Phoenix Overseas Ltd

Phoenix Overseas Ltd Directors Report

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Apr 29, 2025|03:16:16 PM

Phoenix Overseas Ltd Share Price directors Report

The Members of Phoenix Overseas Limited

Your Directors are pleased to present their 21^st Annual Report and the Companys Audited Financial Statement for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS:

The Companys financial performance, for the year ended 31st March, 2024 is summarized below:

Particulars	Standalone (Amount are in Rs. Lacs unless otherwise stated
	31.03.2024	31.03.2023
Net Sales /Income from Business	54,837.39	4	5,097.07
Operations
Other Income	77.71	34.54
Total Income	54,915.11	4	5,131.61
Less Total Expenses	5	4,190.65
Profit after depreciation and Interest	724.45	4	9
Less Current Income Tax	180.9	1	24.18
Less Previous year adjustment of Income	3.44	-
Tax
Less Deferred Tax	1		.
Net Profit after Tax	538.69	3	7
No. of Shares	49.22	4	9.22
Earnings per share (Basic)	1	0.94
Earnings per Share (Diluted)	3.31	7.55

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

We are happy to notify you that the Companys securities are now in the process of listing in Emerge Platform of NSE of India Limited (“NSE Emerge”). The company will be benefited greatly from the listing on a national platform, which will present numerous chances for corporate expansion. The company has filed its draft red herring prospectus on 19^th June, 2024. The offer size in terms of number of equity shares is 56,30,000 out of which 10,50,000 equity shares are offered by the promoters of the company as offer for sale. Net fresh offer to the public will be of 45,80,000 equity shares. The offer is made in terms of Regulation 229(2) of chapter IX of the SEBI (ICDR) Regulations, 2018 as amended.

The Financial Year 2023-24 was one of the significant years in terms of growth and sustainability. The year 2023-24 was indeed a challenging year but instead of constantly keeping a close watch on the various fluctuations and by putting best effort to overcome from it, company able to achieve profit. On a standalone basis, the revenue from operations for FY 2023-24, increased to Rs. 5,48,37,39,375.94 as compare from the previous year is Rs. 4,50,97,07,000.00 (FY 2022-23). However, the Net Profit after Tax is increased to Rs.5,38,69,000.00 as compare from the previous year was Rs. 3,71,85,000 for FY 2022-23. The Management discussion and analysis report focuses on your Companys strategies for growth and the performance review of the businesses /operations in depth and forms part of this Annual Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the company.

4. DIVIDEND

In order to conserve the resources, and to improve the financial position of the Company, the Directors of your company do not recommend any final dividend for the current year. However, the company has paid an amount of Rs.1,08,28,413.00 as an interim dividend during the year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend declared and paid last year and hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. AMOUNTS TRANSFERRED TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

During the year under review, this item is explained under the head “Reserves and Surplus” forming part of the Balance Sheet, as mentioned in the note No. 3 of the Significant accounting policies and notes forming part of the financial statements.

7. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

There are nil shares in suspense account.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Companys securities are now in the process of listing in Emerge Platform of NSE of India Limited (“NSE Emerge”). The company will be benefited greatly from the listing on a national platform, which will present numerous chances for corporate expansion. The company has filed its draft red herring prospectus on 19th June, 2024. The offer size in terms of number of equity shares is 56,30,000 out of which 10,50,000 equity shares are offered by the promoters of the company as offer for sale. Net fresh offer to the public will be of 45,80,000 equity shares.

Objects of the Offer

The net Proceeds are proposed to be used in the manner set out in the following table:

Sr. No. Particulars	Estimated Amount in Lakhs
1. Funding of our working capital requirements	1,000.00
2. Pursuing Inorganic Growth initiatives	600.00
3. General corporate purposes	Our Company proposes to deploy the balance Net Proceeds

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- I and is attached to this report.

10. STATUTORY AUDITORS

Pursuant to applicable provisions of the Act, the Members of the Company at the EGM held on 15-04-2024, appointed M/s. Jain Seth & Co. Chartered Accountants (FRN No: 002069W), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s M A Hassan, Chartered Accountants (FRN: 326923E). M/s. Jain Seth & Co. Chartered Accountants (FRN No: 002069W) be entitled to hold office as statutory auditor of the company up to the conclusion of ensuring Annual General Meeting. The Auditors Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Auditors have not reported any incident of fraud in terms of Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors Report are self- explanatory and do not call for any further comments.

11. SECRETARIAL AUDIT REPORT

In accordance with provisions of Section 204(1) of the Companies Act, 2013, the Company had appointed M/S TP & Associates, Practicing Company Secretaries to conduct the secretarial audit of the Company for the Financial Year 2023-2024.

The Secretarial Audit Report for the financial year ended on March 31, 2024, is annexed herewith marked as Annexure-II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

12. SHARE CAPITAL

Your Companys Equity Share Capital position as at the beginning of the financial year 2023-24(i.e., as on April, 1, 2023) and as at the end of the said financial year (i.e., as on March, 31, 2024) was as follows:

Category of Share	Authorized Share Capital			Issued, Subscribed & Paid-up Share Capital
Category of Share Capital	No. of Shares	Face Value Per Share	Total Amount	No. of Shares	Face Value Per Share	Total Amount
As on April 1,
2023
Equity	1,50,00,000	10	15,00,00,000	4,92,20,000	1 0		49,22,00,000
Preference	-	-	-	-	-	-
Total	1,50,00,000	10	15,00,00,000	4,92,20,000	1 0		49,22,00,000
As on March,
31, 2024
Equity	1,50,00,000	10	15,00,00,000	4,92,20,000	1 0		49,22,00,000
Preference	-	-	-	-	-	-
Total	1,50,00,000	10	15,00,00,000	4,92,20,000	1 0		49,22,00,000

Further the company in the month of April 2024 the authorised share capital of the company was increased from Rs. 15,00,00,000 to Rs. 25,00,00,000 and the company has issued bonus share to the shareholders of the company at the ratio of 1:2 for every 49,22,006 equity shares.

13. COST RECORDS AND COST AUDITORS

The provision for conducting Cost Audit and or maintaining Cost Record as per the Act does not apply to your Company during the financial year under report.

14. RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL

AUDITOR OF THE COMPANY

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors Reports (Standalone a nd Consolidated) on the Financial Statements for the Financial Year 2023-24.

Except as stated below, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2023-24.

15. DEPOSITORY SYSTEM

Your Companys Equity Shares a re a vailable for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0FPO01018.

16. SCHEME OF AMALGAMATION / ARRANGEMENT

During the Financial Year 2023-24, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation /Takeover / Demerger or Arrangement with its Members and/or Creditors.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated 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 have selected such accounting policies and applied them consistently and made judgements 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 have 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 have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENT

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2023-24.

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

20. PARTICULARS OF EMPLOYEES

There were no employee in receipt of remuneration of Rs. 1.02 crores Rupees per annum if employed for whole of the year or Rs. 8.50 Lakhs per month, if employed for part of the year, whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

21. DIRECTORS

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024

S. No Name of the Directors	Nature of Directorship
1 Aparesh Nandi	Managing Director
2 Sudipta Kumar Mukherjee	Independent Director
3 Jayanta Kumar Ghosh	Non-Executive Director
4 Uday Narayan Singh	Non-Executive Director
5 Sanghamitra Mukherjee	Independent Director/Women Director
6 Ranajit Kumar Mondal	Independent Director

22. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, in the Financial Year 2023-24.

1. Aparesh Nandi- Managing Director

23. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KMPs

During the year under review, Mr. Ranajit Kumar Mondal (DIN-06430495) was appointed as additional director. Further Mr. Ranajit Kumar Mondal (DIN-06430495) was appointed as Independent Director under section 149(6) of the Companies Act, 2013 on 15.04.2024.

Further, Mr. Abhishek Chakraborty was appointed as company secretary and compliance officer, and Mr. Kingshuk Basu was appointed as chief financial officer of the company on 01.05.2024.

24. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board of the Directors of your Company has formulated a Nomination a nd Remuneration Committee comprising of the following Directors as on March 31, 2024:

Sr. No. Name of the Member	Designation in the Committee & Nature of Directorship
1 Sanghamitra Mukherjee	Chairperson/Independent Director
2 Sudipta Kumar Mukherjee	Member/ Independent Director
3 Jayanta Kumar Ghosh	Non-Executive Directors

There were 04 (Four) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2023-24, (i.e., June 24, 2023, August 31, 2023, December 8, 2023 and February 09, 2024). During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given or guarantees given or investments made or securities provided are given in notes to financial statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED

PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business under the Companies Act 2013 and not material under the Listing Regulations and hence did not require members prior approval under the Companies Act 2013 and the Listing Regulations. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are attached as Annexure-III in the Form AOC-2.

27. INDEPENDENCE & OTHER MATTERS PERTAINING TO INDEPENDENT

DIRECTORS

Pursuant to the provisions of Section 134(3) (d) of the Companies Act, 2013, disclosure is hereby given that your Company has received declaration/confirmation of independence from all its Independent Directors, pursuant to Section 149(7) of the Companies Act, 2013 as amended from time to time, and the same have been noted and taken on record by the Board, after undertaking due assessment of the veracity of the same. All the Independent Directors of your Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. All the Independent Directors of your Company are registered with the Indian Institute of Corporate Affairs, Manesar (“IICA”) and have their name included in the ‘Independent Directors Data Bank maintained by the IICA. The status of Proficiency Test of the Independent Directors conducted by IICA are as follows:

Sr. No Name of the Independent Director	Status of clearing the Proficiency Test
1 Sudipta Kumar Mukherjee	Exempted
2 Sanghamitra Mukherjee	Exempted
3 Ranajit Kumar Mondal	Will appear

28. MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance, in order to enable them to plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening Meetings at a shorter notice with consent of all the Directors or by passing a Resolution through Circulation. There were 10 (Ten) Meetings of the Board of Directors held during the Financial Year 2023 24, (i.e., April 18, 23, July 13, 2023, August 31,2023, October 18, 2023, October 25, 2023, December 26,2023, January 01 ,2024, February 01, 2024, February 09, 2024 and March 20, 2024 ). The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred Twenty) days.

29. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & Its Powers) Rules, 2014, your Company has constituted an Audit Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No. Name of the Member	Designation in the Committee & Nature of Directorship
1 Sudipta Kumar Mukherjee	Chairperson/Independent Director
2 Sanghamitra Mukherjee	Member/ Independent Director
3 Aparesh Nandi	Executive Directors

There were 05 (Five) Meetings of the Audit Committee held during the Financial Year 2023-24, (i.e., June 24, 2023, August 31, 2023, December 8, 2023 February 09, 2024 and March 20, 2024). During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Directors were accepted by the Board and there were no instances where the recommendations were not accepted.

30. DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2023-24.

Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:

(a) Accepted during the Financial Year 2023-24	Nil
(b) Remained unpaid or unclaimed during the Financial Year 2022-23	Nil
(c) Whether there has been any default in repayment of deposits or payment of
interest thereon during the Financial Year
2022-23 and if so, number of such cases and total amount involved
(i) At the beginning of the year	Nil
(ii) Maximum during the year	Nil
(iii) At the end of the year	Nil
(d) Details of Deposits which are not in compliance with the requirements	Nil
of Chapter V of the Companies Act, 2013

31. SUBSIDIARY COMPANIES

During the Financial Year 2023-24, no company has newly become or ceased to be a Subsidiary of your Company. Your Company had one subsidiary company as defined under Section 2(87) of the Companies Act, 2013 during the Financial Year 2023-24:

KBC Solvex Private Limited

CIN: U24100WB2009PTC135503

KBC Solvex Private Limited is the Subsidiary of your Company throughout the Financial Year 2023-24, in which your Company holds 66.67% of the Equity Share Capital as on March 31, 2024. Further the company has two associates companies as defined under section 2(6) of the Companies Act, 2013 during the Financial Year 2023-24:

Resilient Exports Pvt. Ltd.	CIN: U51109WB1995PTC073780
BCL Bio Energy Private Limited	CIN: U11200WB2021PTC244926

Your company holds 33.83% and 29% in BCL Bio Energy Private Limited and Resilient Exports Pvt. Ltd. throughout the Financial Year 2023-24. A statement containing the salient features of the financial statement of the subsidiary/joint venture Company/associates in the prescribed format AOC-1 is annexed herewith as “Annexure IV”.

32. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2021, Annual Return in Form MGT-7 for the Financial Year 2023-24 is being placed on the website of your Company and is available at https://www.phxglobal.net/.

33. STAKEHOLDERS RELATIONSHIP AND INVESTOR GRIEVANCE COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No. Name of the Member	Designation in the Committee & Nature of Directorship
1 Ranajit Kumar Mondal	Chairperson/Independent Director
2 Sudipta Kumar Mukherjee	Member/ Independent Director
3 Uday Narayan Singh	Member/Non- Executive Director

34. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE & CSR POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2 014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors, comprising of the following Directors as on March 31, 2024:

Sr. No. Name of the Member	Designation in the Committee & Nature of Directorship
1 Ranajit Kumar Mondal	Chairperson/Independent Director
2 Sanghamitra Mukherjee	Member/ Independent Director
3 Jayanta Kumar Ghosh	Member/Non- Executive Director

CSR Policy:

The CSR Policy of your Company is available on your Companys website and is available at https://www.phxglobal.net/.

CSR Obligation:

Your company is conscious of its social Responsibility and the environment in which it operates. During the financial year 2023-24 as per section 135 of the Companies Act, 2013 an amount of Rs.9,38,299 is required to be spent by the company on CSR activities.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual and temporary) are covered under this policy. The Company has not received any complaints during the year 2023-24.

36. VIGIL MECHANISM

The Board of Directors have established ‘Whistle Blower Policy and ‘Code of Conduct for the directors & employees of the Company as required under the provisions of Sec. 177 of the

Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014.

37. SECRETARIAL STANDARDS

The Board has ensured the compliances with the provisions of the applicable Secretarial Standards to the best of their knowledge.

38. CORPORATE GOVERNANCE

Our Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance and believes in conducting its business with due compliance. The Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, forms an integral part of this Report as Annexure-V.

39. CREDIT RATING

During the year under review, Acuite has affirmed a Long term credit rating of Acuite BBB-Stable. 40. COMPANY RELATIONS

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

41. ACKNOWLEDGEMENTS

The directors place on records their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the company.

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