Mar 31, 2017
To,
The Members,
The Directors have pleasure in presenting their 24th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended March 31,2017.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
Particulars |
31st March, 2017 |
31st March, 2016 |
Total Income |
14,90,43,455 |
13,48,60,919 |
Less: Total Expenditure |
11,71,64,365 |
10,30,13,445 |
Profit Before Interest, Depreciation, prior period Item and Tax |
3,18,79,090 |
3,18,47,474 |
Less: Depreciation |
1,89,04,501 |
2,03,91,097 |
Less: Interest |
52,63,220 |
50,87,128 |
Less: Prior Period Items |
35,776 |
2,01,994 |
Profit Before Extraordinary Items and Tax |
76,75,593 |
61,67,255 |
Less: Extra-Ordinary Items |
- |
- |
Profit / (Loss) Before Tax |
76,75,593 |
61,67,225 |
Less: Tax Expense |
||
(a) Current Tax |
17,82,063 |
11,30,868 |
(b) Deferred Tax |
7,23,789 |
5,97,042 |
Profit /(Loss) for the Year |
51,69,741 |
44,39,346 |
During the year under consideration the income of your Company has increased to Rs. 1490.43 Lac in the current year from Rs. 1,348.61 Lac earned in the previous year. The Profit before Tax (PBT) of the Company for the current year has increased to Rs. 76.75 Lac as against 61.67 Lac in the previous year. Similarly the Profit after Tax (PAT) for the current year is Rs. 51.67 Lac as compared to Rs. 44.39 Lac earned in the previous year.
1. CHANGE IN THE NATURE OFBUSINESS,
There is no change in the business activity of the Company.
2. DETAILS OF SUBSIDIARY / JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture Company or Associate Company as on March 31, 2017 and any information for this purpose is not applicable to the company.
3. 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 31,2017.
4. RESERVES
During the year under review, the company has not made any transfer to reserves.
5. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 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, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
6. SHARE CAPITAL
The Authorized 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.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2016-2017.
7. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as " Annexure A".
8. 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.
9. 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- B" to this Report.
10. AUDITORS AND AUDITORS''REPORT
M/s. Bhatter & Co., Chartered Accountants, Mumbai (Registration No.l31092W) who had been appointed as Statutory Auditor of the Company for a period of three year at the 21st Annual General Meeting and their term of office will come to an end in the ensuing Annual General
Meeting, Hence the Board of the Company need to appoint another Auditor to act as a Statutory Auditor of the Company, in place of M/s. Bhatter & Co. Accordingly the Board of the Company, with the consent of the Audit Committee has recommended to appoint M/s. Chaturvedi Sohan & Co., Chartered Accountants (having ICAI Registration No: 118424W), to act as Statutory Auditor of the Company for a period 5 years commencing from the conclusion of 24thAnnual General Meeting up to the conclusion of Annual General Meeting to be held in the calendar year 2022, subject to approval of members of the Company in the ensuing Annual General Meeting and further ratification of their appointment in every subsequent Annual General Meeting.
An eligibility certificate as to their appointment, stating that their appointment is well within the prescribed limits under Section 141 of the Companies Act, 2013, has been obtained from them along with the consent to act as Statutory Auditor of the Company, in accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
Auditors'' Report issued by M/s. Bhatter & Co., Statutory Auditor of the Company, does not contain any qualification, reservation or adverse remark and is self explanatory.
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 has appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "AnnexureC".
12. DIRECTORS & KEY MANAGERIAL
PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
During the Financial year the there are no changes in the Board of the Company, although Mr. Sourabh Kothari had been appointed as Company Secretary & Compliance Officer of the Company as on 01.03.2017 in place Ms. Dipika Agrawal who has resigned from her office as on 01.10.2016.
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 Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
C) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.
13. AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, ''Audit Committee'' for matters relating to constitution, meetings and functions of the Committee.
14. 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.
15. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178. Kindly refer to section on Corporate Governance, under the head, ''Nomination & Remuneration Committee'' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Brief of the Company''s Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached as Annexure D to this report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company.
17. 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.
18. BUSINESSRISKMANAGEMENT
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 a part of this Report.
19. 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.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions were entered during the year by your Company, therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not been furnished.
21. 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, is annexed as Annexure E.
During the financial year 2015-16, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
22. 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 Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
23. POLICIES:
All the policies are available on the website of the Company i.e. www.hbgindia.com.
24. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review, as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
25. 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) of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended March 31, 2017, 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 judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2017 and of the Profit / loss of the 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.
26. 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 Work place (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 and the date of the Report.
27. 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: 26th May, 2017 Phoenix Township Limited
Registered Office:
Durga Bhavan, Sd/-
Hede Centre, Tonca, Dr. Prafillla R. Hede
Panaji, Goa - 403001. Chairman
(DIN: 00651441)
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:
DurgaBhaÂ, 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