Directors Report of HBG Hotels Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 31 st Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY The highlights of the financial results are given below:

Particulars	31^st March, 2024		31^st March, 2023
	Standalone	Consolidated	Standalone	Consolidated
Total Income	2,954.44	2,954.44	2,623.35	2,623.34
Less: Total Expenditure	2,361.10	2,364.21	2,155.09	2,155.09
Profit Before Interest, Depreciation and Tax	593.33	590.23	468.26	468.25
Less: Depreciation	195.97	195.98	216.48	216.48
Less: Interest	148.38	148.38	152.53	152.53
Profit Before Extraordinaiy Items and Tax	248.97	245.87	99.25	99.25
Less: Extra -Ordinary Items	19468.19	19468.19	-	-
Profit/(Loss) Before Tax	19,717.17	19,714.06	99.25	99.25
Less: Tax Expense
(a) Current Tax	62.24	61.47	24.81	24.81
(b) Deferred Tax	12.09	12.09	6.50	6.50
Less: Other Comprehensive Income			8.20	8.20
Profit /(Loss) For The Year	19642.842	19640.51	76.13	76.13

2. PERFORMANCE HIGHLIGHTS:

Standalone:

Your Company recorded a turnover of Rs. 2954.443 Lakhs as against Rs. 2623.35 Lakhs in previous financial year. The Company registered profit before tax of Rs. 248.979 Lakhs for the financial year ended 31 st March, 2024 against a profit before tax of Rs. 99.25 Lakhs in the previous financial year and the Profit after Tax for the current year is Rs. 19,642.842 Lakhs as compared to Rs. 76.13 Lakhs incurred in the previous year. It resulted in considerable improvement in the performance during the year under review.

Consolidated:

Your Group earned total income of Rs. 2954.443 Lakhs during the period under review.

Your Group earned profit before tax of Rs. 245.871 Lacs and Profit after Tax of Rs. 19640.511 during the year under review.

The Companyâs performance and outlook for the year under review has been discussed in detail in Management Discussion and Analysis which forms a part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 (âthe Actâ) read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statements of your Company for the FY 2023-24 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of the Audited F inancial Statements of your Company and its subsidiary, as approved by the respective Board of Directors (âBoardâ). The Consolidated Financial Statements together with the Auditorsâ Report is forming part of the Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS

There is no change in the business activity of the Company.

4. DIVIDEND

Your Directors have recommended final Dividend of 2.5% i.e. Rs. 0.25/- per Equity Share of Rs. 10/- each and 1 % i.e. Rs. 0.10/-per preference share of Rs. 10/- each for the financial year ended March 31,2024.

5. TRANSFER TO RESERVE

The Profit for the Year of Rs. 19642.842Lakhs is credited to the Profit and Loss account.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the ends of the financial year i.e. 31st March, 2024 and as on the date of this report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

8. DETAILS OF S U B S I D I A R Y / J O I N T VENTURES/ASSOCIATE COMPANIES

The Company has l(one) Subsidiary as on March 31,2024:

Green First Estate Private Limited is engaged in the business of Real estate activities on a fee or contract basis.

The Company was incorporated on November 17,2023. The net loss for the year ended March 31,2024 was Rs. (3.11 Lakhs)

The Company does not have any associate and joint venture company. Pursuant to Section 129 of the Act read with Rule 5of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of Subsidiary Company in Form AOC-lis attached herewith as ''Annexure I'' and forms part of this Report. The statement also provides highlights of the performance and financial position of the subsidiary and their contribution to the overall performance of your

Company in Form AOC-lis attached herewith as ''Annexure I'' and forms part of this Report. The statement also provides highlights of the performance and financial position of the subsidiary and their contribution to the overall performance of your Company as per Rule 8(1) the Companies (Accounts) Rules, 2014.

The Audited Financial Statements of the said Subsidiary Company is available on Company''s website and shall also be made available for inspection by any member at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM. Any member, who is interested in obtaining a copy of the Audited Financial Statements of the Subsidiary Companies, may write to the Company Secretary of Company.

Pursuant to the provisions of Section 136 of the Act the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents are available on the Company''s website.

9. DEPOSITS

10. SHARE CAPITAL

As on 31" March, 2024, the Company is having an Authorized share capital of Rs. 28,00,00,000/- comprising of 202,00,000 Equity Shares of Rs. 10 each and 78,00,000 Preference shares of Rs. 10 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2024 is Rs. 13,98,42,600 and the Issued, Subscribed and Paid-up Preference Share Capital of the Company as on 31st March, 2024 is Rs. 76,966,080.

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 year2023-2024.

11. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended, 3 lââMarch, 2024, is available 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 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.

13. 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 âAnnexure Aâ to this Report.

14. AUDITORS

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 28^th September, 2022 re-appointed M/s. Bhatter & Company., Chartered Accountants (ICAI Firm Registration No. 131092W), as statutory auditors of the Company from the conclusion of 29^th Annual General Meeting up to the conclusion of 34^th Annual General Meeting to be held in the year2027 covering second term of five consecutive years.

M/s. Bhatter & Company, Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2024 and have issued the Auditor''s Report thereon. There are no qualifications or reservation or adverse remarks or disclaimers in the said report.

The Statutory Auditors M/s. Bhatter & Company., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 20232024.

No frauds have been reported by the Statutory Auditors during the financial year 2023-2024 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kothari H. & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for financial year ended 31" March, 2024. The Report of the Secretarial Audit s annexed herewith as âAnnexure Bâ.

INTERNALAUDITORS

Your Company had designated Bharat Gupta & Co. Chartered Accountants as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal Auditor carried out his functions as per the scope of work assigned and placed his reports at the meetings of the Audit Committee, during quarterly intervals.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported to the Audit Committee/Board pursuant to Section 143 (12) of the Act, any instances of frauds committed in your Company by its officers or employees, the details of which needs to be mentioned in this Report.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

â¢ In accordance with provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013, Mr. Surendra Ambalal Dave (DIN: 07969034), who was appointed as an Independent Director of the Company at the board meeting dated 30* May, 2019 and members'' approval regarding the same taken at 26* Annual General Meeting of the Company and who holds office up to 28* September, 2024 would now vacate the office due to completion of term of ten years. The Board of Directors had placed on record a deep appreciation n for the valuable services rendered by Mr. Surendra Ambalal Dave during his tenure as Independent NonExecutive Director of the Company.

â¢ Mrs. Kavita Chajjer, Company Secretary had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 31" March, 2023, however, pursuant to Section 203 of the Companies Act, 2013 and on the recommendations of the Nomination and Remuneration Committee, the board has appointed Mrs. Hunny Mehta as Company Secretary & Compliance Officer of the Company w.e.f 14* August, 2023but due to personal reason she resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 06¹¹¹February, 2024.

â¢ Further to fill the vacancy arises due to resignation of company Secretary, the Board has appointed Ms. Mansi Thakkar as Company Secretary and Compliance Officer of the Company in their meeting held on 21" March, 2024.

B) Declaration by Independent Directors)

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

C) Formal Annual Evaluation

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 12* February, 2024 reviewed performance of the Non Independent Directors, Board as a whole including committees. All the directors present participated in the discussion & suggested areas of improvement/changes. Assessment of Independent directors was shared with the Chairman of the Board. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

Criteria of performance evaluation of the Board and Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company. The NRC decided to continue existing method of performance evaluation through circulation of performance evaluation sheets. An assessment sheet based on SEBI Guidance Note dated January 05, 2017, containing the parameters of

performance evaluation along with rating scale was circulated to the Directors. Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees and performance evaluation of all Directors in aforesaid manner.

D) Familiarization Program for Independent Directors

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarization program for Independent Directors is posted on the 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 the Meetings held during the financial year are given in the Corporate Governance Report

16. 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.

17. 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 âAnnexure - Câ to this report.

18. 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 are explained in the Corporate Governance Report and also posted on the website of the Company.

19. CORPORATE SOCIALRESPONSIBILITY(CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company.

20. 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.

21. 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 a part of this Report.

22. 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.

23. 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 significant Material Related Party Transactions were entered dining the year by your Company and therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 enclosed as annexure Annexure - D.

transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

Further, details of related party transactions as per Indian Accounting Standard - 24 (IND AS 24) and Schedule V of the Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 37 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

24. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.hbgindia.com/

25. 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 âAnnexure - Eâ.

During the financial year 2023-2024, 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.

26 CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE:

Certificate from the Auditors of the Company, M/s. Kothari H. & Associates, practicing Company Secretaries, 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.

27. POLICIES:

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 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.

29. DIRECTOR''S 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 31^st March, 2024, 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 of the Company as at 31 â March, 2024 and of the Profit 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.

30. COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings ofthe Board of Directors'' and ''General Meetings'' respectively.

31. OTHERDISCLOSURES

i. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016(31of2016) during the year along with their status as at the end of the financial year is not applicable; and

ii. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

32. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ''Anti-Sexual Harassment'' is posted on the website of the Company at www.hbgindia.com.

Matters handled by Internal Complaint Committee during the year2023-2024, are as follows: -

â¢ Number of complaints on sexual harassment received during the year: NIL

â¢ Number of complaints disposed of during the year: N. A.

â¢ Number of cases pending for more than 90 days: N. A.

â¢ Nature of action taken by the Employer: N. A.

â¢ Number of Workshops: NIL

33. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all the Board Members and Senior Management of the Company which is posted on the website of the Company. As per the requirement of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Board Members and Senior Management have affirmed compliance with the Code of Conduct. The Code lays down the standard of conduct which is expected to be followed by the Directors and by the employees in their business dealings and in particular on matters relating to integrity in work place, in business practices and in dealing with stakeholders.

34. 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.

By Order of the Board Phoenix Township Limited

Sd/-

Mr. Samit Hede

Place: Mumbai Managing Director

Date: August 14,2024 DIN-01411689

Mar 31, 2023

Your Directors have pleasure in presenting their 3 0^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31â March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

Thehighlightsofthefinancialresultsaregivenhelow: . .

Particulars	31st March, 2023	31st March, 2022
Total Income	2,623.35	1,608.21
Less: Total Expenditure	2,155.09	1,251.58
Profit Before Interest, Depreciation and Tax	468.26	356.63
Less: Depreciation	216.48	225.06
Less: Interest	152.53	74.98
Profit Before Extraordinary Items and Tax	99.25	56.59
Less: Extra-Ordinary Items	-	-
Profit/(Loss) Before Tax	99.25	56.59
Less: Tax Expense
(a) Current Tax	24.81	11.21
(b) Deferred Tax	6.50	16.73
Less: Other Comprehensive Income	8.20	1.13
Profit /(Loss) For The Year	76.13	29.78

2. PERFORMANCE HIGHLIGHTS

Your Company recorded a turnover of Rs. 2,623.35Lacs as against Rs. 1608.21Lacs in previous financial year. The Company registered profit before tax of Rs. 99.25Lacs for the financial year ended 31â March, 2023 against a profit before tax of Rs. 56.59Lacs in the previous financial year and the Profit after Tax for the current year is Rs. 76.13 Lacs as compared to Rs. 29.78 Lacs incurred in the previous year. It resulted in considerable improvement in the performance during the year under review.

The Company''s performance and outlook for the year under review has been discussed in detail in Management Discussion and Analysis which forms a part of this Report.

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 HAVING OCCURRED SINCE THE END

OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the ends of the financial year i.e. 31" March, 2023 and as on the date of this report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS 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 or tribunals 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 Venture Company or Associate Company as on 31 st March, 2023 and any information for this purpose is not applicable to the company.

7. DIVIDEND

The Board of Directors of your company, after considering the present circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

8. RESERVES

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

9. DEPOSITS

10. SHARE CAPITAL

As on 31st March, 2023, the Company is having an Authorized share capital of Rs. 28,00,00,000/- comprising of 202,00,000 Equity Shares of Rs. 10 each and 78,00,000 Preference shares of Rs. 10 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31â March, 2023 is Rs. 13,98,42,600 and the Issued, Subscribed and Paid-up Preference Share Capital of the Company as on 3 1 âMarch, 2023 is Rs. 76,966,080.

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 year2022-2023.

11. ANNUAL RETURN

The Annual Return in Form MGT-7 for the financial year ended, 31â March, 2023, is available on the website of the Company at http://www.hbgindia.coin/Investor-Information.html.

12. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

14. AUDITORS

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 28^{September, 2022 re-appointed M/s. Bhatter & Company., Chartered Accountants (ICAI Firm Registration No. 131092W), as statutory auditors of the Company from the conclusion of 29â Annual General Meeting up to the conclusion of 34â Annual General Meeting to be held in the year 2027 covering second term of five consecutive years.}

M/s. Bhatter & Company, Statutory Auditor of the Company has audited books of account of the Company for the financial years ended March 31, 2023 and haves issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for financial year ended 31â March, 2023. The Report of the Secretarial Audit is annexed herewith as "AnnexureB".

INTERNALAUDITORS

Your Company had designated Mr. Bharat Gupta & Co. Chartered Accountants as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and Rules framed thereunder.

Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly intervals. Internal Auditor carried out hisfunctions as per the scope of work assigned and placed his reports at the meetings of the Audit Committee, during quarterly intervals.

REPORTING OF FRAUDS BY AUDITORS

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

â¢ In accordance with provisions of Section 152 of the Companies Act, 2013 and the company''s Articles of Association, Mr. Paul David Talbot Willcox (DIN: 01862872), Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment. The Board recommends his reappointment for the consideration of the Members of the Company at the forth coming Annual General Meeting.

â¢ Dr. Prafulla Raj aram Hede, has resigned from the post of the Chairperson and Director of the company w.e.f 27^th June, 2022 due to his unavoidable health issues.

â¢ Mrs. Richa Jain, Company Secretary had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 26â¹ July, 2022, however, pursuant to Section 203 of the Companies Act, 2013 and on the recommendations of the Nomination and Remuneration Committee, the board has appointed Mrs. Kavita Chajjaer as Company Secretary & Compliance Officer of the Company w.e.f 02Â°â November, 2022 but due to personal reason she resignedw.e.f 31^stMarch,2023.

â¢ Further to fill the vacancy arises due to resignation of Company Secretary, the Board has appointed Ms. Hunny Mehta as Company Secretary and Compliance Officer of the Company in their meeting held on 14^th August, 2023.

â¢ Mr. Puspraj Ramshila Pandey had resigned from the post of Chief Financial Officer of the company w.e.f 13¹ August, 2022 however, pursuant to Section 203 of the Companies Act, 2013 and on the recommendations of the Nomination and Remuneration Committee the board has appointed Mr. Deepak Pednekar for the post of Chief Financial Officer w.e.f. 02âⁱNovember, 2022.

â¢ Mr. Ajit Warty, an Independent Director of the Company is no longer with the Company because of his sad demise on 03^rd March, 2023 and cesses from the office of directorship with immediate effect.

B) Declaration by Independent Director(s)

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 annual performance evaluation of the Non-Independent Directors, Chairman, and the Board as a whole (including its committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 13th February, 2023 reviewed performance of the NonIndependent Directors, Board as a whole including committees.

The purpose of the Board evaluation is to achieve persistent and consistent improvement in the governance of the Company at the Board level. The Board intends to establish and follow "best practices" in Board governance in order to fulfil its fiduciary obligation to the Company.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Familiarization Program for Independent Directors

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarization program for Independent Directors is posted on the Company''s website www.hbgindia.com

E) Meetings of the Board of Director s

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

16. AUDIT COMMITTEE

17. 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 - C" to this report.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company.

20. 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.

21. BUSINESS RISKMANAGEMENT

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.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

23. 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 significant Material Related Party Transactions were entered during the year by your Company and therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 inFormAOC-2 is not required to he furnished.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

Further, details of related party transactions as per Indian Accounting Standard - 24 (Ind AS 24) and Schedule V of the the Listing Regulations containing name of the related party and details of the transactions entered with such related party are given under Note 3 7 forming part of the Notes to Account of the Standalone Financial Statements which forms part of this Annual Report.

24. PARTICULARS OF EMPLOYEES

During the financial year 2022-2023, there were no employee in the Company whose particulars are required to he 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.

25. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE:

26. POLICIES:

All the policies are available on the website of the Company i.e www.hbgindia.com.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

28. DIRECTORS'' RESPONSIBILITY STATEMENT

(a) that in the preparation of the annual financial statements for the year ended 31^st March, 2023, 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 fan-view of the state of affairs of the Company as at 31â March, 2023 and of the Profit of the Company for the year ended on that date;

(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.

29. COMPLIANCE WITH SECRETARIAL STANDARD:

Your Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

30. OTHER DISCLOSURES

I. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ''Anti-Sexual Harassment'' is posted on the website of the Company at www.hbgindia.com.

Matters handled by Internal Complaint Committee during the year 2022-2023, are as follows:-

â¢ Number of complaints on sexual harassment received during the year: NIL

Â¦ Number of complaints disposed off during the year: N. A.

â¢ Number of cases pending for more than 90 days: N. A.

â¢ N ature of action taken by the Employer: N. A.

â¢ Number of Workshops: NIL

32. 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.

For and on behalf of the Board of Directors Phoenix Township Limited

Sd /- Sd /-

Mr. Samit Prafulla Hede Mrs. Shibanee Harlalka

Place: Mumbai Managing Director Director

Date: 14th August, 2023 (DIN-01411689) (DIN-00507607)

In accordance with provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013, Mr. Dev Kirit Toprani (DIN: 07969034), who was appointed as an Independent Director of the Company at the board meeting dated September 06, 2018 and members approval taken at the 26¹ Annual General Meeting of the Company and who holds office up to 06th September, 2023 is eligible for re-appointment at the ensuing AGM for the second term for a period of Five (5) consecutive years i.e. upto September 05,2028.

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.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 21^st 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 24^thAnnual 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

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

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

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:

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

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

25. DIRECTORS'' RESPONSIBILITY STATEMENT

(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;

(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

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

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