phoenix lamps ltd Management discussions

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^nd September, 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