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Phoenix International Ltd.

BSE: 526481 Sector: Others
NSE: PHOENXINTL ISIN Code: INE245B01011
BSE 16:01 | 19 Jun 26.95 0.50
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NSE 05:30 | 01 Jan Phoenix International Ltd
OPEN 26.95
PREVIOUS CLOSE 26.45
VOLUME 16252
52-Week high 26.95
52-Week low 8.89
P/E 23.85
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.95
CLOSE 26.45
VOLUME 16252
52-Week high 26.95
52-Week low 8.89
P/E 23.85
Mkt Cap.(Rs cr) 45
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

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on the business andoperations of the Company along with the audited accounts for the Financial Year endedMarch 31 2017.

1. Financial summary or highlights/Performance of the Company

Particulars Standalone Consolidated
Year Ended Year Ended Year Ended Year Ended
31.03.2017 31.03.2016 31.03.2017 31.03.2016
Sales & Other Income 424108539 382580042 424108539 382671272
Profit / (Loss) before Depreciation 29019598 25598524 27893759 24591894
Less Depreciation 6551941 6603474 6551941 7389440
Profit / (Loss) after Depreciation but before Extra Ordinary 22467657 18995050 21341818 17202454
Items
Add: Extra Ordinary Items - - - -
Profit / (Loss) after Extra Ordinary Items but before Tax 22467657 18995050 21341818 17202454
Less: Provision for Income Tax/ Deferred Tax Liability 7690180 9263199 7690180 9263199
Profit / (Loss) After Tax 14777477 9731851 13651638 7939255

2. Dividend

To implement the plans and to expand the business activities your Directors do notrecommend any dividend for the financial year ended March 31 2017.

3. Reserves

The Board has not proposed any amount to carry to any reserves

4. Performance

On Standalone basis revenue from operations for FY 2016-17 were Rs. 42.41 Crore ascompared to Rs.38.25 Crore in FY 2015-16. Profit after tax for the year was Rs.147.77 lacsas compared to Rs. 97.31 lacs in FY 2015-16

5. Brief description of the Company's working during the year/State of Company'saffair

The division wise working details are as under

Particulars Rentals Figures In Lakhs Shoes Figures In Lakhs
1 Sales 1573.60 2516.01
2 Profit 280.31 (258.75)

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 ofthe company which have occurred between the end of the financial year of the company towhich the 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 courtsstatus 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 referenceto the Financial 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 through management ongoing monitoring and review andindependently by the financial internal audit. In our view the internal financialcontrols effecting financial statements are adequate and operating 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 is attached to the financial statements in FormAOC-1. (Annexure-1) The Company will make available the said financial statements andrelated detailed subsidiary companies upon the request by any member of the Company or itssubsidiary companies. These financial will also be kept open for inspection by any memberat the Registered Office of the Company. and the subsidiary companies. Pursuant to theprovisions ofSection136oftheActthe oftheCompanyconsolidated financialstatements alongwith relevant documents and separate audited accounts in respect of subsidiaries areavailable on the website of the Company.

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

The performance and financial position of the two subsidiary company are as under.

Performance Phoenix Cement Limited Phoenix Industries Limited
Income - -
Expenditure (36726) (799357)
Net Profit / (Loss) (36726) (799357)
Financial Position
Share Capital 829535700 94323000
General reserves (556109176) (225588856)

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 2014 during the period under review.Accordingly no disclosures are required in this regard by the Company.

13. Statutory Auditors

The Statutory Auditor M/s. Pradip Bhardwaj & Co Chartered Accountant (ICAI FirmRegistration No. 013697C) New Delhi whose terms as per Companies Act 2013 expires atthe conclusion of this Annual General Meeting (AGM) and has expressed his desires forre-appointment for further period of 5 years. However in terms of provisions of provisionof Section 139 (1) of Companies Act 2013 and rules made there under the re-appointmentof Auditors is required to be approved by the Members of the Company at

Annual General Meeting.

The Company has received a letter from auditor confirming that they are eligible forre-appointment as auditors of the Company under Section 139 of the Companies Act 2013andmeetthecriteriaforappointmentspecifiedin Section 141 of the Companies

Act 2013.

Based on the recommendations of the Audit Committee and as per the provision of Section139(1) of the Companies Act 2013 and the Board of Directors of your Company proposes tore-appoint M/s. Pradip Bhardwaj & Co Chartered Accountant (ICAI Firm Registration No.013697C) New Delhi as Statutory Auditors for further period of 5 years till theconclusion of 35th Annual General

Meeting .

14. Auditors' Report

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditor's Report does not contain any qualificationreservation adverse remark or disclaimer.

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

E) Listing of Shares

The Equity Shares of the Company is listed with BSE Limited. The Delhi Stock Exchangehas been de-recognized.

16. Extract of the Annual Return

As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return is annexed herewith in Form

MGT 9 Annexure-2.

17. 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 the‘Annexure 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 1048.67 Lacs

18. Directors:

A) 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. P M Alexander (DIN-00050022) Director of the Company is liable to retire byrotation and being eligible offers himself for reappointment. The disclosures requiredpursuant to Regulation 36 of SEBI Listing Regulations are given in the Notice of the AGMforming part of the Annual Report. Attention of the Members is invited to the relevantitems in the Notice of the AGM and the

Explanatory Statement thereto.

B) Independent Directors

During the year Mr Arun Kumar Sinha resigned from the Board in the capacity ofIndependent Director W.e.f. 11.11.2016. The Board has placed on record its appreciationfor the valuable guidance and support received from Mr. Arun Kumar Sinha during hisassociation with the Company. Mr. Jitender Pancharia was appointed as Additional Directorin the capacity of Independent Director in the Board Meeting held on 11th November 2016upto the date of this Annual General Meeting. In terms of section 160 of the

Companies Act 2013 the Company has received notice in writing from member along witha deposit of Rs. 1 Lakh proposing the candidature of Mr. Jitender Pancharia forappointment as Independent Director as per the provisions of sections 149 and 152 of theAct.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBIListing Regulations.

KEY MANAGERIAL PERSONNEL

The following Directors/Executives continued as KMPs of the Company during Fiscal 2017:

Mr. Jitender Pancharia Independent Director Mr. Narender Kumar Makkar CompanySecretary

Mr. Krishna Kumar Venkataramani Chief Executive Officer

Mr. Baby Kutty Daniel Chief Finance Officer

During the year under review the Board of Directors have also appointed Mr. Baby Kuttyas Chief Finance Officer (CFO) on 11.11.2016 and Mr.V Krishna Kumar as Chief ExecutiveOfficer on 11.11.2016 of the Company.

GOVERNANCE GUIDELINES

During the year under review the Company adhered to the Governance Guidelines on BoardEffectiveness. The Governance

Guidelines cover aspects related to composition and role of definitionof the BoardChairman and Directors Board diversity independence director term retirement age andCommittees of the Board. It also covers aspects relating to nomination appointmentinduction and development of directors director remuneration subsidiary oversight Codeof Conduct Board Effectiveness Review and Mandates of Board Committees.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee ("NRC") is responsible fordeveloping competency requirements for the Board based on the industry and strategy of theCompany. The Board composition analysis reflects in-depth understanding of the Companyincluding its strategies environment operations financial condition and compliancerequirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or reappointment is required. The Committee is alsoresponsible for reviewing and vetting the CVs of potential candidate's vis-a-vis therequired competencies undertake a reference and due diligence and meeting potentialcandidates prior to making recommendations of their nomination to the Board. At the timeof appointment specific requirements for the position including expert knowledgeexpected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and Independence of aDirector

The NRC has formulated the criteria for determining qualifications positive attributesand independence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 read along with Schedule II of SEBI Listing Regulations which is annexed asAnnexure-4

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and Regulation 19 ofSEBI Listing Regulations and the same is annexed as Annexure-7

BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate Governance requirements asprescribed by SEBI Listing Regulations the

Board has carried out an annual evaluation of its own performance and that of itsCommittees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee Members. The NRC reviewed the performance ofthe individual Directors a separate meeting of Independent Directors was also held toreview the performance of

Non-Independent Directors performance of the Board as a whole and performance of theChairman of the Company taking into account the views of Executive Directors andNon-Executive Directors. This was followed by a Board Meeting that discussed theperformance of the Board its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings etc. The criteria forperformance evaluation of the individual Directors included aspects on contribution to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In addition the Chairman wasalso evaluated on the key aspects of his role.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarisation of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The Policy provides for adequate safeguards against victimization of employeeswho avail of the mechanism and also provides for direct access to the Chairman of theAudit Committee. It is affirmed access to the Audit Committee.

19. Number of meetings of the Board of Directors

The Board of your Company met 6 times during the financial year ended 31.03.2017 thedetails of which are given in the Corporate

Governance Report that forms the part of this Annual Report.

20. Committees of the Board

Currently the Board has four committees:-

1. The Audit Committee

2. The Risk Management Committee

3. The Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

A detailed note on the composition of the Board and its Committees is provided in theCorporate Governance Report Section of this Annual 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 Recovable Rs. 16425744 Rs. 484000000
Investment 41953510(Nos.) 8432300(Nos.)
in shares Rs. 130846956 Rs. 27104727
Other Advance 1500000 205840000

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 the Related Party Transactions intends to ensure that properreporting approval and disclosure process are in place for all transactions between thecompany and Related Parties. This policy specifically deals with the review and approvalof Related Party Transactions keeping in mind the potential or actual conflicts ofinterest that may arise because of entering into these transactions. All Related partyTransactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for Related Party Transactions which are of repetitive nature and/orentered in the Ordinary Course of Business and are at Arm's Length. The Form AOC-2pursuant to Section 134(3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Account) Rules 2014 is set out as Annexure-5 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(Appointment and Remuneration of Managerial Personnel) Rules 2014 are Annexed to thereport as Annexure-6

24. Secretarial Audit Report

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. Urvashi Aggarwal & Co. a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as Annexure-8

25. Corporate Governance

A separate section on Corporate Governance forming part of the Board' Report along withthe Certificate from the Auditors of the Company confirmingcompliance of CorporateGovernance norms as stipulated in Regulation 34 of the SEBI Listing Regulations isincluded in the Annual Report..

26. Risk Management Policy

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy. The Internal Audit Departmentfacilitates the execution of Risk Management Practices in the Company in the areas of Riskidentification; assessement monitoring mitigation and reporting. The

Company has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment & management procedures and status.

The Company has policy to hedge most of the payments of Currency in order to reduce therisk of volatile international market of

Foreign Exchange.

All properties including building plant machinery furniture fixture stock andStock in transit of the Company have been properly insured against all kinds of risk.

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) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors have laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.

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

28. 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

Place: New Delhi Narender Makkar P M Alexander
Date: 26.08.2017 Director (DIN-00026857 Chairman
& Company Secretary (DIN-00050022)