Your Directors have pleasure in presenting their 33rd Annual Report on thebusiness and operations of the Company along with the Audited Accounts for the FinancialYear ended March 31 2019.
We draw attention to the financial results with related to COVID19 that has causedsignificant disruptions in the business operations of companies across India and hascaused significant accounting and auditing challenges. One such challenge being inabilityfor the Company to verify inventories physically since Government imposed restrictionsduring the lockdown on account of health travel and safety concerns. The extent to whichthe COVID-19 pandemic will impact the Company's assets and future results will depend onthe future developments which are highly uncertain. Hence the impact of the pandemic maybe different from that estimated as at the date of approval of these financial results.
1. Financial summary or highlights/Performance of the Company
(Amount in Rs/Lacs)
|Particulars || |
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Sales & Other Income ||4632.56 ||4548.67 ||4636.61 ||4548.97 |
|Profit / (Loss) before Depreciation ||807.21 ||722.10 ||795.65 ||701.96 |
|Less Depreciation ||354.15 ||352.53 ||354.48 ||352.53 |
|Profit/(Loss) after Depreciation but before Extra Ordinary Items ||453.06 ||369.57 ||441.17 ||349.43 |
|Add: Extra Ordinary Items ||- ||- ||- ||- |
|Profit / (Loss) after Extra Ordinary Items - but before T ax ||453.06 ||369.57 ||441.17 ||349.13 |
|Less: Provision for Income Tax/ Deferred Tax Liability ||2.84 ||44.29 ||132.96 ||44.29 |
|Profit / (Loss) After T ax ||450.22 ||325.28 ||308.21 ||305.14 |
To implement the plans and to expand the business activities your Directors do notrecommend any dividend for the financial year ended March 31 2020.
The Board has not proposed any amount to carry to any reserves
On Standalone basis revenue from operations for FY 2019-20 were Rs. 46.33Crore ascompared to Rs. 45.49 Crore in FY 2018-19.Profit after tax for the year was Rs. 450.22lacsas compared to Rs 325.28 lacs in FY 2018-19
5. Brief description of the Company's working during the year/State of Company's affair
The division wise working details are as under
|Sr. No. Particular ||Rental Figures in Lakh ||Shoes Figures In Lakhs |
|1 Sales ||1975.48 ||2322.65 |
|2. Profit ||541.05 ||(242.52) |
6. Change in the nature of business if any
There were no changes in the nature of business of the Company.
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 relate 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.
Consolidated Financial Statements
As required under the SEBI Listing Regulations consolidated financial statements ofthe Company and its subsidiaries prepared in accordance with Accounting Standard 21issued by the Institute of Chartered Accountants of India form part of the Annual Reportand are reflected in the consolidated financial statements of the Company. Pursuant toSection 129(3) of the Act a statement containing the salient features of the financialstatements of the subsidiary companies are attached to the financial statements informsAOC-1. (Annexure-1) The Company will make available the said financial statements andrelated detailed information of the subsidiary companies upon the request by any member ofthe Company or its subsidiary companies. These financial statements will also be kept openfor inspection by any member at the Registered Office of the Company. and the subsidiarycompanies. Pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.
11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.
The performance and financial position of the two subsidiaries company are as under.
|Performance ||Phoenix Cement Limited * ||Phoenix Industries Limited |
|Income ||- ||404237 |
|Expenditure ||(346265) ||(1328454) |
|Net Profit / (Loss) ||(346265) ||(924217) |
|Financial Position || || |
|Share Capital ||829535700 ||94323000 |
|General Reserve ||(558128647) ||(228765355) |
^Figures are taken on consolidated Basis
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
1. Statutory Auditor:-
The Statutory Auditor M/s. Pradip Bhardwaj & Co Chartered Accountant (ICAI FirmRegistration No. 013697C) New Delhi were appointed for period of 5 years at the AnnualGeneral Meeting held on 28.09.2017 till the conclusion of 35the Annual General Meeting.
Further the Auditors' Report "with an unmodified opinion" given by theStatutory Auditors on the financial statements of the Company for financial year 2019-20is 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.
The notes to the financial statements are self-explanatory and do not call for anyfurther comments
2. Secretarial Auditor:-
Pursuant to the provisions of Section 204 of the Act M/s. Shalu Singhal & 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.
14. 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
E) Listing of Shares
The Equity Shares of the Company is listed with BSE Limited. The Delhi Stock Exchangehas been de-recognized.
15. Extract of the Annual Return
Pursuant to MCA Notification dated 28.08.2020 the Form No. MGT.9 has not been attachedas an extract of the annual return with the Board's report as the same is available incompany website www.phoenixindia.com the web link of such annual return in accordance withsub-section (3) of section 92 of the Companies Act 2013."
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo
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 theAnnexure-3 which is annexed hereto and forms a part of the Boards' Report Foreignexchange earnings and Outgo'
|Description ||Value in Rs. |
|Earning in foreign Currency/Export Sales ||NIL |
|Remittance in foreign currency - material & others including travelling || |
17. Board of Directors ("Board")
(i) Number of meetings
The Board met 5 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) of theSEBI Listing Regulations and the Secretarial Standards issued by Institute of CompanySecretaries of India
(ii) 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. Paruvathrayil 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 ofSEBI Listing Regulations are given in the Notice of the AGM forming part of the AnnualReport. Attention of the Members is invited to the relevant items in the Notice of the AGMand the Explanatory Statement thereto.
(iii) Independent Directors
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs Pushpa Joshi Independent Non Executive Director of the Company appointed asDirector on 13.11.2019 ceases to be a Director in ensuing 33rd Annual GeneralMeeting and being eligible she has offered himself for re-appointment.
Resolution seeking her re-appointment alongwith her profile as required underRegulation 36(3) of SEBI Listing Regulations forms part of the Notice of 33rdAnnual General Meeting.
(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 Listing Regulations. Based on thedeclarations received from the Directors the Board confirms that the IndependentDirectors fulfill the conditions as specified under Schedule V of the Listing Regulationsand are independent of the management. Independent Director have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation 16 of the SEBI Listing Regulations..
(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 SEBI Listing Regulationsand 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
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.
18. Key Managerial Personnel
The following Directors/Executives continued as KMPs of the Company during Fiscal 2020:
Mr. Narender Kumar Makkar Company Secretary
Mr. Korde Tushar Deepak Chief Executive Officer
Mr. Gopal Krishna Mishra Chief Finance Officer
19. 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 Listing Regulations. Details regarding the composition of the Audit Committeealongwith 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 audit committee duly adopted a VigilMechanism/ Whistle Blower Policy and the details of which are provided in the CorporateGovernance Report forming part of this Annual Report. Adequate safeguards are providedagainst victimisation to those who avail of the mechanism and direct access to theChairperson of the audit committee is provided to them. The details of establishment ofvigil mechanism is also available on the website of the Company i.e. www.phoenixindia.com
(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 ListingRegulations. Details regarding the composition of the NRC alongwith the dates of meetingand the terms of reference of the committee are disclosed in the Corporate GovernanceReport forming part of this Annual Report.
Nomination Policy and Executive Remuneration Policy/Philosophy:-In terms of Section 178of the Act and Regulation 19 of the SEBI Listing Regulations the Board of your Companyhad on recommendation of the NRC adopted a Nomination Policy which inter aliaenumerates the Company's policy on appointment of directors KMP and senior management.Further the Board has on recommendation of NRC also adopted a policy entailingExecutive Remuneration Philosophy which covers remuneration philosophy covering thedirectors KMP senior management and other 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 the following matters fallingwithin 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 and Sustainability Committee ("RMSC")
Your Company has a duly constituted RMSC 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.
On March 11 2020 the Risk Management Committee of the Board of Directors was renamedas the Risk Management and Sustainability Committee' to reflect its scope moreaccurately.
The composition quorum powers role and scope of the RMSC are in accordance with theapplicable provisions of the Act and Regulation 21 of the SEBI Listing Regulations.Details regarding the composition of the RMSC alongwith the dates of meeting and the termsof reference of the committee are disclosed in the Corporate Governance Report formingpart of this Annual Report. Mr. Paruvatharayil Mathai Alexander Director of the Companyis also the Chief Risk Officer 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 Listing Regulations for the assessment andminimisation 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 RMSC alongwith 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 andcomplexity of the business operations your Company is exposed to various risks emanatingfrom frauds. Accordingly the Board has on recommendation of the Audit Committee alsoadopted an Anti-
Fraud Policy and a Whistle Blower Policy to put in place a system for detectingand/or preventing and/or deterring and/or controlling the occurrence of frauds.
(iv) Corporate Social Responsibility Committee ("CSR committee")
Your Company has a duly constituted CSR committee with its composition quorumpowers role and scope in accordance with Section 135 of the Act. Details regarding thecomposition of the CSR committee alongwith the dates of meeting and the terms of referenceof the committee are disclosed in the Corporate Governance Report forming part of thisAnnual Report. Corporate Social Responsibility Policy ("CSR Policy")
The Board has pursuant to the recommendation of the CSR Committee with a vision"to actively contribute to the social and economic development of the communities inwhich your Company operates and in doing so build a better sustainable way of life forthe weaker Sections of society and raise the country's human development index"adopted a CSR Policy.
The scope of the CSR Policy is as under:
i. Planning Project or programmes which the Company plans to undertake falling withinthe purview of Schedule VII of the Act;
ii. Monitoring process of such project or programmes.
The CSR Policy of the Company inter alia includes the process to be implemented withrespect to the identification of projects and philosophy of the Company alongwith keyendeavours and goals
(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 Listing Regulations. Details regarding the composition quorum powers role andscope of the SRC alongwith the dates of meeting are disclosed in the Corporate GovernanceReport 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.
20. Number of meetings of the Board of Directors
The Board of your Company met 5 times during the financial year ended 31.03.2020 thedetails of which are given in the Corporate Governance Report that forms the part of thisAnnual Report.
21. Particulars of loans guarantees or investments under section 186
The details of Loans Guarantees or Investments made under Section 186 of the Actduring the year are given below:
|Description ||Phoenix Cement Limited ||Phoenix Industries Limited |
|Advance Revocable ||187.24 ||2294.08 |
|Investment in Shares ||41953510 (Nos) ||8432300 (Nos) |
| ||1308.47 ||2290.03 |
|Other Advance ||- ||- |
22. Particulars of contracts or arrangements with related parties:
All Related Party Transactions that were entered into during the year were on an arm'slength basis and were in the ordinary course of business. There are no materiallysignificant Related Party Transactions made by the Company with promoters directors KeyManagerial Personnel or other designated persons which may have an potential conflict withthe interest of the Company at large. None of the Directors has any pecuniaryrelationships or transactions vis-a-vis the Company. The policy on dealing with theRelated Party Transactions intends to ensure that proper reporting approval anddisclosure process are in place for all transactions between the company and RelatedParties. This policy specifically deals with the review and approval of Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related party Transactions are placedbefore the Audit Committee for review and approval. Prior omnibus approval is obtained forRelated Party Transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length.
The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies Account) Rules2014 is set out as Annexure-2 to this report
23. PARTICULARS OF EMPLOYEES
The information on employees who were in receipt of remuneration of not less than Rs.60lakhs during the year or Rs.5 lakhs per month during any part of the said year as requiredunder Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not provided as the same is notapplicable to the Company. Disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with rule 5(1)of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are Annexed to the report asAnnexure-5
24. 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
b) explanation relating to material departures;
c) 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;
d) 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
f) the directors had prepared the annual accounts on a going concern basis; and
g) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
h) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such
i) systems were adequate and operating effectively.
25. Certificate from Company Secretary in Practice
A certificate from a company secretary in practice has been obtained that none of thedirectors on the board of the company have been debarred or disqualified from beingappointed or continuing as directors of companies by the Board/Ministry of CorporateAffairs or any such statutory authority.
26. Certificate on Corporate Governance Report
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 Listing Regulations isincluded in the Annual Report (ANNEXURE-8)
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: 01/09/2020 ||Director ||Chairman |
| ||(DIN-00026857) ||(DIN-00050022) |