centres where families prefer tospend the entire day. We have 9 retail assets with a leasable area of approx. 6.0 millionsquare feet in Mumbai Bangalore Chennai Pune Lucknow & Bareilly. Phoenix ParagonPlaza at Kurla started operations this year while our luxury mall Palladium at Chennai isstill under construction.

During the year The Phoenix Mills Ltd. through its wholly owned subsidiary Big AppleReal Estate Pvt. Ltd. has increased its ownership in Upal Developers Pvt. Ltd. andBlackwood Developers Pvt. Ltd from 77.2% to 100% by buying out the stake of its partners.Phoenix United Malls at Lucknow & Bareilly have good growth potential and will allowthe Company to tap the rising consumption in the smaller cities. Our Market City malls atPune Bangalore Mumbai & Chennai are now stabilized and we continue to enhance ourofferings by improving the brand-mix offering more F&B and entertainment options etc.During the last year 33% of area in PMC Pune was up for renewal and we have managed toclose the new deals at a significant premium to the old rates.

We have an on-going and planned residential portfolio of 5.5 million square feet ofwhich we have launched 3.05 million square feet and sold 1.78 million square feet incities of Bangalore Chennai and Pune. In addition to this we have 1.71 million squarefeet of completed/ under-construction commercial projects of which we have sold 1.03million square feet. Our premium office space Art Guild House (0.76 million square feet)is nearing completion.

We are happy to share that Palladium Hotel has been re-branded as The St. Regis Mumbaiduring this year marking the India debut of the Starwood Hotel’s most premium brand.Total income for the year was Rs 2182 mn a 27% increase over last year. With a total of395 rooms the hotel clocked an average occupancy of 72% with an ARR of Rs 9284 showingstrong growth in Room F&B and Banquet revenues. Courtyard by Marriott completed itsfirst full year of operations and did revenues of Rs 281 mn with 45% occupancy and ARR ofRs 4509. Within a short span of time it was ranked amongst the top hotels in Agra.

During FY 2016 our focus was to consolidate the position of our malls improve theprofitability of our Hotels business and timely execution of our residential projects. Inthe coming year we will commence hand over at One Bangalore West Phase I located atRajajinagar in Bangalore The Crest located at Nehru Nagar in Chennai and the commercialproject Art Guild House located at Kurla in Mumbai. We also eagerly look forward tolaunching the luxury mall Palladium at Chennai.

Management Discussion & Analysis (MDA) which forms a part of this report dealscomprehensively with our current operations and projects in the pipeline. It also dealswith the current & future outlook of the company. Further during the year underreview there was no change in the nature of business.

Share Capital

During the year under review the Company issued and allotted by way of QIP 7991907Equity Shares of Rs 2/- each fully paid-up at an Issue Price of Rs 353.60 per Equity Share(including a premium of Rs 351.60 per Equity Share) aggregating to Rs 2825.94 Million. Theproceeds of the issue was used for the purpose as stated in the Placement Document.

Further during the Financial Year the Company pursuant to exercise of stock optionshas issued and allotted 40250 Equity Shares of Rs 2 each. Consequently the paid upequity share capital as on March 31 2016 stood at Rs 305977704 divided into152988852 equity shares of Rs 2 each.

During the year the Company has not issued shares with differential voting rights norsweat equity shares and hence no information as per the provisions of Section 43(a)(ii)and Section 54(1)(d) of the Companies Act 2013 read with the relevant Rules is furnished.

Further during the year under review there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Companies Act 2013 read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules 2014.

Dividend

During the year under review the Board in its meeting held on March 9 2016 declaredand paid Interim Dividend of Rs 1.75/- per share (@ 87.5%) for each fully paid up EquityShare of Rs 2/-.

Further subject to the approval of the Company’s shareholders in the ensuingAnnual General Meeting (AGM) the Board in its meeting held on May 13 2016 has alsorecommended a final dividend of Rs 0.45/- per share for the Financial Year ended March 312016 (@ 22.5%) for each fully paid up Equity Share of Rs 2/-. The said dividend ifdeclared in the ensuing AGM shall not be taxable in the hands of the shareholders.

The Register of Members and Share Transfer Books will remain closed from FridaySeptember 2 2016 till ursday September 8 2016 (both days inclusive) for the purpose ofpayment of final dividend and the Annual General Meeting scheduled to be held on ursdaySeptember 8 2016.

Transfer To Reserves

The Board has not recommended any transfer to the General Reserves out of the amountavailable for appropriation and an amount of Rs 6781.10 million is proposed to be carriedforward to the Statement of Profit and Loss.

Deposits

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposits) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.

Management Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI (LODR) Regulations 2015’) is presented in a separatesection forming part of the Annual Report.

Particulars of Contracts or Arrangement with Related Parties

All related party transactions that were entered into during the Financial Year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company under Section 188 ofthe Companies Act 2013 with Promoters Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the Company at large.Consequent upon which details as prescribed in Form AOC-2 are not required to bedisclosed.

The details of transactions/contracts/arrangements entered by the Company with relatedparty (ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the Financial Year under review is given under Note 24 of the Notes to Accountswhich forms part of the Annual Report.

Material changes and commitments affecting financial position between the end of theFinancial Year and date of the report

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company’s financial position have occurred between the end of theFinancial Year of the Company and date of this report.

Performance of subsidiary companies associates and joint venture companies

As on March 31 2016 the Company has 16 direct subsidiaries 8 indirect subsidiariesand 6 associates. During the year under review there were no additions or deletions inthe subsidiaries of the Company except Savannah Phoenix Private Limited which was earlieran associate and became a subsidiary w.e.f. April 7 2015 and Gangetic Hotels PrivateLimited which has become a subsidiary of the Company with effect from October 6 2015.During the year under review your Company did not have any Joint Venture Company.

During the year the Company’s Board reviewed the affairs of its subsidiaries on aquarterly basis. The consolidated financial statements of the Company are prepared inaccordance with Section 129(3) of the Companies Act 2013 and includes the financialstatements of all its subsidiaries and forms part of the Annual Report. Further astatement containing salient features of the financial statements of our subsidiaries andassociates in the prescribed format AOC-1 is given on page no. 226 of the Annual Report.The statement also provides the details of performance and financial position of each ofthe subsidiaries and associates.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on the website ofthe Company. These documents will also be available for inspection during the businesshours at our registered office.

Corporate Governance

The Company is committed to uphold the highest standards of Corporate Governance andadhere to the requirements set out by the Securities and Exchange Board of India. Adetailed report on Corporate Governance along with the Certificate of M/s. Rathi &Associates Practicing Company Secretaries confirming compliance of conditions ofCorporate Governance as stipulated under Regulation 34(3) read with Para The of ScheduleV of the SEBI (LODR) Regulations 2015 is appended as Annexure I to this report.

Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure IIA to this report.

A statement containing the name of employees employed throughout the Financial Year andwho are in receipt of remuneration of Rs 60 Lakhs or more in a year and employeesemployed for part of the year and in receipt of remuneration of Rs 5 lakhs or more in amonth and employees employed throughout the Financial Year or part thereof who were inreceipt of remuneration in that year which in the aggregate or as the case maybe at arate which in the aggregate is in excess of the remuneration drawn by the ManagingDirector and / or Whole – Time Director or Manager and holds by himself or along withhis spouse and dependent children not less than two percent of the Equity Shares of theCompany as per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure IIB to this report.

Payment of managerial remuneration/commission to directors from holding or subsidiarycompanies

The Company does not have a Holding Company. The managerial personnel i.e. ManagingDirector and Whole-time Directors of the Company are not in receipt of any managerialremuneration/commission from any subsidiary of the Company.

Board of Directors

Mr. Amit Kumar Dabriwala Mr. Amit Dalal Mr. Sivaramakrishnan Iyer and Ms. ShwetaVyas Directors of the Company qualify to be Independent Directors within the meaning ofSection 149 of the Companies Act 2013. The Company has received necessary declarationfrom all Independent Directors under Section 149(7) of the Companies Act 2013 that theycontinue to meet the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015. In accordance with theprovisions of the Act none of the Independent Directors are liable to retire by rotation.

Mr. Suhail Nathini Independent Director resigned from the Board w.e.f February 12016. The Board places on record its immense appreciation and gratitude for the servicesrendered by Mr. Nathani during his long tenure with the Company.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Pradumna KanodiaDirector is retiring by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

Mr. Pradumna Kanodia was appointed as Director-Finance of the Company for a period of 5years w.e.f April 28 2011. Mr. Kanodia’s term as Director – Finance expired onApril 27 2016. Mr. Kanodia has contributed extensively to the growth of the Company inthe areas of project financing and banking thus supporting implementation of the businessplans of the Phoenix Group. Based on the recommendation of the Nomination and RemunerationCommittee the Board of Directors have appointed Mr. Pradumna Kanodia asDirector–Finance of the Company for a period of five years with effect from April 282016 liable to retire by rotation.

The term of office of Mr. Shishir Shrivastava as Joint Managing Director of the Companyis due to expire on July 29 2016. Mr. Shishir Shrivastava is spearheading theCompany’s business development initiatives to effect its next round of expansionplans. Considering his valuable contribution in the growth and expansion of the Company itwould therefore be in the interest of the Company to continue to avail the benefits ofhis expertise.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have appointed Mr. Shishir Shrivastava as Joint Managing Director of the Companyfor a period of five years with effect from July 30 2016 liable to retire by rotation.

The aforesaid appointments of Mr. Pradumna Kanodia as Director Finance and Mr. ShishirShrivastva as Joint Managing Director of the Company would require consent of theshareholders of the Company pursuant to Section 196 read with Schedule V of the CompaniesAct 2013.

A brief profile of the Directors proposed to be appointed and re-appointed in terms ofRegulation 36(3) of SEBI (LODR) Regulations 2015 is given in the AGM Notice contained inthe Annual Report. The Board recommends the aforesaid re-appointments for your approval inthe ensuing AGM.

Board Meetings

The Board of Directors met 7 times during the Financial Year ended March 31 2016 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder thedetails of which are given in the Corporate Governance Report that forms part of theAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 and rules made thereunder.

Familiarization Program for Independent Directors

All new directors inducted into the Board are given a detailed orientation andinduction. Further at the time of appointment of an independent director the Companyissues a formal letter of appointment setting out the role and responsibilities. Theformat of the letter of appointment is available on our website.

During the year under review no new director was inducted on the Board of the Company.

Annual Evaluation of Directors Committees and Board

Pursuant to the provisions of clause (p) of sub-section (3) of Section 134 theCompanies Act 2013 and pursuant to sub – regulation (10) of Regulation 17 of SEBI(LODR) Regulations 2015 the Board has adopted an Annual Performance Evaluation Policy.In terms of the Policy and as per the statutory provisions the Independent Directors hada separate meeting on February 10 2016 without the presence of the management in whichthey discussed and evaluated the performance of the Chairman Executive Directors and KMPsand the Board as a whole through evaluation feedback forms. The Nomination andRemuneration Committee in its meeting held on February 10 2016 also evaluated theperformance of the Individual Directors and the Board as a whole. On the basis of thefeedback and report of the Independent Directors and the Nomination and RemunerationCommittee the Board in its meeting held on May 13 2016 has also evaluated theperformance of individual directors Board Committees and the Board and has noted itssatisfaction on the outcome.

Nomination and Remuneration Committee

In accordance with the requirements of Section 178 of the Companies Act 2013 and therules made thereunder (including any statutory enactments thereof) the Board hasconstituted the Nomination and Remuneration Committee of the Board which comprises of Ms.Shweta Vyas as the Chairman and Mr. Amit Kumar Dabriwala and Mr. Sivaramakrishnan Iyer asmembers of the Committee.

The Board has also formulated the policy setting out the criteria for determiningqualifications positive attributes independence of directors and policy relating toremuneration for Directors Key Managerial Personnel and other employees. Theaforementioned detailed policy duly approved and adopted by the Board is appended asAnnexure III to this report. The current policy focuses on having an appropriate mix ofexecutive and independent directors to maintain the independence of the Board. There hasbeen no change in the Policy since the last Financial Year. The Board affirms that theremuneration paid to the directors is as per the terms laid out in the Policy and asreviewed and recommended by the Nomination and Remuneration Committee.

Audit Committee

The Audit Committee of the Board of Directors was constituted pursuant to theprovisions of Section 177 of the Companies Act 2013 and the rules made thereunder(including any statutory enactments thereof) and comprises of Mr. Amit Kumar Dabriwala asthe Chairman of the Committee and Mr. Atul Ruia and Ms. Shweta Vyas as members of theCommittee. The composition of the Audit Committee is in conformity with the provisions ofthe said section. The composition scope and terms of reference of the Audit Committee asamended in accordance with the Act and SEBI (LODR) Regulations 2015 is detailed in theCorporate Governance Report.

During the year under review the Board of Directors of the Company have accepted allthe recommendations of the Committee.

Whistle Blower Policy/Vigil Mechanism for The Directors and Employees

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Board of Directors of the Company have pursuant tothe provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 framed the Whistle BlowerPolicy/Vigil Mechanism for Directors and employees of the Company to provide a mechanismwhich ensures adequate safeguards to employees and Directors from any victimization onraising of concerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The employees of theCompany have the right/option to report their concern/grievance to the Chairman of theAudit Committee. No personnel have been denied access to the Audit Committee during theFinancial Year ended March 31 2016.

Visit http://www.thephoenixmills.com/PMLWhistleblowerPolicy.pdf for more detailsrelated to Whistle Blower Policy/Vigil Mechanism.

The Phoenix Mills Code of Conduct for Regulating & Reporting Trading by Insiders2015

The Board of Directors at their meeting held on May 28 2015 have approved and adopted‘ The Phoenix Mills Code of Conduct for Regulating & Reporting Trading byInsiders 2015’ (‘the Insider Trading Policy’) in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy lays down guidelines and procedures to be followed disclosures to be madewhile dealing in the securities of the Company. The Policy also states the consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdealings by the employees and to maintain highest ethical standards.

The Insider Trading Policy along with the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information is available on the website of theCompany.

Listing Agreement

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 were Notifiedby the Securities and Exchange Board of India on September 2 2015 which came in effectfrom December 1 2015. As per the new regulations all listed companies were required toenter into a fresh Listing Agreement within a period of 6 months from the effective date.The Company entered into a Listing Agreement with BSE Limited and National Stock Exchangeof India Limited on December 21 2015.

Risk Management Policy

The Board of Directors of the Company has framed a Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company’s businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin periodic management reviews.

Corporate Social Responsibility Policy

As per the provisions of Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Board of Directors have constituted aCorporate Social Responsibility (CSR) Committee which comprises of Mr. Ashokkumar Ruia asthe Chairman of the Committee and Mr Atul Ruia and Ms. Shweta Vyas as members of theCommittee. The Board of Directors of the Company has also adopted and approved CSR Policybased on the recommendation of the CSR Committee. The Company has initiated activities inaccordance with the said Policy the details of which have been provided in the CSR Reportappended as Annexure IV to this report. The report also contains the composition of theCSR Committee as per Section 135(2) of the Companies Act 2013.

The CSR Policy of the Company is available on the Company’s website and can beaccessed in the link http://www.thephoenixmills. com/CSRPolicy.pdf

Revision of Financial Statement

There was no requirement of revising the financial statements of the Company for theyear under review.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company’s operations in future.

Particulars of Loans Guarantees Investments and Securities

Particulars of loans guarantees investments and securities provided during theFinancial Year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof under Section 186 of theCompanies Act 2013 has been given under Note 40 of the Notes to Accounts.

Employee Stock Option Scheme (ESOP)

The details of Equity Shares issued under Employees Stock Option Scheme during theFinancial Year under review as required under SEBI (Share Based Employee Benefits)Regulations 2014 and as per the provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 and other applicableRegulations is annexed as Annexure V to this report.

Details as required under Regulation 14 of the SEBI (Share Based Employee Benefits)Regulations 2014 is available on the website of the Company athttp://www.thephoenixmills.com/DisclosureunderRegulation14ofESOPRegulations2015.pdf.

Internal Control Systems

Adequate internal control systems commensurate with the nature of the Company’sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal Control Systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Further the Internal Financial Controls with reference to financial statements asdesigned and implemented by the Company are adequate. Proper policies and procedures arein place to ensure orderly and efficient conduct of its business including adherence tothe Company’s policies safeguarding of its assets prevention and detection offrauds and errors accuracy and completeness of the accounting records and timelypreparation of reliable financial disclosures. During the year under review no materialor serious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2016 the Board ofDirectors hereby confirm that: a. in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. such accounting policies have been selected and appliedconsistently and the Directors have made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2016 and of the profit of the Company for that period; c. proper and sufficientcare was taken for maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. the annual accounts of the Company have beenprepared on a going concern basis; e. internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f. proper systems have been devised to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Secretarial Audit

In terms of the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and the rules made thereunder (including any statutory enactments thereof) theBoard had appointed M/s Rathi and Associates Practicing Company Secretaries to conductthe Secretarial Audit of the Company for the Financial Year 2015-16. Secretarial AuditReport issued by M/s Rathi and Associates in Form MR-3 for the Financial Year 2015-16 isappended as Annexure VI to this report.

The said report does not contain any observation or qualification or adverse remarkrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

The Board has re-appointed M/s Rathi and Associates Practicing Company Secretaries asthe Secretarial Auditors of the Company for the Financial Year 2016-17.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. A.M. Ghelani and Company (Firm Regn. No.103173W)Chartered Accountants and M/s. Chaturvedi and Shah (Firm Regn. No. 101720W) CharteredAccountants Joint Statutory Auditors of the Company hold office upto the conclusion ofthe ensuing Annual General Meeting.

The said Statutory Auditors have confirmed their respective eligibility as per theprovisions of the Companies Act 2013 and their willingness to act as Auditors of theCompany for Financial Year 2016-17 if re-appointed.

The Board recommends the re-appointment of M/s. A.M. Ghelani and Company CharteredAccountants and M/s. Chaturvedi and Shah Chartered Accountants as the Joint StatutoryAuditors of the Company to hold office from the conclusion of the ensuing Annual GeneralMeeting till the conclusion of the Company’s 112th Annual General Meeting.

Auditors’ Report

The matters of emphasis referred by the Auditors in their Report read with the relevantnotes given in the Notes to Accounts for the year ended March 31 2016 are detailed andself-explanatory and do not require any further explanation.

Fraud Reporting

During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of theaudit.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the Financial Year ended March 31 2016 made under the provisions ofSection 92(3) of the Act in the prescribed Form MGT-9 is appended as Annexure VII to thisReport.

Conservation of Energy and Technology Absorption

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withRule 8 (3)(A & B) of Companies (Accounts) Rules 2014 regarding Conservation of Energyand Technology Absorption are not applicable to the Company.

Code of Conduct

The Board of Directors have approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form. The Code has been posted on theCompany’s website. The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity at the work place inbusiness practices and in dealing with stakeholders. All the Board members and the SeniorManagement personnel have confirmed compliance with the Code.

Foreign Exchange Outgo and Earnings

The particulars regarding foreign exchange expenditure and earnings are contained inNote Nos. 29 and 31 of the Notes to Accounts forming part of the financial statements forthe Financial Year ended March 31 2016.

Sexual Harassment Policy

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Internal Complaints Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules thereunder. During the year under review no complaints inrelation to such harassment at workplace have been reported.

Cautionary Statement

Statements in this Report particularly those which relate to Management Discussion& Analysis as explained in the Corporate Governance Report describing theCompany’s objectives estimates and expectations may constitute "forward lookingstatements" within the meaning of the applicable laws and regulations. Actual resultsmight differ materially from those expressed or implied in the statements depending on thecircumstances.

Acknowledgement

The Board of Directors place on record their appreciation of the assistance guidanceand support extended by all the Regulatory Authorities including SEBI Stock ExchangesMinistry of Corporate Affairs Registrar of Companies Reserve Bank of India theDepositories Bankers and Financial Institutions the Government at the Centre and Statesas well as their respective Departments and Development Authorities in India and abroadconnected with the business of the Company for their co-operation and continued support.The Company expresses its gratitude to the Customers for their trust and confidence in theCompany.

In addition your Directors also place on record their sincere appreciation of thecommitment and hard work put in by the Registrar & Share Transfer Agents all thesuppliers sub contractors consultants clients and employees of the Company.

On behalf of the Board of Directors
For The Phoenix Mills Limited
Place: Mumbai Ashokkumar Ruia
Date: May 13 2016 Chairman & Managing Director
DIN: 00086762
Regd. office Address:
462 Senapati Bapat Marg
Lower Parel Mumbai – 400013
CIN: L17100MH1905PLC000200
Tel.: (022) 2496 4307/8/9
Fax.: (022) 2493 8388
Email: corpaffairs@highstreetphoenix.com
Website: www.thephoenixmills.com