Phoenix Overseas Ltd Directors Report

To the Members Phoenix Overseas Limited

Your directors have pleasure in presenting the 20^th Annual Report and Audited Statement of Accounts of the Company for the year ended 31^s1 March, 2023.

1. Financial Performance

The Company achieved a turnover of Rs. 45,097.07 lacs for the financial year 2022-23 as compared to the previous financial year 2021-22 of Rs. 37,730.39 lacs. The net profit (before tax) amounted to Rs. 496.91 lacs as compared to previous financial year of Rs. 491.45 lacs and the net profit after tax amounted to Rs. 371.85 lacs for the year ended 31^s March, 2023 as compared to Rs. 360.38 lacs for the year ended 31^SI March, 2022.

	Amount in Rs. lacs
Particulars	2022-23	2021-22
Profit before Dep. & Interest	1198.44	925.89
Less:
Depreciation & Amortization expenses	69.94	63.02
Finance expenses	631.59	371.42
Profit before Tax	496.91	491.45
Less:
Tax Expenses	125.06	131.07
Profit after Tax	371.85	360.38

2. Review of Operations

Export and domestic trading business

Export of Soyabean Extraction and Deoiled Rice Bran - Export of Soyabean Extraction and Deoiled Rice Bran to Bangladesh has registered a significant increase in the FY 22-23.

Export of Maize - Maize was a very important commodity in the Companys portfolio of products for export to Bangladesh and it registered a good growth.

Export of Oil Cakes - Export of Oil Cakes like Mustard/ Rapeseed, Soya, Wheat Bran to Bangladesh has registered a significant revenue generation, especially Mustard/Rapeseed. Intense competition and slow movement of the cargo at the borders has somewhat deterred the profitability of the export goods. The volatility of the US dollars has also contributed negatively to the diminishing margins. However, the management is controlling the impact by entering into contract so that the price volatility risks can be mitigated.

Domestic Trade - The business vertical has not contributed much to the Companys business during the year under consideration. The Management is exploring possibilities to remove the bottlenecks by venturing into Strategic third-party storage of commodities which have high volatility in prices but which may contribute significantly to the Companys bottom line.

Jute, Canvas & Leather Accessories Business

The Jute & Canvas Bag vertical has been able to register growth in its export turnover. Various factors like ongoing global market slowdown, especially post pandemic scenario have contributed to the dip. The management is taking all out steps in order to come out of the factors contributing negatively to the business and ensure positive developments in the near future.

Cold Storage Division

The division has not been able to register growth. However, the management expects to improve the divisions performance further in future.

Material Changes

No material changes and commitment occurred during the period under review affecting the financial position of the Company and the date of this report.

No change in the nature of the business of the Company during the period under review. Corporate Social Responsibility is not applicable to the Company during the year.

The Indian economic scenario

Post pandemic period, fresh challenges are at our door step caused by the conflict in Europe resulting in volatility in commodity and financial markets, supply chain dislocations and persistent and rapidly spreading inflationary pressures. The Indian Economy has shown resilience, drawing upon the innate strength of its underlying fundamentals and supported by a prudent and favourable policy mix. Private consumption is regaining traction on the back of recuperating measures taken by the Government. Package announced in light of the COV1D pandemic to support domestic industry through various banking and financial sector relief measures, especially for MSMEs, which constitute a major share in exports. Various other measures to incentivize export, exemptions provided, duty being reduced on certain inputs have been undertaken to promote exports.

Government consumption has crossed pre-pandemic levels, services and rising of discretionary spending has added to boosting the economy and overall, the Indian economy consolidated its recovery with most constituents surpassing pre-pandemic levels of activity.

Your Company has been predominantly doing business in export of oil cakes and other animal feed products. During the starting ot the financial year 2022-23, the export of these products was affected by decline in international prices alongside weaker external demand conditions and volatility of the US dollars. However, your company recovered its business with the gradual movement of the world economy. Your Company is enhancing its arena and focusing in manufacturing, exports as we 11 as domestic sales.

Opportunities and Threats

Your Company is present in the commodity export business for more than twenty years and has been able to handle various cyclical aspects of the business in the most efficient manner because of its ability to adapt to changes. The inflationary conditions in the Indian economy have also posed treats to export sector. In order to overcome this, the Company has been extremely active in looking for products that have become more economical for importing from India. One such product category is soyabean extraction. The Company has been extremely proactive in this respect and has made itself fully prepared for making the requisite changes in its portfolio of export products by focusing on such items.

Your Company has also realized the benefits of professional management in steering the Company in the present difficult global environment and has started executing plans for inducting professionals and providing

the latest technological support to its managers and executives so that decision making becomes more scientific and systematic.

Outlook

The Company intends to increase its portfolio of importing markets and also its portfolio of products so that the dependence on a few nations and products is mitigated to the extent possible. The Company has also prepared itself for providing better services to its clients in Bangladesh and other countries.

The Company has modernized its Cold Storage units by installing automatic control systems that helped in improving the quality of perishable goods stored at the unit.

Risk and Concern

The Company faces risks associated with international trade like volatile commodity prices and fluctuating currencies.

The Company is dependent on Government policies for choosing its basket of exportable products. The uncertainty in the Government policy due to the post pandemic situation limits the Companys Exports.

3. Dividend and Reserves

Your directors have recommended and paid dividend during the year under consideration and the balance profit was transferred to reserves.

4. Share Capital

During the year, no change occurred in the equity share capital of the Company.

5. Details of Board Meetings

Pursuant to Section 173(1) of Companies Act, 2013, Seven Board Meetings were held during the year 2022-23 and the intervening period between two consecutive meetings did not exceed one hundred and twenty days.

The dates of Board Meetings were as follows:

Date of the meeting	No. of Directors attended the meeting
30.05.2022	5
28.07.2022	5
31.08.2022	5
01.09.2022	5
27.09.2022	Hi-
17.11.2022	5
25.02.2023	5

The number of Board Meetings attended and the attendance of Directors at the last Annual General Meeting during the Financial Year 2022-23 are as mentioned below :

SR NO.	NAME OF DIRECTOR	NO. OF MEETINGS ATTENDED	ATTENDANCE AT THE AGM HELD ON 30th NOVEMBER. 2021
1	Aparesh Nandi	7	Yes
2	Uday Narayan Singh	7	Yes
3	Jayanta Kumar Ghosh	7	Yes
4	Sanghamitra Mukherjee	7	Yes
5	Sudipta Kumar Mukherjee	7	Yes

NOTES:

A. Dr. Sanghamitra Mukherjee and Mr Sudipta Kumar Mukherjee are the Independent Directors of the Company.

B. Independent Directors are entitled to a sitting fee for every Board Meeting attended by them.

C. Required quorum was present in all the meetings.

D. Compensation paid/payable to Non - Executive Directors is given under "Remuneration Policy" section of the report.

6. Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

7. Committees of Board

The Board comprises 5 Directors of which, 2 are Non-Executive, Independent Directors. The composition of the Board is in conformity with Section 149 of the Act.

Mr Sudipta Kumar Mukherjee was appointed as an Additional Director to hold the position as an Independent Director with effect from 27^th January 2022. His appointment as a Non-Executive Independent Director was confirmed and passed by the shareholders at its meeting held on the 30^th September 2022.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 the Company have complied with the laws and the codes of conduct applicable to them and have ensured that the business is conducted with integrity and that the Companys financial information flow is accurate. In case of violation or complaint, a report may be made under the Vigil mechanism system of the Company.

The Company has an Internal Complaints Committee and a policy to address internal complaints regarding Sexual Harassment of Women at Workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. No complaint is reported for the year under consideration.

8. Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act. 2013. your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable iaws and that such systems were adequate and operating effectively.

9. Loans Guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.

The company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security provided.

10. Statutory Auditors, their Report and Notes to Financial Statements

Md Adil Hassan of M.A. Hassan & Co, Firm of Chartered Accountants (Firm Registration No. 326923E) appointed as Statutory Auditors of the Company at the General Meeting held on 7^th August 2020 for a period of 5 years till 2023-24.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

11. Secretarial audit

Secretarial Audit report is required in terms of Section 204 of the Act and Rules made thereunder and is complied and forms part of this report.

12. Related Party Transactions

The details of transactions entered into with the Related Parties are provided in the financial statement enclosed as Annexure 3.

13. Human Resources

Your Company treats its "human resources as one of its most important assets.

Your Company continuously strives to develop various methods and programs for attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. I he personnel relations remained satisfactory during the year. Your Directors would like to place on record their appreciation of the valuable contribution made by all employees at all levels.

The Company has an Internal Complaints Committee and a policy to address internal complaints regarding Sexual Harassment of Women at Workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

14. Companys policy on appointment and remuneration of Directors and Key Managerial Personnel

The Company has formulated a Remuneration policy pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereof. The remuneration policy is periodically reviewed and approved by the Nomination and Remuneration Committee.

a. Managing Director and Executive Directors

The Managing Director, Whole 1 ime Director and other Executive Directors will be paid in accordance with the Companies Act 2013. Shareholders approval will be sought wherever necessary and the Nomination and Remuneration Committee will finalize the salaries every year within the prescribed limits based on market rates and industry standards.

b. Non-Executive/ Independent Directors

Independent Directors are entitled to a sitting fee of Rs.2500/- for every Board Meeting attended by them.

c. Key Managerial Personnel (KMP) and Managers

The yearly remuneration of KMP will be finalized by the Managing Director within the limits / guidelines prescribed by the Board and, if necessary by law, by the Nomination and Remuneration Committee based on market rates and industry standards, job responsibilities and performance.

15. Statement containing salient features of financial statements of subsidiaries

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure 2.

16. Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Policy seeks to identify risks inherent in the business operations of the Company and lays down the mitigation methods which are periodically reviewed and modified in a manner commensurate with the size and complexity of the business by the Audit Committee and the Board.

Volatility of the India currency, inflation and Key inputs like cotton, jute, agro products prices continues to be the major challenges facing the industry. However, the Company strives its best endeavors to mitigate methods the same.

17. Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company is committed to ensure that its operations are carried out within a well defined internal control framework. Good governance, well defined systems and processes, a vigilant finance function and an independent Internal Audit function are foundation of the internal control system.

18. Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals that may have an impact on the going concern status and companys operations

19. Declaration by independent directors

Dr Sanghamitra Mukherjee and Mr Sudipta Kumar Mukherjee are Independent Directors (IDs) on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company. The Company has received declarations from all Independent Directors confirming that they meet the criteria for independence in the required format under the Companies Act. 2013. Both of them have filed declarations of independence and they are deemed to be independent within the meaning of Section 149 of the Act.

Mr. Sudipta Kumar Mukherjee has appointed as an Additional Director to function as an Independent Director with effect from 27^th January 2022. His appointment as a Non-Executive Independent Director was confirmed and passed by the shareholders at its Annual General Meeting held on the 30^th September 2022 as per the requirement of the Companies Act, 2013.

20. Directors

Mr Uday Narayan Singh, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

21. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

22. Fixed Deposits

The Company has not accepted any deposit from the public for the financial year ended 31^st March 2023.

23. Particulars of Employees

The Company did not have in its employment any employee pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 wherein statement of particulars of employees is required to be given in the Report.

24. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The Companys activities during the year do not entail disclosure with respect to conservation of energy, technology absorption, etc. in accordance with the provisions of Section 134(3)(m) of the Company Act, 2013.

4

f

The Company has earned Rs. 41,851.64 lacs as Export Sales in Foreign Exchange and 0.56 lacs has been booked as Foreign Exchange outgo.

25. Appreciation

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, suppliers, advisers technology providers and all other stakeholders and of the Company for their continued support. Your Directors place on record their deep appreciation of the assistance and guidance provided by the all concerned departments of the Government of India, Central and State Governments, and other statutory authorities. Your Directors thank the bankers associated with your Company for their support as well. Your Directors acknowledge the support received from you as shareholders of the Company. _<

Aparesh Nandi

Managing Director

DIN;00722439

 

Chairman

Date: 31st August, 2023

Place: Kolkata

On behalf of the BoanLejf Directors