To,
The Members,
Phoenix Township Limited
Your Directors have pleasure in presenting their 3 0th
Annual Report together with Audited Financial Statements of the Company for the Financial
Year ended 31" March, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
Thehighlightsofthefinancialresultsaregivenhelow: . .
(KS. Ill L2KilS)
| 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 31" 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
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. No amounts were outstanding which were classified as Deposit under
the applicable provisions of the Companies Act, 2013 as on the balance sheet date.
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 31" 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
"March, 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, 31"
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.
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
"Annexure A" 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<h
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" Annual General Meeting up to the conclusion of 34" 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
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, 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
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 he mentioned in this Report.
15. DIRECTORS & KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
• 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.
• 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 26* 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.
• Dr. Prafulla Raj aram Hede, has resigned from the post of the
Chairperson and Director of the company w.e.f 27th June, 2022 due to his
unavoidable health issues.
• Mrs. Richa Jain, Company Secretary had resigned from the post of
Company Secretary & Compliance Officer of the Company w.e.f 26"* 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 02?"
November, 2022 but due to personal reason she resignedw.e.f 31stMarch,2023.
• 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 14th August, 2023.
• Mr. Puspraj Ramshila Pandey had resigned from the post of Chief
Financial Officer of the company w.e.f 13* 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. 02"iNovember, 2022.
• Mr. Ajit Warty, an Independent Director of the Company is no
longer with the Company because of his sad demise on 03rd March, 2023 and
cesses from the office of directorship with immediate effect.
B) Declaration by Independent Director(s)
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
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
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 "
Annexure - C" 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 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
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 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
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as "Annexure - D".
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:
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.
26. POLICIES:
All the policies are available on the website of the Company
i.e www.hbgindia.com.
27. 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.
28. 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 31st 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 31" March, 2023 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.
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
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.
31. 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 ofWomen at Workplace (Prevention, Prohibition and
Redressall 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 year
2022-2023, are as follows:-
• Number of complaints on sexual harassment received during the
year: NIL
¦ Number of complaints disposed off during the year: N. A.
• Number of cases pending for more than 90 days: N. A.
• N ature of action taken by the Employer: N. A.
• 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.
