Phoenix Township Limited
Your Directors have pleasure in presenting their 26th Annual Report together withAudited Financial Statements of the Company for the Financial Year ended 31" March2019.
FINANCIAL SUMMARYORHIGHLIGHTS/PERFORMANCE OF THE COMPANY
|Particulars ||3tt March 2019 ||31st March 2018 |
|Total Income ||205822058 ||181168093 |
|Less: Total Expenditure ||163550244 ||145938556 |
|Profit Before Interest Depreciation prior period ||42271814 ||35229537 |
|Item and Tax || || |
|Less: Depreciation ||24306572 ||20417700 |
|Less: Interest ||6447522 ||6206173 |
|Less: Prior Period Items ||13235 ||150383 |
|Profit Before Extraordinary Items and Tax ||11504485 ||8455281 |
|Less: Extra-Ordinary Items || || |
|Profit/(Lossl Before Tax ||11504485 ||8455281 |
|Less: Tax Expense || || |
|(a) Current Tax ||1850000 ||1769296 |
|(b) Deferred Tax ||1853309 ||407545 |
|Less: Other Comprehensive Income ||1200482 || |
|Profit /(Loss) For The Year ||6600694 ||6278440 |
During the year under consideration the income of your Company has increased to Rs.2058.22 Lacs in the current year from Rs. 1811.68 Lacs earned in the previous year. TheProfit before Tax (PBT) of the Company for the current year has increased to Rs. 115.04Lacs as against Rs. 84.55 Lacs in the previous year. Similarly the Profit after Tax (PAT)for the current year is Rs. 66.01 Lacs as compared to Rs. 62. 78 Lacs earned in theprevious year.
1. CHANGE IN THE NATURE OF BUSINESS There is no change in the business activity of theCompany.
2. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture Company or Associate Company ason 31st March 2019 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 31st March 2019.
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 ofDeposit)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 companyisRs.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 2018-2019.
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-A" and same is available on website of the companywww.hbeindia.com/investor-information.htrnl.
8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS. The Company has an Internal Control System commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit (IA) function is to maintain its objectivity and independence. Based on the reportof internal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.
9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO
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.
At 24th Annual General Meeting of the Company Mis. Chaturvedi Sohan & Co.Chartered Accountants (having ICAl Registration No: 118424W) appointed to act asStatutory Auditor of the Company for a period 5 years commencing from the conclusion of24th Annual General Meeting up to the conclusion of Annual General Meeting to be held inthe calendar year 2022 Subject to the ratification of their appointment in everysubsequent Annual General Meeting.
In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on Ratification of the appointment of theStatutory Auditors.
Mis. Chaturvedi Sohan & Co. Statutory Auditor of the Company has audited booksof account of the Company for the financial year ended March 31 2019 and have issued theAuditors' Report thereon. There are no qualifications or reservation on adverse remarks ordisclaimers in the said report.
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 Mis. Kothari H. & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is
12.DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Dr. Prafulla Rajaram Rede Director retires by rotationat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his appointment for the consideration of the Membersof the Company at the forthcoming Annual General Meeting.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Dev K.irit Toprani as an Additional Director (For Non-Executive& Independent Category) of the Company with effect from September 6 2018. In terms ofSection 161 of the Act Mr. Dev K.irit Toprani holds office up to the date of ensuingAnnual General Meeting. The Company has received requisite notice in writing from a memberproposing Mr. Dev K.irit Toprani name for the office of Director. Accordingly the Boardrecommends the resolution in relation to appointment of Mr. Dev K.irit Toprani as aIndependent Director for the approval by the members of the Company.
As per provisions of Section 161 of The Companies Act 2013 and pursuant to Articles ofAssociation of the Company Mr. Dev K.irit Toprani will hold their office up to theensuing Annual General Meeting therefore the Board proposed their appointment asIndependent Director of the Company at ensuing Annual General Meeting subject to approvalmembers via. Ordinary Resolution.
During the Financial year Mr. Pralhad Bhagwant
Desai an Independent Director of the Company resigned on 01 st May 2018 and Mr. DevK.irit Toprani were appointed as Additional Independent Directors on 06th September 2018.
Further Mr. Puspraj Ramshila Pandey was appointed as Chief Financial Officer (CFO) ofthe Company w.e.f. 07th January 2019 in place of Mr. Shubham Agarwal who resigned as CFOof the Company w.e.f. 28th September 2018.
B) Declaration by Independent Director(s) and re-appointmentif 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.
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) MeetingsoftheBoardof Directors:
The Company held a minimum of one Board meeting in every quarter. The details of theMeetings held during the financial year are given in the Corporate Governance Report.
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 the head 'Audit Committee' for matters relating to constitutionmeetings and functions of the Committee.
14.DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WIIlSTLE BLOWER POLICYFORDIRECTORSANDEMPLOYEES The Company has a vigil mechanism to deal with instances of fraudand I or mismanagement if any. The details of the Policy is explained in theCorporate Governance Report 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 subsection (3) of Section 178. Kindly refer to 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 Annexure-D to this report.
16. CORPORATE SOCIALRESPONSIBILITY(CSR) The Corporate Social Responsibility as perSection 135 of the Companies Act 2013 is currently not applicable to the 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 andAnalysis Report which is a part of this Report.
19.PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details ofLoansGuarantees and Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the notes to the Financial Statements.
20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: In line with therequirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has formulated a Policy on Related PartyTransactions which is also available on Company's website at www.hbeindia.com. The Policyintends to ensure that proper reporting; approval and disclosure processes are in placefor 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 and therefore the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act 2013 inFormAOC-2is not been furnished.
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 2014 is annexed as
During the financial year 2018-2019 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: Certificatefrom the Auditors of the Company Mis. Chaturvedi Sohan & Co. Chartered Accountantsconfirming compliance with the conditions of Corporate Governance as stipulated underChapter 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.
All the policies are available on the website of the Companyi.e. www.hbgindia.com.
24.MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion & AnalysisReport for the year under review as stipulated in Chapter IV of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forming part of the Annual Report.
25. DIRECTORS'RESPONSIBILITYSTATEMENT To the best of their knowledge and belief andaccording to the information and explanations obtained by them your Directors make thefollowing statements in terms of Section 134(3)(c) of the Companies Act 2013:
(a) that in the preparation of the annual financial statements for the year ended 31stMarch 2019 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 financial statements) have been selected and appliedconsistently and judgements and estimates have been made that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 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 adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; (d)that the annual financial statements have been prepared on a going concern basis; (e) thatproper internal financial controls were in place and that the financial controls wereadequate and were operating effectively. (t) that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
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 or Tribunalswhich impact the going concern status and Company's operations in future. b. YourDirectors further state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Work place (Prevention Prohibition andRedressal) Act 2013. c. There were no material changes and commitments affecting thefinancial position of the Company between the end of financial year and the date of theReport.
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 cooperation. 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.
For and on behalf of the Board of Directors
Phoenix Township Limited
Dr. Prafulla R. Hede
Date: 30th May 2019