phoenix international ltd Directors report

The Standalone & Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2023, are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations"]. (Amount in Rs/Lacs)

In the view of the future requirements of the funds of the company. Your directors do not recommend any dividend for the year ended March 31, 2023.

The Board of Directors has decided to retain the entire amount of profits for F.Y. 2022-23 in P&L account.

During the year under review that On Standalone basis, revenue of the company has increased from Rs 2710.56 lacs in the previous financial year to Rs 3301.07 lacs in the current financial year. Profit after tax for the year was Rs. 229.22lacs as compared to Rs 206.88 lacs in previous financial year. On Consolidated basis: Revenue from operations of the company has increased from Rs 2710.56 lacs in the previous financial year to Rs 3307.43 lacs in the current financial year. Profit after tax for the year was Rs. 215.53 lacs as compared to Rs 191.89 in the previous financial year.

During the year under review, there was no change in the nature of business of the Company.

In Compliance with the provisions of Sections 177 and 188 of The Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company have taken necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2022-23 with related parties, as defined under The Companies Act and SEBI (LODR) Regulations were in the ordinary course of business and on arms length basis. During the year under review, your Company had entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related

Party Transactions and which are within the limits as approved by the members in the 35^th Annual General Meeting. None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Companys operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of the Annual Report. All transactions which were entered into during the Financial Year 2022-23 were on arms length basis and in the ordinary course of business. The details of such transactions are given in The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies Account) Rules,2014 as set out as Annexure-2 to this report

There are no material changes and commitments which have occurred between the end of the financial year of the company to which the financial statement relates and the date of the report, which may affect the financial position of the company.

There were no significant and material orders passed by any Regulators or Courts or Tribunals which may impact the going concern status and company operation in future.

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.

10. Details of Subsidiary Companies.

Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries companies. There are no associate companies or joint venture companies as per the Companies Act, 2013.

11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Your company have two subsidiaries company. Further the company do not have any associate company. A statement containing the salient features of the financial statements of the subsidiary companies is attached herewith as ANNEXURE-1, forming part of this report.

12. Deposits

The Company has neither invited nor accepted any deposits from the public falling in the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the period under review. Accordingly, no disclosures are required in this regard by the Company.

13. Auditors and Auditors Report

I. Statutory Auditor: -

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee as specified under section 143(12) of the Act, during the year under review.

II. Secretarial Auditor: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013, company has conducted Secretarial Audit for the year 2022-23 by a peer reviewed Practicing Company Secretary firm M/s. Indu Sisodia & Co, Company Secretaries. Their appointment was approved in Board meeting held on 14^th February, 2023. Company has obtained Secretarial Audit Report for the Year 2022-23 in form MR-3 and the response to their comment is enclosed as Annexure-7 to this report.

III. Cost Auditor

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2022-23.

14. Confirmation on Nil Fraud, Misfeasance or any Irregularity in the Company.

As required under Section 143(12) of Companies Act 2013, we wish to report that during the year there is no reported case of fraud, misfeasance or any other irregularity in the Company.

15. 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 the 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

D) Listing of Shares

The Equity Shares of the Company is listed with BSE Limited.

16. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the company (Form MGT-7) is available on the website of the Company i.e. www.phoenixindia.com .

17. Conservation of energy, technology absorption and foreign exchange earnings and out go

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the ‘Annexure–3, which is annexed hereto and forms a part of the Boards Report. Foreign exchange earnings and Outgo:

18. Board of Directors ("Board")

(i) Number of meetings

The Board met 4 times during the year under review. The details of such meetings are disclosed in the Corporate Governance Report forming part of this Annual Report. The maximum gap between any two consecutive meetings was less than 120 (one hundred and twenty) days, as stipulated under Section 173(1) of the Act and Regulation 17(2) of the SEBI (LODR) Regulations 2015 and the Secretarial Standards issued by Institute of Company Secretaries of India.

(ii) Appointment/Re-Appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and provision of the Articles of Association of the Company, Mr. Narender Kumar Makkar (DIN-00026857) Director of the Company, is liable to retire by rotation and being eligible offers himself for reappointment. The disclosures required pursuant to Regulation 36 of the SEBI (LODR) Regulations 2015 are given in the Notice of the AGM, forming part of the Annual Report. Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

(iii) Independent Directors

In terms of Section 149 of the Act, Mr. Jitendra Kumar Pancharia, Mrs. Pushpa Joshi and Mr. Narendra Aggarwal are the Independent Directors of the Company.

(iv) Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015. Based on the declarations received from the Directors, the Board confirms that the Independent Directors fulfill the conditions as specified under Schedule V of the SEBI (LODR) Regulations 2015 and are independent of the management. Independent Director have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (LODR) Regulations 2015.

(v) Board evaluation

The Company has devised a framework for performance evaluation of Board, its committees and individual directors in terms of the provisions of the Act, the SEBI (LODR) Regulations 2015 and the Nomination Policy of the Company. During the year under review, the Board carried out the evaluation of its own performance and that of its committees and the individual directors. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The evaluation process consisted of structured questionnaires covering various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc.

Further, pursuant to the applicable provisions of the Act, the performance evaluation criteria for the Independent Directors are disclosed in the Corporate Governance Report forming part of this Annual Report.

19. Key Managerial Personnel

The following Directors/Executives continued as KMPs of the Company during Fiscal 2023:

20. Committees of the Board

(i) Audit Committee

Your Company has a duly constituted audit committee, with its composition, quorum, powers, role and scope in accordance with Section 177 of the Act and Regulation 18 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the Audit Committee along with the dates of meeting and the Terms of Reference of the Committee, is disclosed in the Corporate Governance Report forming part of this Annual Report. For the year under review, all the recommendations made by the Audit Committee to the Board, were duly accepted by the Board. The Board has, on recommendation of its audit committee, duly adopted a Vigil Mechanism/ Whistle Blower Policy and the details of which are provided in the Corporate Governance Report forming part of this Annual Report. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairperson of the audit committee is provided to them.

(ii) Nomination and Remuneration Committee ("NRC")

Your Company has a duly constituted NRC, with its composition, quorum, powers, role and scope in accordance with Section 178 of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the NRC along-with the dates of meeting and the terms of reference of the committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

Nomination Policy and Executive Remuneration Policy/ Philosophy: -In terms of Section 178 of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015, the Board of your Company had, on recommendation of the NRC, adopted a Nomination Policy, which inter alia enumerates the Companys policy on appointment of directors, KMP and senior management. Further, the Board has, on recommendation of NRC, also adopted a policy entailing Executive Remuneration Philosophy, which covers remuneration philosophy covering the directors, KMP, senior management and other employees of the Company. Salient features of the aforesaid policies are as under:

(a) Nomination Policy: The Nomination Policy is enacted mainly to deal with the following matters, falling within the scope of the NRC:

• To institute processes which enable the identification of individuals who are qualified to become directors and who may be appointed as key managerial personnel and/or in senior management and recommend to the Board of Directors their appointment and removal from time to time;

• To devise a policy on board diversity;

• To review and implement the succession and development plans for managing director, executive directors and officers forming part of senior management;

• To formulate the criteria for determining qualifications, positive attributes and independence of directors;

• To establish evaluation criteria of board, its committees and each director.

(iii) Risk Management Committee ("RMC")

Your Company has a duly constituted RMC, which is inter alia entrusted with the responsibility of monitoring and reviewing the risk management plan and the cyber security of the Company and such other functions as may be delegated by the Board from time to time. The composition, quorum, powers, role and scope of the RMC are in accordance with the applicable provisions of the Act and Regulation 21 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the RMC along with the dates of meeting and the terms of reference of the committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

Risk Management Policy

Your Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI (LODR) Regulations 2015, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company. The policy is reviewed periodically by the RMC, along with the key risks and related mitigation plans. More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis. Further, in view of the ever-increasing size and complexity of the business operations, your Company is exposed to various risks emanating from frauds. Accordingly, the Board has, on recommendation of the Audit Committee, also adopted an Anti-Fraud Policy and a Whistle Blower Policy, to put in place, a system for detecting and/or preventing and/or deterring and/or controlling the occurrence of frauds.

(iv) Corporate Social Responsibility Committee ("CSR committee")

The provisions of the Section 135 of The Companies Act, 2013 are not applicable on your company.

(v) Stakeholders Relationship Committee ("SRC")

Your Company has a duly constituted SRC, with its composition, quorum, powers, role and scope in accordance with in accordance with Section 178 of the Act and Regulation 20 of the SEBI (LODR) Regulations 2015. Details regarding the composition, quorum, powers, role and scope of the SRC along with the dates of meeting are disclosed in the Corporate Governance Report forming part of this Annual Report. The Committee specifically looks into interest of shareholders, debenture holders and other security holders. It periodically reviews the status of shareholder grievances and redressal of the same. Mr. Jitender Kumar Panchria, Independent Director of the Company, is responsible for the redressal of grievances of the shareholders, debenture holders and other security holders.

21. Number of meetings of the Board of Directors

The Board of your Company met 4 times during the financial year ended 31.03.2023, the details of which are given in the Corporate Governance Report that forms the part of this Annual Report.

22. Particulars of loans, guarantees or investments under section 186

The details of Loans, Guarantees or Investments made by the company during the year, are in compliance with the Section 186 of The Companies Act, 2013. Further, the details of the loan, guarantee and Investment are given in the accompanying financial statements of the company and are not specifically mentioned here for the sake of brevity.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure -5.

Further, none of the employees of the company were in receipt of remuneration of more than Rs.120 lakhs during the year or Rs.8.50 lakhs per month during any part of the said year.

24. Corporate Governance

A separate section on Corporate Governance forming part of the Board Report along with the Certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated in Regulation 34 of the SEBI (LODR) Regulations 2015 is included in the Annual Report

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. Listing

The Equity Shares of the Company are listed on the BSE Limited. This stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 has been paid to the BSE Limited.

27. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board to the best of their knowledge and ability, confirm 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.

28. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

29. Internal Financial Control Systems and Adequacy

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results