phoenix lamps ltd Directors report

To the Members,

Your Directors are pleased to present the Twenty-Fifth Annual Report on the business and the audited accounts for the financial year ended 31^st March, 2016, together with the Independent Auditors’ Report.

1. FINANCIAL SUMMARY

Standalone Financial Summary and performance highlights of your Company, for the financial year ended March 31^st, 2016 are as follows:

PARTICULARS	Year ended 31.03.2016	Year ended 31.03.2015
Gross Income	24,496.78	26,328.34
Profit before Interest, Depreciation & Tax	4,199.01	4,683.33
Depreciation and amortization	586.83	628.79
Interest	339.51	420.18
Profit/ (Loss) from Operations before Exceptional Items	3,272.67	3,634.36
Exceptional Items-Provision for Diminution in Value of Investment in Luxlite	1,995.36
Provision for Tax	1,135.95	886.59
Profit/ (Loss) After Tax	141.36	2,74777
Balance of Profit / (Loss) brought forward	7,186.12	5,754.35
Amount available for appropriation	7,327.48	8,502.12
Transfer of Profits to General Reserve	-	-
Transfer of Profits to Capital Redemption Reserve	-	1,316.00
Balance of Profit carried forward to next year	7,327.48	7186.12

RESERVES AND SURPLUS

PARTICULARS	Year ended 31.03.2016	Year ended 31.03.2015
Securities premium account	3,733.86	3,733.86
Capital subsidy	40.00	40.00
Capital redemption reserve	2,937.00	2,93700
General reserve	925.22	925.22
Surplus in the Statement of profit and loss
Credit balance as per the last financial statements	7,186.12	5,754.35
Add: Net profit/(loss) after tax transferred from Statement of profit and loss	141.36	2,74777
Less: Profit & Loss appropriation	-	(1,316.00)
Net surplus in the Statement of profit and loss	7,327.48	7186.12
Total	14,963.56	14,822.20

DIVIDEND

Considering significant contingent liabilities in the books and capital expenditure plan for the year, your Directors have not recommended any dividend for the financial year 2015-16. However, the minority shareholders of Phoenix Lamps Limited will be entitled to final dividend, if any, declared by its Holding Company (Suprajit Engineering Limited) subject to requisite approvals upon amalgamation of your Company with the Holding Company.

FINANCIAL AND OPERATIONAL PERFORMANCE:

Your Company is the market leader in automotive halogen lamps in India with significant share of business of Indian automotive OE Market, aftermarket and exports. Post acquisition by Suprajit Engineering Limited, the Management teams of both Suprajit and Phoenix have worked together to overhaul operations of your Company. Significant efforts were jointly infused to improve, rationalize and optimize the operational efficiency through improved plant operations, employee engagement and customer management. Considering aging plant and equipment, the new Management has decided to put together a capital expenditure plan of Rs. 3,000 Lakhs, to improve process quality & productivity, which will be completed by December, 2016. Due to challenges in the quality, certain customer confidence was lost leading to certain revenue loss both in the domestic and export markets. With the combined efforts of Phoenix and Suprajit Managements, post acquisition, the confidence was restored with the customers, improvements were made in the product quality and some of the lost businesses were regained. Your Company recorded a standalone Gross Income of Rs. 24,496.78 Lakhs during the year 2015-16 as against Rs. 26,328.34 Lakhs during the year 2014-15, recording a degrowth of 7%. The standalone Profit After Tax was Rs.141.36 Lakhs during the year 2015-16 as against the Profit After Tax of Rs. 2,74777 Lakhs during the year 2014-15, recording a de-growth of 95%.The reason for de-growth is largely due to provision for diminution in value of investment of Rs.1,995.36 Lakhs (Previous year: Nil).

The consolidated income was Rs. 34,745.70 Lakhs for the year 2015-16 against Rs. 38,311.85 Lakhs for the year 2014-15, recording a de-growth of 9%. The consolidated Profit after Tax was Rs. 2,290.28 Lakhs during the year 2015-16 as against Rs.1,95725 Lakhs during the year 2014-15, a growth of 17 %. Due to certain earlier loss of business with its customers, cross currency effects and quality related issues, your Company’s performance was affected during the year. Operational focus was brought in by the new management, ‘Q Initiative’ was launched to engage employees at various levels to improve quality and customer contacts were increased to regain the lost confidence.

CURRENTYEAR:

All efforts are relentlessly being focused to regain customer confidence back, to improve the operational efficiency, increase supply chain effectiveness, regroup marketing strategy and focus on every sector of the business. The much needed operational focus is given to the business to align all stakeholders on quality and customer satisfaction. With close interaction with the Management team at Suprajit, your Company has been able to reestablish operational and quality efficiencies to a good extent. Certain lost customers have been recaptured. It is expected that new capital expenditure already in place and ongoing will improve quality and cost efficiencies. Your Company will continue to make inroads into newer customers to gain the confidence to increase the share of business.

SHIFTING OF THE REGISTERED OFFICE:

Based on the approval from the Shareholders, Registered Office of your Company is being shifted from Noida to Bangalore, headquarters of Suprajit, in an effort to focus and consolidate the corporate structure and with a view to rationalize various input efforts, manage regulatory, tax and other statutory compliances better. This will also improve cost efficiencies in various ways. The contingent tax liabilities are being addressed at various regulatory levels and this will take time to resolve. Your Company will make every effort to address these issues.

2. STATE OF THE COMPANY‘S AFFAIRS AND MATERIAL CHANGES AND COMMITMENTS ACQUISITION:

During the year, Suprajit Engineering Limited, a leading listed auto component manufacturer, acquired 61.93% of the equity in the share capital of your Company. Suprajit initially acquired 1,42,89,843 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 12,71796 Lakhs amounting to 51% from Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius. In accordance with the prevailing legal requirements, an Open Offer was made to the Public Shareholders of the Company to acquire additional 26% out of which 15,021 shares were tendered to @ Rs. 100/- per share aggregating to Rs. 15.02 Lakhs. Suprajit further acquired the balance 30,47312 Equity Shares of Rs. 10/- each at a consideration @Rs.89/- per

share aggregating to Rs. 2,712 Lakhs, amounting to 10.88% stake from Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius and completed the transaction in line with Share Purchase Agreement signed on 6th May, 2015. With this, your Company has become a subsidiary of Suprajit Engineering Limited.

MERGER WITH SUPRAJIT ENGINEERING LIMITED:

On 18^th April 2016, your Company and Suprajit Engineering Limited, in separate meetings of their respective Audit Committees and Board of Directors, announced the merger of your Company with Suprajit Engineering Limited(Suprajit), subject to necessary regulatory and shareholders’ approvals. The Share Exchange Ratio has been based on the SEBI approved guidelines of price determination based on which, Boards of both companies have set the merger ratio at 4 shares of (Re.1/- each) in Suprajit for every 5 shares of (Rs. 10/- each) in Phoenix Lamps Limited(Phoenix).

The merger price of Phoenix at Rs.110/- based on closing price of Suprajit on 13th April, 2016 on NSE, represents the premium of 23.50% on Rs. 89/- per one Equity Share of Rs. 10/- of Phoenix Lamps Limited, paid by Suprajit to acquire Phoenix, 10% premium to the Open Offer price of Rs.100/- and 10% premium on the 6 months average price of Phoenix. Boards of Phoenix and Suprajit have recommended the approval of the merger to their respective shareholders subject to all statutory approvals. Both Suprajit, which holds 61.93% of Phoenix shares and Promoter group of Suprajit, which holds 4737% of Suprajit, have irrevocably agreed to vote in favor of merger. Your Board feels that the merger of Phoenix with Suprajit will bring significant strengths with stronger balance sheet, along with excellent customer reach. It will enhance cost efficiencies at various levels, better global footprint and management bandwidth. This will also help in managing regulatory compliances and tax matters. Phoenix is a strong brand in the market and will be continued. Your Directors believe that this is a win-win situation for both Phoenix Lamps Limited and Suprajit Engineering Limited and recommend the merger to the shareholders.

3. POSTAL BALLOT RESULTS

During the year, the Company passed the following Resolutions through Postal Ballot:

Resolutions	Votes Cast in Favor No. of Votes	%	Votes Cast Against No. of Votes	%	Date of declaration of Results
Shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Karnataka	17368469	99.99	03	0.001	1^st February, 2016
Alteration of situation Clause of the Memorandum of Association	17368347	99.99	25	0.001	1^st February, 2016
Alteration of the Articles of Association of the Company	17368372	100.00	Nil	Nil	1^st February, 2016

The Company has successfully completed the process of obtaining approval of its shareholders for resolutions on the items detailed above vide postal Ballot.

Mr. Vijayakrishna K.T, a Practising Company Secretary, Bangalore was appointed as the Scrutinizer for carrying out Postal Ballot Voting Process in a fair and transparent manner.

4. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31,2016.

Post acquisition of majority shareholding by Suprajit Engineering Limited, Mr. K. Ajith Kumar Rai was appointed Chairman of the Company. Mr. Ian Williamson and Mr. Suresh Shetty were inducted in to the Board as Independent Directors. Ms. Sunita Mathur continued as an Independent Director.

Mr. N.S.Mohan was appointed as Director and Chief Executive Officer of the Company.

Mr. Padmanabh P Vora, Mr. Gurdeep Singh, Mr Shomik P Mukherjee, Mr.Ganapati Rathnam, Directors of the Company before the acquisition of your Company by Suprajit, resigned and made way for the new Directors.

Mr. Pranay D Gandhi, the then Managing Director of the Company resigned during the year.

Your Directors place on record appreciation for the services rendered by all these Directors for their valuable support and guidance to the Company during the tenure of their office.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31^st March, 2016, your Company had only two Wholly Owned Subsidiaries - Luxlite Lamps S.a.r.l. (Luxembourg) and Trifa Lamps Germany GmbH (Germany). During the year, your Company has purchased 83% of Trifa shares held by Luxlite Lamps to make Trifa Lamps a 100% Wholly Owned subsidiary of your Company. International Lamps Holding Company SA,(ILHC) was merged with Luxlite to make Luxlite, a Wholly Owned Subsidiary of your Company. Your Directors’ believe that the current structure of 100% ownership of these two subsidiaries will pave way for much better ownership structure, improved organizational efficiencies, reduced compliances and focused operational performance.

Mr.Frank Klinkert continues to be Managing Director at Luxlite Lamps S.a.r.L and Ms. Mary Gentzsch continues to be Managing Director at Trifa Lamps. The Shareholders may be aware that during the previous ownership, the Company had invested in these companies. In line with the prudent and conservative management approach by new Board of Directors, the investment value in Luxlite Lamps was reviewed by your Directors and a provision has been made in the books of accounts for diminution in value of investments amounting to Rs. 1995.36 Lakhs. This is shown as an exceptional expense. Both ownership restructuring in Luxlite and Trifa, and diminution in investment are reflected appropriately at the subsidiary and the Holding Company accounts.

The total revenue of Luxlite Lamps S.a.r.l. was Rs. 9,319.30 Lakhs (Euro 128.88 Lakhs) for the year 2015-16 against Rs. 9,130.76 Lakhs (Euro 11786 Lakhs) for the year 2014-

15, an increase of 2%. The Loss was Rs.294.26 Lakhs (Euro 4.07 Lakhs) for the year 2015-16 against the loss of Rs. 753.36 Lakhs (Euro 9.72 Lakhs) for the year 2014-15. The Profit Before Tax after exceptional items was Rs. 2,378.66 Lakhs (Euro 32.90 Lakhs) for the year 2015-16 against Loss of Rs. 1,359.24 Lakhs (Euro 1755 Lakhs) for the year 2014-15. Profit before Tax for the year 2015-16 includes Profit on Sale of Investment in Trifa of Rs. 3,043.35 Lakhs ( Euro 42.09 Lakhs).

The Total Revenue of Trifa Lamps Germany GmbH was Rs.11,687.24 Lakhs (Euro161.63 Lakhs) for the year 201516 against Rs. 14,691.68 Lakhs (Euro 189.64 Lakhs) for the year 2014-15, a decrease of 20%. The EBIDTA was Rs. 831.61 Lakhs (Euro 11.50 Lakhs) for the year 2015-16 against Rs. 46739 Lakhs (Euro 6.03 Lakhs) for the year 2014-15 an increase of 78%. The Profit before Tax was Rs. 66728 Lakhs (Euro 9.23 Lakhs) for the year 2015-16 against Rs. 319.87 Lakhs (Euro 4.13 Lakhs) for the year 2014-15 an increase of 109%.

With the restructuring of subsidiaries and focused business development plan, your Directors expect the performance of the wholly owned subsidiaries to stabilize in the current year.

5. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-1)

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has entered into in following transactions pursuant to Section 186 of the Companies Act, 2013:

Name of the entity	Particulars of Loans, Guarantees or Investments	Amount (Rs. in Lakhs)
Trifa Lamps Germany, GmbH	Stand by letter of credit	1,126.43
Trifa Lamps Germany, GmbH	Acquisition of 25,000 shares of Trifa Lamps Germany Gmbh from Luxlite Lamps Sarl @ 166.448 EURO per Share	3,116.32
Trifa Lamps Germany, GmbH	Short Term loan of Euro One Million was granted on 09-11-2015 The Term Loan was repaid with interest on 09-02-2016 Outstanding Balance as on 31.03.2016	715.50 Nil

7 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions which were entered in to, during the financial year were in the ordinary course of business and were on arm’s length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock Exchanges under SEBI (LODR) Regulations, 2015.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company- www. phoenixlamps.co.in.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2).

8. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the financial year 2015-2016, seven (7) meetings of the Board of Directors were held on 14^th May, 2015, 22^nd May,

2015, 18^th June, 2015 at 4:00 p.m., 18^th June,2015 at 5:30

?. m., 9^th August, 2015, 7^th November, 2015 and 8^th February,

2016.

9. DIRECTORS‘ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have 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;

?. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be

followed by the Company and such internal financial control are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

10. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their report and by Secretarial Auditor, in his secretarial audit report.

11. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any, involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

12. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company’s internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

In terms of the definition of ‘Independent Director’ as prescribed under SEBI (LODR) Regulations 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based on the confirmation/disclosures received from following Independent Directors :- Following Directors were on the Board up to 18^th June, 2015 :

• Mr. Padmanabh P Vora( DIN- 00003192)

• Mr. Gurdeep Singh (DIN- 00036922)

• Mr. Ganapathi Rathnam (DIN-00171207)

• Ms. Sunita Mathur (DIN-00008923)

After 18^th June, 2015 following are on the Board

• Mr. Suresh Shetty (DIN-00316830)

• Mr. Ian Williamson (DIN-01805348)

• Ms. Sunita Mathur (DIN-00008923)

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013.

Your Company has adopted a Policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 (Annexure-3). The Policy on Terms of Appointment of Independent Directors as approved by the Board of Directors is uploaded on the website of the Company- www.phoenixlamps.co.in.

16. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee at its meeting held at November 11, 2015 and the Board of Directors at its meeting held on February 8, 2016 respectively, had laid down criteria for performance evaluation of Directors, Key Managerial Personnel (KMPs) and Board and its Committees as a whole. Further, self evaluation with respect to performance of the Committees was done by the Committees and then recommended to the Board for further evaluation. The Board of Directors in its meeting held on February 8, 2016 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE In compliance with Section 135 of the Companies Act, 2013 read with the rules made there under, the Company has formed Corporate Social Responsibility (CSR) Committee. The Annual Report on CSR Activities forms part of this Report as (Annexure-4). The Policy on Corporate Social Responsibility as approved by the Board of Directors is uploaded on the website of the Company- www. phoenixlamps.co.in.

The composition of the Corporate Social Responsibility Committee is as under:

Name of Members	DIN	Composition of the CSR Committee
Mr. K. Ajith Kumar Rai	01160327	Chairman, Non-executive Director
Mr. Ian Williamson	01805248	Non-executive Independent Director
Mr. Suresh Shetty	00316830	Non-Executive Independent Director

18. AUDIT COMMITTEE

The Company complies with the provisions related to Audit Committee and SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is as under:

Name of Members	DIN	Composition of the Audit Committee
Mr. Suresh Shetty	00316830	Chairman, Non-executive Independent Director
Mr. Ian Williamson	01805248	Non-executive Independent Director
Mr. K. Ajith Kumar Rai	01160327	Non-Executive Director

All Members of the Committee are financially literate, Mr. Suresh Shetty, Chairman, is a Commerce graduate and a qualified Chartered Accountant and underwent Management Education Programme (M.E.P.) in IIM, Ahmadabad, having the requisite financial management expertise.

19. VIGIL MECHANISM

Your Company has formulated the Whistle Blower Policy with a view to provide a mechanism for Employees and Directors of the Company to approach the Whistle blower Compliance Officers/the Audit Committee of the Company in compliance with Section 177(9) of the Companies Act, 2013 and of the SEBI (LODR) Regulations, 2015, details of the Whistle Blower Policy are explained in the Report on Corporate Governance and Whistle Blower policy of the Company is available on the website of the Company i.e. www.phoenixlamps.co.in.

20. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Board’s Report and forms part of this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company’s Registered Office. The ratio of the remuneration of each director to the median employee’s 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 as (Annexure-5).

21. EMPLOYEES STOCK OPTIONS DETAILS.

The Company does not have any Employee Stock Option Scheme.

22. AUDITORS

STATUTORY AUDITOR

Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) have been appointed as the Statutory Auditors of the Company in the 23^rd Annual General Meeting of the Company held on July 21,2014, to hold the office till the conclusion of 28^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

The Shareholders ratified appointment of Messrs S. R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors for the Financial Year 2015-2016.

Further, the ratification in respect with the appointment of Messrs S. R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 25^th Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Mr. Parameshwar G Bhat, Practising Company Secretary, Bangalore as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2015-2016. The Report of Secretarial Auditor (Form MR-3) for the FY 2015-2016 is annexed to the report as (Annexure-6).

COST AUDITOR

On the recommendation of Audit Committee and in accordance with the provisions under Section 148 of Companies Act, 2013 read with rules made there under, the Board of Directors in its meeting held on May 28^th, 2016 has appointed Messrs J. K. Kabra & Company, Cost Accountants as the Cost Auditor of the Company for the financial year 2016-17 on such remuneration as may be decided by the Board and out of expenses on actual basis for the year 2016-17

The remuneration payable to the Cost Auditor of the Company has been proposed for ratification by the members of the Company and shall form part of the notice of 25^thAnnual General Meeting.

24. PUBLIC DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

i. Steps taken or impact on conservation of energy:- The Company continues its policy of giving priority to energy conservation measures including regular review of energy conservation, consumption and effective control of utilization of energy.

The following energy conservation measures were implemented during the year under review.

• High wattage Sodium vapor and Mercury lamps replaced by low wattage LED lamps.

• Capacity of APFC (Auto Power Factor Correction) panel has been increased to maintain the value of power factor by nearly 0.99 to reduce the reactive power loss.

• Up-gradation of machine by using VFDs (Variable Frequency Drives) and TPRs (Thyristor Power Regulators) to increase the m/c efficiency and reduction of power consumption.

ii. The steps taken by the Company for utilizing alternate sources of energy-NIL.

iii. Capital investment on energy conservation equipment

(a) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy. Capital expenditure plan to improve process and product quality is launched and is expected to have overall lower energy consumption.

(b) Impact of the measures referred to above for reduction of energy consumption and consequent impact on the cost of production of goods. This will be felt in the medium term.

B. Technology Absorption, Adaptation and Innovation

i) Efforts in brief made towards technology absorption, adaptation and innovation-NIL

ii) Benefits derived as a result of the above efforts: N.A.

iii) Details of technology imported during last five years

(a) Technology Imported: N.A.

(b) Year of Import: N.A.

(d) If not fully absorbed, area where this has not taken place: N.A.

Expenditure incurred on Research and Development.

During the year under review, the Company has not incurred any expenses on Research & Development. The Company’s products viz. Halogen Lamps are produced with well established technologies. However, in the current year, a focus has been initiated on R&D for new products and upgrades.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows, during financial year 2015-16 are as follow :-

PARTICULARS	Current Year	Previous Year
	(Rs. in Lakhs)	(Rs. in Lakhs)
1. Foreign Exchange Earnings	9,456.64	11,143.07
2. Foreign Exchange Outgo -
(a) Raw Materials	3,329.53	4,421.48
(b) Traded Goods
(c) Capital Goods	361.24	152.78
(d) Spare Parts	99.92	95.91
(e) Foreign Traveling/ Selling Expenses/	73.90	77.68
Other Expenses

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company retained its position as a market leader in Automotive Halogen Lamps in India with supplies to all major OEMs in Passenger Vehicle and Two Wheeler Industry. It is also a major exporter to developed countries. The long term outlook for the Indian automotive industry remains positive due to strong macroeconomic fundamentals, improving economic activity and easy availability of finance. With almost all the major automobile manufacturers setting up production bases in India, your Directors expect a satisfactory growth for your Company in the coming years.

b) OPPORTUNITIES AND THREATS OPPORTUNITIES

• Potential to improve aftermarket including OLM.

• Potential to grow the exports business.

• Entry into new platforms launches in the OEM segment.

• Introduction of new and higher margin products. THREATS

• Quality issues with customers can reduce their off-take.

• Service and deliver issues can reduce customer business.

• Slowdown in the Indian Auto industry can impact OEM volumes.

• Currency fluctuations can affect the nett realization of sales and hence the margins.

c) SEGMENTWISE OR PRODUCT WISE PERFORMANCE

As at March 31st, 2016, the Company is engaged in manufacturing and trading of Automotive Lamps.

d) OUTLOOK

The outlook for the current year looks reasonable considering the decent economic growth, automotive outlook for OE, aftermarket and exports.

e) RISKS AND CONCERN

The Company has faced quality problems and customer complaints repeatedly in the past years, leading to loss of business. Excessive volatility in the Company’s key raw materials can have impact on its profitability. As the Company derives a portion of its revenues from exports and pays for purchases with foreign exchange, excessive fluctuations in currency rates can have impact. The Company is taking effective steps to address these issues.

f) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. All the transactions are authorized, recorded and reported correctly.

g) FINANCIAL PERFORMANCE VIS-A-VIS OPERATIONAL PERFORMANCE

Your Company recorded Gross Income of Rs. 24,496.78 Lakhs. Profit before tax after exceptional items was Rs. 127731 Lakhs and the Net Profit for the current financial year is Rs. 141.36 Lakhs.

The Company’s internal control systems are further supplemented by an extensive programme of internal audit by an independent professional agency and periodic review by the Management. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, and for maintaining accountability of assets.

h) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES & INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED.

Employees continue to be the backbone of the Organization. Industrial Relations have been generally harmonious in all units.

Sound human resource development policies of the Company ensure that each employee grows as an individual and contributes to the performance and growth of the Company. Regular in-house training programs for employees at all levels help in this objective. The number of persons employed in the Company is 830 (on rolls) as on 31st March, 2016.

27. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws.

A separate section on Corporate Governance standards followed by the Company, as stipulated under SEBI (LODR), Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A Certificate from Mr. Vijayakrishna K.T., Practising Company Secretary, confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (LODR), Regulations, 2015, is annexed to this Report.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate governance policies are available on the website (www.phoenixlamps.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

LISTING AGREEMENT

Securities and Exchange Board of India (SEBI) on 2^ndSeptember, 2015 issued SEBI (LODR) Regulations, 2015 which is effective from 1^st December, 2015. Accordingly, all listed entities were entitled to enter into listing agreement within six months from effective date. The Company entered into listing Agreement with BSE Limited and National Stock Exchange of India Limited during December, 2015

28. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Listing Fees for the financial year 2016-17 has been paid.

29. CAUTIONARY NOTE

Management Discussion and Analysis forming part of this Report is in compliance with Corporate Governance Standards incorporated in the Listing Agreement with Stock Exchanges and such statements may be " forward looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important Factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets / currency fluctuations in which the Company operates, changes in the Government regulations, tax laws and other statues and other incidental factors.

30. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to NSEZ Authorities, Banks, Business Associates and Shareholders for their unstinted support, assistance and co-operation. Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

	For and on behalf of the Board
Place: Noida	K. Ajith Kumar Rai
Date: May 28, 2016	Chairman
	DIN: 01160327

CEO & CFO CERTIFICATION

I, N. S. Mohan, Chief Executive Officer of the Company certify to the Board of Directors that:

(a) I have reviewed financial statements and the cash flow statement for the Financial Year ended 31^stMarch, 2016 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we confirm that there are no deficiencies in the design or operation of such internal controls.

(d) I have indicated to the auditors and the Audit Committee that there is:

(i) no significant changes in internal control over financial reporting during the year;

(ii) no significant changes in accounting policies during the year;

(iii) no instances of significant fraud in the company has come to our knowledge.

Place: Noida	N. S. Mohan
Date: May 28, 2016	Chief Executive Officer
	DIN:01916468

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

I. REGISTRATION & OTHER DETAILS:

(i)	CIN	L31500UP1991PLC012944
(ii)	Registration Date	26-03-1991
(iii)	Name of the Company	Phoenix Lamps Limited
(iv)	Category/ Sub-Category of the Company	Public Company
(v)	Address of the Registered office and contact details	59-A, Noida Special Economic Zone, Phase-II, Noida,
		District Gautam Budh Nagar, Uttar Pradesh - 201305
		Contact No. 0120-4012222
		FAX No.- 120-2562943
		Email: Investor.relations@phoenixlamps.co.in
		Website www.phoenixlamps.co.in
(vi)	Whether listed company	Yes
(vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	Alankit Assignments Limited Alankit Heights, 1E/13 Jhandewalan Extension,
		New Delhi-110055
		Email-rta@alankit.com; info@alankit.com
		Phone No.-011-23541234, 42541234
		FAX No. -011-41543474

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

S. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	Manufacturing and Trading of Automotive Halogen Lamps	274	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

S. No.	Name and Address of the Company	CIN/GLN	Holding/Subsidiary/ Associate	% of Shares held	Applicable Section
1	Suprajit Engineering Limitedv #100, Bommasandra Industrial Area, Bangalore - 560 099	L919KA1985 PLC006934	Holding	61.93	2(46)
2	Luxlite Lamps S.A.R.L ZA Windhof, 22 Rue de I’Industrie-8399 Wandhaff, Luxembourg	N.A.	Subsidiary	100.00	2(87)(ii)
3	Trifa Lamps GmbH In den Bruchwiesen 12, 76855 Annweiler	N.A.	Subsidiary	100.00	2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of Shareholders	No. of Shares held at the beginning of the year [As on 01.04.2015]				No. of Shares held at the end of the year [As on 31.03.2016]				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF	0	0	0	0.00	0	0	0	0.00	0
b) Central Govt	0	0	0	0.00	0	0	0	0.00	0
c) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0
d) Bodies Corp.	0	0	0	0.00	17352176	0	17352176	61.93	61.93
e) Banks / FI	0	0	0	0.00	0	0	0	0.00	0
f) Any other	0	0	0	0.00	0	0	0	0.00	0
Sub-total (A) (1):-	0	0	0	0.00	17352176	0	17352176	61.93	61.93
(2) Foreign
a) NRIs - Individuals	0	0	0	0.00	0	0	0	0.00	0
b) Other - Individuals	0	0	0	0.00	0	0	0	0.00	0
c) Bodies Corp.	17337155	0	17337155	61.88	0	0	0	0.00	(61.88)
d) Banks / FI	0	0	0	0.00	0	0	0	0.00	0.00
e) Any Other....	0	0	0	0.00	0	0	0	0.00	0.00
Sub -total (A) (2):-	17337155	0	17337155	61.88	0	0	0	0.00	0.00
Total shareholding of Promoter (A) = (A)(1)+(A)( 2)	17337155	0	17337155	61.88	17352176	0	17352176	61.93	61.93
B. Public Shareholding
1. Institutions
a) Mutual Funds	0	4200	4200	0.01	3816	4000	7816	0.03	0.02
b) Banks / FI	17463	0	17463	0.06	15764	0	15764	0.06	0.00
c) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
g) FIIs	615566	0	615566	2.20	475932	0	475932	1.70	(0.50)
h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Others (specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (B)(1):-	633029	4200	637229	2.27	495512	4000	499512	1.79	(0.48)
2. Non-Institutions
a) Bodies Corp.
i) Indian	1550166	24400	1574566	5.62	1343502	24400	1367902	4.88	(0.74)

Category of Shareholders	No. of Shares held at the beginning of the year [As on 01.04.2015]				No. of Shares held at the end of the year [As on 31.03.2016]				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	4471066	1510634	5981700	21.35	5615277	1463111	7078388	25.26	3.91
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	1725795	33200	1758995	6.28	1102877	33200	1136077	4.06	(2.22)
c) Others (specify)
Non Resident Indians	729655	0	729655	2.60	540245	0	540245	1.93	(0.67)
Trusts	0	0	0	0.00	45000	0	45000	0.16	0.00
Sub-total (B)(2):-	8476682	1568234	10044916	35.85	8646901	1520711	10167612	36.29	0.44
Total Public Shareholding (B)=(B)(1)+ (B)(2)	9109711	1572434	10682145	38.12	9142413	1524711	10667124	38.08	(0.04)
C. Shares held by Custodian for GDRs & ADRs
Promoter and promoter group	0	0	0	0.00	0	0	0	0.00	0.00
Public	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (C)	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A+B+C)	26446866	1572434	28019300	100.00	26494589	1524711	28019300	100.00	0.00

(ii) Shareholding of Promoters-

SI No.	Shareholder’s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Argon India Limited	15906070	56.768	0	Nil	0.00	0.00	(56.768)
2	Argon South Asia Limited	3976517	14.192	0	Nil	0.00	0.00	(14.192)
3.	Suprajit Engineering Limited				17352176	61.93	0.00	61.93

* % change during the year in bracket shows the decrease in shareholding.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)-

SI No.	Particulars	Shareholding at the beginning of the year [As on 1-April-2015]		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	1,73,37,155	61.88	1,73,37,155	61.88
	Argon India Limited	1,38,71,344	49.51	-	-
	Argon South Asia Limited	34,65,811	12.37	-	-
2	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.) 18.06.2015 Sold to Suprajit Engineering Limited	1,42,89,843	51.00
	Argon India Limited Argon South Asia Limited
	11.06.2015-	15,021	0.05
	An ‘Open Offer’ was made to minority shareholders to acquire additional 26% Shares.
	09.10.2015 Sold to Suprajit Engineering Limited	30,47,312	10.88
	Argon India Limited Argon South Asia Limited
	Suprajit Engineering Limited	-		1,73,52,176	61.93
	Total Acquisition of Shares
	At the end of the year	-	-	1,73,52,176	61.93

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

SI No.	Particulars	Shareholding at the beginning of the year [As on 1-April-2015]		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Premier Investment Fund Limited
	At the beginning of the year (as on 01.04.2015)	5,60,000	1.999	5,60,000	1.999
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 10-04-2015 to 01-05-2015 (Purchase 9768)	0.034	5,69,768	2.033
		During 02-05-2015 to 08-05-2015 (Purchase 15232	0.054	5,85,000	2.087
		During 10-07-2015 to 17-07-2015 (Sale 6737)	0.024	5,78,263	2.063
		During 18-07-2015 to 25-07-2015 (Sale 18263)	0.065	5,60,000	1.998
		During 26-07-2015 to 31-07-2015 (Sale 75000)	0.267	4,85,000	1.730
		During 01-08-2015 to 07-08-2015 (Sale 25000)	0.089	4,60,000	1.641
	At the end of the year (as on 31.03.2016)	4,60,000	1.641	4,60,000	1.641
2	Rajasthan Global Securities Limited
	At the beginning of the year (as on 01.04.2015)	3,30,651	1.18	3,30,651	1.18
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 09-05-2015 to 15-05-2015 (Purchase 1,04,116)	0.371	4,34,767	1.551
		During 23-05-2015 to 29-05-2015 (Sale 2082)	0.007	4,32,685	1.544
		During 13-06-2015 to 19-06-2015 (Purchase 4998)	0.017	4,37683	1.562
		During 04-07-2015 to 10-07-2015 (Sale 19,143)	0.068	4,18,540	1.493
		During 11-07-2015 to 17-07-2015 (Sale 229,930)	0.820	1,88,610	0.673
		During 18-07-2015 to 25-07-2015 (Sale 143,494)	0.512	45,116 (Hereafter, no more a majority shareholder)	0.161
	At the end of the year (as on 31.03.2016)	370	0.000	370	0.000
3	Sunil Sehgal
	At the beginning of the year (as on 01.04.2015)	1,97500	0.705	1,97500	0.705
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /	During 30-05-2015 to 05-06-2015 (Sale 7635)	0.027	1,89,865	0.677
	transfer / bonus/ sweat equity etc.):	During 06-06-2015 to 12-06-2015 (Sale 16465)	0.058	1,73,400	0.618
		During 13-06-2015 to 19-06-2015 (Sale 6100)	0.021	1,67300	0.597
		During 20-06-2015 to 26-06-2015 (Sale 1)	0.000	1,67299	0.597
		During 01-07-2015 to 03-07-2015 (Sale 8985)	0.032	1,58,314	0.565
		During 04-07-2015 to 10-07-2015 (Sale 4766)	0.017	1,53,548	0.548
		During 26-07-2015 to 31-07-2015 (Sale 8350)	0.029	1,45,198	0.518
		During 01-08-2015 to 07-08-2015 (Sale 856)	0.003	1,44,342	0.515
		During 08-08-2015 to 14-08-2015 (Sale 19,029)	0.067	1,25,313	0.447
		During 16-08-2015 to 21-08-2015 (Sale 10,586)	0.037	1,14,727	0.409
		During 22-08-2015 to 28-08-2015 (Sale 12,265)	0.043	1,02,462	0.365
		During 29-08-2015 to 04-09-2015 (Sale 17250)	0.061	85,212	0.304
		During 05-09-2015 to 11-09-2015 (Sale 2,000)	0.007	83,212	0.296
		During 12-09-2015 to 18-09-2015 (Sale 1,149)	0.004	82,063	0.292
		During 19-09-2015 to 25-09-2015 (Sale 3,063)	0.010	79,000	0.281
		During 26-09-2015 to 30-09-2015 (Sale 1,500)	0.005	77,500	0.276
		During 03-10-2015 to 09-10-2015 (Sale 1,000)	0.003	76,500	0.273
		During 10-10-2015 to 16-10-2015 (Sale 3,249)	0.011	73,251	0.261
		During 17-10-2015 to 23-10-2015 (Sale 4,500)	0.016	68,751	0.245
		During 24-10-2015 to 30-10-2015 (Sale 2,000)	0.007	66,751	0.238
		During 08-01-2016 to 15-01-2016 (Sale 16,458)	0.587	50,293 (Hereafter no more, one of Top shareholder	0.179
	At the end of the year (as on 31.03.2016)	11099	0.039	11,099	0.039
4	Nagaraj Garimalla
	At the beginning of the year (as on 01.04.2015)	1,91,217	0.682	1,91,217	0.682
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 01-05-2015 to 08-05-2015 (Sale 191217)	0.682	0	0.000
	At the end of the year (as on 31.03.2016)	Nil	Nil	Nil	Nil
5	Madhavan Kunniyur
	At the beginning of the year (as on 01.04.2015)	1,14,484	0.409	1,14,484	0.409
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 01-05-2015 to 08-05-2015 (Sale 114410)	0.408	74	0.001
	At the end of the year (as on 31.03.2016)	Nil	Nil	Nil	Nil
6	Suvarna Kumari Agrawal
	At the beginning of the year (as on 01.04.2015)	99,000	0.353	99,000	0.353
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 01-10-2015 to 09-10-2015 (Purchase 9010)	0.032	1,08,010	0.385
		During 10-10-2015 to 16-10-2015 (Purchase 26990)	0.096	1,35,000	0.481
		During 06-11-2015 to 13-11-2015 (Purchase 4809)	0.017	1,44,809	0.516
		During 06-112015 to 13-112015 (Purchase 4809)	0.017	1,44,809	0.516
		During 14-112015 to 20-112015 (Purchase 4191)	0.014	1,49,000	0.531
	At the end of the year (as on 31.03.2016)	149000	0.531	1,49,000	0.531
7	Maya Appliances Private Limited
	At the beginning of the year (as on 01.04.2015)	91838	0.328	91,838	0.328
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 04-04-2015 to 10-04-2015 (Purchase 18000)	0.064	1,09,838	0.392
	At the end of the year (as on 31.03.2016)	109838	0.392	1,09,838	0.392
8	GEPL Finance Private Limited
	At the beginning of the year (as on 01.04.2015)	75,000	0.267	75,000	0.267
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 27-11-2015 to 04-12-2015 (Sale 75000)	0.267	0	0.000
	At the end of the year (as on 31.03.2016)	Nil	0.000	Nil	0.000
9	Chandravadan Desai
	At the beginning of the year (as on 01.04.2015)	59,919	0.214	5,9919	0.214
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	During 01-05-2015 to 08-05-2015		59,919 (Hereafter no more, one of Top shareholder)	0.214
	At the end of the year (as on 31.03.2016)	Nil	0.000	Nil	0.000
10	Janet Christine Depenning
	At the beginning of the year (as on 01.04.2015)	58,710	0.209	58,710	0.209
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	No Change during the year
	At the end of the year (as on 31.03.2016)	58,710	0.209	58,710	0.209

Note: Closing of Top ten shareholders of the Company as on March 31,2015 has been considered for the above disclosure.

(v) Shareholding of Directors and Key Managerial Personnel-

SI No.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SI No.		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	NIL	NIL	NIL	NIL
2	Date wise Increase / Decrease in Directors & KMPs Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	NIL	NIL	NIL	NIL
3	At the end of the year	NIL	NIL	NIL	NIL

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in Rs.)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	50,23,37133	-	-	50,23,37133
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	50,23,37,133	-	-	50,23,37,133
Change in Indebtedness during the financial year
* Addition	31,94,00,649	-	-	31,94,00,649
* Reduction	(40,98,32,763)	-	-	(40,98,32,763)
Net Change	(9,04,65,645)	-	-	(90,4,65,645)
Indebtedness at the end of the financial year
i) Principal Amount	409,832,763	-	-	409,832,763
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	2,038,726	-	-	2,038,726
Total (i+ii+iii)	411,871,489	_-	_-	411,871,489

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.N.	Particulars of Remuneration	Name of MD/WTD/ Manager				Total Amount
		MD	CEO	WTD	Manager
		Mr. Pranay D Gandhi *	Mr. N S Mohan
1	Gross salary			--	--
	(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	45,72,765	Nil	--	--	45,72,765
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	11,514	Nil	--	--	11,514
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	2,48,300	Nil	--	--	2,48,300
2	Stock Option	--	--	--	--
3	Sweat Equity	--	--	--	--
4	Commission
	- as % of profit
	- others, specify...
5	Others, please specify	--	--	--	--
	Total (A)	48,32,579	Nil	N.A.	N.A.	48,32,579
	Ceiling as per the Act (5% of the net profit of the Company as calculated in manner provided under Section 198 of the Companies Act, 2013)					1,64,28,050

* Mr. Pranay D. Gandhi resigned as Managing Director and Director with effect from 18th June, 2015.

* Mr. N.S. Mohan is paid remuneration from its Holding Company.

B. Remuneration to other Directors-

S.N.	Particulars of Remuneration	Name of Directors					Total Amount
		Mr. Padmanabh P. Vora	Mr. Gurdeep Singh	Ms. Sunita Mathur	Mr. Ian Williamson	Mr. Suresh Shetty
1	Independent Directors
	Fee for attending board committee meetings	2,00,000	2,00,000	1,60,000	0	1,00,000	6,60,000
	Remuneration by way of Commission	NIL	NIL	3,00,000	Waived Off	3,00,000	6,00,000
	Others, please specify	--	--	--			--
	Total (1)	2,00,000	2,00,000	4,60,000	Nil	4,00,000	12,60,000
2	Other Non-Executive Directors	Mr. Ganpati Rathinam	Mr. Shomik P Mukherjee	Mr. K.Ajith Kumar Rai
	Fee for attending board committee meetings	80,000	40,000	0			1,20,000
	Commission	NIL	NIL	NIL			--
	Others, please specify	--	--				--
	Total (2)	80,000	40,000				1,20,000
	Total (B)=(1+2)						13,80,000
	Total Managerial Remuneration Total=(A+B)						62,12,579
	Overall Ceiling as per the Act (10% of the net profit of the Company as calculated in manner provided under Section 198 of the Companies Act, 2013)						3,28,56,100

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

S.N.	Particulars of Remuneration	Key Managerial Personnel
		*Outgoing CS	**Present CS	***CFO	Total
1	Gross salary
	(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	5,34,222	1,24,200	3765,521	44,23,943
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	7863	-	2,20,800	2,28,663
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	96,456	74,004	6,37,560	8,08,020
2	Stock Option	--	--	--	--
3	Sweat Equity	--	--	--	--
4	Commission	--	--	--	--
	- as % of profit
	- others, specify...
5	Others, please specify	--	--	--	--
	Total	6,38,541	1,98,204	46,23,881	54,60,626

‘Remuneration of Mr.Aditya Rungta as outgoing Company Secretary is till 09.10.2015. ** Remuneration of Ms. Shrabanti Mandol is from 12.10.2015 to 31.03.2016.

*** Remuneration of Mr. Gagandeep Singh as Chief Financial Officer is till 31.03.2016.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees\ imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL

(a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board:

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a)	(b)	(c)	(d)	(e)	(f)
Name(s) of the related party and nature of relationship	Nature of contracts arrangements transactions	Duration of the contracts / arrangements transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board, if any	Amount paid as advances, if any
Luxlite Lamps S.A.R.L, Luxembourg	Subsidiary of Phoenix Lamps Limited	Financial Year 2015-16	Sales - Rs. 4,498.76 Lakhs Freight Recovery- Rs. 53.91 lakhs Purchase of traded goods- Rs. 50.32 lakhs	N.A.	N.A.
Trifa Lamps Germany GmbH	Subsidiary of Phoenix Lamps Limited	Financial Year 2015-16	Sales - Rs. 3,101.14 Lacs Freight Recovery- Rs. 39.44 lakhs Stand by Letter of Credit- Rs. 1126.43 lakhs. Reimbursement of finance cost- Rs. 5.42 lakhs.	N.A.	N.A.
Suprajit Engineering Limited	Holding Company	Financial Year 2015-16	Management Fees- Rs.153.21 Lakhs.	N.A.	N.A.

For and on behalf of the Board

K. Ajith Kumar Rai

Chairman

Annexure-3

NOMINATION AND REMUNERATION POLICY

Introduction:

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the Listing Agreement as amended from time to time, this Nomination and Remuneration Policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.

Objective and Purpose:

The objective and purpose of this Nomination and Remuneration Policy is:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. In the context of the aforesaid criteria the following Nomination and Remuneration Policy has been formulated by the Committee and adopted by the Board of Directors at its meeting held on 29th September, 2014.

Effective Date:

This Nomination and Remuneration Policy shall be effective from 1^st October, 2014.

Applicability:

The Nomination and Remuneration Policy is applicable to:

• Directors (executive and non-executive)

• Key Managerial Personnel

• Senior Management

General:

• This Nomination and Remuneration Policy is divided in two parts: Part - A covers the appointment and nomination and Part - B covers remuneration and perquisites etc.

• The key features of this Company’s Nomination and Remuneration policy shall be included in the Board’s Report.

PART A - POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of 70 (seventy) years. Provided that the term of the person holding this position may be extended beyond the age of 70 (seventy) years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond 70 (seventy) years.

Term / Tenure:

1. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Chairperson/Chairman, Managing Director or Whole-time Director for a term not exceeding 5 (five) years at a time. No re-appointment shall be made earlier than 1 (one) year before the expiry of term.

2. Independent Director:

• An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

• No Independent Director shall hold office for more than 2 (two) consecutive terms, but such Independent Director shall be eligible for appointment after expiry of 3 (three) years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 (three) years, be appointed in or be associated directly or indirectly with the Company in any other capacity.

• At the time of appointment of Independent Director it should be ensured that number of boards on which such Independent Director serves is restricted as provided under the Companies Act, 2013 and the rules there under and the Listing Agreement.

• The appointment/re-appointment of Independent Directors shall be in accordance with the condition as prescribed under the Companies Act, 2013, rules made there under and the Listing Agreement.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, Key Managerial Personnel and Senior Management Personnel at regular interval (yearly) and recommend it to the Board.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, Key Managerial Personnel or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, Key Managerial Personnel, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART B - POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

General:

1. The remuneration/ compensation/ commission etc. to the Whole-time Director, Key Managerial Personnel and Senior Management will be determined by the Committee based on criteria such as industry benchmarks, the Company’s performance vis-a-vis the industry, responsibilities shouldered, performance/track record, macro-economic review on remuneration packages of heads of other organizations and recommended to the Board of Directors for approval. The remuneration/ compensation/ commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/ slabs/ conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.

3. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board. Increments will be effective from 1st April in respect of all Whole-time Directors and employees of the Company.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time/ Executive/ Managing Director, Key Managerial Personnel and Senior Management:

1. Fixed pay:

The Whole-time Director / Key Managerial Personnel and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non-Executive/ Independent Directors:

Independent Directors are appointed for their professional expertise in their individual capacity as independent professionals / business executives. Independent Directors receive sitting fees for attending the meeting of the Board and committees of the Board and commission as approved by the Board and shareholders.

1. Remuneration/ Commission:

The remuneration/ commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made there under. The remuneration by way of commission paid to the Independent Directors shall be determined periodically and reviewed based on the industry benchmarks.

2. Sitting Fees:

The non-executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed such maximum permissible amount per meeting of the Board or Committee as may be prescribed under the Companies Act, 2013 or such amount as may be prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by the Shareholders, subject to the limit not exceeding 1% of the profits of the Company, computed as per the applicable provisions of the Companies Act, 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

Annexure-4

THE ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken: Outline of the Company’s CSR policy:

Suprajit Foundation is spearheading the CSR activities of the Company. The focus area of the Foundation activities is education, healthcare and rural development. The policy of the Company is to give back to society that is in need of education, healthcare and upliftment of rural community. Suprajit Foundation is focused on executing socially relevant projects in these areas.

Overview of Activities:

Various projects under the above CSR policy are undertaken through Suprajit Foundation and well-known not-for-profit organizations. Some of these educational projects are undertaken by Bharatiya Vidya Bhavan, Vittala Vidya Sangha, etc. The mid-day meal program is undertaken through Akshayapatra Founation. Other not-for-profit agencies involved are Rotary Club of Bangalore Indiranagar, Needy Heart Foundation, One Billion Literates Foundation, etc. Suprajit Foundation has received the amounts due as per the CSR policy requirements. It spends a portion of the funds received and is developing a corpus fund for the significant future project in the area of focus as above.

Web link to the CSR Policy of the Company:

http://www.phoenixlamps.co.in/pdf/Corporate_Social_responsibility_Policy.pdf.

2. The Composition of the CSR Committee.

Your Company recognizes its responsibility towards the society and environment in which it operates and accordingly had been working towards CSR and Sustainable Development. In accordance with Section 135 of the Companies Act, 2013, your Company has constituted Corporate Social Responsibility Committee to monitor the CSR activities.

Members of the committee are:

1. Mr. K. Ajith Kumar Rai (Chairperson of the Committee)

2. Mr. Ian Williamson (Non-Executive Independent Director)

3. Mr. Suresh Shetty (Non-Executive Independent Director)

3. Average net profit of the company for last three financial years: Rs. 3,665.97 lakhs/-

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): Rs. 73.32 lakhs/-

5. Details of CSR spent during the financial year: Rs. 73.70 Lakhs/-

(a) Total amount to be spent for the financial year: Rs. 73.32 lakhs/-

(b) Amount unspent, if any: Nil

For and on behalf of the

Corporate Social Responsibility Committee

K. Ajith Kumar Rai

Chairman of the Corporate Social Responsibility Committee

Annexure-5

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Requirements	Particulars
The ratio of the remuneration of each director to the median remuneration of the employees for the financial year.	As per note 1
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	As per note 2
The percentage increase in the median remuneration of employees in the financial year.	11.53%
The number of permanent employees on the rolls of company.	830
The explanation on the relationship between average increase in remuneration and company performance.	The Company follows prudent remuneration practices under the guidance of the Board and the Nomination and Remuneration Committee. The Company’s approach with respect to remuneration is intended to drive meritocracy within the framework of prudent nomination and remuneration policy. Remuneration is linked to corporate performance, business performance and individual performance. The total compensation is a prudent mix of fixed pay and variable pay. During the year under review, gross sales for the Automotive Business have decreased by 9.31%. The increase in remuneration is a function of factors outlined above.
Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.	The comparison of remuneration of each of the Key Managerial personnel against the performance of the Company, is as under:

Particulars	% of Net Profit for FY 2015-16
Managing Director	34.19%
Chief Financial Officer	32.71%
Company Secretary	5.92%

Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies.	The Market capitalization of the Company has increased from Rs. 263.94 Crores as of March 31,2015 to Rs. 275.85 Crores as of March 31,2016. Over the same period, the price to earnings ratio moved from 9.60x to 196.9x. The Company’s stock price as at March 31,2016 has increased by 885% to Rs 98.45 over the last public offering i.e. IPO in October 1992 at the price of Rs 10 per equity share.
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	The gross sale for the Automotive Business for the financial year ended March 31,2016 have decreased by 9.31%.The aggregate remuneration of employees excluding Managing Director grew by 11.53% over the previous financial year.
The key parameters for any variable component of remuneration availed by the directors.	The key parameters for any variable component of remuneration availed by the Managing Director is determined by the Board of Directors and is within the criteria as laid down in the Nomination and Remuneration Policy of the Company.
The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.	Not Applicable.
Affirmation that the remuneration is as per the remuneration policy of the company.	The remuneration is as per the remuneration policy of the Company.

‘Managing Director Remuneration is paid till 18th June, 2015.

Notes:

1. The ratio of the remuneration of each director to the median remuneration of the employees for the financial year ending on 31 03 2016 is as follorw

S. No.	Name of the Directors	The ratio of the remuneration of each director to the median remuneration of the employees for the financial year ending 31.03.2016.
1	Mr. Pranay D. Gandhi	28.49x
2	Mr. Padmanabh P Vora	1.18x
3	Mr. Gurdeep Singh	1.18x
4	Mr. Shomik P. Mukherjee	0.24x
5	Mr. Ganapati Rathinam	0.47x
6	Mr. Sunita Mathur	2.71x
7	Mr. K.Ajith Kumar Rai	Nil
8	Mr. Suresh Shetty	2.36x
9	Mr. Ian Williamson	Nil
10	Mr. N.S Mohan	Nil

*Managing Director Remuneration is paid till 18th June, 2015

* Except Ms. Sunita Mathur and Mr. Suresh Shetty, Sitting Fees of Non Executive Director is paid till 18.06.2015 The Median remuneration of the employees for the financial year ends March 31st, 2016 is Rs. 169627/-.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year ends on 31.03.2016 is as follows:

S. No.	Name of the Director/KMP	Designation	As on 31.03.2015	As on 31.03.2016	% increase for F.Y. ending on 31.03.2016
1	Mr. Pranay D. Gandhi*	Managing Director	1,29,99,996	4,832,579	N.A.
2	Mr. Padmanabh P Vora**	Non-executive Director	10,00,000	N.A.	NIL
3	Mr. Gurdeep Singh**	Independent Director	10,00,000	N.A	NIL
4	Mr. Shomik P Mukherjee	Non-executive Director	N.A.	N.A.	N.A.
5	Mr. Ganapati Rathinam	Independent Director	N.A.	N.A.	N.A.
6	Ms. Sunita Mathur	Independent Director	N.A.	3,00,000	N.A.
7	Mr. Gagandeep Singh*	Chief Financial Officer	35,56,452	4,623,881	N.A.
8	Mr. Aditya Rungta*	Company Secretary	9,00,000	638,541	NIL
9.	Mr. Mohan N S	CEO & Director	--	Nil	N.A.
10.	Mr. Suresh Shetty	Independent Director	--	3,00,000	N.A.
11.	Mr. Ian Williamson	Independent Director	--	Nil	N.A.
12.	Mr. K. Ajith Kumar Rai	Chairman & Non-Executive Director	--	Nil	N.A.
13.	Ms. Shrabanti Mandol	Company Secretary	--	198,204	N.A.

‘Managing Director Remuneration is paid till 18th June, 2015

Mr. K. Ajith Kumar Rai (Chairman and Non-Executive Director), Mr. Mohan N S (Director and Chief Executive Officer), Mr. Ian Williamson (Independent Director) and Mr. Suresh Shetty (Independent Director) were appointed on the Board on 18th day of June, 2015.

Ms. Sunita Mathur (Independent and Woman Director) was appointed on the Board with effect from 22nd March, 2015 and is continuing as Independent Director till date.

Mr. Padmanabh P Vora (Chairman), Mr. Pranay D. Gandhi (Managing Director), Mr. Gurdeep Singh (Independent Director) , Mr. Shomik P Mukherjee (Non-Executive Director) resigned from the Board of the Company with the Change in Management on 18th day of June, 2015.

Mr. Aditya Rungta, Company Secretary resigned on 9th October, 2015. Ms. Shrabanti Mandol, a qualified Company Secretary was appointed as Company Secretary of the Company with effect from 12th October, 2015.

Mr. Gagandeep Singh, Chief Financial Officer of the Company resigned from the Company with effect from 31st day of March, 2016.

* The above remuneration to the Non-Executive Directors does not include the sitting fees paid during the year.

b) Information as per Rule 5(2) of Chapter XIII of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) During the financial year 2015-16, no employee received the remuneration aggregating to Rs. 60 lakhs p.a.

(ii) Employed for part of the year with an average salary above Rs. 5 lakh per month:

S. No.	Employee name	Designation	Educational qualification	Age	Experience (in years)	Date of joining	Gross (In Rs.) (Part year)	Previous employment and designation
1.	Akhilesh Kumar Goel	Chief Operating Officer	BSC, B.E, M.Sc Engg.	50	21.7	Oct 07, 2014	77,89,495	Krishna Group Auto Components
2.	Babu K.S.V.	Director Sales	SSLC,DME, BE,MBA,DBF	49	26.50	Dec 01,2014	71,95,331	Bosch Limited

Notes:

1. The above employees are on the rolls of the Company.

2. None of the employees mentioned above is related to any director of the Company.

3. Information about qualifications and last employment is based on particulars furnished by the concerned employee.

4. None of the employee is relative of any Director of the Company and does not hold any equity share in the Company.

(iii) During the financial year 2015-16, no employee received remuneration in excess of the highest-paid director.

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(A nnnintmant anri Rami maratinn Parornnal) Ri ila o OD1A1

The Members,

PHOENIX LAMPS LIMITED Noida

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PHOENIX LAMPS LIMITED (CIN: L31500UP1991PLC012944) (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by PHOENIX LAMPS LIMITED for the financial year ended on 31.03.2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and,

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) The Company is presently engaged in the business of manufacturing and trading of electric lamps, parts and fittings thereof and having its two plants located at Noida Special Economic Zone (NSEZ) and there are no specific laws applicable to the Company pursuant to the business carried by the Company.

(vii) The other general laws as may be applicable to the Company including the following:

(1) Employer/Employee Related laws & Rules:

i. Industries (Development & Regulation) Act, 1951

ii. The Factories Act, 1948 (in case of manufacturing companies, where applicable)

iii. The Employment Exchanges (Compulsory notification of Vacancies) Act, 1959

iv. The Apprentices Act, 1961

v. The Employees Provident Fund & Miscellaneous Provisions Act, 1952

vi. The Employees State Insurance Act, 1948

vii. The Workmen’s Compensation Act, 1923

viii. The Maternity Benefits Act, 1961

ix. The Payment of Gratuity Act, 1972

x. The Payment of Bonus Act, 1965

xi. The Industrial Disputes Act, 1947

xii. The Trade Unions Act, 1926

xiii. The Payment of Wages Act, 1936

xiv. The Minimum Wages Act, 1948

xv. The Child Labour (Regulation & Abolition) Act, 1970

xvi. The Contract Labour (Regulation & Abolition) Act, 1970

xvii. The Industrial Employment (Standing Orders) Act, 1946

xviii. Equal Remuneration Act, 1976

xix. Inter-State Migrant Workmen (Regulation of Employment and Conditions of Services) Act, 1979

xx. The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013

xxi. Persons with Disabilities (Equal Opportunities, Protection of Rights and Full Participation) Act, 1996

xxii. Prohibition of Employment as Manual Scavengers and their Rehabilitation Act, 2013

xxiii. Dangerous Machines (Regulation) Act, 1983

xxiv. Indian Boilers Act, 1923

xxv. The Industrial Establishments (National and Festival Holidays) Act, 1963

xxvi. The Labour Welfare Fund Act, 1965

xxvii. Explosive Act

xxviii. Weight & Measure Act, 1976

xxix. The U.P. dookan Aur Vanijya Adhisthan Adhiniyam,1962

xxx. For majority of Central Labour Laws the State has introduced Rules [names of each of the Rules is not included here]

(2) Environment Related Acts & Rules:

i. The Environment Protection Act, 1986

ii. The Water (Prevention & Control of Pollution) Act, 1974

iii. The Air (Prevention & Control of Pollution) Act, 1981

iv. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008.

(3) Economic/Commercial Laws & Rules:

i. The Competition Act, 2002

ii. The Indian Contract Act, 1872

iii. The Sales of Goods Act, 1930

iv. The Forward Contracts (Regulation) Act, 1952

v. The Indian Stamp Act, 1899

vi. The Transfer of Property Act, 1882

I have also examined compliances with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India on the Board and General Meetings i.e. SS - 1 and SS - 2 (applicable from 1^st July, 2015).

(ii) The Listing Agreements entered into, by the Company with the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above as may be applicable during the year under review. Certain non material findings made during the course of the audit relating to the provisions of Companies Act, Secretarial Standards, Labour Laws were addressed suitably by the Management. Following are some of the observations which in my opinion will have material impact on the Company’s compliance status:

1. Certain disclosures are yet to be updated in the official Website of the Company.

2. Annual Report for the year 31.03.2015 does not disclose certain information on web links as mandated under the Act and the Listing Agreement.

Further I report that with regard to financial and taxation matters, I have relied on the Audit Report, Limited Review Report and the Internal Audit Report provided by the Statutory/Internal Auditor as the case may be.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors which took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes as per the practice followed. However, during the period under report, there was no such case instance.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the year under report the Company’s shares have been acquired by Suprajit Engineering Limited by around 61.93% of the fully paid up Equity Share Capital i.e. 1,42,89,843 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per share aggregating to Rs. 12,71796 Lakhs amounting 51% from Argon India Limited, Mauritius and Argon South Asia Limited, Mauritius and an ‘Open Offer’ was made to minority Shareholders to acquire additional 26% for which 15,021 Shares were tendered at Rs. 100/- per share aggregating to Rs. 15.02 Lakhs and Suprajit Engineering Limited has further acquired the balance 30,47,312 Equity Shares of Rs. 10/- each at a consideration @ Rs. 89/- per Share aggregating to Rs. 2,712 Lakhs amounting to 10.88% stake and completed the transaction in line with Share Purchase Agreement signed on 6^th May, 2015. Hence, the Company has become the Subsidiary of Suprajit Engineering Limited.

I further report that during the year under report there was a complete change in the management of the Company subsequent to the Company becoming the Subsidiary of Suprajit Engineering Limited. The Board of Directors and the Key Managerial Personnel have been changed during the year in compliance with the applicable provisions of the Act.

I further report that during the year under report the Company has obtained the approval of the Shareholders to the following subjects vide Postal Ballot Notice dated 21^st December, 2015 and the Scrutinizer Report dated 1^st February, 2016:

1. Shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Karnataka.

2. Alteration of situation clause of the Memorandum of Association of the Company.

3. Alteration of Articles of Association of the Company.

Further, the Company has filed application before the Regional Director, Northern Region Bench, New Delhi for obtaining the approval for Shifting of Registered Office of the Company from the State of Uttar Pradesh to the State of Karnataka.

	(Parameshwar G. Bhat)
Place : Bangalore	ACS No.: 25167
Date : 28.05.2016	C P No.: 11004

Note: This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

‘Annexure’

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. I believe that the processes and practices, I have followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of Financial records and Books of Accounts of the Company including records under Income Tax Act, Central Excise Act, Customs Act, Central and State Sales Tax Act.

4. Where ever required, the Company has represented about the compliance of laws, rules and regulations and happening of events etc as applicable from time to time.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

	(Parameshwar G. Bhat)
Place : Bangalore	ACS No.: 25167
Date : 28.05.2016	C P No.: 11004

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