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Phoenix Township Ltd.

BSE: 537839 Sector: Services
NSE: N.A. ISIN Code: INE977M01024
BSE LIVE 15:13 | 21 Aug 12.03 0.57
(4.97%)
OPEN

10.89

HIGH

12.03

LOW

10.89

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.89
PREVIOUS CLOSE 11.46
VOLUME 40
52-Week high 18.21
52-Week low 7.89
P/E 28.64
Mkt Cap.(Rs cr) 17
Buy Price 11.00
Buy Qty 300.00
Sell Price 12.03
Sell Qty 1312.00
OPEN 10.89
CLOSE 11.46
VOLUME 40
52-Week high 18.21
52-Week low 7.89
P/E 28.64
Mkt Cap.(Rs cr) 17
Buy Price 11.00
Buy Qty 300.00
Sell Price 12.03
Sell Qty 1312.00

Phoenix Township Ltd. (PHOENIXTOWNSHIP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 23rd Annual Report together withAudited Financial Statements of the Company for the Financial Year ended March 312016.

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

Particulars 31st March 2016 31st March 2015
Total Income 134860919 127176668
Less: Total Expenditure 103013445 99856330
Profit Before Interest Depreciation prior period Item and Tax 31847474 27320338
Less: Depreciation 20391097 18284944
Less: Interest 5087128 3524247
Less: Prior Period Items 201994 235267
Profit Before Extraordinary Items and Tax 6167255 5275880
Less: Extra-Ordinary Items - -
Profit / (Loss) Before Tax 6167225 5275880
Less: Tax Expense
(a) Current Tax 1130868 963303
(b) Deferred Tax 597042 0
Profit /(Loss) For The Year 4439346 4312578

During the year under consideration the income of your Company has increased to Rs.1348.61 Lac in the current year from Rs. 1271.77 Lac earned in the previous year. TheProfit before Tax (PBT) of the Company for the current year has increased to Rs. 61.67 Lacas against 52.76 Lac in the previous year. Similarly the Profit after Tax (PAT) for thecurrent year is Rs. 44.39 Lac as compared to Rs. 43.12 Lac earned in the previous year.

1. CHANGE IN THE NATURE OFBUSINESS

There is no change in the business activity of the Company.

2. DETAILS OF SUBSIDIARY / JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture Company or Associate Company ason March 31 2016 and any information for this purpose is not applicable to the company.

3. DIVIDEND

To conserve resources which would assist in future growth of the Company no dividendis recommended by the Board for the financial year ended March 312016.

4. RESERVES

During the year under review the company has not made any transfer to reserves.

5. DEPOSITS

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. During the year no amounts were outstanding which were classified as'Deposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies

Act 2013 is not applicable.

6. SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 280000000/- and the paid up sharecapital of the company is Rs. 216808680/-.

During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year2015-2016.

7. EXTRACTOFTHEANNUALRETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "AnnexureA".

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

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independence. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in "Annexure- B" to this Report.

10. AUDITORS AND AUDITORS'REPORT

M/s. Bhatter & Co Chartered Accountants Mumbai (Registration No. 131092W)Statutory Auditor of the Company who appointed Statutory Auditor of the Company for aperiod of three year in the 21st Annual General Meeting subject to ratification of hisappointment in every ensuing Annual General Meeting.

A certificate to the effect that their ratification will be within the prescribedlimits under Section 141 of the Companies Act 2013 has been obtained from them. Inaccordance with Section 139(1) of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 the Board on the recommendation of the Audit Committeerecommends the ratification of re-appointment of M/s. Bhatter & Co as StatutoryAuditor of the Company for the financial year 2016-17.

Auditors' Report does not contain any qualification reservation or adverse remark andisself explanatory.

11. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Kothari H. & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure C".

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Dr. Prafulla R. Hede who is liableto retire by rotation and is eligible for re-appointment has offered himself for re-appointment.

During the Financial year the following changes were made in Directors and KeyManagerial Personnel.

a) Mr. Samit P. Hede has been designated as Managing Director of the Company w.e.f01.10.2015

b) Ms. Shibani M. Harlalka has resigned as Alternate Director on 10.08.2015 and againappointed as an alternate director in place of Mr. Paul David Talbot Willcox as on09.02.2016.

c) Mr. Ram S. Tameja an Independent Director of the Company who has ceased as Directorof the Company on 06.08.2015 due to his death.

d) Ms. Dipika Agrawal has been appointed as Company Secretary & Compliance Officerof the Company as on 01.03.2016 in place Mr. Puspraj R. Pandey who has been resigned fromhis office as on 14.10.2015.

B) Declaration by an Independent Director(s) and reappointment if any

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6)ofthe Companies Act 2013 and Chapter IV ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and Chapter IV of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performanceas also of the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

D) Meetings of the Board of Directors

The Company held a minimum of one Board meeting in every quarter. The details of theMeeting held during the financial year are given in the Corporate Governance Report.

13. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead 'Audit Committee' for matters relating to constitution meetings and functions ofthe Committee.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FORDIRECTORS AND EMPLOYEES

The Company has a vigil mechanism to deal with instance of fraud and / ormismanagement if any. The details of the Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company.

15. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is inexistence in accordance with theprovisions of sub section (3) of Section 178. Kindly refer section on CorporateGovernance under the head 'Nomination & Remuneration Committee' for matters relatingto constitution meetings functions of the Committee and the remuneration policyformulated by this Committee. The Brief of the Company's Policy on appointment andremuneration of Directors and Key Managerial Personnel under Section 178(3) of theCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 is attached as in Annexure D to this report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company

17. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Company's business and has become anintegral part of its decision making process while considering social economic andenvironmental dimensions.

18. BUSINESSRISKMANAGEMENT

Your Company has a robust Risk Management policy. The Company through a SteeringCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.

The details of Risk Management as practiced by the Company are provided as part ofManagement Discussion and Analysis Report which is a part of this Report.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on Company's websiteatwww.hbgindia.com.

The Policy intends to ensure that proper reporting; approval and disclosure processesare in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions were enteredduring the year by your Company therefore the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is not beenfurnished.

21. PARTICULARS OF EMPLOYEES

The information required under Section 197( 12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part ofthis Report.

The above information is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid information is also available forinspection by Members at the Registered Office of the Company 21 days before the 23rdAnnual General Meeting and upto the date of the Annual General Meeting during the businesshours on working days.

22. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE

Certificate from the Auditors of the Company M/s. Bhatter& Co CharteredAccountants confirming compliance with the conditions of Corporate Governance asstipulated under Chapter IV of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

23. POLICIES:

All the policies are available on the website of the Company i.e. www.hbgindia.com

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulated inChapter IV of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (C) ofthe CompaniesAct 2013:

(a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies as (mentioned in the Notes to the financialstatements) have been selected and applied consistently and judgements and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 312016 and of the Profit / loss of the Company forthe year ended on that date;

(c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

26. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

b. Your Directors further state that during the year underreview there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace Prevention Prohibition andRedressal) Act 2013.

c. There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.

27. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the co-operation andsupport received from customers financial institutions Banks regulatory authoritiescustomers and members and the society at large. The Directors also thank Governments ofvarious countries Government of India Government of Goa Government of Maharashtraandconcerned Government Departments/ Agencies for their co-operation. Deep sense ofappreciation is also recorded for the dedicated efforts and contribution of the employeesof the company at all levels as without their focus commitment and hard work theCompany's consistent growth would not have been possible despite the challengingenvironment.

Place: Mumbai For and on behalf of the Board of Directors
Date: 21 st May 2016 Phoenix Township Limited
Registered Office: Sd/-
Durga Bhavan Dr. Prafulla R. Hede
Hede Centre Tonca Chairman
Panaji Goa - 403001. (DIN:00651441)
Place: Mumbai
Date: May 21 2016