Phoenix International Ltd Management Discussions

The Indian Footwear Industry has demonstrated exponential growth and continues to take advantage of the favourable current economic climate to further leverage growth opportunities. The Government has acted as an important catalyst in bringing greater investment to this sector and has granted fiscal relief and incentives to augment production and exports. Innovation continues to be the focal point in your Companys manufacturing, sales, marketing and various brand-building efforts. The company has manufacturing facility of shoes uppers at Chennai and achieved a turnover of Rs.3825.80 Lacs during the current year as compared to Rs. 3939.28 Lacs during the previous year.

Your Company is always striving to create a favourable work environment with the available resources at its command and is doing its best to retain the available talents within the company.

The Company is having expertise in the product line in which it has been operating. The Company in the past was a continuously profit earning and dividend paying Company. Your company is well aware of the opportunities, threats and risks involved in the business and it takes every effort to convert the threats and risks into opportunities.

Your Company annually reviews "risk maps" to help identify potential business threats. The capability of these risk mitigation plans, developed to redress identified threats, is honed to protect the interests of all Shareholders. Crisis management plans are well documented. The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized and reported correctly.

(11) General Shareholder Information

Listing on Stock Exchanges:

The shares of the Company are listed on the following stock exchanges:

The Company has paid Annual Listing Fees for the Financial Year 2017-2018 to Stock Exchanges.

(d) Stock Exchange Code at BSE : 526481

Stock Market Data: Highest & Lowest during each month in last financial year from April, 2016 to March, 2017 on Bombay Stock Exchange.

(d) Share Transfer System:

The Company has out sourced share transfer function to M/s Mas Services Limited, which is registered with SEBI as a Category-I

Registrar and Transfer Agent.

Share Transfer Process : The shares in physical form for transfer should be lodged at the office of the Companys Registrar and Share Transfer Agent, or at the Registered Office of the Company. The transfers are processed within 10 days from the date of receipt of such request for transfer, if technically found to be in order and complete in all respects. As per directives issued by SEBI it is compulsory to trade in securities of any Companys equity shares in dematerialized form.

(e) Dematerialization of Shares:

The process of conversion of shares from physical form to electronic form is known as dematerialisation. For dematerializing the shares, the shareholders should open a demat account with a Depository Participant (DP). He/She is required to submit a Demat Request Form duly filled up along with the share certificates to his/her DP. The DP will allocate a demat request number and shall forward the request physically as well as electronically, through NSDL/CDSL, to the Registrar and Share Transfer Agent. On receipt of the demat request both physically and electronically and after verification, the shares are dematerialised and an electronic credit of shares is given in the account of the shareholder. The Company has entered into agreement with NSDL and CDSL for the purpose. The Company ISIN No. is

INE245B01011.

(i) Distribution of Shareholding as on 31st March, 2017

(g) (ii) Shareholding Pattern as on 31st March, 2017

Dematerialisation of shares :

(h) Registrar and Transfer Agent

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

Nil

(i) Plant Location

Phoenix International Ltd.

No77/70A, Thiruneermalai Main Road, Nagalkeni, Chromepet, Chennai, Tamilnadu India Pin - 600044

(j) Address for Correspondence

(k) Reconciliation of Share Capital

As stipulated by SEBI, a qualified Practising Company Secretary carries out audit of Reconciliation of Share Capital to reconcile the total admitted, issued and listed capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and Stock Exchanges.

(l) Details of mandatory requirement of Listing Regulations

NON MANDATORY REQUIREMENT

Non Mandatory Requirements will be implemented by the Company as and when required and/or deemed necessary by the Board.

This Corporate Governance Report of the Company is in compliance with the requirements of the SEBI Listing Regulations.