Phoenix Township Ltd Directors Report.

To,

The Members,

Phoenix Township Limited

Your Directors have pleasure in presenting their 26th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31" March, 2019.

FINANCIAL SUMMARYORHIGHLIGHTS/PERFORMANCE OF THE COMPANY

Particulars 3t•t March, 2019 31st March, 2018
Total Income 20,58,22,058 18,11,68,093
Less: Total Expenditure 16,35,50,244 14,59,38,556
Profit Before Interest, Depreciation, prior period 4,22,71,814 3,52,29,537
Item and Tax
Less: Depreciation 2,43,06,572 2,04,17,700
Less: Interest 64,47,522 62,06,173
Less: Prior Period Items 13,235 1,50,383
Profit Before Extraordinary Items and Tax 1,15,04,485 84,55,281
Less: Extra-Ordinary Items
Profit/(Lossl Before Tax 1,15,04,485 84,55,281
Less: Tax Expense
(a) Current Tax 18,50,000 17,69,296
(b) Deferred Tax 18,53,309 4,07,545
Less: Other Comprehensive Income 12,00,482
Profit /(Loss) For The Year 66,00,694 62,78,440

During the year under consideration the income of your Company has increased to Rs. 2,058.22 Lacs in the current year from Rs. 1,811.68 Lacs earned in the previous year. The Profit before Tax (PBT) of the Company for the current year has increased to Rs. 115.04 Lacs as against Rs. 84.55 Lacs in the previous year. Similarly the Profit after Tax (PAT) for the current year is Rs. 66.01 Lacs as compared to Rs. 62. 78 Lacs earned in the previous year.

1. CHANGE IN THE NATURE OF BUSINESS, There is no change in the business activity of the Company.

2. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture Company or Associate Company as on 31st March, 2019 and any information for this purpose is not applicable to the company.

3. DIVIDEND

To conserve resources which would assist in future growth of the Company, no dividend is recommended by the Board for the financial year ended 31st March, 2019.

4. RESERVES

During the year under review, the company has not made any transfer to reserves.

5. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance ofDeposit) Rules, 2014. During the year, no amounts were outstanding which were classified as Deposits under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

6. SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 28,00,00,000/- and the paid up share capital of the companyisRs.21,68,08,680/-..

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2018-2019.

7. EXTRACTOFTHEANNUALRETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-A" and same is available on website of the company www.hbeindia.com/investor-information.htrnl.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in" Annexure-B" to this Report.

10.AUDITORSANDAUDITORSREPORT

At 24th Annual General Meeting of the Company Mis. Chaturvedi Sohan & Co., Chartered Accountants (having ICAl Registration No: 118424W), appointed to act as Statutory Auditor of the Company for a period 5 years commencing from the conclusion of 24th Annual General Meeting up to the conclusion of Annual General Meeting to be held in the calendar year 2022, Subject to the ratification of their appointment in every subsequent Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on Ratification of the appointment of the Statutory Auditors.

Mis. Chaturvedi Sohan & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial year ended March 31, 2019 and have issued the Auditors Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report.

11. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mis. Kothari H. & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is

12.DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) ChangesinDirectorsandKeyManagerialPersonnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Dr. Prafulla Rajaram Rede, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Dev K.irit Toprani as an Additional Director (For Non-Executive & Independent Category) of the Company with effect from September 6, 2018. In terms of Section 161 of the Act, Mr. Dev K.irit Toprani holds office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Dev K.irit Toprani name for the office of Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Dev K.irit Toprani as a Independent Director, for the approval by the members of the Company.

As per provisions of Section 161 of The Companies Act, 2013 and pursuant to Articles of Association of the Company Mr. Dev K.irit Toprani, will hold their office up to the ensuing Annual General Meeting, therefore the Board proposed their appointment as Independent Director of the Company at ensuing Annual General Meeting subject to approval members via. Ordinary Resolution.

During the Financial year, Mr. Pralhad Bhagwant

Desai, an Independent Director of the Company, resigned on 01 st May, 2018 and Mr. Dev K.irit Toprani were appointed as Additional Independent Directors on 06th September, 2018.

Further Mr. Puspraj Ramshila Pandey was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 07th January, 2019 in place of Mr. Shubham Agarwal, who resigned as CFO of the Company w.e.f. 28th September, 2018.

B) Declaration by Independent Director(s) and re-appointment,if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C) FormalAnnualEvaluation:

Pursuant to the provisions of the Companies Act, 2013 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, as also of, the directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) MeetingsoftheBoardof Directors:

The Company held a minimum of one Board meeting in every quarter. The details of the Meetings held during the financial year are given in the Corporate Governance Report.

13.AUDITCOMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate

Governance under the head, Audit Committee for matters relating to constitution, meetings and functions of the Committee.

14.DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WIIlSTLE BLOWER POLICY FORDIRECTORSANDEMPLOYEES The Company has a vigil mechanism to deal with instances of fraud and I or mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

15.NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer to section on Corporate Governance, under the head, Nomination & Remuneration Committee for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Brief of the Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is attached as Annexure-D to this report.

16. CORPORATE SOCIALRESPONSIBILITY(CSR) The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.

17. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

18.BUSINESSRISKMANAGEMENT

Your Company has a robust Risk Management policy. The Company through a Steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The details of Risk Management as practiced by the Company are provided as part of Management Discussion andAnalysis Report, which is a part of this Report.

19.PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details ofLoans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

20.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.hbeindia.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions were entered during the year by your Company and therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 inFormAOC-2 is not been furnished.

21.PARTICULARSOFEMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as

During the financial year 2018-2019, there were no employee in the Company whose particulars are required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. CORPORATE GOVERNANCE CERTIFICATE & REPORT ON CORPORATE GOVERNANCE: Certificate from the Auditors of the Company, Mis. Chaturvedi Sohan & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

23. POLICIES:

All the policies are available on the website of the Companyi.e. www.hbgindia.com.

24.MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion & Analysis Report for the year under review, as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

25. DIRECTORSRESPONSIBILITYSTATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as (mentioned in the Notes to the financial statements) have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the Profit/ loss of the Company forthe year ended on that date; (c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. (t) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26.GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. b. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. c. There were no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of the Report.

27. ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, financial institutions, Banks, regulatory authorities, customers and members and the society at large. The Directors also thank Governments of various countries, Government of India, Government of Goa, Government of Maharashtra and concerned Government Departments/ Agencies for their cooperation. Deep sense of appreciation is also recorded for the dedicated efforts and contribution of the employees of the company at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board of Directors

Phoenix Township Limited

Sd/-

Dr. Prafulla R. Hede

Chairman

DIN: (00651441)

Place: Mumbai

Date: 30th May, 2019