Phoenix Township Limited
Your Directors have pleasure in presenting their 29th Annual Report together withAudited Financial Statements of the Company for the Financial Year ended 31" March2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
|Particulars ||31st March 2022 ||31st March 2021 |
|Total Income ||160820578 ||97944503 |
|Less: Total Expenditure ||125158083 ||81358129 |
|Profit Before Interest Depreciation and Tax ||35662495 ||16586374 |
|Less: Depreciation ||22506168 ||24948173 |
|Less: Interest ||7497652 ||8033128 |
|Profit Before Extraordinary Items and Tax ||5658675 ||(16394927) |
|Less: Extra-Ordinary Items ||-- ||- |
|Profit/(Loss) Before Tax ||5658675 ||(16394927) |
|Less: Tax Expense || || |
|(a)Current Tax ||1120500 ||0 |
|(b) Deferred Tax ||1672602 ||2107953 |
|Less: Other Comprehensive Income ||(112583) ||(1094859) |
|Profit /(Loss) For The Year ||2978156 ||(17408021) |
2. REVIEW OF OPERATION SAND OUTLOOK
During the year under review the Maharashtra Government had imposed state-widelockdown in April 2021 and our operations were running in a very limited manner. Due tomultiple COVID-19 waves the Hotel and Hospitality sector has been severely affected. Thecrisis has hit our operations employees and customers. Your Company recorded a turnoverof Rs. 1608.205 Lacs as against Rs. 979.445 Lacs in previous financial year. The Companyregistered profit before tax of Rs. 56.58 Lacs for the financial year ended 31st March2022 against a loss before tax of Rs. 163.94 Lacs in the previous financial year and theProfit after Tax for the current year is Rs. 29.781 Lacs as compared to Rs. 174.080 Lacsloss incurred in the previous year. The growth is mainly due to our company rearrangingour operations and recovering from the COVID-19 impact. It resulted in considerableimprovement in the performance during the year under review. Though the year under review(2021-2022) began amidst strict lockdown in India with restrictions on travel and economicactivity your company registered a credible performance as compared to the previous yeargiven the subdued macroeconomic environment and relatively poor consumer sentimentstowards discretionary spending.
3. CHANGE IN THE NATURE OF BUSINESS
There is no change in the business activity of the Company.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY HAVINGOCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT There are nomaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year i.e. 31st March 2022.
5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.
6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
During the year under review your company does not have any Subsidiary Joint VentureCompany or Associate Company as on 31st March 2022 and any information for this purposeis not applicable to the company.
The Board of Directors of your company after considering the present circumstanceshas decided that it would be prudent not to recommend any Dividend for the year underreview.
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.
10. 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 2021-2022.
The Annual Return in Form MGT-7 for the financial year ended 31st March 2022 isavailable on the website of the Company at http://www.hbgindia.com/Investor-Information.html.
12. 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) function is to maintain its objectivity and independence. Based on the report ofinternal 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.
13. 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"AnnexureA" to this Report.
14. AUDITORS AND AUDITORS' REPORT
Mis. Chaturvedi Sohan & Co. Chartered Accountants Mumbai (Registration No:118424W) who has been appointed as Statutory Auditor of the company for a period of fiveyears at the 24th Annual General Meeting and their term of office will come to an end inthe ensuing Annual General Meeting.
Hence the Board of the Company need to appoint another Auditor to act as StatutoryAuditor of the company in place of Mis. Chaturvedi Sohan & Co. Accordingly the Boardof the Company with the consent of the Audit Committee has recommended to appoint Mis.Bhatter & Co. Chartered Accountants (having ICAI Registration No: 131092W) to act asStatutory Auditor of the company for a period of 5 years commencing from the conclusion of29th Annual General Meeting up to the conclusion of34th Annual General Meeting to be heldin the calendar year 2027 subject to approval of members of the company in the ensuingAnnual 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.
Mis. Chaturvedi Sohan & Co. Statutory Auditor of the Company has audited booksofaccount of the Company for the financial years ended March 31 2022 and haves issued theAuditor's Report thereon. There are no qualifications or reservation on adverse remarks ordisclaimers in the said report.
15. 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 to undertake the Secretarial Audit of the Company. TheReport of the Secretarial Audit is annexed herewith as "Annexure B".
16. DIRECTORS & KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
In accordance with provisions of Section 152 of the Companies Act 2013 and thecompany's Articles of Association Mrs. Shibanee Manish Harlalka Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forreappointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the forth coming Annual General Meeting. In accordance withprovisions of Sections 149 152 read with Schedule IV and any other applicable provisionsof the Companies Act 2013 Mr.AjitWarty(DIN: 00051463) who was appointed as anIndependent Director of the Company at the board meeting 14th August 2017 and membersapproval taken at the 25th Annual General Meeting of the Company and who holds office upto 13th August 2022 is eligible for re-appointment at the ensuing A GM for the secondterm for a period of Five (5) consecutive years i.e. upto August 13 2027. In accordancewith provisions of Sections 149 152 read with Schedule IV and any other applicableprovisions of the Companies Act 2013 Mr. Kiran Narayan Talcherkar (DIN: 00393180) who wasappointed as an Independent Director of the Company at the board meeting 12th February2018 and member's approval taken at the 23rd Annual General Meeting of the Company andwho holds office up to 11th February 2023 and who is eligible for re-appointment at theensuing AGM for a second term for a period of Five (5) consecutive years effective from12th February 2023 as an Independent Director of the Company." Mrs. Richa Jain hadresigned from the post of Company Secretary & Compliance Officer of the Company andMr. Puspraj Ramshila Pandey had resigned from the post of Chief Financial Officer of thecompany w.e.f 26th July 2022 and 13th August 2022 respectively.
B) Declaration by Independent Director(s) and reappointment if any
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 stating that they meet thecriteria of independence as provided therein and also none of the Directors of the Companyis disqualified under Section 164(2) of the Companies Act 2013.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board Committee of the Company.
Mr. Ajit Warty (DIN: 00051463) who was appointed as an Independent Director of theCompany at the Board Meeting held on 14th August 2017 for which approval from memberstaken at the 25th Annual General Meeting who holds office upto 13th August 2022 iseligible for re-appointment. Based on the recommendations of the Nomination andRemuneration Committee and approval of Board of Directors as well as subject to theapproval of shareholders of the company in the ensuing Annual General Meeting he isappointed as an Independent Director of the Company for a second term of 5 yearscommencing from 14th August 2022 to 13th August 2022.
Mr. Kiran Narayan Talcherkar (DIN: 00393180) who was appointed as an IndependentDirector of the Company at the Board Meeting held on 12th February 2018 for whichapproval from members taken at the 25th Annual General Meeting who holds office upto 11thFebruary 2023 is eligible for re-appointment. Based on the recommendations of theNomination and Remuneration Committee and approval of the Board of Directors as well assubject to the approval of shareholders of the company in the ensuing Annual GeneralMeeting he is appointed as an Independent Director of the Company for a second term of 5years commencing from 12th February 2023 to 11th February 2028.
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 annual performance evaluation of the Non-Independent Directors Chairman andthe Board as a whole (including its committees) was carried out in the separate meeting ofIndependent Directors.
Independent Directors in their separate meeting held on 12th February 2022 reviewedperformance of the Non-independent Directors Board as a whole including committees.
The purpose of the Board evaluation is to achieve persistent and consistent improvementin the governance of the Company at the Board level. The Board intends to establish andfollow "best practices" in Board governance in order to fulfil its fiduciaryobligation to the Company.
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
D) Familiarization Program for Independent Directors
The familiarization program seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.
The policy on Company's familiarization program for Independent Directors is posted onthe Company's website www.hbgindia.com
E) Meetings of the Board of 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
17. 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.
18. 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 I ormismanagement if any. The details of the Policy are explained in the Corporate GovernanceReport and also posted on the website of the Company.
19. 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 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 - C" to this report.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company.
21. 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.
22. BUSINESS RISK MANAGEMENT
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.
23. 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.
24. 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 and therefore the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2is not furnished.
25. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure - D".
During the financial year 2021-2022 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.
26. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE:
Certificate from the Auditors of the Company Mis. Kothari H. & Associates CompanySecretaries 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.hbgindia.com.
28. 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.
29. 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) of the Companies Act 2013:
(a) that in the preparation of the annual financial statements for the year ended 31stMarch 2022 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 31st March 2022 and of the Profit of the Company for theyear ended on thatdate;
(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 ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating 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 under review there were no casesfiled pursuant to the Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013.
|Sr. No Particulars ||Number of |
|1. Number of complaints filed during the financial year ||NIL |
|2. Number of complaints disposed during the fmancial year ||NIL |
|3. Number of complaints pending at the end of the financial year ||NIL |
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.
|For and on behalf of the Board of Directors || || |
|Phoenix Township Limited || || |
| ||Mr. Samit Prafulla Hede ||Mrs. Shibanee Harlalka |
|Place: Mumbai ||Managing Director ||Director |
|Date: 12th August 2022 ||(DIN-01411689) ||(DIN-00507607) |