Directors Report of Phoenix International Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 37^th Annual Report on the business and operations of the Company along with the Audited Accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/Performance of the Company

The Standalone & Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2024, are prepared in compliance with the applicable provisions of the Companies Act, 2013 (“the Act”), Indian Accounting Standards (“Ind AS”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations”].

(Amount in Rs/Lacs)

Particulars	Standalone		Consolidated
	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Sales & Other Income	2777.34	3301.07	2778.78	3307.43
Profit / (Loss) before Depreciation	721.57	654.84	705.79	641.15
Less Depreciation	362.75	361.85	362.75	361.85
Profit/(Loss) after Depreciation but before Extra-Ordinary Items	358.82	292.99	343.04	279.30
Add: Extra Ordinary Items	-	-	-	-
Profit/ (Loss) after Extra Ordinary Items - but before Tax	358.82	292.22	343.04	279.30
Less: Provision for Income Tax/ Deferred Tax Liability	104.56	63.77	104.56	63.77
Profit / (Loss) After Tax	254.26	229.22	238.48	215.53

2. Dividend

In the view of the future requirements of the funds of the company. Your directors do not recommend any dividend for the year ended March 31, 2024.

3. Reserves

The Board of Directors has decided to retain the entire profits for F.Y. 2023-24 in P&L account.

4. Brief description of the Company''s working during the year/State of Company''s affair

During the year under review

On Standalone basis: Although revenue of the company has decreased from Rs 3301.07 lacs in the previous financial year to Rs 2777.34 lacs in the current financial year but Profit after tax for the year was Rs.254.26 lacs as compared to Rs 229.22 lacs in previous financial year.

On Consolidated basis: Revenue from operations of the company has decreased from Rs 3307.43 lacs in the previous financial year to Rs 2778.78 lacs in the current financial year. Profit after tax for the year is Rs. 238.48 lacs as compared to Rs 215.53 lacs in the previous financial year.

5. Change in the nature of business, if any.

During the year under review, there was no change in the nature of business of the Company.

6. Related Party Transactions.

In Compliance with the provisions of Sections 177 and 188 of The Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company have taken necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2023-24 with related parties, as defined under The Companies Act and SEBI (LODR) Regulations were in the ordinary course of business and on arm''s length basis.

During the year under review, your Company had entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions and which are within the limits as approved by the members in the 36^th Annual General Meeting.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company''s operations.

Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of the Annual Report.

All transactions which were entered into during the Financial Year 2023-24 were on arm''s length basis and in the ordinary course of business. The details of such transactions are given in The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies Account) Rules,2014 as set out as Annexure-2 to this report

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Independent Director Mr. Narendra Aggarwal has Resigned from the Company in August due to personal reasons and other commitments.

Other than the above there are no material changes and commitments which have occurred between the end of the financial year of the company to which the financial statement relates and the date of the report, which may affect the financial position of the company.

8. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future.

There were no significant and material orders passed by any Regulators or Courts or T ribunals which may impact the going concern status and company operation in future.

9. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has identified and documented all key financial controls which impact the financial statements, as part of its standing operating procedures (SOPs). The SOPs are designed for all critical processes across office where financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to process owner. The financial controls are tested for effectiveness through management ongoing monitoring and review and independently by the internal audit. In our view the internal financial controls, effecting financial statements are adequate and operating effectively.

10. Details of Subsidiary Companies.

Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries'' companies. There are no associate companies or joint venture companies as per the Companies Act, 2013.

11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Your company have two subsidiaries company. Further the company do not have any associate company.

A statement containing the salient features of the financial statements of the subsidiary companies is attached herewith as ANNEXURE-1, forming part of this report.

12. Deposits

The Company has neither invited nor accepted any deposits from the public falling in the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the period under review. Accordingly, no disclosures are required in this regard by the Company.

13. Auditors and Auditors Report

I. Statutory Auditor: -

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee as specified under section 143(12) of the Act, during the year under review.

II. Secretarial Auditor: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013, company has conducted Secretarial Audit for the year 2023-24 by a peer reviewed Practicing Company Secretary Firm M/s. Indu Sisodia & Co, Company Secretaries. Their appointment was approved in Board meeting held on 11^th March, 2024. Company has obtained Secretarial Audit Report for the Year 2023-24 in form MR-3 and the response to their comment is enclosed as Annexure-7 to this report.

III. Cost Auditor

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2023-24.

14. Confirmation on Nil Fraud, Misfeasance or any Irregularity in the Company.

As required under Section 143(12) of Companies Act 2013, we wish to report that during the year there is no reported case of fraud, misfeasance or any other irregularity in the Company.

15. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

As the Company has not issued any Employee Stock Options during the year under review, hence there is nothing to disclose as required under Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

As the Company has not made provision of money for purchase of its own shares by Employee or by trustee for the benefit of employees during the year under review, hence there is nothing required to disclose the details as required under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014

D) Listing of Shares

The Equity Shares of the Company is listed with BSE Limited.

16. Annual Return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the company (Form MGT-7) is available on the website of the Company i.e. www.phoenixindia.com

17. Conservation of energy, technology absorption and foreign exchange earnings and out go

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the ''Annexure-3, which is annexed hereto and forms a part of the Boards'' Report.

Foreign exchange earnings and Outgo

Description	Value in Rs.
Earning in foreign Currency/Export Sales	NIL
Remittance in foreign currency-material & others including travelling	12.42 Crores

18. Board of Directors ("Board”)

(i) Number of meetings

The Board met 5 times during the year under review. The details of such meetings are disclosed in the Corporate Governance Report forming part of this Annual Report. The maximum gap between any two consecutive meetings was less than 120 (one hundred and twenty) days, as stipulated under Section 173(1) of the Act and Regulation 17(2) of the SEBI (LODR) Regulations 2015 and the Secretarial Standards issued by Institute of Company Secretaries of India.

(ii) Appointment/Re-Appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and provision of the Articles of Association of the Company, Mr. Paruvatharayil Mathai Alexander (DIN-00050022) Director of the Company, is liable to retire by rotation and being eligible offers himself for reappointment. The disclosures required pursuant to Regulation 36 of the SEBI (LODR) Regulations 2015 are given in the Notice of the AGM, forming part of the Annual Report. Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

(iii) Independent Directors

In terms of Section 149 of the Act, During the year 2023-24 Mr. Jitendra Kumar Pancharia, Mrs. Pushpa Joshi and Mr. Narendra Aggarwal were the Independent Directors of the Company.

(iv) Declaration of independence

The Company has received necessary declaration from each Independent Director of the Company stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015. Based on the declarations received from the Directors, the Board confirms that the Independent Directors fulfill the conditions as specified under Schedule V of the SEBI (LODR) Regulations 2015 and are independent of the management. Independent Director have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (LODR) Regulations 2015.

(v) Board evaluation

The Company has devised a framework for performance evaluation of Board, its committees and individual directors in terms of the provisions of the Act, the SEBI (LODR) Regulations 2015 and the Nomination Policy of the Company.

During the year under review, the Board carried out the evaluation of its own performance and that of its committees and the individual directors. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors.

The evaluation process consisted of structured questionnaires covering various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc.

Further, pursuant to the applicable provisions of the Act, the performance evaluation criteria for the Independent Directors are disclosed in the Corporate Governance Report forming part of this Annual Report.

19. Key Managerial Personnel

The following Directors/Executives continued as KMPs of the Company during Fiscal year 2024:

• Mr. Narender Kumar Makkar, Chief Financial Officer & Company Secretary

• Mr. Korde Tushar Deepak, Chief Executive Officer

20. Committees of the Board

(i) Audit Committee

Your Company has a duly constituted audit committee, with its composition, quorum, powers, role and scope in accordance with Section 177 of the Act and Regulation 18 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the Audit Committee along with the dates of meeting and the T erms of Reference of the Committee, is disclosed in the Corporate Governance Report forming part of this Annual Report.

For the year under review, all the recommendations made by the Audit Committee to the Board, were duly accepted by the Board. The Board has, on recommendation of its audit committee, duly adopted a Vigil Mechanism/ Whistle Blower Policy and the details of which are provided in the Corporate Governance Report forming part of this Annual Report. Adequate safeguards are provided against victimization to those who avail of the mechanism and direct access to the Chairperson of the audit committee is provided to them.

(ii) Nomination and Remuneration Committee ("NRC")

Your Company has a duly constituted NRC, with its composition, quorum, powers, role and scope in accordance with Section 178 of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the NRC along-with the dates of meeting and the terms of reference of the committee are disclosed in the Corporate Governance Report forming part of this Annual Report. Nomination Policy and Executive Remuneration Policy/ Philosophy: -In terms of Section 178 of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015, the Board of your Company had, on recommendation of the NRC, adopted a Nomination Policy, which inter alia enumerates the Company''s policy on appointment of directors, KMP and senior management. Further, the Board has, on recommendation of NRC, also adopted a policy entailing Executive Remuneration Philosophy, which covers remuneration philosophy covering the directors, KMP, senior management and other employees of the Company.

Salient features of the aforesaid policies are as under:

(a) Nomination Policy: The Nomination Policy is enacted mainly to deal with the following matters, falling within the scope of the NRC:

• To institute processes which enable the identification of individuals who are qualified to become directors and who may be appointed as key managerial personnel and/or in senior management and recommend to the Board of Directors their appointment and removal from time to time;

• To devise a policy on board diversity;

• To review and implement the succession and development plans for managing director, executive directors and officers forming part of senior management;

• To formulate the criteria for determining qualifications, positive attributes and independence of directors;

• To establish evaluation criteria of board, its committees and each director.

(iii) Risk Management Committee ("RMC")

Your Company has a duly constituted RMC, which is inter alia entrusted with the responsibility of monitoring and reviewing the risk management plan and the cyber security of the Company and such other functions as may be delegated by the Board from time to time.

The composition, quorum, powers, role and scope of the RMC are in accordance with the applicable provisions of the Act and Regulation 21 of the SEBI (LODR) Regulations 2015. Details regarding the composition of the RMC along with the dates of meeting and the terms of reference of the committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

Risk Management Policy

Your Company has framed and implemented a Risk Management Policy in terms of the provisions of Regulation 17 of the SEBI (LODR) Regulations 2015, for the assessment and minimization of risk, including identification therein of elements of risk, if any, which may threaten the existence of the Company.

The policy is reviewed periodically by the RMC, along with the key risks and related mitigation plans. More details on risks and threats have been disclosed hereinabove, as part of the Management Discussion and Analysis.

Further, in view of the ever-increasing size and complexity of the business operations, your Company is exposed to various risks emanating from frauds. Accordingly, the Board has, on recommendation of the Audit Committee, also adopted an Anti-Fraud Policy and a Whistle Blower Policy, to put in place, a system for detecting and/or preventing and/or deterring and/or controlling the occurrence of frauds.

(iv) Corporate Social Responsibility Committee ("CSR committee")

The provisions of the Section 135 of The Companies Act, 2013 are not applicable on your company.

(v) Stakeholders Relationship Committee ("SRC”)

Your Company has a duly constituted SRC, with its composition, quorum, powers, role and scope in accordance with in accordance with Section 178 of the Act and Regulation 20 of the SEBI (LODR) Regulations 2015. Details regarding the composition, quorum, powers, role and scope of the SRC along with the dates of meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

The Committee specifically looks into interest of shareholders, debenture holders and other security holders. It periodically reviews the status of shareholder grievances and redressal of the same.

During the year Mr. Jitender Kumar Panchria, Independent Director of the Company, was responsible for the redressal of grievances of the shareholders, debenture holders and other security holders.

21. Number of meetings of the Board of Directors

The Board of your Company met 5 times during the financial year ended 31.03.2023, the details of which are given in the Corporate Governance Report that forms the part of this Annual Report.

22. Particulars of loans, guarantees or investments under section 186

The details of Loans, Guarantees or Investments made by the company during the year, are in compliance with the Section 186 of The Companies Act, 2013.

Further, the details of the loan, guarantee and Investment are given in the accompanying financial statements of the company and are not specifically mentioned here for the sake of brevity.

23. PARTICULARS OF EMPLOYEES

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

Further, none of the employees of the company were in receipt of remuneration of more than Rs.120 lakhs during the year or Rs.8.50 lakhs per month during any part of the said year.

24. Corporate Governance

A separate section on Corporate Governance forming part of the Board'' Report along with the Certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated in Regulation 34 of the SEBI (LODR) Regulations 2015 is included in the Annual Report.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. Listing

The Equity Shares of the Company are listed on the BSE Limited. This stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2024-25 has been paid to the BSE Limited.

27. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board to the best of their knowledge and ability, 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, have 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 laws and that such systems were adequate and operating effectively.

28. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

29. Internal Financial Control Systems and Adequacy

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results

For and on behalf of the Board of Directors Phoenix International Limited

SD/- SD/-

Place: New Delhi (Narender Kumar Makkar) (Paruvatharayil Mathai Alexander)

Date: 13/08/2024 Director Director

(DIN-00026857) (DIN-00050022)

---

Mar 31, 2018

The Members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company along with the Audited Accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company

Particulars	Standalone		Consolidated
	Year Ended 31.03.2018	Year Ended 31.03.2017	Year Ended 31.03.2018	Year Ended 31.03.2017
Sales & Other Income	3964.75	4241.41	3,964.75	4,241.41
Profit / (Loss) before Depreciation	464.71	265.18	454.19	256.82
Less Depreciation	357.02	357.47	357.02	357.47
Profit / (Loss) after Depreciation but before Extra Ordinary Items	107.69	(92.29)	97.17	(100.65)
Add: Extra Ordinary Items	-	-	-	-
Profit / (Loss) after Extra Ordinary Items - but before Tax	107.69	(92.29)	97.17	(100.65)
Less: Provision for Income Tax/ Deferred Tax Liability	(82.36)	(19.38)	(82.36)	(19.38)
Profit / (Loss) After Tax	190.05	(72.90)	179.53	(81.26)

2. Dividend

To implement the plans and to expand the business activities, your Directors do not recommend any dividend for the financial year ended March 31, 2018.

3. Reserves

The Board has not proposed any amount to carry to any reserves

4. Performance

On Standalone basis, revenue from operations for FY 2017-18 were Rs. 39.64 Crore as compared to Rs.42.41 Crore in FY 2016-17. Profit after tax for the year was Rs.197.21 lacs as compared to Rs. (66.73) lacs in FY 2016-17

5. Brief description of the Company’s working during the year/State of Company’s affair

The division wise working details are as under

Particulars		Rentals Figures In Lakhs	Shoes Figures In Lakhs
1	Sales	1631.00	2266.09
2	Profit	51.08	129.15

6. Change in the nature of business, if any

There were no changes in the nature of business of the Company.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report, which may affect the financial position of the company.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There were no significant and material orders passed by any regulators or courts or tribunals which may impact the going concern status and company operation in future.

9. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The company has identified and documented all key financial controls which impact the financial statements, as part of its standing operating procedures (SOPs). The SOPs are designed for all critical processes across office where financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to process owner. The financial controls are tested for effectiveness through management ongoing monitoring and review and independently by the internal audit. In our view the internal financial controls, effecting financial statements are adequate and operating effectively.

10. Details of Subsidiary Companies

Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries companies.

There are no associate companies or joint venture companies as per the Companies Act, 2013.

Consolidated Financial Statements

As required under the SEBI Listing Regulations, consolidated financial statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the consolidated financial statements of the Company. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary companies is attached to the financial statements in Form AOC-1. (Annexure-1) The Company will make available the said financial statements and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These financial statements will also be kept open for inspection by any member at the Registered Office of the Company. and the subsidiary companies. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

The performance and financial position of the two subsidiary company are as under.

(in Rs.)

Performance	Phoenix Cement Limited	Phoenix Industries Limited
Income	-	-
Expenditure	(1,78,993)	(8,73,453)
Net Profit / (Loss)	(1,78,993)	(8,73,453)
Financial Position
Share Capital	82,95,35,700	9,43,23,000
General reserves	(556,288,168)	(226,462,309)

12. Deposits

The Company has neither invited nor accepted any deposits from the public falling in the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the period under review. Accordingly, no disclosures are required in this regard by the Company.

13. Statutory Auditors

The Statutory Auditor M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, were reappointed for further period of 5 years at the Annual General Meeting held on 28.09.2017, and they have expressed their desire for re-appointment. However in terms of provisions of provision of Section 139 (1) of Companies Act, 2013 and rules made there under, the re-appointment of Auditors is required to be retified by the Members of the Company at Annual General Meeting. The Company has received a letter from auditor confirming that they are eligible for re-appointment as auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013. Based on the recommendations of the Audit Committee and as per the provision of Section 139(1) of the Companies Act, 2013 and the Board of Directors of your Company proposes to retify the appointment of M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, as Statutory Auditors for further period till the conclusion of 33rd Annual General Meeting .

14. Auditors’ Report

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

As the Company has not issued any Employee Stock Options during the year under review, hence there is nothing to disclose as required under Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

As the Company has not made provision of money for purchase of its own shares by Employee or by trustee for the benefit of employees during the year under review, hence there is nothing required to disclose the details as required under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014

E) Listing of Shares

The Equity Shares of the Company is listed with BSE Limited.

16. Extract of the Annual Return

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return is annexed herewith in Form MGT 9 Annexure-2.

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the ‘Annexure-3, which is annexed hereto and forms a part of the Boards'' Report. Foreign exchange earnings and Outgo:

Description	Value in Rs.
Earning in foreign currency/Export Sales	NIL
Remittance in foreign currency-material & others including travelling	NIL

18. Directors:

A) Appointment / Re-Appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and provision of the Articles of Association of the Company, Mr. Narendra Aggarwal (DIN-00027347) Director of the Company, is liable to retire by rotation and being eligible offers himself for reappointment. The disclosures required pursuant to Regulation 36 of SEBI Listing Regulations are given in the Notice of the AGM, forming part of the Annual Report. Attention of the Members is invited to the relevant items in the Notice of the AGM and the Explanatory Statement thereto.

B) Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL

The following Directors/Executives continued as KMPs of the Company during Fiscal 2018:

Mr. Jitender Pancharia, Independent Director

Mrs. Rekha Mittal, Independent Director

Mr. Narender Kumar Makkar, Company Secretary

Mr. Narendra Aggarwal, Director

Mr. P M Alexander, Director

Mr. Krishna Kumar Venkataramani, Chief Executive Officer

Mr. Baby Kutty Daniel, Chief Finance Officer

GOVERNANCE GUIDELINES

During the year under review, the Company adhered to the Governance Guidelines on Board effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of directors, director remuneration, subsidiary oversight, Code of Conduct, Board effectiveness Review and Mandates of Board Committees.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (“NRC”) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidate''s visa- vis the required competencies, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read along with Schedule II of SEBI Listing Regulations, which is annexed as Annexure-4

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Regulation 19 of SEBI Listing Regulations, and the same is annexed as Annexure-7

BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The NRC reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a Board Meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarisation of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

19. Number of meetings of the Board of Directors

The Board of your Company met 4 times during the financial year ended 31.03.2018, the details of which are given in the Corporate Governance Report that forms the part of this Annual Report.

20. Committees of the Board

Currently, the Board has four committees:-

1. The Audit Committee,

2. The Risk Management Committee

3. The Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report Section of this Annual Report.

21) Particulars of loans, guarantees or investments under section 186

The details of Loans, Guarantees or Investments made under Section 186 of the Act during the year are given below:

Description	Phoenix Cement Limited	Phoenix Industries Limited
Advance Revocable	Rs.165.51 lacs	Rs. 226.87 lacs
Investment in shares	4,19,53,510 (Nos.)	84,32,300(Nos.)
	Rs. 13,08,46,956	Rs. 2,71,04,727

22. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have an potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The policy on dealing with the Related Party Transactions intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the company and Related Parties. This policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm''s Length.

The Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies Account) Rules, 2014 is set out as Annexure-5 to this report

23. PARTICULARS OF EMPLOYEES

The information on employees who were in receipt of remuneration of not less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any part of the said year as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as the same is not applicable to the Company. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are Annexed to the report as Annexure-6

24. Secretarial Audit Report

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 M/s. Shalu Singhal & Co., a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure-8

25. Corporate Governance

A separate section on Corporate Governance forming part of the Board'' Report along with the Certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated in Regulation 34 of the SEBI Listing Regulations is included in the Annual Report..

26. Risk Management Policy

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company in the areas of Risk identification; assessement, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment & management procedures and status. The Company has policy to hedge most of the payments of Currency in order to reduce the risk of volatile international market of Foreign Exchange. All properties including building, plant, machinery, furniture, fixture, stock, and Stock in transit of the Company have been properly insured against all kinds of risk.

27. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board to the best of their knowledge and ability, 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, have 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 laws and that such systems were adequate and operating effectively.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Phoenix International Limited

Sd/- Sd/-

Place: New Delhi Narender Makkar P M Alexander

Date: 13.08.2018 Director & Company Secretary Chairman

(DIN-00026857) (DIN-00050022)

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Mar 31, 2015

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales & Other Income 39,39,28,774 37,78,33,941

Profit / (Loss) before Depreciation 2,78,57,041 3,58,83,882

Less Depreciation 1,31,45,131 2,24,25,802

Profit / (Loss) after Depreciation but before Extra Ordinary Items 1,47,11,910 1,34,58,080

Add: Extra Ordinary Items - -

Profit / (Loss) after Extra Ordinary Items - but before Tax 1,47,11,910 1,34,58,080

Less: Provision for Income Tax/ Fringe benefit Tax 55,00,000 50,20,000

Profit / (Loss) After Tax 92,11,910 84,38,080

2. Dividend

To implement the plans and to expand the business activities, your Directors do not recommend any dividend

3. Reserves

The amounts, if any, which the Board proposes to carry to any reserves is to be given.

4. Brief description of the Company's working during the year/State of Company's affair

If there is more than one division, division wise working details are required to be given. Besides, working details of current years and future prospects of the company's working have also to be given. A statement justifying the reasons for improvement/depressed results in comparison of the previous year is also required to be given.

5. Change in the nature of business, if any

There were no changes in the nature of business of the Company.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There were no material changes.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. (Applicable to Listed Company)

The company has identified and documented all key financial controls which impact the financial statements, as part of its standing operating procedures (SOPs). The SOPs are designed for all critical processes across office where financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to process owner. The financial controls are tested for effectiveness through management ongoing monitoring and review and independently by the internal audit. In our view the internal financial controls, effecting financial statements are adequate and operating effectively.

9. Details of Subsidiary

Phoenix Cement Limited and Phoenix Industries Limited are two subsidiaries companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

The performance and financial position of the two subsidiary company are as under.

(in Rs.)

Performance Phoenix Cement Limited Phoenix Industries Limited

Income - 3,933

Expenditure 62,014 22,08,831

Net Profit / (Loss) (62,014) (22,04,898)

Financial Position

Share Capital 82,95,35,700 9,43,23,000

General reserves (55,60,10,041) (22,31,62,686)

11. Deposits

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, no disclosures are required in this regard by the Company.

12. Statutory Auditors

The Auditors M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, New Delhi, were appointed as Statutory Auditors for a period of 3 years from financial year 2014 to financial year 2017 at the Annual General Meeting (AGM) held on September 30, 2014. However in terms of provisions of provision of Section 139 (1) of Companies Act, 2013 and rules made thereunder, the appointment of Auditors is required to be rectified by the Members of the Company at every Annual General Meeting.

The Company has received a letter from auditor confirming that they are eligible for re-appointment as auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

Based on the recommendations of the Audit Committee and as per the provision of Section 139(1) of the Companies Act, 2013 and the Board of Directors of your Company proposes to retify the appointment of M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C), New Delhi, as Statutory Auditors of the Company for the financial year ending 2016.

13. Auditors' Report

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

14. Share Capital

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

As the Company has not issued any Employee Stock Options during the year under review, hence there is nothing to disclose as required under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

As the Company has not made provision of money for purchase of its own shares by Employee or by trustee for the benefit of employees during the year under review, hence there is nothing required to disclose the details as required under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014

E) Listing of Shares

The Equity Shares of the Company are listed with Delhi Stock Exchange and Bombay Stock Exchange. The Delhi Stock Exchange are now non operational / de-recognised. The Securities & Exchange Board of India (SEBI) vide circular No.CIR/MRD/DSA/18/ 2014 dated 22nd May, 2014 read with circular No.CIR/ MRD/DSA/05/2015 dated 17th April, 2015, inter-alia, stated that the companies exclusively listed on the non-operational/de-recognized stock exchanges which fail to obtain listing in any other nationwide stock exchange will cease to be listed companies and will be moved to the dissemination board. However the Share of the Company is listed with Bombay Stock Exchange.

15. Extract of the annual return

In accordance with the provisions of Section 134(3)(a) of Companies Act,2013, and rules made thereunder an extract of the annual return in prescribed format is appended as Annexure to the Board's report

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise

17. Foreign exchange earnings and Outgo:

Description Value in Rs.

Earning in foreign currency/Export Sales 3,03,11,236

Remittance in foreign currency-material & others including travelling 18,78,09,561

18. Directors:

A) Appointment / Re-Appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the provision of Articles of Association of the Company, Mr. P M Alexander (DIN-00050022) Director of the Company, is liable to retire by rotation and being eligible offers himself for re-appointment.

B) Changes in Directors and Key Managerial Personnel

There were no changes in Directors during the year under review.

C) Declaration by an Independent Director(s) and re- appointment, if any

The Independent Director(s) have submitted to the Board that they fulfil all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and relevant rules.

D) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board is required to carry out the annual evaluation of its own performance and that of its committees and Individual Directors. Then Nomination and Remuneration Committees of the Board is also required to carry out evaluation of every Director's performance. Accordingly your company has carried out the Performance Evaluation as required during the year under review.

For annual performance evolution of the Board as a whole, it's Committee(s) and individual Directors including the Chairman of the Board, the company has formulated a questionnaire to assist in evaluation of the performance. The tool takes the form of a series of assertion/question which should be awarded a rating on a scale of 1 to 5 by all the individual Directors. Every Director has to fi ll the questionnaire related to the performance of the Board, its Committees and individual Directors except himself. On the basis of the response to the questionnaire, a formal annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors

19. Number of meetings of the Board of Directors

The Board of your Company met 5 times during the financial year ended 31.03.2015, the details of which are given in the Corporate Governance Report that forms a part of this Annual Report. The intervening gap between two board meetings was within the period prescribed under Companies Act, 2013.

20. Disclosure of Composition of Audit Committee

The Audit Committee consists of the following members :- Mr. Arun Kumar Sinha Chairman Mr. Narender Kumar Makkar Member Mr. P M Alexander Member

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Internal Auditor and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The committee met four times during the year. The Board has accepted all recommendations of the Audit Committee made from time to time.

21. Nomination and Remuneration Committee

The Board has on the recommendation of the Nomination & Remuneration Committee laid down a Nomination & Remuneration policy for selection and appointment of the Directors, Key Managerial Personal and Senior Management and their remuneration The composition of an Nomination and Remuneration Committee comprises following members :- Mr. Arun Kumar Sinha Chairman Mr. Narender Kumar Makkar Member Mr. P M Alexander Member

22) Particulars of loans, guarantees or investments under section 186

Loan to its Subsidiaries Company and investment by loan in the shares of parent company are as follow:

Description Phoenix Cement Limited Phoenix Industries Limited

Loan Rs. 1,64,25,744 Rs. 48,40,00,000

Investment by loan in the shares 4,19,53,510 (Nos.) 84,32,300 (Nos.)

Rs. 13,08,46,956 Rs. 2,71,04,727

23. Particulars of contracts or arrangements with related parties:

No Related Party Transactions were entered into during the financial year 2014-15. All Related Party Transactions entered into in the past were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with promoters, directors, Key Managerial Personnel or other designated persons which may have an potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company

24. Managerial Remuneration:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs per year during the financial year 2014-15

25. Secretarial Audit Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non fi ling of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mrs. Ritu Aggarwal, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

26. Corporate Governance

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed as "Annexure.

27. Risk management policy

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

28. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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, have 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 laws and that such systems were adequate and operating effectively.

29. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board

PHOENIX INTERNATIONAL LIMITED

Place: New Delhi Narender Makkar P.M. Alexander

Date: 12.08.2015 Director & Company Secretary Director

DIN-00026857 DIN-00050022

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Mar 31, 2014

Dear Shareholder,

The Directors of your company present the 27th Annual Report along with the Audited Statement of Accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lacs) Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Sales & Other Income 3,778.34 3,623.19

Profi t / (Loss) before Depreciation 358.84 362.18

Less: Depreciation 224.26 224.52

Profit / (loss) after Depreciation but before Extra Ordinary Items 134.58 137.66

Add: Extra Ordinary Items - -

Profit / (loss) after Extra Ordinary Items - but before Tax 134.58 137.66

Less: Provision for Income Tax/Fringe benefit Tax 50.20 40.00

Profit / (Loss) After Tax 84.38 97.66

OPERATIONAL PERFORMANCE/FUTURE PLANS

The Company has carried out shoes related activities at its unit at Chennai during the fi nancial year under review. The Company achieved turnover of Rs. 3,778.34 Lacs during the current year as compared to Rs. 3,623.19 Lacs during previous year.

The Company is in process of widening the base of manufacturing and export.

FIXED DEPOSITS

The Company has not accepted or invited deposits from public covered under the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975.

DIVIDEND

To implement the plans and to expand the business activities, your Directors do not recommend any dividend for the year ended 31.03.2014.

PARTICULARS OF EMPLOYEES

During the year under review, the Company had no employees in respect of whom information''s as per Section 217(2A) of the Companies Act, 1956 is required to be given in the Directors'' Report.

DIRECTORS

Mr. Narender Makkar, Director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTOR''S RESPONSIBILITY

To the best of their knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

(a) That in preparation of Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) That selected accounting policies were applied consistently and the Directors have made judgment and estimate 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 fi nancial year 31st March, 2014 and of the Profi t of the Company for the year ended on that date.

(c) That proper and suffi cient care has been taken for the maintenance of adequate accounting records in

(d) with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(e) That the Annual Accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

AUDITORS

The Auditors, M/s. Pradip Bhardwaj & Co, Chartered Accountant (ICAI Firm Registration No. 013697C, New Delhi, hold offi ce until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appointed them to examine and audit the accounts of the Company for three years to hold offi ce from the conclusion of this Annual General Meeting (AGM) till the conclusion of Thirtyth AGM of the Company to be held in the year 2017 (subject to ratifi cation of their appointment at every AGM).

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Pradip Bhardwaj & Co., to such appointment and also a certifi cate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and rules made there under, as may be applicable.

SUBSIDIARY COMPANIES

Statement regarding subsidiary companies pursuant to provision of Section 212 of the Companies Act, 1956 forming part of the Balance Sheet is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Annexure "A" to this report gives information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forms a part of the Directors Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices.

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

Certification from Chairman and Director and Certificate from the Auditors of the Company, M/s Pradip Bhardwaj & Co, Chartered Accountants confi rming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, are annexed to that Report.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institution, Banks, Solicitors and Shareholders of the Company. Your Directors express their appreciation for the dedicated and sincere service rendered by employees of the Company.

For and on behalf of the Board PHOENIX INTERNATIONAL LIMITED

Place: New Delhi Narender Makkar P.M. Alexander Date: 05.08.2014 Director & Company Secretary Director

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Mar 31, 2013

Dear Shareholder,

The Directors of your company present the 26th Annual Report along with the Audited Statement of Accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Sales & Other Income 3623.00 2989.00

Profit /(Loss) before depreciation 362.18 350.75

Less: Depreciation 224.52 223.69

Profit / (loss) after Depreciation but before Extra Ordinary Items 137.66 127.06

Add: Extra Ordinary Items

Profit / (loss) after Extra Ordinary Items - but before Tax 137.66 127.06

Less: Provision for Income Tax/Fringe benefit Tax 40.00 33.52

Profit / (Loss) After Tax 97.66 93.54

OPERATIONAL PERFORMANCE / FUTURE PLANS

The Company has carried out shoes related activities at its unit at Chennai during the financial year under review. The Company achieved turnover of Rs. 3623.00 Lacs during the current year as compared to Rs. 2989.08 Lacs during previous year. The Company is in process of widening the base of manufacturing and export.

FIXED DEPOSITS

The Company has not accepted or invited deposits from public covered under the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975.

DIVIDEND

To implement the plans and to expand the business activities, your Directors do not recommend any dividend for the year ended 31.03.2013.

PARTICULARS OF EMPLOYEES

During the year under review, the Company had no employees in respect of whom information''s as per Section 217(2A) of the Companies Act, 1956 is required to be given in the Directors'' Report.

DIRECTORS

Mr. Narendra Aggarwal, Director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTOR''S RESPONSIBILITY

To the best of their knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

a) That in preparation of Annual Accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That selected accounting policies were applied consistently and the Directors have made judgment and estimate 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 31st March, 2013 and of the Profit of the Company for the year ended on that date.

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in

d) with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e) That the Annual Accounts for the year ended 31 st March, 2013 has been prepared on a going concern basis.

The Auditors, M/s Pradip Bhardwaj & Co, Chartered Accountant, New Delhi, retires at the conclusion of ensuring Annual General Meeting and being eligible, offers them for re- appointment. A certificate as required under section 224(IB) of the Companies Act; 1956 to the effect that their appointment if made, shall be within the limits as specified in the said section, has been obtained from them.

SUBSIDIARY COMPANIES

Statement regarding subsidiary companies pursuant to provision of Section 212 of the Companies Act, 1956 forming part of the Balance Sheet is attached.

CONSERVATION OF ENERGY ANP TECHNOLOGY ABSORPTION

Annexure "A" to this report gives information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forms a part of the Directors Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices.

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

Certification from Chairman and Director and Certificate from the Auditors of the Company, M/s Pradip Bhardwaj & Co, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, are annexed to that Report.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institution, Banks, Solicitors and Shareholders of the Company. Your Directors express their appreciation for the dedicated and sincere service rendered by employees of the Company.

For and on behalf of the Board

PHOENIX INTERNATIONAL LIMITED

Place: New Delhi Narender Makkar P.M. Alexander

Date: 29.08.2013 Director & Company Secretary Director

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Mar 31, 2010

The Directors of your company present the 23rd Annual Report along with the Audited Statement of Accounts of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2010 31.03.2009

Sales & Other Income 2335.82 1875.83

Profit /(Loss) before depreciation 309.37 229.29

Less: Depreciation 220.26 148.85

Profit / (loss) after Depreciation but before Extra Ordinary Items 89.11 80.44

Add: Extra Ordinary Items - -

Profit / (loss) after Extra Ordinary Items - but before Tax 89.11 80.44

Less: Provision for Income Tax/Fringe benefit Tax 15.10 10.82

Profit/(Loss) After Tax 74.01 69.62

OPERATIONAL PERFORMANCE / FUTURE PLANS

The Company has carried out shoes related activities at its unit at Chennai during the financial year under review. The Company achieved turnover of Rs. 2335.82 Lacs during the current year as compared to Rs. 1875.83 Lacs during previous year. The Company is in process of widening the base of manufacturing and export.

FIXED DEPOSITS

The Company has not accepted or invited deposits from public covered under the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975.

DIVIDEND

To implement the plans and to expand the business activities, your Directors do not recommend any dividend for the year ended 31.03,2010. PARTICULARS OF EMPLOYEES

During the year under review, the Company had no employees in respect of whom informations as per Section 217(2A) of the Companies Act, 1956 is required to be given in the directorsreport.

DIRECTORS

Mr. R M. Alexander, Director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

a. That in preparation of Annual Accounts for the year ended 31s1 March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. That selected accounting policies were applied consistently and the Directors have made judgment and estimate 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 31" March, 2010 and of the Profit of the Company for the 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Annual Accounts for the year ended 31s1 March, 2010 has been prepared on a going concern basis.

AUDITORS

The Auditors, M/s R.K.M. & Associates, Chartered Accountants, Delhi, retires at the conclusion of ensuing Annual General Meeting and being eligible, offer himself for re-appointment. A certificate as required under section 224(IB) of the Companies Act, 1956 to the effect that their appointment if made, shall be within the limits as specified in the said section, has been obtained from them.

SUBSIDIARY COMPANIES

Statement regarding subsidiary companies pursuant to provision of Section 212 of the Companies Act, 1956 forming part of the Balance Sheet is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Annexure"A"to this report gives information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo, required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forms a part of the Directors Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices.

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

Certification from Chairman and Whole Time Director and Certificate from the Auditors of the Company, M/s RKM & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, are annexed to that Report.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institution, Banks, Solicitors and Shareholders of the Company. Your Directors express their appreciation for the dedicated and sincere service rendered by employees of the Company.

For and on behalf of the Board PHOENIX INTERNATIONAL LIMITED

Place: New Delhi Narender Makkar Arun Kumar Sinha Narendra Agarwal

Date: 31.08.2010 Director & Company Secretary Director Director

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Mar 31, 2009

The Directors of your company present the 22nd Annual Report along with the Audited Statement of Accounts of the company for the year ended 31st March 2009.

FINANCIAL RESULTS

(Rs. In Lacs)

Year Ended Year Ended 31.03.2009 31.03.2008

Sales & Other Income 1875.83 1999.99

Profit/(Loss) before depreciation 229.29 307.32

Less: Depreciation 148.85 148.66

Profit/(loss) after Depreciation but before Extra Ordinary Items 80.44 158.66

Add: Extra Ordinary Items - 1609.95

Profit/(loss) after Extra Ordinary Items-but before Tax 80.44 1768.61

Less: Provision for Income Tax/Fringe benefit Tax 10.82 19.75

Profit / (Loss) After Tax 69.62 1748.86

OPERATIONAL PERFORMANCE/FUTURE PLANS

The Company has carried out shoes related activities at its unit at Chennai during the financial year under review. The Company achieved turnover of Rs. 1875.83 Lacs during the current year as compared to Rs. 1999.99 Lacs during previous year.

The Company is in process of widening the base of manufacturing and export.

During the year under review, the company has entered into Lease Agreement for lease of part of its Property situated at A-37, Sector - 60, Noida (Utter Pradesh) to M/s Tata Teleservices Limited.

FIXED DEPOSITS

The Company has not accepted or invited deposits from public covered under the provision of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975.

DIVIDEND

To implement the plans and to expand the business activities, your Directors do not recommend any dividend for the year ended 31.03.2009.

PARTICULARS OF EMPLOYEES

During the year under review, the Company had no employees in respect of whom informations as per Section 217(2A) of the Companies Act, 1956 is required to be given in the directors report.

DIRECTORS

Mr. Narendra Aggarwal, Director of the Company retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to information and explanation obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956.

a) That in preparation of Annual Accounts for the year ended 31 *( March, 2009 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That selected accounting policies were applied consistently and the Directors have made judgment and estimate 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 318l March, 2009 and of the Profit of the Company for the 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Annual Accounts for the year ended 31" March, 2009 has been prepared on a going concern basis.

AUDITORS

The Auditors, M/s RKM & Associates, Chartered Accountants retires at the conclusion of ensuing Annual General Meeting and being eligible, offer himself for re-appointment. A certificate as required under section 224(18) of the Companies Act, 1956 to the effect that their appointment if made, shall be within the limits as specified in the said section, has been obtained from them.

SUBSIDIARY COMPANIES

Statement regarding subsidiary companies pursuant to provision of Section 212 of the Companies Act, 1956 forming part of the Balance Sheet is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Annexure "A" to this report gives information in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo, required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 and forms a part of the Directors Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. Over and above the statutory requirements, your Company has implemented several best corporate governance practices.

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges forms part of the Annual Report.

Certification from Chairman and Whole Time Director and Certificate from the Auditors of the Company, M/s RKM & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, are annexed to that Report.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institution, Banks, Solicitors and Shareholders of the Company. Your Directors express their appreciation for the dedicated and sincere service rendered by employees of the Company.

For and on behalf of the Board

PHOENIX INTERNATIONAL LIMITED

Place: New Delhi Narender Makkar Arun Kumar Sinha Narendra Aggarwal

Date: 30.07.2009 Director & Company Secretary Director Director