Mar 31, 2015
Dear Members,
The Directors of your company present their 32nd Annual Report together
with the Audited Financial Statements for the year ended 31st March
2015
1. FINANCIAL HIGHLIGHT:
Rs. in Lacs Rs. in Lacs
2014-15 2013-14
Income from operations (Gross) 446.31 226.88
Other Income 9.93 25.19
Profit/(Loss) before Depreciation (146.12) (86.43)
and Tax
Depreciation for the year (128.88) (13.45)
Profit/(Loss )before Tax (275.00) (99.88)
Extraordinary Item
Impairment Written Back Nil 111.84
Profit/(Loss) after Tax (275.00) 11.96
Balance of profit/(Loss) brought forward (2494.22) (2506.18)
Balance of Profit/ (Loss) carried for (2769.22) (2494.22)
forward to Balance Sheet
Earnings per share (Rs.) (2.36) 0.10
2. DIVIDEND
In view of the loss made during the year and the accumulated losses,
the Directors do not recommend any dividend for the financial year
2014-15.
3. STATE OF COMPANY'S AFFAIRS
A detailed analysis of your Company's performance is discussed in the
Management Discussion and Analysis Report which forms part of this
Annual Report. - Annexure I.
4. CORPORATE GOVERNANCE
Report on Company's Corporate Governance is given under Corporate
Governance as Annexure II and compliance certificate from auditors
which forms part of this Annual Report.
The Company is in compliance with the requirements stipulated under
Clause 49 of the Listing Agreement entered into with the Stock Exchange
with regard to Corporate Governance.
5. BOARD 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, the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration
and other Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
6. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013, the Board of
Directors, to the best of their knowledge and ability confirm that:
i) that in the preparation of the Annual Accounts the applicable
Accounting Standards have been followed and there has been no material
departure;
ii) that the selected accounting policies were applied consistently and
the Directors 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 as at March 31,2015 and of the profit and loss of the
Company for the year ended on that date;
iii) 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;
iv) that the Directors have prepared the annual accounts on a going
concern basis.
v) proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
vi) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
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.
8. DIRECTOR AND KEY MANAGERIAL PERSONNEL
On recommendation of the Nomination and Remuneration Committee the
Board of Directors had appointed Mr. John Silveira as Chief Finance
Officer with effect from 12th August 2014.
The Board had also appointed Miss. Pratika Shenvi Dessai as Company
Secretary Designate & Compliance Officer with effect from 12" March
2014 who has resigned with effect from 31s March 2015.
The Board has appointed Mrs. Sharon Carvalho to be a women director as
required by the Companies Act 2013 with effect from 12th August 2014.
The Board has appointed Mr. Pursram Padmanabhan as the Managing
Director of the Company on 06th February 2014 with effect from 01st
April 2014.
Mr Pursram Padmanabhan, Managing Director, Mr. John Silveira, Chief
Financial Officer and Ms. Pratika Dessai, Company Secretary have been
designated as Key Managerial Personnel in accordance with provisions of
Section 203 (1) of the Companies Act, 2013.
Mr Kavas Patel by notice in writing addressed to the Board had
expressed his desire to resign from the Board for personal reasons with
effect from 04th February 2015. It is proposed that the vacancy so
created on the Board of Directors of the Company, be not filled.
The Board places on record its deep appreciation of the valuable
service rendered by Mr Kavas Patel during his tenure as a Director of
the Company.
9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)
As provided under section 92(3) of the Act, extract of the Annual
Return in form MGT 9 is annexed herewith which forms part of the
report.- Annexure MI.
10. MEETINGS
During the year 5 Board Meetings and 4 Audit Committee Meetings were
convened and held. The details of the same are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
11. AUDIT COMMITTEE
The details of the composition of the Audit Committee are given in the
Corporate Governance Report. During the year all the recommendations of
the Audit Committee were accepted by the Board.
12. AUDITORS:
1. Statutory Auditors
M/s V. C. Shah & Co, Chartered Accountants (Registration Number:
109818W-10360), were appointed as Auditors of the Company to hold office
till the conclusion of the 32nd Annual General Meeting. As required
under the provisions of Section 139 & 141 of the Companies Act, 2013,
the Company has received written consent from M/s V C Shah & Co.,
Chartered Accountants, proposed to be re-appointed as Auditors for one
year i.e. upto conclusion of the 33rd Annual General Meeting of the
Company, to the effect that their re-appointment if made, would be made
in conformity with the limits specified in the said Section and they are
not disqualified to be appointed as Auditors of the Company.
The Board has recommended to the Shareholders re-appointment of M/s V C
Shah & Co., Chartered Accountants, as Auditors to hold office from the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting and to fix their remuneration.
The Auditor's Report of the statutory Auditor does not contain
qualification or adverse remark. The Emphasis of Matter in the
Auditor's Report has been explained in Note No.22 to the Annual
Accounts in the Annual Report.
2. Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, and The Companies (
Appointment and Remuneration of Managerial Personnel) Rules 2014 , the
Company has appointed Mr. Bharat- Kumar Pomai (C.P No 12488/ Membership
No.33397), a Practising Company Secretary to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith
to the Annual Report - Annexure IV.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
3. Cost Auditor
The Company is not required to maintain cost records as per the
Companies (Cost Records and Audit) Amendment Rules, 2014.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fulfill the criteria for undertaking CSR activity
under Section 135, of the Companies Act, 2013 (herein after referred as
'the Act') and the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
14. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL ) ACT, 2013
The Company has in place an Anti- Sexual Harassment policy in line with
the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. This policy is
gender neutral. There were no complaints received during the financial
year.
15. RISK MANAGEMENT
The Company business is exposed to many internal and external risks and
it has consequently put in place a robust risk management framework to
identify and evaluate business risks and opportunities.
The risk management process consists of risk identification, risk
assessment and risk mitigation. The Board periodically reviews the
risk management plan for the Company including identification of
elements of risks if any which in the opinion of the Board may affect
the operations of the Company.
16. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The details of Remuneration
Policy is stated in the Corporate Governance report.
17. INTERNAL FINANCIAL CONTROL
The Company has an Internal Finance Control System, commensurate with
the size, scale and complexity of its operations. The Audit Committee
of the Board periodically reviews the internal control system with the
Management, Internal Auditor and Statutory Auditor and the adequacy of
internal audit functions significant internal audit findings and follow
up thereon.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Section 134 (3)(M) of the Companies Act , 2013 read with rule 8(3) of
the Companies (Accounts) Rules, 2014 is forming part of the Director's
Report for the year ended 31st March, 2015.
A. Conservation of Energy :
Energy conservation is a continuous programme and the Company has laid
emphasis on creating awareness amongst employees for optimizing
operations and improving efficiency of machinery and equipment. Steps
taken for energy conversion were - heat reflective paint, adoption of
efficiency light fittings, adoption of efficiency pumps and motors and
LED lamps for common areas. The measures taken by the Company have
resulted in saving in energy consumption.
B. Technology Absorption :
1. Expenditure incurred on Research & Development - Nil
2. Imported technology during last 3 years - None
C. Foreign Exchange Earnings and Outgo : Nil
19. PUBLIC DEPOSITS
During the financial year 2014-15, your Company had not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act
2013 read together with the Companies (Acceptance and Deposits) Rules,
2014.
Unclaimed fixed deposit amounting to Rs. 3.45 lacs has been paid by
your Company by transferring the amount to Investor Education and
Protection Fund (IEPF).
20. PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING
THE FINANCIAL YEAR
Company does not have any loans / advances / investments outstanding
during the year and hence provisions of Section 186 of the Companies
Act is not applicable.
21. EMPLOYEE REMUNERATION
The ratio of remuneration of each Director to the median employees
remuneration and other details in terms of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 are forming part
of this Report - Annexure V. Particulars of the employees as required
under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are not applicable as the Company did not have any employee
drawing remuneration in excess of the sums prescribed
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has received a notice of demand from Commercial tax
Department of Government of Karnataka of Rs. 191.24 Lacs including
interest of Rs. 121.36 Lacs on reversal of decision of the Karnataka
High Court by the Supreme Court of India on applicability of commercial
tax on photographic development activity by photo processing labs. The
Company has not made any provisions for the same as it has approached
through the Karnataka Photographic Association by representing before
the Authorities for relief.
23. EMPLOYEE STOCK OPTION SCHEME
The Company has no Employee Stock Option Scheme.
24. AWARDS & RECOGNITION
Company has not received any awards and recognitions.
25. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continuing
support and co-operation from the customers, vendors, dealers,
distributors, bankers, shareholders, Goa Industrial Development
Corporation, State Industries Electricity and other Government
departments.
The Directors also take this opportunity to thank the employees for
their dedicated service throughout the year.
For and on behalf of the Board
Sadashiv V Shet
(Chairman)
Place: Mapusa
Date: 07/05/2015
Mar 31, 2014
TO THE MEMBERS OF PHIL CORPORATION LIMITED
1. The Directors present herewith the Annual Report along with the
audited Accounts of the Company for the financial year ended 31 st
March, 2014.
2. Financial Results at a glance:
Rs. in Lacs Rs. in Lacs
2013-14 2012-13
Sales & Services 226.88 127.14
Other Income 25.19 105.58
Total Income 252.07 232.72
Expenses 351.95 284.92
Profit/(Loss) before Extraordinary (99.88) (52.20)
Item and Tax
Impairment Written Back 111.84 -
Profit/(Loss) before Tax 11.96 (52.20)
Tax Expenses
Profit/Loss for the year 11.96 (52.20)
Earning per share 0.10 (0.45)
3. Dividend:
In view of the operating cash loss made during the year and the
accumulated losses, the Directors do not recommend any dividend for the
financial year 2013-14.
4. Management Discussion and Analysis Report:
i) Financial Results
Sales during the period amounted to Rs. 226.88 lacs compared to Rs.
127.14 lacs during the previous financial year. The other income mainly
consisted of refunds and interest received on deposits.
The Profit for the year was Rs. 11.96 lacs.
ii) Operations & Restructuring
The Company''s efforts to restructure the business has been successful
and the effort in the coming years will be to develop the food
business.
iii) Risks and Concerns
Infusing funds for development of business and suitably managing the
same, would be required to exploit fully the available opportunities.
iv) Internal Control and Systems
The Company has an adequate internal control system to review the risks
and control measures, maintenance of proper accounting records and
reliability of information and data.
5. Corporate Governance:
The Company has complied with the Corporate Governance requirements as
per the Listing Agreement. Report on compliance with Corporate
Governance and certificate from Auditors are given as Annexure-I to
this Report.
6. Conservation of Energy:
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgo:
The details required under the Companies (Disclosure of particulars in
the Report of Directors) Rules, 1988 are given in Annexure-II to this
Report.
7. Fixed Deposits:
The Company did not accept any fixed deposits during the year.
There were 10 nos. of fixed deposits amounting to Rs. 3.45 lacs which
remained unclaimed as of 31st March, 2014. In respect of the unclaimed
deposits, the Company has created fixed deposit by transferring the
equivalent amount to a separate bank account. The unclaimed deposits
are being paid out of the said bank account.
8. Directors:
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Shri A Y
Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible
for re-appointment. The resolutions pertaining to their re-
appoinmentare placed foryourapproval.
9. Directors'' Responsibility Statement:
The Board of Directors of the Company confirm:
i. that in the preparation of the Annual Accounts the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates 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, 2014 and of the operating loss of the
Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
10. Qualifications in the Auditors''Report:
There are no qualifications in the Auditors'' Report regarding audited
Accounts for the year ended 31 st March 2014.
The Auditors have made certain comments and observations in their
report in respect of non- payment of undisputed and disputed statutory
dues. In respect of these matters we have to clarify that various
disputed statutory liabilities which are stated as Contigent
Liabilities, the Company has submitted its appeals before
adjudication/appellate authorities and is of the opinion that the
matters will be decided in Company''s favour.
11. Auditors:
The members will be appointing the Auditors for the next financial year
and to hold office from the conclusion of this Annual General Meeting
until the conclusion of next Annual General Meeting and fixing their
remuneration. The Company has received a Certificate from M/s. V. C.
Shah & Co., Chartered Accountants, Mumbai, under Section 141 of the
Companies Act, 2013 confirming their eligibility fortheir
reappointment.
12. Particulars of the employees:
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.
13. Appreciation:
The Directors place on record their appreciation of the excellent
contribution made by the employees of the Company at all levels.
For and on behalf of Board of Directors
A. Y. Fazalbhoy Chairman
Place: Mapusa, Goa
Dated: 12th May, 2014
Mar 31, 2013
TO THE MEMBERS OF PHIL CORPORATION LIMITED
1. The Directors present herewith the Annual Report along with the
audited Accounts of the Company for the financial year ended 31st
March, 2013.
2. Financial Results at a glance :
Rs. in Lacs Rs. in Lacs
20012-13 2011-12
Sales & Services 127.14 128.43
Other Income 105.58 31.38
232.72 159.82
Gross Operating Profit/(Loss) (52.20) (100.02)
Profit/(Loss) for the year (52.20) (100.02)
3. Dividend :
In view of the operating cash loss made during the year and the
accumulated losses, the Directors do not recommend any dividend for the
financial year 2012-13.
4. Corporate Governance :
The Company has complied with the Corporate Governance requirements as
per the Listing Agreement. Report on compliance with Corporate
Governance and certificate from Auditors are given as Annexure ÂI to
this Report.
5. Conservation of Energy :
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgo :
The details required under the Companies (Disclosure of particulars in
the Report of Directors) Rules, 1988 are given in Annexure ÂII to this
Report.
6. Fixed Deposits :
The Company did not accept any fixed deposits during the year.
There were 61 nos. of fixed deposits amounting to Rs. 10.33 lacs which
remained unclaimed as of 31st March, 2013. In respect of unclaimed
deposits, the Company has created Liquid Asset by transferring the
equivalent amount to a separate Bank Account. The unclaimed deposits
are being paid out of the said Bank Account.
8. Directors :
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Shri Kavas
D. Patel and Shri A. V. Gaikwad retire by rotation and are eligible
for re- appointment. The resolutions pertaining to their re- appoinment
are placed for approval.
9. Directors'' Responsibility Statement:
The Board of Directors of the Company confirm :
i. that in the preparation of the Annual Accounts the
applicable Accounting Standards have been followed and there has been
no material departure;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates 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, 2013 and of the operating loss of the
Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
10. Qualifications in the Auditors'' Report :
There are no qualifications in the Auditors'' Report regarding audited
Accounts for the year ended 31st March 2013.
The Auditors have made certain comments and observations in their
report in respect of non- payment of undisputed and disputed statutory
dues. In respect of these matters we have to state and clarify as
under:
a) In respect of House Tax, the Company has received the demand notice
only in August 2012 and the actual details of the claim are being
ascertained. In respect of Gratuity the Company had funded the
liability in respect of continuing employees. And in respect of
ex-employees and employees transferred to other associate Companies,
the Company is making the payments directly as mentioned in Note No.
21(5) of Notes to Accounts.
b) As regards various disputed statutory liabilities stated as
Contingent Liabilities the Company has submitted its appeals before
adjudication /appellate authorities and is of the opinion that the
matters will be decided in Company''s favour.
11. Auditors :
The members will be appointing the Auditors for the next financial year
and to hold office from the conclusion of this Annual General Meeting
until the conclusion of next Annual General Meeting and fixing their
remuneration. The Company has received a Certificate from M/s. V. C.
Shah & Co., Chartered Accountants, Mumbai, under Section 224(1B) of the
Companies Act, 1956 confirming their eligibility for their
reappointment.
12. Particulars of the employees :
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.
13. Appreciation :
The Directors place on record their appreciation of the excellent
contribution made by the employees of the Company at all levels.
For and on behalf of Board of Directors
A. Y. Fazalbhoy
Chairman
Place : Mapusa, Goa
Dated : 21st May, 2013
Mar 31, 2012
TO THE MEMBERS OF PHIL CORPORATION LIMITED
1. The Directors present herewith the Annual Report along with the
audited Accounts of the Company for the financial year ended 31 st
March, 2012.
2. Financial Results at a glance:
Rs. In Lacs Rs. in Lacs
20011-12 2010-11
Sales & Services 128.43 119.24
Other Income 31.38 3.46
159.82 122.82
Gross Operating Profit/(Loss) (100.02) (213.87)
Profit/(Loss) for the year (100.02) (190.46)
3. Dividend:
In view of the operating cash loss made during the year and the
accumulated losses, the Directors do not recommend any dividend for the
financial year 2011-12.
4. Management Discussion and Analysis Report:
i) Financial Results
Sales during the year were Rs. 128.43 lacs compared to Rs. 119.24 lacs
during the previous financial year.
The loss for the year amounted to Rs. 100.02 lacs.
ii) Operations & Restructuring
The Company has been taking various initiatives and adopting different
strategies for restructuring Company's business operations and
particularly for ensuring steady development of Food Business, and the
results are encouraging. One of the old issues i.e. settlement of
redemption of Preference Shares, will hopefully be resolved during the
coming year by negotiation and settlement, thereby completing the
restructuring.
iii) Risks and Concerns
Infusing funds for development of business and suitably managing the
same, would be required to exploit fully the available opportunities
and to minimise the risks of competition.
iv) Internal Control and Systems
The Company has an adequate internal control system to review the risks
and control measures, maintenance of proper accounting records and
reliability of information and data.
5. Corporate Governance:
The Company has complied with the Corporate Governance requirements as
per the Listing Agreement. Report on compliance with Corporate
Governance and certificate from Auditors are given as Annexure-I to
this Report.
6. Conservation of Energy:
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgo:
The details required under the Companies (Disclosure of particulars in
the Report of Directors) Rules, 1988 are given in Annexure -I I to this
Report.
7. Fixed Deposits:
The Company did not accept any fixed deposits during the year.
There were 62 nos. of fixed deposits amounting to Rs. 10.73 lacs which
remained unclaimed as of 31st March, 2012. In respect of unclaimed
deposits and interest the Company has created Liquid Asset by
transferring the equivalent amount to a separate Bank Account. The
unclaimed deposits and interest are being paid out of the said Bank
Account.
8. Directors:
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Shri A. Y.
Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible
for re-appointment. The resolutions pertaining to their re-appointment
are put for your approval.
The term of appointment of Shri K. D. Bhat as Managing Director came to
an end on 31st March, 2012. He was appointed as Vice Chairman, and Shri
B.S. Sridhara was appointed as the Managing Director with effect from
1st April, 2012. The Resolution pertaining to appoinment of Shri B. S.
Sridhara is put up for your approval.
9. Directors' Responsibility Statement:
The Board of Directors of the Company confirm:
i. that in the preparation of the Annual Accounts the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected accounting policies were applied consistently
and the Directors made judgements and estimates 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, 2012 and of the operating loss of the
Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
10. Qualifications in the Auditors' Report:
There are no qualifications in the Auditors' Report regarding audited
Accounts for the year ended 31 st March 2012.
The Auditors have made certain comments and observations in their
report in respect of non- payment of undisputed and disputed statutory
dues. In respect of these matters we have to state and clarify as
under;
a) In respect of Sales Tax, VAT, the Company has been able to make
substantial payments during the current year. In respect of Gratuity
the Company had funded the liability in respect of continuing employees
and in respect of ex- employees and employees transferred to other
associate Companies the Company is making the payments directly as
mentioned in Note No. 21(4)of Notes to Accounts.
b) As regards various disputed statutory liabilities stated as
Contingent Liabilities the Company has submitted its appeals before
adjudication /appellate authorities and is of the opinion that the
matters will be decided in Company's favour.
11. Auditors:
The members will be appointing the Auditors for the next financial year
and to hold office from the conclusion' of this Annual General Meeting
until the conclusion of next Annual General Meeting and fixing their
remuneration. The Company has received a Certificate from M/s. V. C.
Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of
the Companies Act, 1956 for being eligible for their reappointment.
12. Particulars of the employees:
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.
13. Appreciation:
The Directors place on record their appreciation of the excellent
contribution made by the employees of the Company at all levels.
For and on behalf of Board of Directors
A. Y. Fazalbhoy
Chairman
Place: Mapusa, Goa
Dated: 25th May, 2012
Mar 31, 2011
TO THE MEMBERS OF PHIL CORPORATION LIMITED
1. The Directors present herewith the Annual Report along with the
audited Accounts of the Company for the financial year ended 31 st
March, 2011.
2. Financial Results at a glance:
Rs. in Lacs Rs. in Lacs
20010-11 2009-10
Sales & Services 119.24 77.10
Other Income 45.66 145.90
164.91 223.00
Gross Operating Profit/(Loss) (150.39) (12.00)
Less: Interest - -
Depreciation 21.39 19.59
21.39 19.59
Proftt/(Loss) before Tax (171.79) (31.59)
Less: Tax Adjustment 41.12 -
Profitf(Loss) after Tax (212.91) (31.59)
Less: Extraordinary Items 403.38 -
Balance 190.46 (31.59)
Add: Balance brought forward (2544.42) (2512.83)
Balance (Loss) carried to (2353.95) (2544.42)
Balance Sheet
3. Dividend:
In view of the operating cash loss made during the year and the
accumulated losses, the Directors do not recommend any dividend for the
financial year 2010-11.
4. Management Discussion and Analysis Report:
I) Financial Results
Sales during the year were Rs. 119.24 lacs compared to Rs. 77.10 lacs
during the previous financial year. The other income mainly consisted
of the profit from sale of fixed assets
The extraordinary item of provision written back is in respect of
provision for sales tax / customs duty as mentioned in the Notes to
Accounts.
After taking into account the extraordinary item and after adjustment
of brought forward losses, the amount of loss carried to the balance
sheet is Rs. 2353.95 lacs.
ii) Operations & Restructuring
The Company had taken various initiatives and adopted different
strategies for restructuring Company's business operations and
particularly for ensuring steady development of Food Business, and the
results are encouraging. Some of the old issues like settlement of
redemption of Preference Shares, etc, will hopefully be resolved during
the coming years, thereby completing the restructuring.
iii) Risks and Concerns
Infusing funds for development of business and suitably managing the
same, would be required to exploit fully the available opportunities
and to minimise the risks of competition.
iv) Internal Control and Systems
The Company has an adequate internal control system to review the risks
and control measures, maintenance of proper accounting records and
reliability of information and data.
5. Corporate Governance:
The Company has complied with the Corporate Governance requirements as
per the Listing Agreement. Report on compliance with Corporate
Governance and certificate from Auditors are given as Annexure-I to
this Report.
6. Conservation of Energy:
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgo:
The details required under the Companies (Disclosure of particulars in
the Report of Directors) Rules, 1988 are given in Annexure -II to this
Report.
7. Fixed Deposits:
The Company did not accept any fixed deposits during the year.
There were 64 nos. of fixed deposits amounting to Rs. 10.83 lacs which
remained unclaimed as of 31st March, 2011. In respect of unclaimed
deposits and interest the Company has created Liquid Asset by
transferring the equivalent amount to a separate Bank Account. The
unclaimed deposits and interest are being paid out of the said Bank
Account.
8. Directors:
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Shri Kavas
D. Patel and Shri A.V. Gaikwad retire by rotation and are eligible for
re-appointment. The resolutions pertaining to their re-appointment are
put for your approval.
Shri S. V. Muzumdar and Shri John B. Bowman resigned on account of
their ill health. In the casual vacancies caused by resignations of
these two Directors Dr. J. C.Almeida and Shri Sadashiv V. Shet were
appointed as Independent Directors liable to retire by rotation.
9. Directors' Responsibility Statement:
The Board of Directors of the Company confirm:
i. that in the preparation of the Annual Accounts the applicable
Accounting Standards have been followed and there has been no material
departure;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates 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, 2011 and of the operating loss of the
Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
10. Qualifications in the Auditors' Report:
There are no qualifications in the Auditors' Report regarding audited
Accounts for the year ended March 31,2011.
The Auditors have made certain comments and observations in their
report in respect of non- payment of undisputed and disputed statutory
dues. In respect of these matters we have to state and clarify as
under:
a) In respect of Sales Tax, VAT, the Company will be able to make the
payments during the current year. In respect of Gratuity the Company
had fully funded the liability in respect of continuing employees and
in respect of ex-employees and employees transferred to other associate
Companies, the Company is making the payments directly as mentioned in
Note No. 5 of Notes to Accounts.
b) As regards various disputed statutory liabilities stated as
Contingent Liabilities the Company has submitted its appeals before
adjudication /appellate authorities and is of the opinion that the
matters will be decided in Company's favour.
11. Auditors:
The members will be appointing the Auditors for the next financial year
and to hold office from the conclusion of this Annual General Meeting
until the conclusion of next Annual General Meeting and fixing their
remuneration. The Company has received a Certificate from M/s. V. C.
Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of
the Companies Act, 1956 for being eligible for their reappointment.
12. Particulars of the employees:
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.
13. Appreciation:
The Directors place on record their appreciation of the excellent
contribution made by the employees of the Company at all levels.
For and on behalf of Board of Directors
A. Y. Fazalbhoy
Chairman
Place: Mapusa, Goa
Dated: 21st June, 2011
Mar 31, 2010
1. The Directors present herewith the Annual Report along with the
audited Accounts of the Company for the financial year ended 31 st
March, 2010i
2. Financial Results at a glance:
Rs. in Lacs Rs. in Lacs
2009-10 2008-09
Sales & Services 77.10 57.45
Other Income 145.90 285.58
223.00 343.03
Gross Operating Profit/(Loss) (12.00) (64.53)
Less: Interest - 0.23
Depreciation 19.59 19.62
19.59 19.85
Profit/(Loss) before Tax (31.59) (84.38)
Less: Provision for Taxation
Current Tax
Fringe Benefit Tax - 2.21
Profit/(Loss)afterTax (31.59) (86.59)
Less: Extraordinary Items - 562.71
Balance (31.59) 476.12
Add: Balance brought forward (2,512.83) (2,988.95)
Balance (Loss) carried to (2,544.42) (2,512.83)
Balance Sheet
3. Dividend:
In view of the operating cash loss made during the year and the
accumulated losses, the Directors do not recommend any dividend for the
financial year 2009-10.
4. Management Discussion and Analysis Report:
i) Financial Results
Sales during the year were Rs. 77.10 lacs compared to Rs. 57.45 lacs
during the previous financial year. The other income mainly consisted
of the profits from sale of assets; sale of scrap and sundry credit /
debit balances written back for both the years. During the year some of
the assets were sold and proportionate adjustment in the impairment
loss provided in the earlier years was made and the balance provision
of impairment loss of Rs. 518.82 lacs is being carried forward.
After taking into account the Other Income the loss for year was Rs.
31.59 lacs as compared to Rs. 86.59 lacs during the previous year.
ii) Operations & Restructuring
The initiatives taken by the Company in restructuring of operations of
business particularly with focus on Food Business are showing signs of
improvement. Food procesdrig in general is a promising business and the
strategies being followed by the Company are for steady development of
this business. As a part of financial restructuring Amalgamation of
whoHy owned Subsidiary GoKhatak Enterprises Ltd. has been completed.
Some of the old issues like settlement of redemption of Preference
Shares etc. will hopefully be resolved during the next couple of years
and the restructuring will thus be à completed.
iii) Risks and Concerns
The development of the business will require new funds and management
in order to take advantage of opportunities and minimise the risks of
competition!
iv) Internal Control and Systems
The Company has maintained a core staff to complete the outstanding
financial and restructuring issues. The system of internal control is
oriented to review the risks, control measures, maintenance of proper
accounting records and reliability of information and data.
5. Corporate Governance:
The Company has complied with the Corporate Governance requirements as
per the Listing Agreement. Report on compliance with Corporate
Governance and certificate from Auditors are given as Annexure -I to
this Report.
6. Conservation of Energy:
Conservation of Energy, Technology Absorption & , Foreign Exchange
Earnings and Outgo:
The details required under the Companies (Disclosure of particulars in
the Report of Directors) Rules, 1988 are given in Annexure -II to this
Report.
7. Fixed Deposits:
The Company did not accept any fixed deposits during the year.
There were 64 nos. of fixed deposits amounting to Rs. 10.83 lacs which
remained unclaimed as of 31st March, 2010. In respect of unclaimed
deposits and interest the Company has created Liquid Asset by
transferring the equivalent amount to a separate Bank Account. The
unclaimed deposits and interest are being paid out of the said
BankAccount.
8. Directors:
In accordance with the provisions of the Companies Act, 1956 and
Article 134 of the Articles of Association of the Company, Shri A. Y.
Fazalbhoy and Shri S.V. Muzumdar retire by rotation and are eligible
for re-appointment. The resolutions pertaining to their re-appointment
are put for your approval.
9. Directors Responsibility Statements:
The Board of Directors of the Company confirm:
i. that in the preparation of the annual accounts the applicable
accounting standards have been followed and there has been no material
departure;
ii. that the selected accounting policies were applied consistently and
the Directors made judgements and estimates 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, 2010 and of the loss of the Company for the
year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
10. Qualifications In the Auditors Report:
There are no qualifications in the Auditors Report regarding audited
Accounts for the year ended March 31,2010.
The Auditors have made certain comments and observations in their
report in respect of non- payment of undisputed and disputed statutory
dues. In respect of these matters we have to state and clarify as
under:
a) In respect of Sales Tax, VAT, the Company will be able to make the
payments during the current year. In respect of Gratuity the Company
had fully funded the liability in respect of continuing employees and
in respect of ex-employees and employees transferred to other associate
Companies, the Company is making the payments directly as mentioned in
Note No. 5 of Notes to Accounts.
b) As regards various disputed statutory liabilities stated as
Contingent Liabilities the Company has submitted its appeals before
adjudication /appellate authorities and is of the opinion that the
matters will be decided in Companys favour.
11. Merger of GEL with the Company:
GoKhatak Enterprises Ltd., (GEL), which was a wholly owned subsidiary
of the Company had to discontinue its operations due to withdrawal of
Konica Minolta from photographic business as its business was that of
running of Konica Photo Expressoutlets.
The Company had submitted its applications and filed Petitions under
the provisions of Section 391 to 394 of the Company Act, 1956 for the
merger of GEL, with the Company. The Amalgamation Scheme submitted to
the High Court of Bombay, at Goa has been approved by the Honble High
Court as per its Orders passed on 6th August, 201b. The Audited
Accounts for the financial year ended March 31,2010 are therefore
reflecting the financial position of the Company after giving effect to
the merger of GEL with Phil Corporation Limited.
12. Voluntary Delisting of shares on NSE:
The Company had submitted application for voluntary delisting of its
Equity Shares on NSE as a measure of economy under delisting
guidelines. The members of the Company had also approved the voluntary
delisting as per the Resolution passed at the 26th Annual General
Meeting held on 25th September, 2009. The Company has received approval
from NSE for delisting of Equity Shares on NSE. The listing of
Companys Securities on the Bombay Stock Exchange Ltd. will be
continued.
13. Auditors:
The members will be appointing the Auditors for the next financial year
and to hold office from the conclusion of this Annual General Meeting
until the conclusion of next Annual General Meeting and fixing their
remuneration. The Company has received a Certificate from M/s. V. C.
Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of
the Companies Act, 1956 for being eligible fortheir reappointment.
14. Particulars of the employees:
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee drawing remuneration in excess of the sums prescribed.
15. Appreciation:
The Directors place on record their appreciation of the excellent
contribution made by the employees of the Company at all levels.
For and on behalf of Board of Directors
A. Y. Fazalbhoy
Chairman
Place: Mumbai
Dated .August 31, 2010