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Directors Report of Phoenix Township Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their 22nd Annual Report together with Audited Financial Statements of the Company for the Financial Year ended March 31,2015.

Financial summary or highlights / Performance of the Company

Particulars 31st March, 2015 31st March, 2014

Total Income 12,71,76,668 11,54,10,308

Less: Total Expenditure 12,16,65,521 11,09,97,594

Profit Before Prior Period Items and 55,11,147 44,12,714

Extraordinary Items and Tax

Less: Prior Period Items 2,35,267 3,05,735

Profit Before Extraordinary Items and Tax 52,75,880 41,06,979

Less: Extra-Ordinary Items -- --

Proflt/(Loss) Before Tax 52,75,880 41,06,979

Less: Tax Expense (Current Tax Deferred Tax) 9,63,303 15,76,438

Profit /(Loss) For The Year 43,12,578 25,30,542

During the year under consideration the income of your Company has increased to Rs. 1271.77 Lac in the current year from Rs. 1154.10 Lac earned in the previous year. The Profit before Tax (PBT) of the Company for the current year is Rs. 52.76 Lac as against 41.07 Lac in the previous year. Similarly the Profit after Tax (PAT) for the current year is Rs. 43.13 Lac as compared to Rs. 25.30 Lac earned in the previous year.

Dividend

To conserve resources which would assist in future growth of the Company, no dividend is recommended by the Board for the financial year ended March 31,2015.

Reserves

During the year under review, the company has not made any transfer to reserves.

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the BSE, is presented in a separate section forming part of the Annual Report.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Details of Subsidiary/Joint Ventures/ Associate Companies

The Company does not have any Subsidiary, Joint Venture Company or Associate Company as on March 31, 2015 and any information for this purpose is not applicable to the company.

Deposits

During the year under review, the Company has not accepted any deposit from the public under Section 73 of

The Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

Auditors and Auditors'' Report

M/s. Bhatter & Co, Chartered Accountants, Mumbai (Registration No.l31092W) Statutory Auditor of the Company, who retire at the ensuing Annual General Meeting, is eligible for reappointment.

A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board, on the recommendation of the Audit Committee, recommends the ratification of re-appointment of M/s. Bhatter & Co as Statutory Auditor of the Company for the financial year 2015-16.

Auditors'' Report does not contain any qualification, reservation or adverse remark and is self explanatory.

SecretarialAudit

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 has appointed M/s. KOTHARI H. & ASSOCIATES, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Share Capital

The Authorised Share Capital of the company is Rs. 28,00,00,000/- and the paid up share capital of the company is Rs. 21,68,08,680/-. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo are furnished in "Annexure- C" to this Report.

Directors:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Paul David Talbot Willcox, who is liable to retire by rotation and is eligible for re-appointment, has offered himself for re- appointment. Mrs. Shibani M. Harlalka appointed an alternate director in place of Mr. Paul David Talbot Willcox.

During the Financial year, Mr. Lalan Kumar has been designated as Chief Financial Officer and Mr. Puspraj Pandey has been appointed as Company Secretary and compliance officer of the Company w.e. f10/03/2015.

B) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, as also of, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Meetings of the Board of Directors

The Company held a minimum of one Board meeting in every quarter. The details of the Meeting held during the financial year are given in the Corporate Governance Report.

Details of establishment of vigil mechanism/ Whistle Blower Policy for directors and employees

The Company has a vigil mechanism to deal with instance of fraud and / or mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Sustainable Development

Sustainability has been deeply embedded into the Company''s business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

Business Risk Management

Your Company has a robust Risk Management policy. The Company through a Steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report, which is apart of this Report.

Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of contracts or arrangements with related parties:

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.hbgindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties

All Related Party Transactions entered dining the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staffwere given appropriate training in this regard.

Particulars of Employees

The information required under Section 197(12)of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

The above information is not being sent along with this Report to the Members of the Company as per the provision of Section 136 ofthe Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 22nd Annual General Meeting and upto the date of the Annual General Meeting during the business hours on working days.

Corporate Governance Certificate & Report on Corporate Governance

Certificate from the Auditors of the Company, M/s. Bhatter & Co, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement is attached to this report "Annexure-D".

Extract of the annual return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "AnnexureA".

Policies

All the Policies have been put on the Website & include in directors report. The policies are explained in the Corporate Governance Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) ofthe Companies Act, 2013:

(a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as (mentioned in the Notes to the financial statements) have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31,2015 and ofthe Profit ofthe Company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required in respect of the following 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 Tribunals 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 cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013.

c. There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31,2015) and the date of the Report (May 15,2015)

Acknowledgements

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers and members and the society at large. The Directors also thank Governments of various countries, Government of India, Government of Goa, Government of Maharashtra and concerned Government Departments/Agencies for their co-operation.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees of the company at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.

Place: Mumbai For and on behalf of the Board of Directors

Date: 15 May, 2015 Phoenix Township Limited

Sd /-

Registered Office:

DurgaBha™, Dr. Prafulla R. Hede

Hede Centre, Tonca, Chairman

Panaji, Goa-403001 (DIN: 00651441)


Mar 31, 2014

Dear Fellow Shareowners,

The Directors are pleased to present the Twenty-First Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Amt. in Rs.)

Particulars For The Year Ended March 31, 2014 (Amt In Rs.) 2013 (Amt In Rs.)

Total Income 11,54,10,308 9,88,29,483

Less: Total Expenditure 11,09,97,594 9,75,83,798

Profit Before Prior Period Items and Extraordinary Items and Tax 44,12,714 12,45,685

Less: Prior Period Items 3,05,735 1,66,219

Profit Before Extraordinary Items and Tax 41,06,979 10,79,466

Less: Extra-Ordinary Items Profit/ (Loss) Before Tax 41,06,979 10,79,466

Less: Tax Expense (Current Tax Deferred Tax) 15,76,438 6,97,389

Profit / (Loss) For The Year 25,30,542 3,82,077

RESULTS OF OPERATIONS

During the year under consideration the income of your Company has increased to Rs. 1154.10 Lac in the current year from Rs. 988.29 Lac earned in the previous year after registering a growth of 16.78%. The Profit before Tax (PBT) of the Company for the current year is Rs. 41.07 Lac and Rs.10.79 Lac in the corresponding previous year a growth of 280.63%. Similarly the Profit After Tax (PAT) for the current year is Rs. 25.30 Lac as compared to Rs. 3.82 Lac earned in the previous year after registering a growth of 562.30%.

LISTING

Your Directors are pleased to inform you that the Securities of your Company got listed on BSE Limited on 07th April, 2014, pursuant to scheme of arrangement between Zuari Forex Limited and the Phoenix Township Limited. The Company has paid Listing Fees to the Stock Exchanges for the year 2014-15.

DIVIDEND

To conserve resources which would assist in future growth of the Company, no dividend is recommended by the Board for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors'' Report.

FIXED DEPOSIT

During the year under review, the Company has not accepted any deposit under Section 58A of The Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1957.

DIRECTORS

Section 149 of the Companies Act, 2013 (the Act) which defines the composition of the Board has been notified effective April 1, 2014 and provides that an independent director shall not hold office for more than two consecutive terms of five years each provided that the director is re-appointed by passing a special resolution on completion of first term of five consecutive years.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (the "Act") and the Articles of Association of the Company, Dr. Prafulla R. Hede, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Notice convening the Annual General Meeting includes the proposal for his re-appointment as the Director.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

1. Dr. Ram Sukhraj Tarneja.

2. Mr. Surendra Ambalal Dave.

3. Mr. Dattatraya Mahadeo Sukthankar.

4. Mr. Pralhad Bhagwant Desai.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated under the provisions contained in Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm as under:

a. That in the preparation of the annual accounts, the applicable Accounting Standards read with the requirements set out under Schedule VI of the Companies Act, 1956 have been followed and there are no material departures from the same;

b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors had prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Bhatter& Co, Chartered Accountants, Mumbai (Registration No.131092W) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re- appointment. A certificate to the effect that their appointment, if made, will be within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them.

In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Board on the recommendation of the Audit Committee recommends the re-appointment of M/s. Bhatter & Co as Statutory Auditor of the Company for the next 3 (three) consecutive financial years i.e. 2014-15, 2015-16, and 2016-17 subject to ratification by the shareholders at every Annual General Meeting.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board of Directors has in its meeting held on 26th May, 2014 appointed Mr. Hitesh Kothari, Practicing Company Secretaries, Mumbai holding ICSI Certificate of Practice No. 5502 as Secretarial Auditor for the financial year 2014-15.

In compliance with the directives issued by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being conducted by Kothari H. & Associates, Practicing Company Secretary at specified periodicity and the reports are being submitted to respective stock exchanges.

PARTICULARS OF EMPLOYEES

The Board hereby expresses their appreciation for the outstanding contribution made by its employees to the operations of the Company, which lead the Company to better results during the year.

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions related to energy conservation, technology absorption under section 217(1)(e) of The Companies Act, 1956 read together with The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

During the period under review the Company has earned Rs.44,589,972 /- by way of Foreign Exchange.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Corporate Governance and Management Discussion and Analysis for the year under review together with the certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers and members and the society at large.The Directors also thank Government of various countries, Government of India, Government of Goa, Government of Maharashtra and concerned Government Departments/Agencies for their co-operation.

Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Samit P. Hede Dr. P. R. Hede

(Executive Director) (Chairman)

(DIN 01411689) (DIN 00361216)

Place: Mumbai Date : July 28, 2014

 
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