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Phoenix International Ltd.

BSE: 526481 Sector: Others
NSE: PHOENXINTL ISIN Code: INE245B01011
BSE 00:00 | 21 Mar 20.69 0.15
(0.73%)
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20.52

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21.10

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NSE 05:30 | 01 Jan Phoenix International Ltd
OPEN 20.52
PREVIOUS CLOSE 20.54
VOLUME 1105
52-Week high 34.20
52-Week low 20.31
P/E 14.37
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.52
CLOSE 20.54
VOLUME 1105
52-Week high 34.20
52-Week low 20.31
P/E 14.37
Mkt Cap.(Rs cr) 35
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Phoenix International Ltd. (PHOENXINTL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 35th Annual Report on the business andoperations of the Company along with the Audited Accounts for the Financial Year endedMarch 31 2022.

1. Financial summary or highlights/Performance of the Company

The Standalone & Consolidated Financial Statements of your Company for theFinancial Year ended March 31 2022 are prepared in compliance with the applicableprovisions of the Companies Act 2013 ("the Act") Indian Accounting Standards("Ind AS") and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ["SEBI (LODR) Regulations"].

(Amount Rs. in/Lacs)
Particulars

Standalone

Consolidated

Year Ended 31.03.2022 Year Ended 31.03.2021 Year Ended 31.03.2022 Year Ended 31.03.2021
Sales & Other Income 2710.56 2521.20 2710.56 2521.72
Profit / (Loss) before Depreciation 525.82 617.40 510.83 599.05
Less Depreciation 396.29 353.02 396.29 353.02
Profit/(Loss) after Depreciation but before Extra Ordinary Items 129.53 264.38 114.54 246.03
Add: Extra Ordinary Items - - - -
Profit/ (Loss) after Extra Ordinary Items - but before Tax 129.53 264.38 114.54 246.03
Less: Provision for Income Tax/ Deferred Tax Liability (77.35) 165.00 (77.35) 165.00
Profit / (Loss) After Tax 206.88 99.38 191.89 81.03

2. Dividend

In the view of the future requirements of the funds of the company. Your directors donot recommend any dividend for the year ended March 31 2022.

3. Reserves

During the year under review the Company has not transferred any amount to GeneralReserve.

4. Brief description of the Company's working during the year/State of Company's affair

During the year under review that On Standalone basis revenue from operations of thecompany has increased from Rs 2418.35 lacs in the previous financial year to Rs 2697.17lacs in the current financial year. Profit after tax for the year was Rs. 206.88 lacs ascompared to Rs 99.38 lacs in previous financial year.

On Consolidated basis: Revenue from operations of the company has increased from Rs2418.35 lacs in the previous financial year to Rs 2697.17 lacs in the current financialyear. Profit after tax for the year was Rs. 191.89 lacs as compared to Rs 81.03 in theprevious financial year.

5. Change in the nature of business if any.

During the year under review there was no change in the nature of business of theCompany.

6. Related Party Transactions.

In Compliance with the provisions of Sections 177 and 188 of The Companies Act 2013and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations your Companyhave taken necessary prior approval of the Audit Committee before entering into relatedparty transactions. All contracts / arrangements / transactions entered into by theCompany during the Financial Year 2021-22 with related parties as defined under TheCompanies Act and SEBI (LODR) Regulations were in the ordinary course of business and onarm's length basis.

During the year under review your Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with theinterest of the Company rather these were synchronized and synergized with the Company'soperations.

Attention of Members is drawn to the disclosure of transactions with the relatedparties set out in Note No. 33 of the Standalone Financial Statements forming part of theAnnual Report.

All transactions which were entered into during the Financial Year 2021-22 were onarm's length basis and in the ordinary course of business. The details of suchtransactions are given in The Form AOC-2 pursuant to Section 134(3) (h) of the CompaniesAct 2013 read with Rule 8(2) of the Companies Account) Rules2014 as set out asAnnexure-2 to this report

7. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

There are no material changes and commitments which have occurred between the end ofthe financial year of the company to which the financial statement relates and the date ofthe report which may affect the financial position of the company.

8. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future.

There were no significant and material orders passed by any Regulators or Courts orTribunals which may impact the going concern status and company operation in future.

9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The company has identified and documented all key financial controls which impact thefinancial statements as part of its standing operating procedures (SOPs). The SOPs aredesigned for all critical processes across office where financial transactions areundertaken. The SOPs cover the standard processes risks key controls and each process isidentified to process owner. The financial controls are tested for effectiveness throughmanagement ongoing monitoring and review and independently by the internal audit. In ourview the internal financial controls effecting financial statements are adequate andoperating effectively.

10. Details of Subsidiary Companies.

Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries' companies.There are no associate companies or joint venture companies as per the Companies Act2013.

11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.

Your company have two subsidiaries company. Further the company do not have anyassociate company.

A statement containing the salient features of the financial statements of thesubsidiary companies is attached herewith as ANNEXURE-1 forming part of this report.

12. Deposits

The Company has neither invited nor accepted any deposits from the public falling inthe ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules 2014during the period under review. Accordingly no disclosures are required in this regard bythe Company.

13. Auditors and Auditors Report

I. Statutory Auditor: -

M/s. Pradip Bhradwaj & Co. Chartered Accountants (Firm Registration No. 013697C)were appointed as Statutory Auditors of the Company at the 25th Annual GeneralMeeting (‘AGM') for a term of 5 (five) consecutive years and they hold office uptothe conclusion of ensuing of the 30th AGM of the company. Thereafter at the 30thAnnual General Meeting of the company they were re-appointed for the term of another (5)five year and to hold office upto the conclusion of the ensuing Annual General Meeting ofthe company.

Due to retirement of M/s. Pradip Bhradwaj & Co. Chartered Accountants (FirmRegistration No. 013697C) at the conclusion of ensuing AGM upon completion of their 2ndterm of 5 (five) years the company is required to appoint a new auditor.

Your Board of Directors on the recommendation of the audit committee have proposed theprofile of M/s. P M P K & Co Chartered Accountants Delhi Chartered Accountants(Firm Registration Number 019681N) as Statutory Auditors of the Company for a term of upto5 (five) consecutive years and to hold office from the conclusion of this AGM till theconclusion of 40th (Fortieth) AGM of the Company to be held in the year 2027. Aresolution seeking their appointment is proposed in the notice calling the Ensuing AnnualGeneral Meeting.

Further the Auditors' Report "with an unmodified opinion" given by theStatutory Auditors on the financial statements of the Company for financial year 2021-22is disclosed in the financial statements forming part of this Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer given by the StatutoryAuditor in their Report for the year under review and the same are selfexplanatory and donot call for any further comments.

II. Secretarial Auditor: -

Pursuant to the provisions of Section 204 of the Act M/s. Indu Sisodia & CoCompany Secretaries were appointed as the Secretarial Auditor of the Company to conductsecretarial audit of the board processes for the year under review.

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexedas Annexure 7 to this Report. There has been no qualification reservation adverse remarkor disclaimer given by the Secretarial Auditor in his Report for the year under review.

III. Cost Auditor

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules2014 Cost Audit is not applicable on the Company for the Financial Year 2021-22.

14. Confirmation on Nil Fraud Misfeasance or any Irregularity in the Company.

As required under Section 143(12) of Companies Act 2013 we wish to report that duringthe year there is no reported case of fraud misfeasance or any other irregularity in theCompany.

15. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

As the Company has not issued any Employee Stock Options during the year under reviewhence there is nothing to disclose as required under Rule 12 (9) of the Companies (ShareCapital and Debentures) Rules 2014.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

As the Company has not made provision of money for purchase of its own shares byEmployee or by trustee for the benefit of employees during the year under review hencethere is nothing required to disclose the details as required under rule 16 (4) ofCompanies (Share Capital and Debentures) Rules 2014

D) Listing of Shares

The Equity Shares of the Company is listed with BSE Limited.

16. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies(Management and Administration) Rules 2014 the Annual Return of the company (Form MGT-7)is available on the website of the Company i.e. www.phoenixindia.com .

17. Conservation of energy technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given in the'Annexure-3 which is annexed hereto and forms a part of the Boards' Report.

Foreign exchange earnings and Outgo:

Description Value in Rs.
Earning in foreign Currency/Export Sales NIL
Remittance in foreign currency-material & others including travelling 6.95cores

18. Board of Directors ("Board")

(i) Number of meetings

The Board met 4 times during the year under review. The details of such meetings aredisclosed in the Corporate Governance Report forming part of this Annual Report. Themaximum gap between any two consecutive meetings was less than 120 (one hundred andtwenty) days as stipulated under Section 173(1) of the Act and Regulation 17(2) ofthe SEBI (LODR) Regulations 2015 and the Secretarial Standards issued by Institute ofCompany Secretaries of India

(ii) Appointment/Re-Appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act 2013 and provision ofthe Articles of Association of the Company Mr. Paruvatharayil Mathai Alexander(DIN-00050022) Director of the Company is liable to retire by rotation and being eligibleoffers himself for reappointment. The disclosures required pursuant to Regulation 36 ofthe SEBI (LODR) Regulations 2015 are given in the Notice of the AGM forming part of theAnnual Report. Attention of the Members is invited to the relevant items in the Notice ofthe AGM and the Explanatory Statement thereto.

(iii) Independent Directors

Shri Jitender Pancharia was appointed by the Board as an Additional (Independent)Director with effect from November 11 2021 in terms of provisions of Section 161 of theCompanies Act 2013 rules made thereunder.

As per the provisions contained under Section 161 of the Companies Act 2013 the"Additional Director" so appointed shall hold office upto the date of the nextAnnual General Meeting or the last date on which the Annual General Meeting should havebeen held whichever is earlier.

Accordingly the board of directors on the recommendation of the Nomination andRemuneration Committee propose a resolution seeking approval of members through specialresolution for the appointment of Mr. Jitender Pancharia as an Independent Director ofthe company in the notice calling the ensuing Annual General Meeting of the Company.

(iv) Declaration of independence

The Company has received necessary declaration from each Independent Director of theCompany stating that they meet the criteria of independence as provided in Section 149(6)of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015. Based on thedeclarations received from the Directors the Board confirms that the IndependentDirectors fulfill the conditions as specified under Schedule V of the SEBI (LODR)Regulations 2015 and are independent of the management. Independent Director have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of the SEBI (LODR) Regulations 2015.

(v) Board evaluation

The Company has devised a framework for performance evaluation of Board its committeesand individual directors in terms of the provisions of the Act the SEBI (LODR)Regulations 2015 and the Nomination Policy of the Company.

During the year under review the Board carried out the evaluation of its ownperformance and that of its committees and the individual directors. The performanceevaluation of Non-Independent Directors and the Board as a whole was carried out by theIndependent Directors.

The evaluation process consisted of structured questionnaires covering various aspectsof the functioning of the Board and its committees such as composition experience andcompetencies performance of specific duties and obligations governance issues etc. TheBoard also carried out the evaluation of the performance of Individual Directors based oncriteria such as contribution of the director at the meetings strategic perspective orinputs regarding the growth and performance of the Company etc.

Further pursuant to the applicable provisions of the Act the performance evaluationcriteria for the Independent Directors are disclosed in the Corporate Governance Reportforming part of this Annual Report.

19. Key Managerial Personnel

The following Directors/Executives continued as KMPs of the Company during Fiscal 2022:

• Mr. Narender Kumar Makkar Company Secretary

• Mr. Korde Tushar Deepak Chief Executive Officer

• Mr. Narender Kumar Makkar Chief Finance Officer

20. Committees of the Board

(i) Audit Committee

Your Company has a duly constituted audit committee with its composition quorumpowers role and scope in accordance with Section 177 of the Act and Regulation 18 of theSEBI (LODR) Regulations 2015. Details regarding the composition of the Audit Committeealong with the dates of meeting and the Terms of Reference of the Committee is disclosedin the Corporate Governance Report forming part of this Annual Report.

For the year under review all the recommendations made by the Audit Committee to theBoard were duly accepted by the Board. The Board has on recommendation of its auditcommittee duly adopted a Vigil Mechanism/ Whistle Blower Policy and the details of whichare provided in the Corporate Governance Report forming part of this Annual Report.Adequate safeguards are provided against victimization to those who avail of the mechanismand direct access to the Chairperson of the audit committee is provided to them.

(ii) Nomination and Remuneration Committee ("NRC")

Your Company has a duly constituted NRC with its composition quorum powers role andscope in accordance with Section 178 of the Act and Regulation 19 of the SEBI (LODR)Regulations 2015. Details regarding the composition of the NRC along-with the dates ofmeeting and the terms of reference of the committee are disclosed in the CorporateGovernance Report forming part of this Annual Report. Nomination Policy and ExecutiveRemuneration Policy/ Philosophy: -In terms of Section 178 of the Act and Regulation 19 ofthe SEBI (LODR) Regulations 2015 the Board of your Company had on recommendation of theNRC adopted a Nomination Policy which inter alia enumerates the Company's policy onappointment of directors KMP and senior management. Further the Board has onrecommendation of NRC also adopted a policy entailing Executive Remuneration Philosophywhich covers remuneration philosophy covering the directors KMP senior management andother employees of the Company.

Salient features of the aforesaid policies are as under:

(a) Nomination Policy: The Nomination Policy is enacted mainly to deal with thefollowing matters falling within the scope of the NRC:

• To institute processes which enable the identification of individuals who arequalified to become directors and who may be appointed as key managerial personnel and/orin senior management and recommend to the Board of Directors their appointment and removalfrom time to time;

• To devise a policy on board diversity;

• To review and implement the succession and development plans for managingdirector executive directors and officers forming part of senior management;

• To formulate the criteria for determining qualifications positive attributesand independence of directors;

• To establish evaluation criteria of board its committees and each director.

(iii) Risk Management Committee ("RMC")

Your Company has a duly constituted RMC which is inter alia entrusted with theresponsibility of monitoring and reviewing the risk management plan and the cyber securityof the Company and such other functions as may be delegated by the Board from time totime.

The composition quorum powers role and scope of the RMC are in accordance with theapplicable provisions of the Act and Regulation 21 of the SEBI (LODR) Regulations 2015.Details regarding the composition of the RMC along with the dates of meeting and the termsof reference of the committee

are disclosed in the Corporate Governance Report forming part of this Annual Report.Mr. Paruvatharayil Mathai Alexander Director of the Company is also the Chief RiskOfficer of your Company.

• Risk Management Policy

Your Company has framed and implemented a Risk Management Policy in terms of theprovisions of Regulation 17 of the SEBI (LODR) Regulations 2015 for the assessment andminimization of risk including identification therein of elements of risk if any whichmay threaten the existence of the Company.

The policy is reviewed periodically by the RMC along with the key risks and relatedmitigation plans.

More details on risks and threats have been disclosed hereinabove as part of theManagement Discussion and Analysis.

Further in view of the ever-increasing size and complexity of the business operationsyour Company is exposed to various risks emanating from frauds. Accordingly the Boardhas on recommendation of the Audit Committee also adopted an Anti-Fraud Policy and aWhistle Blower Policy to put in place a system for detecting and/or preventing and/ordeterring and/or controlling the occurrence of frauds.

(iv) Corporate Social Responsibility Committee ("CSR committee")

The provisions of the Section 135 of The Companies Act 2013 are not applicable on yourcompany.

(v) Stakeholders Relationship Committee ("SRC")

Your Company has a duly constituted SRC with its composition quorum powers role andscope in accordance with in accordance with Section 178 of the Act and Regulation 20 ofthe SEBI (LODR) Regulations 2015. Details regarding the composition quorum powers roleand scope of the SRC along with the dates of meeting are disclosed in the CorporateGovernance Report forming part of this Annual Report.

The Committee specifically looks into interest of shareholders debenture holders andother security holders. It periodically reviews the status of shareholder grievances andredressal of the same.

Mr. Jitender Kumar Panchria Independent Director of the Company is responsible forthe redressal of grievances of the shareholders debenture holders and other securityholders.

21. Number of meetings of the Board of Directors

The Board of your Company met 4 times during the financial year ended 31.03.2022 thedetails of which are given in the Corporate Governance Report that forms the part of thisAnnual Report.

22. Particulars of loans guarantees or investments under section 186

The details of Loans Guarantees or Investments made by the company during the yearare in compliance with the Section 186 of The Companies Act 2013.

Further the details of the loan guarantee and Investment are given in theaccompanying financial statements of the company and are not specifically mentioned herefor the sake of brevity.

23. PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration of more thanRs.120 lakhs during the year or Rs.8.50 lakhs per month during any part of the said year.Accordingly disclosure as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andsame is not applicable to the Company. However disclosure is given under the Annexure-5forming part of this report.

24. Corporate Governance

A separate section on Corporate Governance forming part of the Board' Report along withthe Certificate from the Auditors of the Company confirming compliance of CorporateGovernance norms as stipulated in Regulation 34 of the SEBI (LODR) Regulations 2015 isincluded in the Annual Report

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013.

Under the said Act every company is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

26. Listing

The Equity Shares of the Company are listed on the BSE Limited. This stock exchangeshave nation-wide trading terminals. Annual listing fee for the Financial Year 2022-23 hasbeen paid to the BSE Limited.

27. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board to the best of their knowledge andability confirm that:

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

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Phoenix International Limited
SD/- SD/-
Place: New Delhi (Narender Kumar Makkar) (Paruvatharayil Mathai Alexander)
Date: 13/08/2022 Director Chairman
(DIN-00026857) (DIN-00050022)

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