Your Directors have pleasure in presenting their 24th Annual Report together withAudited Financial Statements of the Company for the Financial Year ended March 312017.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
|Particulars ||31st March 2017 ||31st March 2016 |
|Total Income ||149043455 ||134860919 |
|Less: Total Expenditure ||117164365 ||103013445 |
|Profit Before Interest Depreciation prior period Item and Tax ||31879090 ||31847474 |
|Less: Depreciation ||18904501 ||20391097 |
|Less: Interest ||5263220 ||5087128 |
|Less: Prior Period Items ||35776 ||201994 |
|Profit Before Extraordinary Items and Tax ||7675593 ||6167255 |
|Less: Extra-Ordinary Items ||- ||- |
|Profit / (Loss) Before Tax ||7675593 ||6167225 |
|Less: Tax Expense || || |
|(a) Current Tax ||1782063 ||1130868 |
|(b) Deferred Tax ||723789 ||597042 |
|Profit /(Loss) ForTheYear ||5169741 ||4439346 |
During the year under consideration the income of your Company has increased to Rs.1490.43 Lac in the current year from Rs. 1348.61 Lac earned in the previous year. TheProfit before Tax (PBT) of the Company for the current year has increased to Rs. 76.75 Lacas against 61.67 Lac in the previous year. Similarly the Profit after Tax (PAT) for thecurrent year is Rs. 51.67 Lac as compared to Rs. 44.39 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 2017 and any information for this purpose is not applicable to the company.
To conserve resources which would assist in future growth of the Company no dividendis recommended by the Board for the financial year ended March 312017.
During the year under review the company has not made any transfer to reserves.
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 year 2016-2017.
7. EXTRACT OFTHE ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 is annexedherewith as " Annexure A".
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.l31092W) who hadbeen appointed as Statutory Auditor of the Company for a period of three year at the 21stAnnual General Meeting and their term of office will come to an end in the ensuing AnnualGeneral
Meeting Hence the Board of the Company need to appoint another Auditor to act as aStatutory Auditor of the Company in place of M/s. Bhatter & Co. Accordingly the Boardof the Company with the consent of the Audit Committee has recommended to appoint M/s.Chaturvedi Sohan & Co. Chartered Accountants (having ICAI Registration No: 118424W)to act as Statutory Auditor of the Company for a period 5 years commencing from theconclusion of 24thAnnual General Meeting up to the conclusion of Annual GeneralMeeting to be held in the calendar year 2022 subject to approval of members of theCompany in the ensuing Annual General Meeting and further ratification of theirappointment in every subsequent Annual General Meeting.
An eligibility certificate as to their appointment stating that their appointment iswell within the prescribed limits under Section 141 of the Companies Act 2013 has beenobtained from them along with the consent to act as Statutory Auditor of the Company inaccordance with Section 139(1) of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014.
Auditors' Report issued by M/s. Bhatter & Co. Statutory Auditor of the Companydoes not contain any qualification reservation or adverse remark and is self 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 "AnnexureC".
12. DIRECTORS & KEY MANAGERIAL
A) Changes in Directors and Key Managerial Personnel
During the Financial year the there are no changes in the Board of the Companyalthough Mr. Sourabh Kothari had been appointed as Company Secretary & ComplianceOfficer of the Company as on 01.03.2017 in place Ms. Dipika Agrawal who has resigned fromher office as on 01.10.2016.
B) Declaration by an Independent Director(s) and re
appointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Chapter IVof the 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 FOR DIRECTORSAND 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 in existence in accordance with theprovisions of sub-section (3) of Section 178. Kindly refer to section on CorporateGovernance under the head Nomination & Remuneration
Committee' for matters relating to constitution meetings functions of the Committeeand the remuneration policy formulated by this Committee. The Brief of the Company'sPolicy on appointment and remuneration of Directors and Key Managerial Personnel underSection 178(3) of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is attached as 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.
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 website atwww.hbgindia.com . The Policy intends to ensure that proper reporting; approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.
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 theCompanies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as AnnexureE.
During the financial year 2015-16 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
22. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE
Certificate from the Auditors ofthe 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.
All the policies are available on the website of the Company i.e. www.hb gindia. 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 Companies Act 2013:
(a) that in the preparation of the annual financial statements for the year ended March31 2017 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 312017 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.
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 Work place (Prevention Prohibition and Redressal) Act2013.
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.
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 Maharashtra andconcerned 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: 26th May 2017 ||Phoenix Township Limited |
|Registered Office: || |
|Durga Bhavan ||Sd/- |
|Hede Centre Tonca ||Dr. Prafulla R. Hede |
|Panaji Goa - 403001. ||Chairman |
| ||(DIN: 00651441) |