DIRECTORS' REPORT TO, THE MEMBERS, Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Dividend To implement the plans and to expand the business activities, your Directors do not recommend any dividend 3. Reserves The amounts, if any, which the Board proposes to carry to any reserves is to be given. 4. Brief description of the Company's working during the year/State of Company's affair If there is more than one division, division wise working details are required to be given. Besides, working details of current years and future prospects of the company's working have also to be given. A statement justifying the reasons for improvement/depressed results in comparison of the previous year is also required to be given. 5. Change in the nature of business, if any There were no changes in the nature of business of the Company. 6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. 7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There were no material changes. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. (Applicable to Listed Company) The company has identified and documented all key financial controls which impact the financial statements, as part of its standing operating procedures (SOPs). The SOPs are designed for all critical processes across office where financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to process owner. The financial controls are tested for effectiveness through management ongoing monitoring and review and independently by the internal audit. In our view the internal financial controls, effecting financial statements are adequate and operating effectively. 9. Details of Subsidiary Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries companies during the year. 11. Deposits The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, no disclosures are required in this regard by the Company. 12. Statutory Auditors The Auditors M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, New Delhi, were appointed as Statutory Auditors for a period of 3 years from financial year 2014 to financial year 2017 at the Annual General Meeting (AGM) held on September 30, 2014. However in terms of provisions of provision of Section 139 (1) of Companies Act, 2013 and rules made thereunder, the appointment of Auditors is required to be rectified by the Members of the Company at every Annual General Meeting. The Company has received a letter from auditor confirming that they are eligible for re-appointment as auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013. Based on the recommendations of the Audit Committee and as per the provision of Section 139(1) of the Companies Act, 2013 and the Board of Directors of your Company proposes to retify the appointment of M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, as Statutory Auditors of the Company for the financial year ending 2016. 13. Auditors' Report The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. 14. Share Capital A) Issue of equity shares with differential rights The Company has not issued any Equity Shares during the year under review. B) Issue of sweat equity shares The Company has not issued any Sweat Equity Shares during the year under review. C) Issue of employee stock options As the Company has not issued any Employee Stock Options during the year under review, hence there is nothing to disclose as required under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014. D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees As the Company has not made provision of money for purchase of its own shares by Employee or by trustee for the benefit of employees during the year under review, hence there is nothing required to disclose the details as required under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 E) Listing of Shares The Equity Shares of the Company are listed with Delhi Stock Exchange and Bombay Stock Exchange. The Delhi Stock Exchange are now non operational / de-recognised. The Securities & Exchange Board of India (SEBI) vide circular No.CIR/MRD/DSA/18/ 2014 dated 22nd May, 2014 read with circular No.CIR/ MRD/DSA/05/2015 dated 17th April, 2015, inter-alia, stated that the companies exclusively listed on the non-operational/de-recognized stock exchanges which fail to obtain listing in any other nationwide stock exchange will cease to be listed companies and will be moved to the dissemination board. However the Share of the Company is listed with Bombay Stock Exchange. 15. Extract of the annual return In accordance with the provisions of Section 134(3)(a) of Companies Act,2013, and rules made there under an extract of the annual return in prescribed format is appended as Annexure to the Board's report 16. Conservation of energy, technology absorption and foreign exchange earnings and outgo a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved. b) No specific investment has been made in reduction in energy consumption. c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately. d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise 18. Directors: A) Appointment / Re-Appointment of Directors Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the provision of Articles of Association of the Company, Mr. P M Alexander (DIN-00050022) Director of the Company, is liable to retire by rotation and being eligible offers himself for re-appointment. B) Changes in Directors and Key Managerial Personnel There were no changes in Directors during the year under review. C) Declaration by an Independent Director(s) and re- appointment, if any The Independent Director(s) have submitted to the Board that they fulfil all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and relevant rules. D) Formal Annual Evaluation Pursuant to the provisions of the Companies Act, 2013 the Board is required to carry out the annual evaluation of its own performance and that of its committees and Individual Directors. Then Nomination and Remuneration Committees of the Board is also required to carry out evaluation of every Director's performance. Accordingly your company has carried out the Performance Evaluation as required during the year under review. For annual performance evolution of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the company has formulated a questionnaire to assist in evaluation of the performance. The tool takes the form of a series of assertion/question which should be awarded a rating on a scale of 1 to 5 by all the individual Directors. Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the response to the questionnaire, a formal annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors 19. Number of meetings of the Board of Directors The Board of your Company met 5 times during the financial year ended 31.03.2015, the details of which are given in the Corporate Governance Report that forms a part of this Annual Report. The intervening gap between two board meetings was within the period prescribed under Companies Act, 2013. 20. Disclosure of Composition of Audit Committee The Audit Committee consists of the following members :- Mr. Arun Kumar Sinha Chairman Mr. Narender Kumar Makkar Member Mr. P M Alexander Member All members of the Audit Committee possess strong knowledge of accounting and financial management. The Internal Auditor and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The committee met four times during the year. The Board has accepted all recommendations of the Audit Committee made from time to time. 21. Nomination and Remuneration Committee The Board has on the recommendation of the Nomination & Remuneration Committee laid down a Nomination & Remuneration policy for selection and appointment of the Directors, Key Managerial Personal and Senior Management and their remuneration The composition of an Nomination and Remuneration Committee comprises following members :- Mr. Arun Kumar Sinha Chairman Mr. Narender Kumar Makkar Member Mr. P M Alexander Member 22) Particulars of loans, guarantees or investments under section 186 Loan to its Subsidiaries Company and investment by loan in the shares of parent company are as follow: 23. Particulars of contracts or arrangements with related parties: No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have an potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company 24. Managerial Remuneration: The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs per year during the financial year 2014-15 25. Secretarial Audit Report As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. Secretarial Audit: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mrs. Ritu Aggarwal, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B" 26. Corporate Governance A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed as "Annexure. 27. Risk management policy Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the companyA statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. 28. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 29. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board PHOENIX INTERNATIONAL LIMITED Narender Makkar Director & Company Secretary P.M. Alexander Director DIN-00026857 DIN-00050022 Place: New Delhi Date: 12.08.2015 |