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Directors Report of Excel Industries Ltd.
Mar 31, 2025
Your Directors are pleased to present the Directors Report for the year 2024-25 forming part of the 64th Annual Report including
the Audited Financial Statements for the year ended 31st March, 2025 together with the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company''s financial performance for the year ended 31st March, 2025 is summarized below:
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2024-25 |
2023-24 |
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Revenue from Operations |
978.07 |
826.14 |
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Profit before Tax and exceptional item |
110.91 |
20.19 |
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Provision for Taxation: |
||||
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- Current Tax |
26.08 |
2.59 |
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- Deferred Tax |
1.05 |
1.66 |
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- Tax in respect of earlier years |
0.28 |
0.84 |
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Profit After Tax |
83.50 |
15.11 |
||
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Other Comprehensive Income |
24.89 |
83.03 |
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Total Comprehensive Income |
108.39 |
98.14 |
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Dividend relating to previous financial year paid during the year |
6.91 |
14.14 |
||
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Retained earnings carried forward to the next year |
101.48 |
84.00 |
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DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have recommended a dividend of '' 13.75/- (275%) per equity share of Face Value of '' 5 each for the financial year
2024-25 as against the dividend of '' 5.50/- (110%) per equity share paid for the previous financial year 2023 - 24. The dividend
payout is subject to the approval of the members at the ensuing Annual General Meeting.
The Board has formulated a dividend distribution policy in pursuance to amendment to regulation 43A of the SEBI Listing Regulations
vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The dividend distribution policy of the Company lays
down the parameters that the Board will consider for recommendation of dividend from time to time. The policy is available on the
website of the Company and can be accessed at https://www.excelind.co.in/policies.
AMOUNT TRANSFERRED TO GENERAL RESERVE
Your Company has not transferred any amount to the General Reserve for the financial year 2024-25.
PERFORMANCE REVIEW
During the year under review, the net revenue from operations increased by 18% from '' 826.14 Crores in FY 2023-24 to
'' 978.07 Crores, largely due to improvement of overall demand situation in the chemical segment and better price realizations
compared to previous year. Company''s profit before tax increased by 449% from '' 20.19 Crores in FY 2023-24 to '' 110.91 Crores,
due to revival of overall demand in chemical segment, higher price realizations in key products and rationalization of key input material
costs. Consequently, net profit after tax for the year increased by 453% from '' 15.11 Crores to '' 83.50 Crores.
The revenue from operations of the Chemicals Division for the year 2024 - 25 was '' 968.76 crores (? 811.98 crores for
FY 2023 - 24) and that of the Environment and Biotech Division was '' 9.31 crores (14.16 crores for FY 2023- 24).
The Reserves excluding revaluation reserves as on 31.03.2025 are at '' 1170.91 Crores.
MODERNIZATION / EXPANSION
In May 2024, the Company had announced signing a long term contract with a multinational company for supply of a specialty
chemical. During the course of the year, the company completed the commissioning of the plant and the initial performance trials
of the product were satisfactory.
In March 2025, the Company announced the initiation of capacity expansion project to double the capacity of one of the biocides
manufactured by it. This is targeted to be completed in the second half of this financial year.
ENVIRONMENT, HEALTH AND SAFETY
Environment: Roha site received Amended Environment Clearance from MPCB which is valid till 2028. Similar activities for
amendment of consent to operate is under progress at Lote site also.
The company has planted more than 250 evergreen trees to increase the green cover in and around its sites towards its Sustainability
commitment. A âNakshatra gardenâ has been developed in the heart of Roha site as a part of our green initiative and to promote
biodiversity. Efforts are on to further introduce garden and landscaping activities.
As a part of continual improvement a massive project has been initiated to further enhance the visual display of all the three sites
to promote awareness of EHS among all stakeholders coming to the company premises.
The entire storm water drainage system is under revamping to make it more conducive during rainy season.
Health and Safety: Our employees from Roha Site achieved runner up in two man fire drill competition and consolation in four men
fire drill competition in State level fire drill competition organized by State Fire Advisor: Maharashtra, competing against 34 teams
across India. This is result of our continuous efforts on practical training to employees.
A program was initiated at Roha as âStop One Minute for Safetyâ for contract workmen and supervisors at the beginning of shift
where safety officer narrates a theme on safety. A system of Safety passport issuance has been started for contractual workmen
to increase awareness on safety.
Apart from this department wise sub safety committee meetings strengthened, H2S gas emission monitored with threshold limit of
5ppm and many campaigns were carried internally at site on important safety topics.
TECHNOLOGICAL UPGRADATION AND R & D
The Company upgraded the R & D facility in Roha by acquisition of new equipment. This has enabled the company to start working
on certain new chemistries. We started work on upgradation of pilot plant facility in Roha and Lote. The location for a new corporate
R & D centre has been identified and it is targeted to operationalize the same in this financial year.
AWARDS:
2024 : FICCI âLife time achievement award for Eminent contribution to the chemical industryâ to Shri. A.C. Shroff.
2024 : FICCI âExcellence in Agrochemical Industry of Indiaâ.
INSURANCE
The Company continues to carry adequate insurance cover for all its assets against unforeseeable perils like fire, flood, earthquake,
etc. The Company continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance Policy as per the
provisions of Public Liability Insurance Act. The Company has also taken a Directors and Officers'' Responsibility Policy. All the
employees of the Company are insured.
HUMAN RESOURCES
Excel HR remains committed to fostering a positive and productive work environment where employees are empowered to perform
at their best, maintain well-being, and experience happiness at work.
During FY 2024-25, our primary focus was on building organizational capabilities to support the next phase of growth. This was
achieved through strategic hiringâplacing the right talent in the right roles at the right timeâand adapting to an aggressive hiring
strategy. We also emphasized the development of leaders who inspire, empower, and model the right behaviors. Particular attention
was given to the hiring, retention, and development of a diverse talent pool.
We continued to prioritize holistic growth and development opportunities for our people. As part of our talent development initiatives,
the âMaster the Mind Monkey: Experience your Excellenceâ workshop by Dr. Anand Patkar was conducted across multiple batches.
The âLeaders of Tomorrowâ program concluded in August 2023, and as a continued effort, we are investing in our future leaders
through focused coaching and mentoring to prepare them as future-ready successors.
Organizational goals and key themes were cascaded clearly from the top, with specific deliverables outlined and agreed upon
by each function, business unit, and site. This approach fostered a strong sense of ownership among business and functional
leaders, facilitating the establishment of meaningful KRAs for the year. A weekly management review mechanism, âBloom'', has
been implemented to closely monitor the progress of departmental KRAs, with active involvement from the senior leadership team.
All three company sites operated smoothly, supported by our employee-friendly policies and a proactive industrial relations strategy.
As of March 31,2025, the employee strength stood at 1,112.
SOLAR POWER TO SIGNIFICANTLY REDUCE COMPANY''S CARBON FOOTPRINT
Excel has made a significant stride towards sustainability and environmental responsibility with the successful implementation of
our solar power venture. This initiative has notably reduced our reliance on conventional energy sources, with solar power now
meeting an impressive 48% of our total power requirements at plants in Maharashtra.
The decision to invest in solar power was driven by a dual objective: to achieve long-term cost savings through reduced electricity
bills and, more importantly, to actively minimizing our carbon footprint and contributing to a cleaner energy future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the
financial year and the date of this report. Also, there has been no change in the nature of business of the Company.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing fixed deposits with effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2024-25.
There are no unclaimed deposits as on 31st March, 2025.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans, guarantees or investments made by the Company during the financial year 2024-25 are provided in Notes to Standalone
Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31st March, 2025 the Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited
and Excel Rajkot C&D Waste Recycling Pvt. Ltd and has two Associate companies, namely, MobiTrash Recycle Ventures Private
Limited and First Energy 7 Pvt. Ltd.
During the year 2024-25, M/s Kamaljyot Investments Limited divested their holding of 14,72,228 (46.25%) equity shares in
ClimaCrew Private Limited. Thus, ClimaCrew Private Limited ceases to be the Associate Company of Excel Industries Limited as
on 31st March, 2025.
The salient features of the financial statements of the subsidiaries and the associate companies as required under section 129 (3)
of the Companies Act, 2013 are furnished in Form AOC - 1, forming part of the financial statements.
The financial statements of the subsidiary companies are not attached with this Annual Report. However, the Company will make
available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who
may be interested in obtaining the same in accordance with section 136 of the Companies Act, 2013. The annual accounts of the
subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the
Company''s website: https://www.excelind.co.in/annual-reports/ The Consolidated Financial Statements presented by the Company
include the financial results of its subsidiary companies.
Kamaljyot Investments Limited (KIL) is an Investment Company registered under the provisions of RBI Act as a NBFC. The total
income for the year 2024-25 is '' 2.38 Crores and Profit after tax is '' 1.80 Crores.
Excel Bio-Resources Ltd. (EBRL) is a Company formed for carrying on the business of processing all kinds of waste including but
not limited to municipal solid waste, urban waste, domestic waste, industrial waste, food processing waste etc and manufacturing
of Chemicals as job work for Excel industries Limited. The turnover for the year 2024-25 was '' 0.80 Crores. The Company made
a loss of '' 0.14 Crores after taxation.
Excel Rajkot C&D Waste Recycling Private Limited (Excel Rajkot C&D) plant is now receiving and processing C&D waste,
converting it into aggregates. Our Rajkot facility is equipped with a BIS-compliance laboratory. We have also installed a paver block
manufacturing machine, developed a paver block recipe, and have commenced production. The Company made a loss of '' 0.80
Crores after taxation during the year 2024-25.
Mobitrash Recycle Ventures Pvt Ltd (MRVPL) is a Company involved in recycling of all kinds of waste and scrap and providing EPR
(Extended Producer Responsibility) solutions. The turnover of the Company for the year 2024-25 is '' 4.18 Crores and the Company
suffered a loss of '' 1.13 Crores.
First Energy 7 Pvt Ltd. (FE7PL) is a special purpose company formed to develop, construct, operate and maintain renewable energy
based power plant. In view of the requirements of the Electricity Act and corresponding Rules, the Company has acquired 28.83
percent of equity share capital of FE7PL to source part of its electricity requirements from electricity generated by FE7PL. As per
provisions of section 2 (6) of the Companies Act, 2013, FE7PL is an associate of the Company. However, as per provisions of
Accounting Standard 28, accounts of FE7PL is not required to be included in the consolidated financial statements of the Company
for the year 2024-25. The profit after tax of FE7PL is '' 0.40 Crores for the year 2024-25.
The contribution of the aforesaid subsidiaries and associate company to the overall performance of the Company is to the extent
as provided in the consolidated financial statements of the Company.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link
https://www.excelind.co.in/policies/
NUMBER OF MEETINGS OF THE BOARD
During the FY 2024-25, six meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate
Governance Report forming part of this Annual Report.
DIRECTORS
APPOINTMENTS AND RESIGNATIONS OF DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Dinesh Bhagat, Nominee Director of the
Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.
Mr. Dipesh Shroff, Non-Executive Non-Independent Director, resigned from Directorship w.e.f close of business hours of 12th August,
2024, due to his pre-occupation and other personal commitments.
Mr. Atul Shroff, Non-Executive Non-Independent Director ceased to be the Director of the Company due to his demise on
08th October, 2024.
The second term of the Independent Directors viz. Mr. H. N. Motiwalla, Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. M. B. Parekh,
Mr. S. S. Vaidya and Mr. R. M. Pandia, expired on 12th August, 2024. The aforesaid independent directors ceased to be the Directors
with effect from 13th August, 2024.
Further, Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Varma and Mr. Vihang Virkar were appointed as independent directors
for the first term of five years with effect from 13th August, 2024, to fill the vacancy created due to completion of 2nd term of
independent directors mentioned in the aforesaid para.
The brief resume of the Director to be re-appointed at this AGM and other related information are provided in Annexure I to the
Notice of the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director,
Mr. Pradeep Ghattu, President and COO, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary
are the key managerial personnel (KMP) of the Company.
Mr. Pradeep Ghattu, President and COO was designated as KMP with effect from 27th March, 2025.
Mr. N. R. Kannan, CEO and KMP, resigned from the services of the Company w.e.f 30th June, 2024.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions 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, as amended, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating 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 set out in Annexure I, forming part of this Report.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors
which, inter-alia, includes preparedness for and attendance at the meetings, understanding of Company''s operations and
business, and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The Directors are apprised with of their roles and responsibilities and business of the Company at the time of joining. Further,
they are regularly updated with the regulatory changes and business development at the Board Meetings. The details of
program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company and related matters are put up on the
website of the Company at the link https://www.excelind.co.in/programmes
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy which lays down the
criteria and manner of Performance Evaluation of the Board as a whole, its Committees and individual Directors. The Nomination
and Remuneration Policy of the Company as approved by the Board may be accessed on the Company''s website at the link
https://www.excelind.co.in/policies.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
carried out a formal annual evaluation of the performance of the Board, its Committees and of individual directors.
The Board as a whole is evaluated inter-alia on its ability to effectively guide and advise the management in the business affairs,
to help management in formulating operational and strategic plans and to take decisions in the best interest of the organization.
The Committees of the Board are evaluated on their ability to address effectively the matters delegated to them in the charter and
the quality of the recommendations they make to the Board for taking appropriate decisions.
The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision
making, understanding of Company''s business and risks and on the basis of the overall directions and guidance provided to the
senior executives.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year were at arm''s length basis and in the ordinary course of business.
There was no material related party transaction during the year, therefore Form AOC - 2 is not provided.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis
for transactions which are of repetitive nature and are anticipated to be entered during the year. Transactions entered into pursuant
to omnibus approval are placed before the Audit Committee for review on a quarterly basis. All related party transactions during the
year are mentioned in the Notes to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the Promoter group
and holds 42.63% of the share capital of the Company. In pursuance to regulation 2A of Schedule V of the SEBI (Listing Obligations
and Requirements) Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided in Notes to Financial
Statements. The Related Party Transaction Policy of the Company as approved by the Board may be accessed on the Company''s
website at the link https://www.excelind.co.in/consolidated-related-party-transactions
Non-Executive Directors including Independent Directors are not considered as Key Managerial Personnel (KMP) of the Company
in view of the definition of KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting Standard
(Ind AS) 24, Non-Executive Directors including Independent Directors of the Company are considered as KMP, hence it is accordingly
mentioned in the Notes to the Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the
Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting their
genuine concerns or grievances or cases of actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics Policy.
The Whistle Blower Policy of the Company is available on the Company''s website at https://excelind.co.in/policies
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel
(KMP) and senior management personnel. The appointment and remuneration of the directors, key managerial personnel (KMP) and
senior management personnel is approved by the Board on the recommendation of Nomination and Remuneration Committee.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel
and Executives at Senior Management level and formulate the criteria and manner of effective evaluation of performance of the Board,
its Committees and individual directors and review its implementation and compliance.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and
experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/ compensation to whole time Directors and senior management shall be recommended by the
Nomination and Remuneration Committee to the Board for its approval. However, the remuneration / compensation to whole-time
Directors shall be subject to the approval of the shareholders of the Company and will be in accordance with Section 197 of the
Companies Act, 2013 read with Schedule V to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending
meetings of Board and Committees and commission within the overall limit prescribed in the Companies Act, 2013 and as approved
by the shareholders of the Company. Commission to the Non-Executive Directors is approved by the Board.
The Nomination and Remuneration Policy is available on the Company''s website at https://excelind.co.in/policies
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of
Social Responsibility and carry out the social work directly and/ or through other registered voluntary organizations.
The Company''s policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to
discharge its responsibilities towards the society. The Company''s Policy on Corporate Social Responsibility can be accessed at
https://excelind.co.in/policies
In the FY 2024-25, the Company has undertaken various CSR activities at Roha, Lote, Mandvi and Mumbai. The CSR activities
include Conservation of Natural Resources, Rural Development, Agriculture support, community infrastructure, animal welfare,
women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability.
For the year ended 31st March, 2025, the Company has spent '' 224.19 lacs including set off of '' 1.82 lacs carried forward
from the previous financial years, on aforesaid CSR activities directly or through other registered not-for-profit organizations like
Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in
Annexure II, forming part of this Report.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORTING (BRSR)
SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 has mandated submission of a BRSR for top
thousand listed companies based on market capitalization. The Company does not fall in the list of top thousand listed companies
as on 31st March, 2025. However, the Company continues to publish its BRSR, which forms part of this Annual Report, as per
Regulation 34 of the Listing Regulations.
The BRSR envisages Company''s endeavor to perform its operations in line with the principles as laid down in the âNational Voluntary
Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA).
RISK MANAGEMENT
The Risk Management Committee of your company is currently composed of four Members including two independent Directors,
the Managing Director and the President and Chief Operating Officer.
On the recommendation of the Risk Management Committee, the Board has approved a Risk Management Policy. Your Company
recognizes that risk is an integral part of business process and is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses the current and future risks existing in the internal and external environment and
initiates actions to mitigate them. The Company has formulated a detailed risk management policy. The policy is available on the
website of the Company and can be accessed at https://excelind.co.in/policies
Your Company, through its risk management process, strives to mitigate the impact and likelihood of the risks within the risk taking
ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may
pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors as on 31st March, 2025 comprised of Mr. Rajesh Varma (Chairman of the Committee), Mr. Ninad
Gupte, Mr. Vihang Virkar and Mr. Ravi A Shroff. All the recommendations made by the Audit Committee during the year were
accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available
in the Corporate Governance Report forming part of this Annual Report.
AUDITORS AND AUDITORS'' REPORT
STATUTORY AUDITORS
At the 61st Annual General Meeting of the Company held on 23rd September, 2022, the members of the Company re-appointed
Price Water House, Chartered Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a
second term of 5(five) consecutive years from the conclusion of the 61st annual general meeting until the conclusion of the
66th annual general meeting.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report on the Financial Statements for the year ended 31st March, 2025 does not contain any qualification, reservation,
adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
SECRETARIAL AUDITOR
The Board appointed Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year
2024-25 to conduct Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan
for the financial year ended 31st March 2025 is attached with this Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A, 36 and all other applicable provisions, if any, and read
with the Companies (Meetings of Board and its Powers) Rules, 2014, (including any statutory modification(s) or re-enactment thereof
for the time being in force), The Board of Directors of the Company has, based on the recommendation of the Audit Committee,
at its meeting held on 27th March, 2025, proposed the appointment of M/s P. Diwan & Associates, Company Secretaries, (Firm
Registration No. P2015MH041400), as Secretarial Auditors of the Company for a term of five consecutive years commencing from
01st April, 2025 till 31st March, 2030, subject to their continuity of fulfillment of the applicable eligibility requirements , at such
remuneration, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors.â
The Ordinary Resolution for the appointment of M/s P. Diwan & Associates, Company Secretaries, as the Secretarial Auditors of the
Company is set out at Item No. 4 of the Notice for approval by the members.
COST AUDITORS
As per the requirements of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the
Company is required to maintain cost records. Accordingly, the cost accounts and records have been prepared and maintained
relating to applicable products.
The Board of Directors at its meeting held on 24th May, 2024 had appointed M/s Kishore Bhatia & Associates (Firm Registration
No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to conduct cost audit of all the
applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2024, which was required to be filed
with the Ministry of Corporate Affairs on or before 27.09.2024, was filed on 23.08.2024.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or
Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance
requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of
Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report
together with Auditors'' Certificate thereon form part of this Report.
ANNUAL RETURN
Pursuant to provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the Company''s website at https://www.excelind.co.in/annual-returns
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under
Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in Annexure IV, forming part
of this Report
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT
There is no significant material order passed by the regulators / courts / tribunals which can impact the going concern status of
the Company and its future operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or
misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company
follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been duly followed by the Company. The Secretarial Auditor in his
Secretarial Audit report confirms the same.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year
ended 31st March, 2025, the Board of Directors hereby confirms 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) they 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) they 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace. All individuals who are at the Company''s
premises, irrespective whether employees of the Company or outsiders are covered under this Policy. The Company has constituted an
Internal Complaints committee to consider and resolve sexual harassment complaints lodged with the Committee. The constitution of
the Committee is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed off during the year- Nil
(c) number of cases pending for more than ninety days- Nil
INSOLVENCY AND BANKRUPTCY CODE
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
MATERNITY BENEFITS ACT, 1961
The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 and the Rules made there under -
The details of the Compliances are as follows:
No of women who have claimed maternity benefit u/s 6 : 1
No. of women who were paid maternity benefits for actual birth/miscarriage leave benefit: 1
No. of women who were paid maternity benefits u/s 7 : 0
Total amount of maternity benefit paid : 103253/- (22 days in FY 2024-25)
Amount of medical benefit paid : 3500/-
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities,
Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Date: 14th May, 2025
Place: Mumbai
Mar 31, 2024
Your Directors are pleased to present the 63rd Annual Report on the business affairs of your Company together with the Audited Financial Statements for the year ended 31st March, 2024 including the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company''s financial performance for the year ended 31st March, 2024 is summarized below:
|
2023-24 |
2022-23 |
|||
|
Revenue from Operations |
826.14 |
1089.82 |
||
|
Profit before Tax and exceptional item |
20.19 |
103.95 |
||
|
Provision for Taxation: |
||||
|
- Current Tax |
2.59 |
25.64 |
||
|
- Deferred Tax |
1.66 |
1.02 |
||
|
- Tax in respect of earlier years |
0.84 |
(1.16) |
||
|
Profit After Tax |
15.11 |
78.45 |
||
|
Other Comprehensive Income |
83.03 |
8.83 |
||
|
Total Comprehensive Income |
98.14 |
87.28 |
||
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have recommended a dividend of '' 5.50 (110%) per equity share of Face Value of '' 5 each as against the dividend of '' 11.25 (225%) paid for the previous financial year 2022-23. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The Board has formulated a dividend distribution policy of the Company which lays down the parameters that the Board will consider for recommendation of dividend from time to time. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/policies/.
AMOUNT TRANSFERRED TO GENERAL RESERVE
Your Company has not transferred any amount to the General Reserve for the financial year 2023-24.
PERFORMANCE REVIEW
During the year under review, the net revenue from operations slipped by 24% from '' 1089.82 Crores in FY 2022-23 to '' 826.14 Crores, largely due to adverse global economic conditions, inventory destocking, and continuous pressure on sales realisations. Company''s profit before tax declined by 81% from '' 103.95 Crores in FY 2022-23 to '' 20.19 Crores, on account of challenges in international business and sharp decline in sales realisations. Consequently, net profit after tax for the year decreased by 81% from '' 78.45 Crores to '' 15.11 Crores.
The revenue from operations of the Chemicals Division for the year 2023-24 was '' 811.98 crores ('' 1,067.10 crores for FY 2022-23) and that of the Environment and Biotech Division was '' 14.16 crores ( 22.72 crores for FY 2022-23).
The Reserves excluding revaluation reserves as on 31.03.2024 are at '' 1069.43 Crores.
During the year, CRISIL Limited reviewed and revised its rating outlook on the long term bank facilities of the Company to âNegative'' from âStable'' while reaffirming the rating on long term bank facilities at âCRISIL A '' and on short-term bank facilities at âCRISIL A1''.
MODERNIZATION / EXPANSION
Construction of a Multipurpose Plant was completed at Roha Site. Commercial production from the plant is expected to commence from February 2025 onwards for supplies against a multi-year contract secured by the Company.
Construction of the state of art plant based on a specialised technology to give product of the required quality was undertaken during the Financial Year 2023 - 24. This plant will produce a downstream derivative of one of our existing products targeted for specific applications and commercial supplies are expected to start in 2024 - 25
Our Phosphorus Trichloride (PCl3)plant at Roha site has been relocated and commissioned at Lote site, with 50% increase in capacity, fully automated with bulk storage capacity of Yellow Phosphorous. PCl3 is the key RM for Phosphonates which are manufactured at Lote site. PCl3 production at Lote will ensure on site availability for captive use in Phosphonates. The inter - site transportation of PCl3 will be eliminated which will result in greater safety in operations.
ENVIRONMENT, HEALTH AND SAFETY
In order to comply to the EC conditions and in line with the Company''s commitment towards sustainable operations, an additional Multiple Effect Evaporator (MEE) with Agitated Thin Film Dryer (ATFD) of Capacity 125 KLD has been installed to strengthen our ZLD initiative.
New initiatives like 365 days Safety talks with predefined topics for each day to increase Safety standards across the sites has been started. Company has initiated programs like âZero Harmâ and âElectrical Safety Weekâ to create greater awareness among workmen about deviations, available antidotes and improvement in electrical safety compliance etc.
At a State level fire drill competition organised by State Fire Advisor: Maharashtra, where 34 teams across India competed, our employees from Roha Site achieved runner up prize in two men fire drill competition and a consolation prize in four men fire drill competition. This is a result of our continuous efforts on providing practical training to the employees.
TECHNOLOGICAL UPGRADATION AND R & D
Excel''s R&D division has consistently driven our growth, adapting to meet the evolving demands of the market and our customers.
We have fully equipped R & D facilities at our Roha and Lote Sites. These facilities, which include kilo-lab and pilot plants, enable seamless technology transfer from R&D to commercial production.
AWARDS
For Year 2023-24, the Company received following Awards.
- FICCI Chemicals and Petrochemicals Awards for the year 2023 for exemplary performance for supporting Make In India.
- ICC âAcharya PC RAY Award for the year 2023 for development of Indigenous Technologyâ.
- FICCI Chemicals and Petrochemicals Awards for the year 2023 for Sustainability: Driving Circular Economy.
- I CC-EPSILON CARBON Certificate of Merit for the year 2023 for Best Compliant Company for the Codes under Responsible Care âSecurity Codeâ 2022.
- Bureau of Indian Standards felicitated Excel Industries Limited on the occasion of World Standards Day.
INSURANCE
The Company continues to carry adequate insurance cover for all its assets against unforeseeable perils like fire, flood, earthquake, etc. The Company continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance Policy as per the provisions of Public Liability Insurance Act. The Company has also taken a Directors and Officers'' Responsibility Policy and Cyber Security & Crime policy. All the employees of the Company are also insured under GMC Policy.
HUMAN RESOURCES
Excel HR is committed to create a positive and productive environment in which our people are enabled to perform at their best, are healthy and resilient and happy at work.
For FY 2023-24, the focus area for HR was in building capabilities within the organization for the next growth phase by putting the right talent in the right roles at the right time, developing leaders who inspire, empower and role model the right behaviors. Also hiring, retention and growth of the diverse talent pool.
The company continued to focus on opportunities to grow and all round development in its people. As part of the development process and succession planning, the âLeaders of Tomorrowâ program - A structured development centre facilitated by an external expert was concluded in August 2023 . These future leaders have completed their learning journey. We have a formal process for inducting the attendees of âLeaders for tomorrowâ programme into key roles.
To make HR more efficient, effective, and connected, HR digitization was initiated for all the HR processes. Digitized HR brings sophisticated data-driven decision-making powers to organizations as all employee data is stored in one place for analysis and reporting.
We continued to follow a clear-cut top down goals / themes and focusing on deliverables for the year, as shared by top management. These deliverables were discussed and agreed by each function / business / site. There was a sense of ownership of these company level goals by respective business/ function owners. This helped in setting up KRAs for the year.
All the three sites operated in a smooth manner due to our employee friendly policies and proactive industrial relationship approach.
Employee strength of the Company as on 31st March, 2024 was 1048.
CLOSURE OF AHMEDABAD PLANT OPERATIONS
The Ahmedabad plant was operated as per the Concession agreement with Ahmedabad Municipal Corporation (AMC). Municipal solid waste received at the plant from AMC was scientifically processed and converted into compost. Due to operational issues, operating the Unit had become commercially unviable. The unit was closed with effect from 1st October, 2023.
SOURCING ELECTRICITY FROM SOLAR POWER
As a part of the green manufacturing initiative, we participated in a group captive solar power plant special purpose vehicle (âSPVâ) through equity participation as per norms for drawing 15.5 MW capacity of Solar power. The solar power plant was under commissioning at the end of the financial year 2023-24 and started generating power in June, 2024. This is expected to increase the share of renewable energy to approx 50% of the total power consumption in our Roha and Lote plants in Maharashtra.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Also, there has been no change in the nature of business of the Company.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing fixed deposits with effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2023-24. There are no unclaimed deposits as on 31st March, 2024.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans, guarantees or investments made by the Company during the financial year 2023-24 are provided in Notes to Standalone Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste Recycling Pvt. Ltd. The Company also has three Associate companies, namely, MobiTrash Recycle Ventures Private Limited, ClimaCrew Private Limited and First Energy 7 Pvt. Ltd.
During the year 2023-24, Excel Rajkot C&D Waste Recycling Pvt. Ltd. became a subsidiary of the Company and First Energy 7 Pvt. Ltd. became an associate of the Company
The salient features of the financial statements of the subsidiaries and the associate companies as required under section 129 (3) of the Companies Act, 2013 are furnished in Form AOC - 1, forming part of the financial statements.
The financial statements of the subsidiary companies are not attached with this Annual Report. However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company''s website: https://www.excelind.co.in/annual-reports/. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.
Kamaljyot Investments Limited is an Investment Company registered under the provisions of RBI Act as a NBFC. The total income for the year 2023-24 is '' 666.07 lakhs and Profit after tax is '' 539.61 lakhs.
Excel Bio-Resources Ltd. (EBRL) is a Company formed for carrying on the business of processing all kinds of waste and manufacturing of chemicals. The turnover for the year 2023-24 was '' 4.65 lakhs. EBRL has acquired a chemical manufacturing unit of Good Rasayan Pvt. Limited (GRL) located at B-96, MIDC, Lote on a slump sale basis at a consideration of '' 1.9 crores, subject to working capital adjustments, in the month of March, 2024.
Excel Rajkot C&D Waste Recycling Pvt. Ltd was incorporated on 13th June, 2023. Excel Rajkot C&D Waste Recycling Pvt. Ltd. is a special purpose vehicle formed for the execution of Project awarded by Rajkot Municipal Corporation (RMC) for erection of a Construction and Demolition (C&D) Waste management plant and processing of C&D waste of Rajkot city. During the year, the Company incurred expenditure for erection of the C&D waste management plant. The Company will process the C&D waste
delivered by the RMC and will further manufacture aggregates and value added products from the treated C&D waste. The plant operation started in the month of March, 2024.
Mobitrash Recycle Ventures Pvt Ltd is a Company involved in recycling of all kinds of waste and scrap and providing EPR (Extended Producer Responsibility) solutions. The turnover of the Company for the year 2023-24 is '' 383.79 lakhs and the Company incurred a loss of '' 64.71 lakhs.
ClimaCrew Private Limited (CCPL) a startup company which aims to be a full-stack seaweed platform company for harnessing the economic, social, commercial, nutritional and environmental benefits offered by seaweeds through the development of enabling platforms allowing to create and foster strategic business partnerships seeking national and international scientific collaborations. CCPL has incurred a loss of '' 61.83 lacs for the year 2023-24.
First Energy 7 Pvt Ltd. (FE7PL) is a special purpose company formed to develop, construct, operate and maintain renewable energy based power plant. In view of the requirements of the Electricity Act and corresponding Rules, the Company has acquired 28.83 percent of equity share capital of FE7PL to source part of its electricity requirements from electricity generated by FE7PL. As per provisions of section 2 (6) of the Companies Act, 2013, FE7PL is an associate of the Company. However, as per provisions of Accounting Standard 28, accounts of FE7PL is not required to be included in the consolidated financial statements of the Company for the year 2023-24. FE7PL incurred a loss of '' 3.31 lacs for the year 2023-24.
The contribution of the aforesaid subsidiaries and associate company to the overall performance of the Company is to the extent as provided in the consolidated financial statements of the Company.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link http://excelind.co.in/corporate-governance.html.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2023-24, five meetings of the Board of Directors were held; details of the meetings held are provided in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS
APPOINTMENTS AND RESIGNATIONS OF DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Hrishit A. Shroff, Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The term of office of Mr. Hrishit A. Shroff as an Executive Director also expired on 26th June, 2024. The Board at its meeting dated 24th June, 2024 has re-appointed him as Executive Director for a term of 5 years with effect from 27th June, 2024. His re-appointment is also placed for the approval of the members in the Notice of the Annual General Meeting.
The term of office of Mr. Ashwin C. Shroff, Executive Chairman will expire on 31st January, 2025. The Board at its meeting dated 9th August, 2024 has re-appointed him as Executive Chairman for a term of 5 years with effect from 1st February, 2025. His re-appointment is placed for the approval of the members in the Notice of the Annual General Meeting.
The term of office of Mr. Ravi A. Shroff, Managing Director, expires on 2nd September, 2024. The Board at its meeting held on 9th August, 2024 has re-appointed Mr. Ravi A. Shroff as Managing Director of the Company for a term of 5 years with effect from 3rd September, 2024. His re-appointment is placed for approval of the members in the Notice of the Annual General Meeting.
The first term of the Independent Director Dr. Meena Galliara expired on 26th June, 2024. As per Companies Act, 2013, Dr. Meena Galliara is eligible for re-appointment for a second term. The Board has re-appointed Dr. Meena Galliara for a second term of five years with effect from 27th June, 2024. Her re-appointment for a second term of five years is placed for approval of the members in the Notice of the Annual General Meeting.
The second term of the Independent Directors viz. Mr. H. N. Motiwalla, Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. M. B. Parekh, Mr. Shailesh S. Vaidya and Mr. Rajeev M. Pandia, expires on 12th August, 2024. The aforesaid independent directors shall vacate office on 12th August, 2024.
To comply with the requirements of regulation 17 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting dated 24th June, 2024 have appointed Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Varma and Mr. Vihang Virkar as independent directors for the first term of five years with effect from 13th August, 2024, to fill the vacancy created due to completion of 2nd term of directors mentioned in the aforesaid para. Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Verma and Mr. Vihang Virkar have submitted their declaration of independence, consent to be appointed as an independent director and other relevant disclosures and documents. Their appointment for a term of five years is placed for approval of the members in the Notice of the Annual General Meeting.
The brief resume of the Directors to be appointed/ re-appointed at this AGM and other related information are provided in Annexures to the Notice of the Annual General Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary are the key managerial personnel (KMP) of the Company.
Mr. N. R. Kannan, Chief Executive Officer and KMP, resigned from the services of the Company w.e.f. 30th June, 2024. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating 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 set out in Annexure I, forming part of this Report.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness for and attendance at the meetings, understanding of Company''s operations and business, and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The Directors are apprised with their roles and responsibilities and business of the Company at the time of joining. Further, they are regularly updated with the regulatory changes and business development at the Board Meetings. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.excelind.co.in/programmes/.
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy which lays down the criteria and manner of Performance Evaluation of the Board as a whole, its Committees and individual Directors. The Nomination and Remuneration Policy of the Company as approved by the Board may be accessed on the Company''s website at the link https://www.excelind.co.in/policies/.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of the performance of the Board, its Committees and of individual directors.
The Board as a whole is evaluated inter-alia on its ability to effectively guide and advise the management in the business affairs, to help management in formulating operational and strategic plans and to take decisions in the best interest of the organization. The Committees of the Board are evaluated on their ability to address effectively the matters delegated to them in the charter and the quality of the recommendations they make to the Board for taking appropriate decisions.
The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision making, understanding of Company''s business and risks and on the basis of the overall directions and guidance provided to the senior executives.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year were at arm''s length basis and in the ordinary course of business. There was no material related party transaction during the year, therefore Form AOC - 2 is not provided.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and are anticipated to be entered during the year. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review on a quarterly basis. All related party transactions during the year are mentioned in the Notes to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the Promoter group and holds 42.63% of the share capital of the Company. In pursuance to regulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements) Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided in Notes to Financial Statements. The Related Party Transaction Policy of the Company as approved by the Board may be accessed on the Company''s website at the link https://www.excelind.co.in/policies/.
Non-Executive Directors including Independent Directors are not considered as Key Managerial Personnel (KMP) of the Company in view of the definition of KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting Standard (Ind AS) 24, Non-Executive Directors including Independent Directors of the Company are considered as KMP, hence it is accordingly mentioned in Notes to the Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting their genuine concerns or grievances or cases of actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics Policy. The Whistle Blower Policy of the Company is available on the Company''s website at https://www.excelind.co.in/policies/.
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel (KMP) and senior management personnel. The appointment and remuneration of the directors, KMP and senior management personnel is approved by the Board on the recommendation of Nomination and Remuneration Committee.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, KMP and Executives at Senior Management level and formulate the criteria and manner of effective evaluation of performance of the Board, its Committees and individual directors and review its implementation and compliance.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/ compensation to whole time Directors and senior management shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration / compensation to whole-time Directors shall be subject to the approval of the shareholders of the Company and will be in accordance with Section 197 of the Companies Act, 2013 read with Schedule V to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending meetings of Board and Committees, and also to commission within the overall limit prescribed in the Companies Act, 2013 and as approved by the shareholders of the Company. Commission to the Non-Executive Directors is approved by the Board.
The Nomination and Remuneration Policy is available on the Company''s website at https://www.excelind.co.in/policies/. CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/ or through other registered voluntary organizations.
The Company''s policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society. The Company''s Policy on Corporate Social Responsibility can be accessed at https://www.excelind.co.in/policies/.
In the FY 2023-24, the Company has undertaken various CSR activities at Roha, Lote, Mandvi and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Agriculture support, community infrastructure, animal welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability.
For the year ended 31st March, 2024, the Company has spent '' 275.60 lacs on aforesaid CSR activities directly or through other registered not-for-profit organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure II, forming part of this Report.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORTING (BRSR)
SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 has mandated submission of a BRSR for top thousand listed companies based on market capitalisation. The Company does not fall in the list of top thousand listed companies as on 31st March, 2024. However, the Company continues to publish its BRSR, which forms part of this Annual Report, as per Regulation 34 of the Listing Regulations.
The BRSR envisages Company''s endeavor to perform its operations in line with the principles as laid down in the âNational Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA).
RISK MANAGEMENT
The Risk Management Committee of your company is currently composed of three Members including two independent Directors and the Managing Director. The Chief Executive Officer, who was a member of the Committee resigned from the Company w-e-f 30th June, 2024.
On the recommendation of the Risk Management Committee, the Board has approved a Risk Management Policy. Your Company recognizes that risk is an integral part of business process and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the current and future risks existing in the internal and external environment and initiates actions to mitigate them. The Company has formulated a detailed risk management policy. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/policies/.
Your Company, through its risk management process, strives to mitigate the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors comprises of Mr. H N Motiwalla (Chairman of the Committee), Mr. P S Jhaveri, Mr. R N Bhogale, Mr. R. M. Pandia and Mr. Ravi A Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this Annual Report.
AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS
At the 61st Annual General Meeting of the Company held on 23rd September, 2022, the members of the Company re-appointed Price Water House, Chartered Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a second term of 5(five) consecutive years from the conclusion of the 61st annual general meeting until the conclusion of the 66th annual general meeting.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report on the Financial Statements for the year ended 31st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
SECRETARIAL AUDITOR
The Board appointed Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2023-24 to conduct Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March 2024 is attached with this Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITORS
As per the requirements of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the cost accounts and records have been prepared and maintained relating to applicable products.
The Board of Directors at its meeting held on 16th May, 2023 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24 to conduct cost audit of all the applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2023, which was required to be filed with the Ministry of Corporate Affairs on or before 11.09.2023, was filed on 17.08.2023.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditors'' Certificate thereon form part of this Report.
ANNUAL RETURN
Pursuant to provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.excelind.co.in/annual-returns/.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure IV, forming part of this Report.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT
There is no significant material order passed by the regulators / courts / tribunals which can impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been duly followed by the Company. The Secretarial Auditor in his Secretarial Audit report confirms the same.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby confirms 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) they 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) they 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace. All individuals who are at the Company''s premises, irrespective whether employees of the Company or outsiders are covered under this Policy. The Company has constituted an Internal Complaints committee to consider and resolve sexual harassment complaints lodged with the Committee. The constitution of the Committee is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No complaint was received from any employee during FY 2023-24 and hence no complaint is outstanding as on March 31,2024 for redressal.
INSOLVENCY AND BANKRUPTCY CODE
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
Ashwin C. Shroff Executive Chairman DIN: 00019952
Date: 9th August, 2024 Place: Mumbai
Mar 31, 2023
Your Directors are pleased to present the 62nd Annual Report on the business affairs of your Company together with the Audited Financial Statements for the year ended 31st March, 2023 including the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company''s financial performance for the year ended 31st March, 2023 is summarized below:
|
''/Crores |
||||
|
2022-23 |
2021-22 |
|||
|
Revenue from Operations |
1089.82 |
1178.02 |
||
|
Profit before Tax and exceptional item |
103.95 |
212.10 |
||
|
Provision for Taxation: |
||||
|
- Current Tax |
25.64 |
50.72 |
||
|
- Deferred Tax |
1.02 |
1.22 |
||
|
- Tax in respect of earlier years |
(1.16) |
- |
||
|
Profit After Tax |
78.45 |
160.16 |
||
|
Other Comprehensive Income |
8.83 |
70.85 |
||
|
Total Comprehensive Income |
87.28 |
231.01 |
||
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have recommended a dividend of '' 11.25 (225%) per equity share of Face Value of '' 5 each as against the dividend of '' 22.50 (450%) paid for the previous financial year 2021-22. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
The Board has formulated a dividend distribution policy in pursuance to amendment to regulation 43A of the SEBI Listing Regulations vide its notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The dividend distribution policy of the Company lays down the parameters that the Board will consider for recommendation of dividend from time to time. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/corporate-governance.html.
AMOUNT TRANSFERRED TO GENERAL RESERVE
Your Company has transferred '' 50 crores to the General Reserve for the financial year 2022-23.
PERFORMANCE REVIEW
During the year under review, the net revenue from operations slipped by 7.49% from '' 1178.02 Crores in FY 2021-22 to '' 1089.82 Crores, largely due to various international business constraints and reduction in sales prices. Company''s profit before tax declined by 51% from '' 212.10 Crores to '' 103.95 Crores largely due to reduction in sales realization, sluggishness in exports volumes and also due to temporary mismatch in the sales prices and input material cost. Consequently, net profit after tax for the year decreased by 51% from '' 160.16 Crores to '' 78.45 Crores.
The revenue from operations of the Chemicals Division for the year 2022-23 was '' 1,067.10 crores (? 1,152.54 crores for FY 2021-22) and that of the Environment and Biotech Division was '' 22.72 crores (? 25.48 crores for FY 2021-22).
The Reserves excluding revaluation reserves as on 31.03.2023 are at '' 985.43 Crores.
CRISIL Limited reviewed and revised its rating outlook on the long term bank facilities of the Company to âStable'' from âPositive'' while reaffirming the rating on long term bank facilities at âCRISIL A '' and on short-term bank facilities at âCRISIL A1''.
MODERNIZATION / EXPANSION
In Lote, we expanded the capacity of the Polymer additive plant in order to cater to the increased market demand. The capacity of our major pharma API was also increased to cater to the market requirement. In Roha, automation was executed in our major agrochemical plant for time cycle reduction and better environmental impact. Similarly, our boiler and steam transmission lines have been audited by external experts to minimise steam transmission losses and additional equipment have been provided in the boiler to increase the fuel combustion efficiency resulting into good fuel economy. This has resulted in reduction of coal consumption thereby reducing Carbon footprint. In Vizag, chlorine usage and handling capability was successfully introduced. We were able to start in-house manufacture of the chlorinated intermediate required for production of the end product.
ENVIRONMENT, HEALTH AND SAFETY
Non-reportable / first aid cases are showing a declining trend. This is due to increased employee interactions, greater near miss reporting, counselling with employees and proactive classroom and on the job trainings.
This year the company took the Security Vulnerability Assessment (SVA) from experts of Indian Chemical Council to improve our score on Chemical Security.
The Company underwent the fourth Responsible Care audit which was conducted by Indian Chemical Council and our Responsible Care Logo has been renewed for next three years.
TECHNOLOGICAL UPGRADATION AND R & D
Company is keeping a conscious focus on developmental studies at R&D for new and existing molecules, with reference to application of Green Chemistry principles, waste water treatability, Energy Conservation and Sustainability.
Our Quality Control laboratories were further upgraded with induction of new instruments like High Pressure Liquid Chromatography, Colorimeter, UV Spectrophotometer and Gas Chromatography to meet the increasing analytical demand, stringent regulatory and customer requirements.
Similarly, another Stability chamber was introduced for shelf life studies of new products to be developed at R&D, pilot plant and existing products undergoing process improvements.
We developed two formulations for cooling water chemicals as antiscalant and corrosion inhibitor while another formulation was developed for inhouse use to remove choking of Multiple effect Evaporators, thereby improving their efficiency enormously.
Our application laboratory developed two chelates, as a part of Green Chemistry initiative, to reduce heavy metals from our specialty products.
The laboratory chemical storage facility at Visakhapatnam site has been newly constructed enabling class-wise storage of Chemical reagents with better control, safety and visibility, to meet the Responsible Care Security Code requirements.
Similarly, our water treatment chemicals were audited and approved as per NSF/ANSI 60 standards, Halal and Kosher Certification ensuring their continuity.
AWARDS
During the year, the Company was conferred with the following awards:
1. âMake in India Partnering Awardâ by Rallis India for a new Agrochemical intermediate, a 100% import substitute.
2. I CC CERTIFICATE OF MERIT for Excellence in Management of Safety in Group A Companies with turnover of more than '' 1000 Crores; and
3. FICCI Chemicals and Petrochemicals Awards 2022: Award for âSustainability: Excellence in Safety''''.
4. âICC - EPSILON CARBONâ CERTIFICATE OF MERIT for Best Compliant Company for the Codes under Responsible Care for the year 2022 in âPollution Prevention Codeâ.
INSURANCE
The Company continues to carry adequate insurance cover for all its assets against unforeseeable perils like fire, flood, earthquake, etc. The Company continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance Policy as per the provisions of Public Liability Insurance Act. The Company has also taken a Directors and Officers'' Responsibility Policy. All the employees of the Company are insured.
HUMAN RESOURCES
Post Covid, the focus area for HR was on building capabilities within the organization for the next growth phase. It was decided to build skills internally and supplement knowledge and skills in certain identified technologies and areas.
The Company continued to focus on opportunities to grow and all round development in its people. As part of the development process and succession planning, âLeaders of Tomorrowâ programme which was launched in May 2021 continued to invest in its future leaders by coaching and mentoring to be future-ready. These future leaders have completed their learning journey and will soon be leading some exciting projects.
We continued to attract talent from the industry. The new employees go through process of induction. They are mentored and supported to align themselves with the culture and values of the Company.
Sustained excellence is possible only when employees are greatly motivated to deliver strong performance and positive outcomes. To deliver these, the internal performance management system is being continuously improved to further enhance the quality and delivery orientation in the organization.
As a process, we continued to follow vertical approach and focused on deliverables for the year, as shared by top management. These deliverables were discussed and agreed by each function / business / site. There was a sense of ownership of these company level goals by respective business/ function owners. This helped in setting up KRAs for the year.
All the three sites operated in a smooth manner due to our employee friendly policies and proactive industrial relationship approach. We also signed the Bonus agreement for Lote and Mumbai.
Post Covid, the Company reinstated engagement with employees vigorously and in-person. Many activities were conducted at sites and offices like the long service award ceremony, the annual Pooja etc. Facilities of canteen resumed.
Employee strength of the Company as on 31st March, 2023 was 1020.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. Also, there has been no change in the nature of business of the Company.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing fixed deposits with effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2022-23.
Total 6 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2023, was '' 57,600.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans, guarantees or investments made by the Company during the financial year 2022-23 are provided in Notes to Standalone Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has three subsidiaries, namely, Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste Recycling Pvt. Ltd. The Company also has two Associate companies, namely, MobiTrash Recycle Ventures Private Limited and ClimaCrew Private Limited. The Subsidiary Company; Excel Rajkot C&D Waste Recycling Pvt. Ltd. was added after the end of the financial year 2022-23. The Company was incorporated on 13th June, 2023.
The salient features of the financial statements of the subsidiaries and the associate company as required under section 129 (3) of the Companies Act, 2013 are furnished in Form AOC-1, forming part of the financial statements.
The financial statements of the subsidiary companies are not attached with this Annual Report. However, the Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company''s website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.
Kamaljyot Investments Limited is an Investment Company registered under the provisions of RBI Act as a NBFC. The total income for the year 2022-23 is '' 461.50 lakhs and profit after tax is '' 376.01 lakhs.
Excel Bio-Resources Ltd. is a Company formed for carrying on the business of processing all kinds of waste including but not limited to municipal solid waste, urban waste, domestic waste, industrial waste, food processing waste etc. The total income for the year 2022-23 is '' 8.57 lakhs and profit after tax is '' 2.38 lakhs.
Mobitrash Recycle Ventures Pvt Ltd is a Company involved in recycling of all kinds of waste and scrap. The total income of the Company for the year 2022-23 is '' 659.17 lakhs and profit after tax is '' 95.74 lakhs.
ClimaCrew Private Limited (CCPL) was incorporated on 7th January, 2022. Kamaljyot Investments Limited, the wholly owned subsidiary of the Company, holds 33.33% equity share capital in CCPL. CCPL aims to be a full-stack seaweed platform company for harnessing the economic, social, commercial, nutritional and environmental benefits offered by seaweeds through the development of enabling platforms allowing to create and foster strategic business partnerships seeking national and international scientific collaborations. CCPL commenced its operations on 5th April, 2022. CCPL suffered a loss of '' 105.19 lakhs for the year 2022-23.
Excel Rajkot C&D Waste Recycling Pvt. Ltd. is a special purpose vehicle formed for the execution of Project awarded by Rajkot Municipal Corporation for erection of a Construction and Demolition (C&D) Waste management plant and processing of C&D waste of Rajkot city. Excel Rajkot C&D Waste Recycling Pvt. Ltd. commenced its operations on 24th July, 2023.
The contribution of the aforesaid subsidiaries and associate companies to the overall performance of the Company is to the extent as provided in the consolidated financial statements of the Company.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link https://www.excelind.co.in/corporate-governance.html.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2022-23, six meetings of the Board of Directors were held; details of the meetings held are provided in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS
APPOINTMENTS AND RESIGNATIONS OF DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Dipesh K. Shroff, Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment.
Mr. Collu Vikas Rao, Nominee Director of the Company stepped down from the Board of the Company with effect from 26th September, 2022, in compliance with the LIC directives.
Mr. Collu Vikas Rao was appointed as Nominee Director on 25th March, 2022 and served the Board for a short period of about six months. The Board of Directors place on record its appreciation for the valuable contribution made by him in the decision making of the Company.
Mr. Dinesh Bhagat was appointed as Nominee Director on the Board with effect from 24th March, 2023 as a nominee of LIC. The members have approved the appointment of Mr. Dinesh Bhagat vide ordinary resolution passed through postal ballot dated 20th May, 2023.
KEY MANAGERIAL PERSONNEL
Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing Director, Mr. Hrishit A. Shroff, Executive Director, Mr. N. R. Kannan, Chief Executive Officer, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company Secretary are the key managerial personnel of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating 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 set out in Annexure I, forming part of this Report.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness for and attendance at the meetings, understanding of Company''s operations and business, and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The Directors are apprised of their roles and responsibilities and business of the Company at the time of joining. Further, they are regularly updated with the regulatory changes and business development at the Board Meetings. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.excelind.co.in/corporate-governance.html.
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy which lays down the criteria and manner of Performance Evaluation of the Board as a whole, its Committees and individual Directors. The Nomination and Remuneration Policy of the Company as approved by the Board may be accessed on the Company''s website at the link https://www.excelind.co.in/corporate-governance.html.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of the performance of the Board, its Committees and of individual directors.
The Board as a whole is evaluated inter-alia on its ability to effectively guide and advise the management in the business affairs, to help management in formulating operational and strategic plans and to take decisions in the best interest of the organization. The Committees of the Board are evaluated on their ability to address effectively the matters delegated to them in the charter and the quality of the recommendations they make to the Board for taking appropriate decisions.
The evaluation of each of the director was done, inter-alia, on the basis of his advisory role and contribution in the decision making, understanding of Company''s business and risks and on the basis of the overall directions and guidance provided to the senior executives.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year were at arm''s length basis and in the ordinary course of business. There was no material related party transaction during the year, therefore Form AOC-2 is not provided.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature and are anticipated to be entered during the year. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review on a quarterly basis. All related party transactions during the year are mentioned in the Notes to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the Promoter group and holds 42.63% of the share capital of the Company. In pursuance to regulation 2A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided in Notes to Financial Statements. The Related Party Transaction Policy of the Company as approved by the Board may be accessed on the Company''s website at the link https://www.excelind.co.in/corporate-governance.html.
Non-Executive Directors including Independent Directors are not considered as Key Managerial Personnel (KMP) of the Company in view of the definition of KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting Standard (Ind AS) 24, Non-Executive Directors including Independent Directors of the Company are considered as KMP, hence it is accordingly mentioned in Note no. 45 of the Notes to the Standalone Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting their genuine concerns or grievances or cases of actual or suspected fraud or violation of the Company''s Code of Conduct and Ethics Policy. The Whistle Blower Policy of the Company is available on the Company''s website at https://www.excelind.co.in/corporate-governance.html.
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment and remuneration of the directors, key managerial personnel (KMP) and other employees, approved by the Board on the recommendation of Nomination and Remuneration Committee.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and formulate the criteria and manner of effective evaluation of performance of the Board, its Committees and individual directors and review its implementation and compliance.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/ compensation to whole time Directors and senior management shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration / compensation to whole-time Directors shall be subject to the approval of the shareholders of the Company and will be in accordance with Section 197 of the Companies Act, 2013 read with Schedule V to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending meetings of Board and Committees, and also to commission within the overall limit prescribed in the Companies Act, 2013 and as approved by the shareholders of the Company. Commission to the Non-Executive Directors is approved by the Board.
The Nomination and Remuneration Policy is available on the Company''s website at https://www.excelind.co.in/corporate-governance.html.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/ or through other registered voluntary organizations.
The Company''s policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society. The Company''s Policy on Corporate Social Responsibility can be accessed at https://www.excelind.co.in/corporate-aovernance.html
In the FY 2022-23, the Company has undertaken various CSR activities at Roha, Lote, Vizag and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Agriculture support, community development, animal welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring Environmental Sustainability.
For the year ended 31st March, 2023, the Company has spent '' 289.10 lacs on aforesaid CSR activities directly or through other registered not-for-profit organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure II, forming part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021 has mandated submission of a BRSR in place of Business Responsibility Report (BRR) for top thousand listed companies based on market capitalisation.
Accordingly, the Company has provided BRSR in lieu of BRR. The BRSR is in the format as provided by SEBI in its notification no. SEBI/HO/CFD/CMD - 2/P/CIR/2021/562 dated 10th May, 2021. The BRSR envisages Company''s endeavor to perform its operations in line with the principles as laid down in the âNational Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA) in July 2011. As per Regulation 34 of the Listing Regulations, the BRSR forms part of this Annual Report.
RISK MANAGEMENT
Constitution of a Risk Management Committee is mandatory for top 1000 listed companies vide SEBI notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021
The risk management committee of your company is composed of Four Members including two independent Directors, the Managing Director and the Chief Executive Officer of the Company.
On the recommendation of the Risk Management Committee, the Board has approved a Risk Management Policy. Your Company recognizes that risk is an integral part of business process and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the current and future risks existing in the internal and external environment and initiate actions to mitigate them. The Company has formulated a detailed risk management policy. The policy is available on the website of the Company and can be accessed at https://www.excelind.co.in/corporate-qovemance.html.
Your Company, through its risk management process, strives to mitigate the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors comprises of Mr. H. N. Motiwalla (Chairman of the Committee), Mr. P. S. Jhaveri, Mr. R. N. Bhogale, Mr. R. M. Pandia and Mr. Ravi A. Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this Annual Report.
AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS
At the 61st Annual General Meeting of the Company held on 23rd September, 2022, the members of the Company re-appointed Price Water House, Chartered Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a second term of 5(five) consecutive years from the conclusion of the 61st annual general meeting until the conclusion of the 66th annual general meeting.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditors'' Report on the Financial Statements for the year ended 31st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto are self-explanatory and do not require any explanations.
SECRETARIAL AUDITOR
The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2022-23 to conduct Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March 2023 is attached with this Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDITORS
As per the requirements of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the cost accounts and records have been prepared and maintained relating to applicable products.
The Board of Directors at its meeting held on 27th May, 2022 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2022-23 to conduct cost audit of all the applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2022, which was required to be filed with the Ministry of Corporate Affairs on or before 24.10.2022, was filed on 27.09.2022.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditors'' Certificate thereon form part of this Report.
ANNUAL RETURN
Pursuant to provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.excelind.co.in/annual-return.html.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure IV, forming part of this Report.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT
There is no significant material order passed by the regulators / courts / tribunals which can impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been duly followed by the Company. The Secretarial Auditor in his Secretarial Audit report confirms the same.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms 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) they 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) they 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace. All individuals who are at the Company''s premises, irrespective whether employees of the Company or outsiders are covered under this Policy. The Company has constituted an Internal Complaints committee to consider and resolve sexual harassment complaints lodged with the Committee. The constitution of the Committee is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No complaint was received from any employee during FY 2022-23 and hence no complaint is outstanding as on March 31,2023 for redressal.
INSOLVENCY AND BANKRUPTCY CODE
The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
Ashwin C. Shroff Executive Chairman DIN: 00019952
Date: 11th August, 2023 Place: Mumbai
Mar 31, 2018
To,
The Members,
Excel Industries Limited
The Directors are pleased to present herewith the 57th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31st March, 2018 together with the Auditors Report thereon.
KEY FINANCIAL HIGHLIGHTS
The Companyâs financial performance, for the year ended March 31, 2018 is summarized below:
Rs./Lacs
|
2017-18 |
2016-17 |
|||
|
Revenue from Continuing Operations |
59414.50 |
48727.21 |
||
|
Profit before Tax |
10630.12 |
2794.39 |
||
|
Provision for Taxation: |
||||
|
- Current Tax |
2664.01 |
997.83 |
||
|
- Tax in respect of earlier years |
(1.99) |
(105.51) |
||
|
- Deferred Tax |
661.37 |
3323.39 |
(211.30) |
681.02 |
|
Profit After Tax from continuing operations |
7306.73 |
2113.37 |
||
|
Add: Profit/(loss) from discontinuing operations |
(80.57) |
(51.52) |
||
|
Tax on discontinuing operations |
27.88 |
17.83 |
||
|
Profit/(Loss) from discontinuing operations (after tax) |
(52.69) |
(33.69) |
||
|
Profit for the year |
7254.04 |
2079.68 |
||
|
Other Comprehensive Income |
1876.99 |
3663.40 |
||
|
Total Comprehensive Income |
9131.03 |
5743.08 |
||
DIVIDEND
Your Directors have recommended a dividend of Rs. 12.50/- (250%) per equity share of Face Value of Rs. 5/- each as against the dividend of Rs. 6/- (120%) paid for the previous financial year 2016 -17. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
AMOUNT TRANSFERRED TO RESERVE
Your Company has transferred Rs. 4500.00 lacs to the General Reserve.
OPERATIONS
During the year under review, the net sales from continuing operations increased from Rs. 48727.21 lacs to Rs. 59414.50 lacs, registering an increase of 21.93%. The exports decrease from Rs. 9616.25 lacs to Rs. 9266.18 lacs registering a decrease of 3.64%. Further, the Company made a profit from its continuing operation before exceptional item and tax Rs. 10630.12 lacs compared to Rs. 2794.39 lacs in the previous year. Net profit after adjusting net loss from discontinuing operation is Rs. 7254.04 lacs as compared to Rs. 2079.68 lacs in the previous year registering an increase of 248.81%.
During the year CRISIL Limited has improved the Credit Rating of the Company to A / stable for Long Term and A1 for Short Term.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The Company has plans to expand capacities of its various products. It has already initiated activities to obtain necessary regulatory approvals and will follow it up with capacity increase.
The Company has undertaken installation of Multiple Effect Evaporator (MEE) system at Roha site which will be commissioned during the course of the financial year 2018-19. This up gradation of our waste water treatment facility is in line with our future needs.
OUTLOOK
Weather agencies have predicted a normal monsoon during the year 2018-19 which augurs well for the demand of agrochemicals. Hence, the Company expects a favorable demand situation for the agrochemical intermediates manufactured by it.
The Company also expects to do well in the other product segments.
The measures taken by the Chinese Government to enforce pollution control norms and also progress towards a market economy will mean that the operating costs for Chinese companies are likely to rise to realistic levels making it easy for Indian companies to compete with them. This development will be favourable for the Company.
The Company is taking several initiatives like debottlenecking/expansions and new product development for taking advantage of the opportunities.
Overall the outlook for the year 2018-19 is positive.
HUMAN RESOURCES
Nurturing human talent is integral part of all human resource practices. Every passing year as your company is growing in years itâs also getting younger by way of young talent coming onboard. This year was focused more on learning and development, performance management and implementation of new human resource system.
At our sites we focused on Safety and System trainings. Extensively training was given in the area of safety to ensure sustainable safety practices, culture and human action. In performance management your Company has done documentation of job role, Key Result Areas for all its key positions. The newly implemented HRMS is a cloud based solution which helps managers to attend to people management responsibilities such as attendance, approvals etc. on the go and swiftly.
Your Company has generally enjoyed cordial relations with its employees. Workers and staff are paid in accordance with the wage agreement established with trade unions.
Employee strength of the Company as on 31st March, 2018 was 904.
ENVIRONMENT, HEALTH AND SAFETY
The Company accords the highest importance to Environment, Health and Safety (EHS). Continuous investment in infrastructure like MEE & ATFD in Environment management & skill development is being done to ensure that the EHS of the Company is maintained at the highest standards.
The Company, has introduced a new material handling system, thereby vastly improving ergonomics and safety in plant.
QUALITY
Our focus is not only in quality control but also on quality assurance for continual improvement in process and product quality through operational audits, carrying out of technical analysis and the giving of advice on quality improvement. The role of Quality Assurance is to consult with the departments and make sure that product passes to customer standards.
In keeping with this, not only we have been fulfilling evolving need of ISO standards, but also our quality systems and also continuously meeting customer expectations, like Eco Vadis by European customers, Pharma companies audits as well as Responsible Care requirements.
INSURANCE
The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act. The Company has also taken a policy for Directors and Officers Responsibility Policy.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing the fixed deposits with effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2017-18.
Total 28 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2018, was Rs. 9.96 lacs.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not made any loans, guarantees or investments during the financial year 2017-18.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES
The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited. Also, the Company has one Associate company namely, MobiTrash Recycle Ventures Private Limited.
The salient features of the financial statements of the subsidiaries and the associate as required under Section 129(3) of the Companies Act, 2013 are furnished in Form AOC-1 as Annexure I, forming part of this Report.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Companyâs website at the link http://excelind.co.in/companyPolicies.html.
The financial statements of the subsidiary companies are not attached with this Annual Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with Section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Companyâs website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.
UPDATE OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY
The Board of Directors of the Company at their meeting held on 29th March, 2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Company to Excel Bio Resources Limited, a wholly owned subsidiary of the Company together with all related assets and liabilities, on a going concern basis by way of a slump sale for a consideration of not more than Rs. 10 crores. A Business Transfer Agreement (BTA) was executed between the Company and Excel Bio Resources Limited on 31.03.2017 for the said purpose. One of the condition in BTA pertaining to transfer of Municipal Solid Waste (MSW) Treatment Plant at Ahmedabad, is pending due to non-execution of the renewal Agreement for MSW treatment by the Ahmedabad Municipal Corporation (AMC). The Company is pursuing the matter with AMC and on resolution of the matter the ENBT Division will be transferred to the Subsidiary company.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2017-18 eight meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this annual report.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. R. K. Sood, Nominee Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The brief resume of the Director and other related information is provided in the Corporate Governance Report forming part of this Annual Report. Your Directors recommend his re-appointment as a nominee Director.
Mr. N. R. Kannan was appointed as Chief Executive Officer on 14.07.2017.
Mr. Devendra Dosi was appointed as Chief Financial Officer with effect from 08.02.2018 in place of Mr. Kailas D. Dabholkar. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions 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, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating 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 set out in Annexure II, forming part of this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its Committees and individual Directors at its meeting held on 30th March, 2018.
The evaluation of each of the Directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companyâs operations and business and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://excelind. co. in/companyPolicies. html
RELATED PARTY TRANSACTIONS
There were no material transactions during the year with the related party, therefore form AOC 2 which forms part of this Annual Report as Annexure III shows no transaction details.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://excelind.co.in/companyPolicies.html.
VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companyâs code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Companyâs website http://excelind.co.in/companyPolicies. html.
NOMINATION AND REMUNERATION POLICY
On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Friday, 30th January, 2015 has approved a Nomination and Remuneration Policy for the appointment and remuneration of the Directors, key managerial personnel and other employees.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/compensation to whole time Directors shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration/compensation to whole-time Directors shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.
The Nomination and Remuneration Policy is available on the Companyâs website http://excelind.co.in/companyPolicies.html.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/or through other registered voluntary organizations.
The Companyâs policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society.
In the FY 2017-18, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Promotion of Education, Preventive Health Care, Empowering Women and ensuring Environmental Sustainability.
For the year ended 31st March, 2018, the Company has spent Rs. 85.10 lacs on aforesaid CSR activities directly or through other registered voluntary organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure IV, forming part of this Report.
RISK MANAGEMENT
Your Company has voluntarily constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.
The risk management committee is composed of four Directors including two independent Directors, and two senior executive of the Company.
Your Company recognizes that the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with treating the risks and incorporates risk management plans in its strategy, business and operational plans.
Your Company, through its risk management process strives to contain the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors comprises of Mr. H. N. Motiwalla (Chairman of the Committee), Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. Ravi A. Shroff, Mr. R. M. Pandia and Mrs. Usha A. Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this annual report.
AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS
At the 56th annual general meeting of the Company held on 03rd August, 2017, the members of the Company had approved the appointment of M/s Price Water House, Chartered Accountants, LLP, Mumbai, as the Auditors of the Company for a term of 5(five) consecutive years from the conclusion of the 56th annual general meeting until the conclusion of the 61st annual general meeting, subject to ratification of such appointment by the members at every annual general meeting, in pursuance of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. However, vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the requirement for âseeking ratification of appointment of the auditors (appointed for five year term) at every annual general meetingâ has been omitted. This amendment has come into effect on 7th May, 2018. In view of the this amendment, the ratification of the appointment of the auditors is not necessary.
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2017-18 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March 2018 is attached with this Report as Annexure V.
COST AUDITORS
The Board of Directors at their meeting held on 26th May, 2017 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 for all the applicable products of the Company. The Cost Report for the year ended 31.03.2017 which was required to be filed with the Ministry of Corporate Affairs on or before 26.10.2017, was filed on 12.10.2017.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditorsâ Certificate thereon form part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is available on the Companyâs website http://www.excelind.co.in/. and forms part of Annual Report as Annexure VI.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure VII, forming part of this Report.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT / MATERIAL CHANGES OR COMMITMENTS
There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company and its future operations. There are no material changes or commitments occurring after 31st March, 2018 which may affect the financial position of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that all applicable Secretarial Standards have been duly followed by the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:
(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) t hey 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) they 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) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
ASHWIN C. SHROFF
Chairman & Managing Director
DIN: 00019952
Date: May 25, 2018
Place: Mumbai
Mar 31, 2017
The Directors are pleased to present herewith the 56th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31st March, 2017 together with the Auditors Report thereon.
KEY FINANCIAL HIGHLIGHTS
The Company''s financial performance, for the year ended March 31, 2017 is summarized below:
Rs./Lacs
|
|
2016-17 |
|
2015-16 |
|
|
Gross Profit for the year |
3838.54 |
|
5180.73 |
|
|
Less: Depreciation/Amortization |
1391.79 |
|
1487.52 |
|
|
Profit before Tax before exceptional item |
|
2446.75 |
|
3693.21 |
|
Exceptional item |
|
2668.78 |
|
â |
|
Profit before Tax |
|
5115.53 |
|
3693.21 |
|
Provision for Taxation: |
|
|
|
|
|
Current Tax (MAT Payable) |
997.83 |
|
913.13 |
|
|
Minimum Alternate Tax (MAT credit Entitlement) |
(493.87) |
|
â |
|
|
Adjustment relating to earlier periods (net) |
(105.51) |
|
â |
|
|
Deferred Tax |
221.90 |
620.35 |
235.72 |
1148.85 |
|
Profit After Tax from continuing operations |
|
4495.18 |
|
2544.36 |
|
Less: Loss from discontinuing operations |
(51.52) |
|
(37.93) |
|
|
Tax credit of discontinuing operations |
17.83 |
(33.69) |
13.13 |
(24.80) |
|
Profit for the year after tax |
|
4461.49 |
|
2519.56 |
|
Add: |
|
|
|
|
|
Balance brought forward from the previous year |
|
1975.82 |
|
2137.10 |
|
Balance available for Appropriation |
|
6437.31 |
|
4656.66 |
|
Appropriations: |
|
|
|
|
|
Proposed Final Dividend* |
754.24 |
|
565.68 |
|
|
Tax on Dividend |
153.55 |
|
115.16 |
|
|
Transfer to General Reserve |
3500.00 |
|
2000.00 |
|
|
|
|
4407.79 |
|
2680.84 |
|
Carried forward to next year |
|
2029.52 |
|
1975.82 |
* During the year amount of per share dividend to be recognized as distributions to equity shareholders is Rs. 6/-.
DIVIDEND
Your Directors have recommended a dividend of Rs.6 (120%) per equity share of Face Value of Rs.5/- each as against the total dividend of Rs.4.50 (90%) paid for the previous financial year 2015 -16. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.
AMOUNT TRANSFERRED TO RESERVE
Your Company proposes to transfer Rs.35 crores to the general reserve, and an amount of Rs.20.30 crores is proposed to be retained in the Statement of Profit and Loss Account.
OPERATIONS
During the year under review, the net sales from continuing operations increased from Rs.43,457.53 lacs to Rs.44,499.42 lacs, registering an increase of 2.4%. The exports increased from Rs.9,313.01 lacs to Rs.9,616.25 lacs registering an increase of 3.3%. Further, the Company made a profit from its continuing operation before exceptional item and tax Rs.2,446.75 lacs compared to Rs.3,693.21 lacs in the previous year. Net profit after adjusting net loss from discontinuing operation and exceptional item of Rs.33.69 lacs (previous year of Rs.24.80 lacs) and Rs.2,668.78 lacs respectively amounting to Rs.4461.49 lacs as compared to Rs.2,519.56 lacs in the previous year registering an increase of 77%.
NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The construction of Multipurpose (MPP) plant in Roha is progressing well. First phase of the plant is expected to be commissioned in Q2 of 2017-18.
During the year Pharma Intermediate plant capacity has been enhanced by adding balancing equipments.
The Company has started the production of a new agro intermediate, which is an import substitute through an in house developed process.
OUTLOOK
The Company is a major producer of agrochemical intermediates. India has emerged as a hub for production of Agrochemicals. The Government of India is taking steps to give boost to production of Agrochemicals in India. This augurs well for the Company as it is a leading supplier of intermediates for agrochemicals.
Currently, China is a major competitor in the area of agrochemical intermediates. The tightening of environmental norms in China might lead to cut down in their production and increase in prices of imported intermediated from China. This development will be favourable for the Company.
Further, a normal monsoon has been predicted for the current year which is a good sign for agrochemical industry.
In light of the above, the overall outlook for the financial year 2017-18 looks positive for agrochemical intermediates.
HUMAN RESOURCES
With steadfast commitment for enhancement of performance and human talent your Company has undertaken various initiatives in the gamut of talent management, learning and development. One of such initiatives is linkage of performance to variable pay, where employees are given incentive based on their individual and division''s performance. Recent union agreement with employees at Lote Plant is a skill based agreement; where employees in the cadre of staff and worker are graded based on their techno-functional competence. For every position a skill-matrix is developed which denotes techno-functional competence from Level 1(beginner) to Level 5(master). Job rotations and on the job assignments are assigned to employees to enrich their working experience and to develop competence in the functional domain as well as in other disciplines.
Welfare practices at factories and corporate office are focused on holistic wellbeing of employees, apart from providing comfortable and safe work environment a well-balanced diet is provided in canteen at all locations to ensure good health and wellness of employees. At the Company''s premises consultation by doctors is provided along with regular health check-up.
Your Company has generally enjoyed cordial relations with its employees. Worker and staff employees are paid in accordance with the wage agreement established with trade unions.
Employee strength of the Company as on 31st March, 2017 was 909.
ENVIRONMENT, HEALTH AND SAFETY
The Company accords the highest importance to Environment, Health and Safety (EHS). Continuous investment in infrastructure, skill building and systems is done to ensure that the EHS of the Company is maintained at the highest standards.
In October ''16 the Company''s Responsible Care logo was renewed after an comprehensive audit by Indian Chemical Council and is extending extensive mentorship to other Industries for Responsible Care.
The Company, for catering to the increased demand of Phosphorus Pentasulphide, has introduced a new totebin handling system, thereby vastly improving ergonomics and safety in plant.
QUALITY
The subject of quality has been moving from a mere technical requirements to a holistic approach, by the Company as also the customers and regulators. This is particularly so in case of chemical industry.
In keeping with this, not only we have been fulfilling evolving need of ISO standards, but also our quality systems and also continuously meeting customer expectations, like EcoVidis by European customers, Pharma companies audits as well as Responsible Care requirements.
We continue to invest in expertise and facilities as also training of our personnel for continuous improvement in Quality. INSURANCE
The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act. The Company has also taken a policy for Directors and Officers Responsibility Policy.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing the fixed deposits with effect from 1st April, 2014, and it will refund all the existing fixed deposits as per their maturity dates.
(b) The amount of existing deposits from the public and the shareholders of the Company at the end of the FY 2016-17 aggregates to Rs.15.18 lacs.
Total 45 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2017, was '' 15.18 lacs.
(c) There has been no default in repayment of deposits or payment of interest thereon during the year under review.
(d) All existing deposits of the Company are in compliance with the requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not made any loans, guarantees or investments during the financial year 2016-17.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES
The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited. Also, the Company has one Associate company namely, MobiTrash Recycle Ventures Private Limited.
The salient features of the financial statements of the subsidiaries and the associate as required under Section 129 (3) of the Companies Act, 2013 are furnished in Form AOC-I as Annexure I, forming part of this Report.
The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link http://excelind.co.in/companyPolicies.html.
The financial statements of the subsidiary companies are not attached with this Annual Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with Section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company''s website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and its associate company.
TRANSFER OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY
The Board of Directors of the Company at their meeting held on 29th March, 2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Company to Excel Bio Resources Limited, a wholly owned subsidiary of the Company together with all related assets and liabilities, on a going concern basis by way of a slump sale for a consideration of not more than Rs.10 crores. A Business Transfer Agreement was executed between the Company and Excel Bio Resources Limited on 31.03.2017 for the said purpose. The investment of the Company in ENBT division is less than 20% of the net worth of the Company and also the income of the division is less than 20% of the Income of the Company, therefore, this division is not regarded as Undertaking as per Section 180(1)(a) of the Companies Act, 2013, hence, shareholders'' approval was not required.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2016-17 seven meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this annual report.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Dipesh K Shroff, Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The brief resume of the Director and other related information is provided in the Corporate Governance Report forming part of this Annual Report. Your Directors recommend his re-appointment as a Non-Executive Director.
NOMINATION AND REMUNERATION POLICY
On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Friday, 30th January, 2015 has approved a Nomination and Remuneration Policy for the appointment and remuneration of the Directors, key managerial personnel and other employees.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/compensation to whole time Directors shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration/compensation to whole-time Directors shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.
The Nomination and Remuneration Policy is available on the Company''s website http://excelind.co.in/companyPolicies.html.
Particulars of the Company''s Remuneration Policy and information required under Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II, forming part of this Report.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of every employee covered under the said rule are available at the Registered Office of the Company during working hours for a period of 21 days before the Annual General Meeting and shall be made available to any shareholder upon request.
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors at its meeting held on 29th March, 2017.
The evaluation of each of the Directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance.
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company''s operations and business and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://excelind.co.in/companyPolicies.html
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered into during the financial year 2016-17 were at an arm''s length and in ordinary course of business.
The details of material transactions with related party are provided in Form AOC 2 as Annexure III, forming part of this Report.
All related party transactions as required under Accounting Standards 18 have been reported in the Notes to financial statements of the Company.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://excelind.co.in/companyPolicies.html.
VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company''s code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Company''s website http://excelind.co.in/companyPolicies.html.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of Social Responsibility and carry out the social work directly and/or through other registered welfare organizations.
The Company''s policy on Corporate Social Responsibility states various CSR activities that the Company could undertake to discharge its responsibilities towards the society.
In the FY 2016-17, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include water harvesting, rural development, promotion of education, animal welfare, women empowerment, entrepreneurship development, Swatchha Bharat/Sanitation programme and protection of environment.
For the year ended 31st March, 2017, the Company has spent Rs.75.84 lacs on aforesaid CSR activities directly or through other registered welfare organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure IV, forming part of this Report.
RISK MANAGEMENT
Your Company has voluntarily constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.
The risk management committee is composed of three Directors including two independent Directors and one senior executive of the Company.
Your Company recognizes that the risk is an integral part of business and is committed to managing the risks proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with the treating the risks and incorporates risk management plants in its strategy, business and operational plans.
Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors comprises of Mr H N Motiwalla (Chairman of the Committee), Mr. P S Jhaveri, Mr. R N Bhogale and Mrs. Usha A Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this annual report.
STATUTORY AUDITORS
The Audit Committee and the Board of Directors of the Company at their meeting held on 24th May, 2017 and 26th May, 2017 respectively had recommended the appointment of Price Waterhouse, Chartered Accountants LLP having firm registration no. 012754N/N500016 as the new Statutory Auditors of the Company for a period of five years from the conclusion of this Annual General Meeting subject to ratification by members every year in place of existing Auditors S R B C & Co LLP Chartered Accountants who will be retiring at this Annual General Meeting in compliance with mandatory rotation of Auditors as per the provisions of Section 139(2) of the Companies Act, 2013.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed, Mr. Prashant Diwan, Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2016-17 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March 2017 is attached with this Report as Annexure V.
COST AUDITORS
The Board of Directors at their meeting held on 27th May, 2016 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17 for all the applicable products of the Company. The Cost Audit Report for the year ended 31.03.2016 which was required to be filed with the Ministry of Corporate Affairs on or before 15.10.2016, was filed on 14.10.2016.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditors'' Certificate thereon form part of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is set out in Annexure VI, forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure VII, forming part of this Report
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT/MATERIAL CHANGES OR COMMITMENTS
There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company and its future operations. There are no material changes or commitments occurring after 31st March, 2017 which may affect the financial position of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2017, the Board of Directors hereby confirms that:
(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) t hey 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) t hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
ASHWIN C. SHROFF
Chairman & Managing Director
DIN: 00019952
Date: 26th May, 2017
Place: Mumbai
Mar 31, 2015
The Members,
Excel Industries Limited
The Directors are pleased to present herewith the 54th Annual Report
on the business and operations of your Company and the Audited
Financial Statements of the Company for the year ended 31st March, 2015
together with the Auditors Report thereon.
KEY FINANCIAL HIGHLIGHTS
The Company's financial performance, for the year ended March 31,2015
is summarised below:
(Rs.in Lacs)
2014-15 2013-14
Gross Profit for the year 6499.23 3156.48
Less: Depreciation/
Amortization 1469.90 1103.06
Profit before Tax 5029.33 5029.33 2053.42 2053.42
Provision for Taxation:
Current Tax (1239.15) (581.00)
Adjustment of tax related
to earlier year 655.12 186.06
Deferred Tax (388.87) (972.90) 89.67 (305.27)
Profit After Tax 4056.43 1748.15
Add:
Balance brought forward
from the previous year 1314.29 1244.60
Balance available for
Appropriation 5370.72 2992.75
Appropriations:
Adjustment to depreciation
(Net of tax Rs.137.93 lacs) 267.85 --
Interim Dividend 327.17 Â
Tax on Interim Dividend 65.42 Â
Proposed Dividend 476.23 408.96
Tax on Proposed Dividend 96.95 69.50
Transfer to General Reserve 2000.00 1200.00
3233.62 1678.46
Carried forward to next year 2137.10 1314.29
DIVIDEND
Your Directors have declared and paid an interim dividend of Rs. 3.00 per
equity share of face value Rs. 5/- each in the Month of November, 2014.
In addition, your Directors have recommended a final dividend of Rs. 4.00
per equity share of Face Value Rs. 5/- each. If approved, the total
dividend (interim and final dividend) for the financial year ended
2014-15 will be Rs. 7.00 per equity share as against the total dividend
of Rs. 3.75 paid for the financial year ended 2013-14. The dividend
payout is subject to the approval of the members at the ensuing Annual
General Meeting.
AMOUNT TRANSFERRED TO RESERVE
Your Company proposes to transfer Rs. 20.00 crores to the general
reserve, and an amount of Rs. 21.37 crores is proposed to be retained in
the Statement of Profit and Loss Account.
OPERATIONS
During the year under review, the net sales increased from Rs. 409.79
crores to Rs. 476.13 crores, registering a growth of 16.19%. The exports
increased from Rs. 67.40 crores to Rs. 78.00 crores registering a increase
of 15.73%. Further, the Company made a profit of Rs. 50.29 crores before
taxation compared to Rs. 20.53 crores in the previous year. Net profit
after tax amounted to Rs. 40.56 crores as compared to Rs. 17.48 crores in
the previous year registering a robust growth of 132%.
NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
- During the Financial Year 2014-15, the Company has completed
de-bottle necking of its Organo Phosphorous Intermediate plants which
will enable it to effectively service the demand for these
intermediates and retain its dominant position in these segments.
- In the recent years, the Company has invested in creation of a new
Pharma API facility in Lote. The Company is seeing the benefits from
these investments. The Company has been able to secure approvals from
major pharmaceutical companies for supply of intermediates/APIs. The
Company is now working on getting WHO GMP approvals for this facility
which will open up further opportunities including export markets.
- The Company has identified Polymer Inputs/Additives as a growth
area and has been focussing on building relations with potential
clients for product approvals as well as establishment of long term
relations. Some of these discussions are in an advanced stage. As a
result of these initiatives, the Company expects increased and a
regular flow of commercial orders shortly. In Financial Year 2015-16,
the Company plans to invest in facilities to cater to the expected
additional demand.
- Systems Implementation has been receiving the due attention of the
Company. Adoption of new initiatives and systems have ensured that a
strong foundation for further growth is in place. The Company now plans
to take this further and will focus on initiatives in the area of
safety and security of transportation/distribution of the chemicals
produced by it.
OUTLOOK
- The year 2014-15 saw sub-optimal monsoon/unseasonable rains in
India and drought conditions in Brazil which is a major export market
for Indian producers of OP Insecticides. This has lead to build up of
inventories across the agrochemical value chain. These factors have
caused an adverse impact on the immediate, current demand of the OP
insecticide intermediates produced by the Company. Due to the demand
supply situation, the prices of imported intermediates from China have
fallen drastically in the recent months which will affect the price
realisations of the Company. The Company is taking adequate steps to
withstand the fallout of this situation. The Company expects the demand
situation to improve once this built up inventory is depleted and has
geared itself to be in a position to meet the anticipated peak in
demand.
- The Company has been able to establish a leadership position in one
of the APIs produced by it with a presence from the basic building
blocks to the final API. The Company has put in place plans to
introduce a few more intermediates and actives and expects increase in
turnover from the Pharma Business in the years to come.
HUMAN RESOURCES
People are the catalyst in transformation of the Company from good to
great. Hence, HR department is committed to attract the best talent. We
practice competency based hiring process where in psychometric
assessment is also done wherever necessary, especially while recruiting
senior employees.
Efforts are successfully deployed to bring homogeneity in all the
policies, procedures and systems of HRM to bring them in
synchronization with overall business strategy.
To ensure that the Company demonstrates market efficiency, we have kept
'Customer Focus' as a key value at the center of our all principles
and practices. The various practices and systems of all locations are
consolidated. This action ensures uniformity of quality and efficacy of
execution.
Strategically, Human Resource Department has woven entire Performance
Management System (PMS) prudently around the value of 'customer
focus'. This serves not only the significant motivator for an employee
to unleash his talent and potential but also ensures market
competitiveness.
The role of HR department doesn't cease with attracting a good talent
but also entails the enhancement of its professional expertise. Hence,
key concentration area for HR is Learning & Development of the
employees.
The Industrial Relations are harmonious and cordial and will continue
so owing to the equitable pay practices and welfare measures undertaken
by the Company.
We are committed for the provision of equitable, bias-free and
empowering work culture which rewards merit as well as experience,
innovation as well as loyalty.
ENVIRONMENT, HEALTH AND SAFETY
The Company continues to accord utmost priority to Environment, Health
and Safety systems and strives to improve the performance through
safety audits, training programmes and safety management systems.
The Chemical Industry demonstrates its commitment to safe and
sustainable operations through the "Responsible Care" initiative
administered globally by the International Council of Chemical
Associations. The Company is proud user of the prestigious
"Responsible Care" Logo.
QUALITY
The Management of the Company is quality conscious and attaches utmost
importance to the quality of the products. The Company continues to
maintain industry-best standards in managing the quality of its
products and services and has received appreciation and awards from its
customers.
INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company has stopped accepting and renewing the fixed deposits
with effect from 1st April, 2014, and it will refund all the existing
fixed deposits as per their maturity dates.
(b) The amount of existing deposits from the public and the
shareholders of the Company at the end of the FY 2014-15 aggregates to
Rs. 1055.70 lacs.
28 Depositors did not claim their deposits after the date on which the
deposits became due for payment. The amount due on such deposits and
remaining unclaimed as on 31st March, 2015, was Rs. 7.55 lacs.
(c) There has been no default in repayment of deposits or payment of
interest thereon during the year under review.
(d) All existing deposits of the Company are in compliance with the
requirements of Chapter V of the Act.
PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS
The Company in the financial year 2013-14 had issued and allotted
20,00,000 fully convertible warrants of the face value of Rs. 69/- each
on preferential basis aggregating to Rs. 1380 lacs to Utkarsh Global
Holdings Private Limited, a promoter group Company pursuant to special
resolution passed in the Extraordinary General Meeting held on 15 March
2014, in compliance with Section 81(1A) of the Companies Act, 1956 and
SEBI (ICDR) Regulations, 2009.
Each such warrant is convertible at the option of the holder of the
warrants into one equity share of Rs. 5/- each of the Company at a
premium of Rs. 64/- per equity share. The Company has received Rs. 345 lacs
being 25% of consideration of the warrant.
During the year 2014-15, the Company, at the option of the allottee,
has issued and allotted 10,00,000 equity shares of Rs. 5/- each of the
Company at a premium of Rs. 64/- per equity share by conversion of
10,00,000 warrants out of 20,00,000 convertible warrants held by the
allottee. The proceeds from the preferential issue have been utilized
for the purpose for which it was raised. The Company has further
issued and allotted 825,000 equity shares of Rs. 5/- each of the Company
at a premium of Rs. 64/- per equity share on 24th July, 2015 to Utkarsh
Global Holdings Private Limited by conversion of 825,000 warrants.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not made any Loans, Guarantees and Investments during
the financial year 2014-15.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has two subsidiaries namely, Kamaljyot Investments Limited
and Excel Bio Resource Limited and salient features of the financial
statements of the subsidiaries as required under Section 129(3) of the
Companies Act, 2013 are furnished in Form AOC-I as Annexure I, forming
part of this Report.
The Policy for determining material subsidiaries is available on the
Company's website at the link http://excelind.co.in/
companyPolicies.html.
The financial statements of the subsidiary companies are not attached
with this Annual Report. The Company will make available the annual
accounts of the subsidiary companies and the related detailed
information to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary companies
will also be kept open for inspection at the Registered Office of the
Company and are also available on the Company's website:
http://excelind.co.in/annualReports.html. The Consolidated Financial
Statements presented by the Company include the financial results of
its subsidiary companies.
NUMBER OF MEETINGS OF THE BOARD
During the FY 2014-15 five meetings of the Board of Directors were
held, details of the meetings held are provided in the Corporate
Governance Report forming part of this annual report.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. A. G Shroff, Director of the Company,
will retire by rotation at the ensuing Annual General Meeting of the
Company and, being eligible, offers himself for re-appointment. The
brief resume of the Director and other related information is provided
in the Corporate Governance Report forming part of this Annual Report.
Your Directors recommend his re-appointment as Non-Executive Director.
During the year 2014-15, Mr. Nilesh B. Sathe, Nominee Director of LIC
resigned and Mr. R. K. Sood was nominated in his place for the
Directorship. Accordingly, the Company has appointed him as a Nominee
Director and he will hold office up to this Annual General Meeting. The
Company has received a notice from a member of the Company proposing
his candidature for the office of Director. Mr. R. K. Sood is proposed
to be appointed as the Nominee Director of the Company at the ensuing
AGM. Your Directors recommend his appointment as a Nominee Director of
the Company.
The Board places on record its appreciation for the valuable
contribution made by Mr. Nilesh B. Sathe during the association with
the Company.
NOMINATION AND REMUNERATION POLICY
On recommendation of Nomination and Remuneration Committee, the Board
of Director at its Meeting held on 30th January, 2015 has approved a
Nomination and Remuneration Policy for the appointment and remuneration
of the directors, key managerial personnel and other employees.
The key objectives of the Policy are to lay down the criteria for
appointment and remuneration of Directors, Key Managerial Personnel and
Executives at Senior Management level and recommend to the Board their
appointment, and also to formulate criteria for evaluation of
performance of Independent Directors and the Board and to devise a
policy on Board diversity.
The Policy, inter-alia, includes criteria for determining
qualifications, positive attributes, independence of a director, and
expertise and experience required for appointment of Directors, KMP and
Senior Management.
As per the Policy, the remuneration/compensation to Whole-time
Directors shall be recommended by the Nomination and Remuneration
Committee to the Board for its approval. However, the
remuneration/compensation to Whole-time Directors shall be subject to
the prior/post approval of the shareholders of the Company and Central
Government, wherever required. Further, the Non-Executive Directors
shall be entitled to the fees for attending meetings of Board and
Committees, and also to the commission within the overall limit
prescribed in the Companies Act, 2013.
The Nomination and Remuneration Policy is available on the Company's
website http://excelind.co.in/companvPolicies.html.
Particulars of the Company's Remuneration Policy and information
required under Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and particulars of
remuneration required under Section 197 of the Companies Act, 2013 read
with Rules 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of Directors/Employees of
the Company are set out in Annexure II, forming part of this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has defined the evaluation
criteria for the Performance Evaluation of the Board, its Committees
and individual Directors.
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out a formal annual evaluation of its
own performance and that of its Committees and individual Directors.
The evaluation of each of the directors was done, inter-alia, on the
basis of their advisory role and contribution in the decision making.
Further, the evaluation of the Board as a whole and all the Committees
of the Directors was done, inter-alia, on the basis of the overall
directions and guidance provided to the senior executives and
supervision over their performance.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed both under the Act and Clause 49 of the Listing Agreement
with the Stock Exchanges.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria
for performance evaluation of Independent Directors which, inter-alia,
includes preparedness and attendance at the meetings, understanding of
Company's operations and business and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The details of programme for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the link http://excelind.co.in/companvPolicies.html.
RELATED PARTY TRANSACTION
All the Related Party Transactions entered into during the financial
year 2014-15 were at arm's length and in ordinary course of business.
The details of material transactions with related party are provided in
Form AOC 2 as Annexure III, forming part of this Report. All related
party transactions as required under Accounting Standards 18 have been
reported in the Notes to financial statements of the Company.
The Policy on materiality of related party transactions as approved by
the Board is available on the Company's website at the link
http://excelind.co.in/companyPolicies.html.
VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company
pursuant to the provisions of Section 177 of the Companies Act, 2013
and Clause 49 of the Listing Agreement has framed "Whistle Blower
Policy" for Directors and employees of the Company for reporting the
genuine concerns or grievances or cases of actual or suspected, fraud
or violation of the Company's code of conduct and ethics policy. The
Whistle Blower Policy of the Company is available on the Company's
website http://excelind.co.in/companyPolicies.html.
CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to
the society at large and it shall pursue the commitment of Social
Responsibility and carry out the social work directly and/or through
other registered welfare organizations.
The Company's policy on Corporate Social Responsibility states various
CSR activities that the Company may undertake to discharge its
responsibilities towards the society.
In the FY 2014-15, the Company has undertaken various CSR activities at
Roha, Lote and Mumbai. The CSR activities include water harvesting,
rural development, promotion of education, animal welfare, women
empowerment, entrepreneurship development, Swatchha Bharat/sanitation
programme and protection of environment.
For the year ended 31st March, 2015, the Company has spent Rs. 38.91 lacs
on aforesaid CSR activities directly and through other registered
welfare organizations like Vivekanand Research & Training Institute,
Asmita, Bhartiya Vidya Bhavan, etc.
Details on CSR spending as required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are set out in Annexure IV,
forming part of this Report.
RISK MANAGEMENT
As per the requirement of Clause 49 of the Listing Agreement, your
Company has constituted a Risk Management Committee to formulate a
policy for risk management for implementing and monitoring the risk
management plan of the Company.
The risk management committee is composed of three Directors including
two independent Directors and one senior executive of the Company.
Your Company recognizes that the risk is an integral part of business
and is committed to managing the risks proactive and efficient manner.
Your Company periodically assesses the risks in the internal and
external environment along with the treating the risks and incorporates
risk management plants in its strategy, business and operational plans.
Your Company, through its risk management process strives to contain
impact and likelihood of the risks within the risk appetite as agreed
from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis which
forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors comprises of Mr. H. N. Motiwalla
(Chairman of the Committee), Mr. P S. Jhaveri, Mr. R. N. Bhogale and
Mrs. Usha A. Shroff. All the recommendations made by the Audit
Committee during the year were accepted by the Board of Directors of
the Company. The terms of reference and other details of the Audit
Committee are available in the Corporate Governance Report, forming
part of this annual report.
STATUTORY AUDITORS
M/s SRBC & CO. LLP Chartered Accountants, Mumbai, (ICAI Firm
Registration No. 324982E) was appointed as the Statutory Auditors of
the Company for a term of three consecutive years commencing from the
conclusion of the 53rd Annual General Meeting of the Company till the
conclusion of 56th AGM subject to ratification by the Members at every
Annual General Meeting. Necessary resolution for ratification of
appointment of the Auditors is set out in the Notice of AGM for seeking
approval of the members.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed, Mr. Prashant Diwan, Practising Company
Secretary as the Secretarial Auditor of the Company for the year
2014-15 to conduct the Secretarial Audit of the Company. The
Secretarial Audit Report of the Company issued by Mr. Prashant Diwan
for the financial year ended 31st March, 2015 is attached with this
Report as Annexure V.
COST AUDITORS
The Board of Directors at their meeting held on 30th July, 2015 has
appointed M/s. Kishore Bhatia & Associates (Firm Registration No.
00294), Practicing Cost Accountants, as the Cost Auditors of the
Company for the financial year 2015-16 for all the applicable products
of the Company. The Cost Report for the year ended 31.03.2014 which was
required to be filed with the Ministry of Corporate Affairs on or
before 27th September, 2014, was filed on 25.09.2014.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. Your Company continues to follow the principles of good
Corporate Governance and the Board of Directors lays strong emphasis on
transparency, accountability and integrity. Your Company has complied
with all the mandatory requirements of Clause 49 of the Listing
Agreement with the Stock Exchanges. Pursuant to Clause 49 of the
Listing Agreement, Management Discussion and Analysis and Corporate
Governance Report together with Auditors' Certificate thereon form part
of this Report.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, extract
of Annual Return in Form MGT 9 is set out in Annexure VI, forming part
of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information on conservation of energy and technology absorption and
foreign exchange earnings and outgo as required under Section 134 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
is set out in Annexure VII, forming part of this Report.
MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT/MATERIAL
CHANGES OR COMMITMENTS
No significant material order has been passed by the regulators/courts
which can impact the going concern status of the Company and its future
operations. There are no material changes or commitments occurring
after 31st March, 2015 which may affect the financial position of the
Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate systems of internal controls to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for proper maintenance of books of account for financial
reporting.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st
March, 2015, the Board of Directors hereby confirms that:
(a) i n the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) they 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) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) they have prepared the annual on a going concern basis; and
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
operating effectively.
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free
from any qualification, reservation or adverse remark or disclaimer.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation
received from the Shareholders, Government Authorities, Bankers,
Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
ASHWIN C. SHROFF
Chairman & Managing Director
DIN: 00019952
Date : 30th July, 2015
Place: Mumbai
Mar 31, 2014
DEAR MEMBERS,
The Directors have pleasure in presenting the 53rd Annual Report and
the Audited Financial Statements of the Company for the year ended 31st
March, 2014.
1. FINANCIAL RESULTS
The salient features of the Company''s working are:
(Rs. in Lacs)
2013-14 2012-13
Gross Profit for the year was 3156.48 3183.56
Less: Depreciation/Amortization 1103.06 1013.21
Leaving a net profit before Tax 2053.42 2053.42 2170.35 2170.35
Provision for Taxation:
Current Tax (581.00) (703.00)
Adjustment of tax related to 186.06 80.48
earlier year
Deferred Tax 89.67 (305.27) (66.27) (688.79)
Profit After Tax 1748.15 1481.56
Add thereto
Balance brought forward from 1244.60 1145.81
the previous year
Leaving a balance available 2992.75 2627.37
for Appropriation
Appropriations:
Proposed Dividend 408.96 327.17
Tax on Dividend 69.50 55.60
Transfer to General Reserve 1200.00 1000.00
1678.46 1382.77
Carried forward to next year 1314.29 1244.60
2. DIVIDEND
Your Directors have recommended a dividend of 75% amounting to Rs. 3.75
per equity share of Rs. 5/- each compared to a dividend of 60% (Rs. 3/-
per share) in the previous year.
3. OPERATIONS
During the year under review, the net sales increased from Rs. 378.96
crores to Rs. 409.79 crores, registering a growth of 8% but the exports
decreased from Rs. 75.01 crores to Rs. 67.40 crores registering a
decrease of 10%. Further, the Company made a profit of Rs. 20.53 crores
before taxation compared to Rs. 21.70 crores in the previous year. Net
profit after tax amounted to Rs. 17.48 crores as compared to Rs. 14.82
crores in the previous year.
4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The Company has developed new products in both Pharma and Polymer
fields and is aggressively pursuing opportunities. The revenue from
these new areas is expected to exceed 10% of the total revenue in the
current year. This growth in Polymer inputs is being generated out of
the existing production facilities whereas the new Pharma plant built
last year is expected to produce to its capacity this year. Various
product approvals from large Pharma customers are being actively
pursued.
5. OUTLOOK
Phosphorus based intermediates are experiencing continued growth due to
increased production of agro-chemicals for both domestic consumption
and export. The depreciation of the Rupee has made the Company''s
Phosphonates quite competitive and volume growth will be maintained.
New product introductions in polymer and pharma sectors will add good
portions to the sales revenue.
The Company has received local FDA approval for the Pharma
manufacturing Plant at Lote Parshuram and Veterinary Pharma
manufacturing Plant at Roha, and the commercial production of Active
Pharmaceutical Ingredients (APIs) and intermediates of the APIs have
commenced during the year. The Company has plans to launch new APIs and
intermediates in the coming months. Newer models of Organic Waste
Converter (OWC) have been launched and Celrich sales from Ahmedabad
Plant to large fertilizer companies have also began.
The Company hopes to maintain growth in sales and hopes to improve the
profit.
6. ENVIRONMENT, HEALTH AND SAFETY
The Company continues to accord utmost priority to Environment, Health
and Safety systems and strives to improve the performance through
safety audits, training programmes and safety management systems.
The Chemical Industry demonstrates its commitment to safe and
sustainable operations through the "Responsible Care" initiative
administered globally by the International Council of Chemical
Associations. The Company is proud user of the prestigious "Responsible
Care" Logo.
7. QUALITY
The products of the Company are quality driven. The Company continues
to maintain industry-best standards in managing the quality of its
products and services and has received appreciation and awards from its
customers.
8. INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
9. SUBSIDIARY COMPANIES
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other statements of the subsidiary companies are
not being attached with the Annual Report of the Company. The Company
will make available the annual accounts of the subsidiary companies and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Office of the Company and are also being posted on the
Company''s website: http://www.excelind.co.in. The Consolidated
Financial Statements presented by the Company include the financial
results of its subsidiary companies.
10. FIXED DEPOSITS
The amount of fixed deposits from the public and loans from the
shareholders at the end of the year under review aggregated to Rs.
1311.82 lacs.
44 Depositors did not claim their deposits after the date on which the
deposits became due for payment. The amount due on such deposits and
remaining unclaimed as on 31st March, 2014, was Rs. 13.41 lacs. It has
come down to Rs. 9.86 lacs as on the date of this Report.
The Company has stopped accepting and renewing the fixed deposits with
effect from 1st April, 2014, and it will refund all the fixed deposits
as per their maturity dates.
11. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS
The Company has issued and allotted 20,00,000 fully convertible
warrants of the face value of Rs. 69/- each on preferential basis
aggregating to Rs. 1380 lacs (Previous Year Rs. Nil) to Utkarsh Global
Holdings Private Limited, a promoter group company pursuant to special
resolution passed in the Extraordinary General Meeting held on 15 March
2014. The said issue and allotment was pursuant to Section 81 (1A) of
the Companies Act, 1956 and SEBI (ICDR) Regulations, 2009.
Each such warrant is convertible at the option of the holder of the
warrants into one equity share of face value of Rs. 5/- each of the
Company at a premium of Rs. 64/- per equity share. The Company has
received Rs. 345 lacs being 25% of consideration of the warrant.
The warrants will, at the option of the holder, be converted into
equity share in one or more tranches, but not later than 18 months from
the date of their allotment.
12. DIRECTORS
Mr. Dipesh K. Shroff, Director, will retire by rotation at this annual
general meeting of the Company and, being eligible, offers himself for
re-appointment.
The office of Mr. A. C. Shroff, Chairman and Managing Director, will
expire on 31st January, 2015. The Board has approved his re-appointment
for 5 years with effect from 1st February, 2015.
Mr. H. N. Motiwalla, Mr. P S. Jhaveri, Mr. R. N. Bhogale and Mr. M. B.
Parekh, Independent Directors, liable to retire by rotation under the
erstwhile Companies Act, 1956 are proposed to be appointed as
Independent Directors for 5 years in compliance with the Companies Act,
2013.
Mr. Ravi A. Shroff, Mr. Shailesh S. Vaidya and Mr. Rajeev M. Pandia
have been appointed as Additional Directors and they will hold office
up to this annual general meeting. The Company has received notices
from a member of the Company proposing their candidature for the office
of Directors.
Mr. S. R. Potdar, Executive Director whose term of office will expire
on 2nd September, 2014 has expressed his desire to retire from the
office. To fill the vacancy, the Board of Directors has appointed Mr.
Ravi A. Shroff as Whole-time Director designated as Executive Director
with effect from 3rd September, 2014. Your Directors wish to place on
record their appreciation for the long and distinguished services
rendered and valuable contribution made by Mr. S. R. Potdar in the
growth of the Company.
The particulars of the Directors seeking appointment/re-appointment at
this annual general meeting have been furnished in the Corporate
Governance Report.
13. CORPORATE SOCIAL RESPONSIBILITY
Social welfare and care is ingrained in the culture of the Company. The
Company is engaged in improving the life of the rural communities
around its plants at Roha and Lote. The Trusts promoted and supported
by the Company have been working on community projects like water
harvesting, general health, eye testing and blood donation camps, soil
testing and agricultural practices improvement, Aanganwadi, vocational
training for women etc.
The Company also supports, through Vivekananda Research and Training
Institute, Shroff Foundation Trust and Shrujan, several large scale
activities like water shed management, agriculture, tribal welfare,
arts and crafts promotion and a large number of self help programs.
These Trusts have won several national and international awards for
their contribution to the society.
The Company has constituted a CSR Committee and the Board has adopted
the CSR policy of the Company in accordance with the Companies Act,
2013.
14. DIRECTORS'' RESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) i n the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) t hey have 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 of the
Company for the year under review;
(c) t hey have taken proper and sufficient care 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 frauds and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
15. CORPORATE GOVERNANCE
Your Company continues to follow the principles of good Corporate
Governance and the Board of Directors lays strong emphasis on
transparency, accountability and integrity. Your Company has complied
with all the mandatory requirements of Clause 49 of the Listing
Agreement with the Stock Exchanges. Pursuant to Clause 49 of the
Listing Agreement, Management Discussion and Analysis and Corporate
Governance Report together with Auditors'' Certificate thereon form part
of this Report.
16. HUMAN RESOURCES
Your Company believes that the most important asset of an Organization
is its people. They build the organization and determine its growth. In
order to create a healthy working environment, the Company provides
equal opportunity, people development through training and commensurate
recognition to its employees for their achievements.
In our efforts to ensure that the Company remains competitive and
performance driven, the organization performance is aligned with the
departmental goals. Individual performance is measured through Key
Result Areas which provide an opportunity for employees to stretch
themselves and contribute to the overall success of organization.
Human Resource Policies and Practices are regularly reviewed and
revised to suit the employees and organization needs. Employee
relations continue to be cordial and harmonious.
Your Directors wish to place on record their appreciation for the
sincere and devoted efforts of the employees at all levels.
17. OTHER INFORMATION
The information required under Section 217(1)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 and Section 217(2A) of the Companies
Act, 1956, read with Companies (Particulars of Employees) Rules, 1975,
regarding employees, is furnished in the Annexure to this Report and
forms part of this Report.
18. AUDITORS
S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai the current
auditors of the Company have expressed their unwillingness for
re-appointment at this annual general meeting of the Company.
The Company proposes to appoint M/s. S R B C & Co. LLP, Chartered
Accountants, as Statutory Auditors of the Company for a period of three
consecutive years. M/s. S R B C & Co. LLP has, vide their letter dated
20th May, 2014, consented to act, if appointed, as the Auditors of the
Company for a consecutive period of three years commencing from the
conclusion of this 53rd annual general meeting of the Company.
19. COST AUDITORS
The Company appointed M/s Kishore Bhatia & Associates (Firm
Registration No. 00294), practicing cost accountants, as Cost Auditor
of the Company for the year 2013-14 in compliance with the provisions
of Section 233B of the Companies Act, 1956, for Organic & Inorganic
chemicals and other applicable products of the Company. The Cost Report
for the previous year ended 31.03.2013 was filed with MCA within
stipulated time.
20. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation
received from the Shareholders, Government Authorities, Bankers,
Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
A. C. SHROFF
Chairman & Managing Director
Mumbai, 8th August, 2014.
Mar 31, 2013
TO THE MEMBERS,
The Directors have pleasure in presenting the 52nd Annual Report and
the Audited Statement of Accounts of the Company for the year ended
31st March, 2013.
1. FINANCIAL RESULTS
The salient features of the Company''s working are:
(Rs. in Lacs)
2012-13 2011-12
Gross Profit for the year was 3181.30 2146.30
Less: Depreciation/Amortisation 1013.21 969.55
Leaving a net profit before
exceptional item and Tax 2168.09 1176.75
Exceptional item 724.01
Leaving a net profit
before Tax 2168.09 1900.76
Provision for Taxation:
Current Tax (703.00) (364.00)
Adjustment of tax related
to earlier year 80.48 2.20
Minimum Alternate Tax
(Entitlement) 12.00
Deferred Tax (66.26) (688.78) (36.63)(386.43)
1479.31 1514.33
Add thereto/
(reduce there from):
Prior period adjustments 2.25 (46.50)
Profit After Tax 1481.56 1467.83
Add thereto
Balance brought forward
from the previous year 1145.81 1131.47
Leaving a balance available
for Appropriation '' 2627.37 2599.30
Appropriations:
Proposed Dividend 327.17 218.11
Tax on Dividend 55.60 35.38
Transfer to General Reserve 1000.00 1200.00
1382.77 1453.49
Carried forward to next year 1244.60 1145.81
2. DIVIDEND
Your Directors have recommended a Dividend of 60% amounting to 3/- per
equity share of f. 5/- each compared to a dividend of 40% (Rs. 21- per
share) in the previous year.
3. OPERATIONS
During the year under review, the net sales increased from Rs. 301.38
crores to Rs. 378.96 crores, registering a growth of 26% and exports
increased from Rs. 63.05 crores to Rs. 75.01 crores registering an
increase of 19%. During the year under review, the Company made a
profit of Rs. 21.68 crores before taxation compared to Rs. 11.77 crores
in the previous year. Net profit after tax amounted to Rs. 14.82 crores
as compared to Rs. 14.68 crores in the previous year which included
exceptional item of Rs. 7.24 crores being the profit arising out of
transfer of 59% of its rights in the land at Jogeshwari.
4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The Company has set up a new plant at its Lote Parshuram site for
manufacturing Pharmaceutical Intermediates. The Company is developing
the market for certain identified intermediates and has developed
manufacturing processes through its Research and Development. Certain
veterinary products are also being introduced. New products are under
customer evaluation and will be commercialized in the Polymer Inputs
Segment. Major repairs and renovation work is underway for the DETC
plant at Roha site.
The Company is working on newer designs for the OWC machine and also
trying out machinery and processes for faster compjetion of the kitchen
waste treatment. Segregation of waste plastics and recovery of all
saleable components are the improvement projects at the Ahmedabad
Celrich plant.
5. OUTLOOK
The demand for the agri intermediates continues to be strong in the
current year as well. The volumes projected for the Water treatment
chemicals business show increase owing to the shift''in the pricing
strategy. The evaluation of samples by the potential customers underway
presently will lead to commercial sales during the current year. The
design and construction of the facility to manufacture Pharmaceutical
intermediates has also been completed and trial productions are
underway. Here too, the evaluation and validation of the samples by the
customers is almost complete and several new products will be launched
during the year. The Company is also entering the field of Veterinary
Medicines and trial productions are being made. With the introduction
of several new business areas, a healthy growth is being projected.
However, the increasing prices of Phosphorous and Ethanol could place
the margins under pressure.
The outlook for Organic Waste Converter (OWC) business is encouraging.
With induction of new team members in the management, sales and
engineering teams, there is a renewed focus on product innovation,
branding, new business associations and performance driven culture. In
the field of Centralized Plants, there is a focus to provide
Waste-To-Energy solutions at a centralized level to Urban Local Bodies.
6. ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continues to accord utmost priority to Environment, Health
and Safety systems and strives to improve the performance through
safety audits, training programmes and safety management systems.
The Chemical Industry demonstrates its commitment to safe and
sustainable operations through the "Responsible Care" initiative
administered globally by the International Council of Chemical
Associations. It is steered in India by the Indian Chemical Council
which grants the use of "Responsible Care" Logo after a rigorous audit.
The Company presented itself to an audit by the ICC Audit team and the
Company was successful in securing the prestigious logo for a period of
three years from June 2013.
7. QUALITY
The products of the Company are quality driven. The Company continues
to maintain industry-best standards in managing the quality of its
products and services and has received appreciation and awards from its
customers.
8. INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
9. SUBSIDIARY COMPANIES
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other statements of the subsidiary companies are
not being attached with the Annual Report of the Company. The Company
will make available the annual accounts of the subsidiary companies and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Office of the Company and are available on the Company''s
website: http://www.excelind.co.in. The Consolidated Financial
Statements presented by the Company include the financial results of
its subsidiary companies.
10. FIXED DEPOSITS
The amount of fixed deposits from the public and loans from the
shareholders at the end of the year under review, aggregated to Rs.
13,54.01 lacs. 62 Depositors did not claim their deposits after the
date on which the deposits became due for payment. The amount due on
such deposits and remaining unclaimed as on 31s1 March, 2013, was Rs.
30.57 lacs. It has come down to Rs. 14.62 lacs as on the date of this
Report.
11. DIRECTORS
Mr. N. B. Sathe and Mr. H. N. Motiwala, Directors, will retire by
rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer themselves for re-appointment. The Board of
Directors recommends their re-appointment. The particulars of the
Directors seeking reappointment at the forthcoming Annual General
Meeting are furnished in the Corporate Governance Report.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company is engaged in improving the life of the rural communities
around its plants at Roha and Lote. The trusts promoted and supported
by the Company have been working on community projects like water
harvesting, general health, eye testing and blood donation camps, soil
testing and agricultural practices improvement, Aanganwadi, vocational
training for women etc. at Chalkewadi and Lote near the Lote Parshuram
plant and at Virjoli near Roha plant.
The Company also supports, through Vivekananda Research and Training
Institute, Shroff Foundation Trust and Shrujan, several large scale
activities like water shed management, agriculture, tribal welfare,
arts and crafts development and promotion and a large number of self
help programs. These trusts have won several national and international
awards for their contribution to the society.
13. DIRECTORS''RESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) they have 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 of the
Company for the year under review;
(c) they have taken proper and sufficient care 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 frauds and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
14. CORPORATE GOVERNANCE
Your Company has continued to practice the principles of good Corporate
Governance during the year and the Board of Directors lays strong
emphasis on transparency, accountability and integrity. Your Company
has complied with all the mandatory requirements of Clause 49 of the
Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of
the Listing Agreement, Management Discussion and Analysis, Corporate
Governance Report and the Auditors'' Certificate regarding compliance of
the same are part of this Annual Report.
15. HUMAN RESOURCES
Human Resource is considered as the most valuable asset of the Company.
The Company has continued the emphasis on development of people with
full commitment and has taken steps to provide them opportunities to
learn relevant skills and acquire knowledge. The top management of the
Company has taken keen interest in the training and development
activities. Growth of the employees continues to be the prime
importance of the Company.
Employee relations continue to be cordial and harmonious.
Your Directors wish to place on record their appreciation for the
sincere and devoted efforts of the employees and the management at all
levels.
16. OTHER INFORMATION
The information required under Section 217(1 )(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, and Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, regarding employees, is furnished in the Annexure to this
Report and forms part of this Report.
17. AUDITORS
The Statutory Auditors have converted their Firm to Limited Liability
Partnership and, thus, the Firm has become S. R. Batliboi & Co. LLP
with effect from 1st April, 2013.
S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai will retire at
the conclusion of the ensuing Annual General Meeting of the Company,
and being eligible, offer themselves for reappointment as Auditors of
the Company.
18. COST AUDITORS
The Company appointed Mr. Kishore Bhatia, Cost Auditor, to audit the
cost accounts of the Company for the year 2012-13 in compliance with
the provisions of Section 233B of the Companies Act, 1956, for its
products falling under Insecticides, Industrial Alcohol, Bulk Drugs
(including intermediates), Fertilizers, and Organic & Inorganic
Chemicals.
19. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support of the
Shareholders, Government Authorities, Bankers, Investors, Customers and
Suppliers, and the faith reposed by them in the Company and its
management.
For and on behalf of the Board of Directors
A. C. SHROFF
Chairman & Managing Director
Mumbai,
24th May, 2013.
Mar 31, 2012
The Directors have pleasure in presenting the 51st Annual Report and
the Audited Statement of Accounts of the Company for the year ended
31st March, 2012.
1. FINANCIAL RESULTS
The salient features of the Company's working are:
(Rs in Lacs)
2011-12 2010-11
Gross Profit for the year was 2146.30 3009.45
Less: Depreciation/Amortisation 969.55 974.20
Leaving a net profit before
exceptional item and Tax 1176.75 2035.25
Exceptional item 724.01 -
Leaving a net profit before Tax 1900.76 2035.25
Provision for Taxation:
Current Tax (364.00) (703.00)
Minimum Alternate Tax(Entitlement) 12.00 --
Deferred Tax (36.63) (388.63) 98.65 (604.35)
1512.13 1430.90
Add thereto/(reduce there from):
Prior period adjustments (46.50) (105.25)
Provision for taxation in respect
of earlier years 2.20 (44.30) 16.07
Profit After Tax 1467.83 1341.72
Add thereto:
Balance brought forward from the
previous year 1131.47 1365.05
Leaving a balance available for
Appropriation 2599.30 2706.77
Appropriations:
Proposed Dividend 218.11 408.96
Tax on Dividend 35.38 66.34
Transfer to General Reserve 1200.00 1100.00
1453.49 1575.30
Carried forward to next year 1145.81 1131.47
2. DIVIDEND
Your Directors have recommended a Dividend of 40% amounting to Rs 2.00
per equity share of Rs 5/- each, as compared to a dividend of 75% (Rs
3.75 per share) which included a special Dividend of 25% (Rs 1.25 per
equity share) on account of Golden Jubilee Year of the Company in the
previous year.
3. OPERATIONS
During the year under review, the net sales increased from Rs 254.12
crores to Rs 301.38 crores, registering a growth of 19%, and exports
increased from Rs 62.26 crores to Rs 63.05 crores registering an increase
of 1%. During the year under review, the Company made a profit of Rs
11.77 crores before Taxation and Exceptional item compared to Rs 20.35
crores in the previous year. After accounting for the exceptional item
of Rs 7.24 crores being the profit arising out of transfer of 59%of its
rights in the land at Jogeshwari, net profit after tax amounted to Rs
14.68 crores as compared to Rs 13.42 crores in the previous year.
4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The Company is endeavoring to develop, through its strong Research and
Development Cell, new Pharma Intermediates and Specialty Chemicals. The
Company is also exploring opportunities in the Electronics Chemicals
markets like Solar Photovoltaic Cells and Display Devices.
5. OUTLOOK
The outlook for Phosphorous based Agrochemical Intermediates continues
to be good. The production of new pharmaceutical intermediates is
scheduled to commence in the current year. The business of Water
Treatment Chemicals will face stiff competition both in domestic and
export markets. The continued rise in the prices of raw materials is a
matter of concern. The sharp rise in the price of the U S Dollar
against the Rupee will adversely impact the cost of imported inputs,
mainly Phosphorous. The prices of Energy are also likely to rise
further. Cost control has to be the most important task in this year.
The outlook for Organic Waste Converter (OWC) is encouraging. OWC based
larger projects are being negotiated in some cities like Panjim and
Pune. The Agri Produce Market Yard projects are receiving lot of
attention and the number is likely to grow this year. Enhanced
recoveries, improved realization and capacity utilization are forecast
for the sale of Celrich this year.
6. ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continues to accord top priority to Environment, Health and
Safety systems and strives to improve the performance through safety
audits, training programmes and safety management systems.
7. QUALITY
The Company continues to maintain industry best standards in managing
the quality of its products and services and has received appreciation
and awards from its customers.
8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT
The Company has continued the emphasis on development of people with
full commitment and has taken steps to provide them opportunities to
learn relevant skills and acquire knowledge. The top management of the
Company has taken keen interest in the training and development
activities.
9. INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
10. SUBSIDIARY COMPANIES
During the year, the Company has acquired 100% Equity shares in Excel
Bio Resources Limited (EBRL), and thus EBRL became wholly owned
subsidiary of the Company w.e.f. 30th September, 2011. This subsidiary
would focus in the areas of renewable bio resources, waste management,
renewable energy and biotechnological processes. Kamaljyot Investments
Limited is the other 100% owned subsidiary of the Company.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other statements of the subsidiary companies are not
being attached with the Annual Report of the Company. The Company will
make available the annual accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and are also being posted on the Company's
website: http://www.excelind.co.in. The Consolidated Financial
Statements presented by the Company include the financial results of
its subsidiary companies.
11. FIXED DEPOSITS
The amount of fixed deposits from the public and loans from the
shareholders at the end of the year under review aggregated to Rs
17,02.47 lacs. 47 Depositors did not claim their deposits after the
date on which the deposits became due for payment. The amount due on
such deposits and remaining unclaimed as on 31st March, 2012, was Rs
22.19 lacs. It has come down to Rs 20.14 lacs as on the date of this
Report.
12. DIRECTORS
Mr. Atul G. Shroff and Mr. M. B. Parekh, Directors, will retire by
rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer themselves for re-appointment. The Board of
Directors recommends their re-appointment. The particulars of the
Directors seeking reappointment at the forthcoming Annual General
Meeting are furnished in the Corporate Governance Report.
13. SOCIAL RESPONSIBILITY
The Company is engaged in improving the life of the rural communities
around its plants at Roha and Lote. Samarth Gram Vikas Trust, the trust
promoted and supported by the Company has been working on community
projects like water harvesting, general health, eye testing and blood
donation camps, soil testing and agricultural practices improvement,
Aanganwadi, vocational training for women etc. at Chalkewadi and Lote
near the Lote Parshuram plant and at Virjoli near Roha plant. The
Company also supports, through Vivekananda Research and Training
Institute, Shroff Foundation Trust and Shrujan, several large scale
activities like water shed management, agriculture, tribal welfare,
arts and crafts development and promotion and a large number of self
help programs. These trusts have won several national and international
awards for their contribution to the society.
14. DIRECTORS' RESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) t hey have 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 of the
Company for the year under review;
(c) they have taken proper and sufficient care 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 frauds and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
15. CORPORATE GOVERNANCE
Your Company continues to practice the principles of good Corporate
Governance during the year and the Board of Directors lays strong
emphasis on transparency, accountability and integrity. Your Company
has complied with all the mandatory requirements of Clause 49 of the
Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of
the Listing Agreement, Management Discussion and Analysis, Corporate
Governance Report and the Auditors' Certificate regarding compliance of
the same are part of this Annual Report.
16. HUMAN RESOURCES
Your Company sustains its endeavours on the development of people with
full commitment. The Company has taken steps to provide ample
opportunities to its employees to upgrade skills and competence.
Employee relations continue to be cordial and harmonious.
Your Directors wish to place on record their appreciation for the
sincere and devoted efforts of the employees and the management at all
levels.
17. OTHER INFORMATION
The information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, and Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, regarding employees, is furnished in the Annexure to this
Report and forms part of this Report.
18. AUDITORS
M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai will retire at
the conclusion of the ensuing Annual General Meeting of the Company,
who, being eligible, offer themselves for reappointment as Auditors of
the Company.
19. COST AUDITORS
The Company appointed Mr. Rajesh N. Soni, Cost Auditor, Mumbai to audit
the cost accounts for the year 2011-12 pursuant to the provisions of
Section 233B of the Companies Act, 1956, for Insecticides, Industrial
Alcohol, Bulk Drugs (including intermediates) and Fertilizers.
20. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support of the
Shareholders, Government Authorities, Bankers, other investors,
customers and suppliers, and the faith reposed in the Company and its
management.
For and on behalf of the Board of Directors
A. C. SHROFF
Chairman & Managing Director
Mumbai, 25th May, 2012.
Mar 31, 2011
The Directors have pleasure in presenting the 50th Annual Report and
the Audited Statement of Accounts of the Company for the year ended
31st March, 2011.
1. FINANCIAL RESULTS
The salient features of the Companys working are:
(Rs. in Lacs)
2010-11 2009-10
Gross Profit for the year was 3009.45 2132.57
Less: Depreciation/Amortisation 974.20 992.96
Leaving a net profit before Tax 2035.25 1139.61
Provision for Taxation:
Current Tax (703.00) (126.00)
In respect of earlier year 16.07 (136.27)
Minimum Alternate Tax (Entitlement) Ã 178.75
Deferred Tax 98.65 588.28 (449.03) 532.55
1446.97 607.06
Add thereto/(reduce therefrom):
Adjustment in respect of
earlier years (net) (105.25) 189.53
1341.72 796.59
Add thereto:
Balance brought forward from the
previous year 1365.05 1122.80
Leaving a balance available for
Appropriation 2706.77 1919.39
Appropriations:
Proposed Dividend 408.96 218.11
Tax on Dividend 66.34 36.23
Transfer to General Reserve 1100.00 300.00
1575.30 554.34
Carried forward to next year 1131.47 1365.05
2. DIVIDEND
Your Directors have recommended a Dividend of 75% amounting to Rs. 3.75
per equity share of Rs. 5/- each, including a special dividend of 25%
(Rs. 1.25 per equity share) on the occasion of 50th year as compared to
a dividend of 40% (Rs. 2/- per share) in the previous year.
3. OPERATIONS
During the year under review, the net sales increased from Rs. 222.32
crores to Rs. 254.12 crores, registering a growth of 14% and exports
increased from Rs. 54 crores to Rs. 60 crores registering an increase
of 11 %. During the year under review, the Company had a profit before
tax of Rs. 20.35 crores compared to Rs. 11.40 crores in the previous
year, and had a profit after tax of Rs. 13.42 crores compared to Rs.
7.97 crores in the previous year.
4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
Capacity for producing Pharma intermediates is being enhanced and
certain balancing equipments are being installed to expand the capacity
of existing products and to manufacture new range of products.
5. OUTLOOK
The Companys chemical products are sold in" different market segments
like, Agrochemicals, Polymers, Pharma Intermediates, sequesterants,
Mining Chemicals and Biocides, etc. While majority of the products
enjoy reasonable market share and capacity utilization, some products
are experiencing maturation, low growth and attrition in market share
and competition and inadequate profitability. The Company is examining
ways to add value, improve costs and profitability and, if better
replacement products are possible, to phase these out.
With revival of economy in India and elsewhere, the prices of several
raw materials have gone up. Along with rise in price of crude oil, both
the chemicals and energy products derived out of crude oil have started
rising. These will need to be carefully monitored and their impact
minimized through techno commercial efforts, and ultimately, wherever
feasible, passed on to consumers.
Govt, of India vide its Notification No. 74/2010 dated 7th July, 2010
had levied anti-dumping duty on the product Diethyl Thiophosphoryl
Chloride originating in or exported from Peoples Republic of China.
The said notification was challenged by one of the importers in the
Gujarat High Court.
The hearing in respect of the said petition took place on 5th May,
2011. We have been advised by our Solicitor that the said petition was
allowed and judgement is stayed till 10th July, 2011. In the said
petition, one of the pleas of the petitioner was to quash the said
notification on the basis of judgement rendered by the Honble Supreme
Court in another case.
The Environment & Biotech Division is expected to do better, both in
terms of Ahmedabad Plants performance, as also the OWC Machine sales.
6. ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continues to accord top priority to Environment, Health and
Safety systems and strives to improve the performance through safety
audits, training programmes and safety management systems.
7. QUALITY
The Company continues to maintain industry best standards in managing
the quality of its products and services arid has received appreciation
and awards from its customers.
8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT
The Company has continued the emphasis on development of people with
full commitment and has taken steps to provide the opportunities to
learn relevant skills and acquire knowledge. The top management of the
Company has taken keen interest in the training and development
activities.
9. INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain Consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
10. SUBSIDIARY COMPANY
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other statements of the Subsidiary Company are not
being attached with the Annual Report of the Company. The Company will
make available the Annual Accounts of the Subsidiary Company and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The Annual Accounts of the Subsidiary
Company will
also be kept open for inspection at the Registered Office of the
Company and are also being posted on the Companys website:
http://www.excelind.co.in. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary company.
11. FIXED DEPOSITS
The amount of fixed deposits from the public and loans from the
shareholders at the end of the year under review aggregated to Rs.
18,49.80 lacs. 42 Depositors did not claim their deposits after the
date on which the deposits became due for payment. The amount due on
such deposits and remaining unclaimed as on 31st March, 2011, was Rs.
9.79 lacs. It has come down to Rs. 8.54 lacs as on the date of this
Report.
12. DIRECTORS
Mr. R. N. Bhogaie and Mr. Dipesh K. Shroff, Directors, will retire by
rotation at the ensuing Annual General Meeting of the Company and,
being eligible, offer themselves for re-appointment. The Board of
Directors recommends their re-appointment.
13. SOCIAL RESPONSIBILITY
The Company has been supporting and helping activities and
organizations contributing the rural development, children welfare and
various social projects. The Company continues to discharge its social
responsibilities with the spirit of duty towards the community.
14. DIRECTORSRESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) they have 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 of the
Company for the year under review;
(c) they have taken proper and sufficient care 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 frauds and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
15. CORPORATE GOVERNANCE
Your Company continues to practice the principles of good Corporate
Governance during the year and the Board of directors lays strong
emphasis on transparency, accountability and integrity. Your Company
has complied with all the mandatory requirements of Clause 49 of the
Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of
the Listing Agreement, Management Discussion and Analysis, Corporate
Governance Report and the Auditors Certificate regarding compliance of
the same are part of this Annual Report.
16. HUMAN RESOURCES
Human Resource Management has always been the focus area for the
Company.
The Company continuously strives to upgrade the knowledge and skills of
the employees for better performance.
Measures for safety, training and development and welfare of employees
receive highest priority.
Human Resource policies and practices are regularly reviewed and
revised to suit the employee and organization needs.
Employee relations continue to be cordial and harmonious.
Your Directors wish to place on record their appreciation for the
sincere and devoted efforts of the employees and the management at all
levels.
17. OTHER INFORMATION
The information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, and Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, regarding employees, is furnished in the Annexure to this
Report and forms part of this Report.
18. AUDITORS
M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai will retire at
the conclusion of the ensuing Annual General Meeting of the Company,
who, being eligible, offer themselves for reappointment as Auditors of
the Company.
19. COST AUDITORS
As per the requirements of the Central Government and pursuant to the
provisions of Section 233B of the Companies Act, 1956, the audit of the
Cost Accounts relating to group of products "Insecticides" is being
carried out every year. The Company had appointed Mr. Kishore Bhatia,
Cost Auditor, Mumbai to audit the cost accounts for the year 2010-11
i.e. from 1st April, 2010 to 31st March, 2011 for which necessary
approval of the Central Government has been received vide their letter
No. 52/184/ CAB/1995 dated 19th February, 2010. The Cost Audit Report
in respect of Financial Year 2009-10 which was due to be filed with the
Ministry of Corporate Affairs on 27th September, 2010, was filed on
12th August, 2010. The Cost Audit Report in respect of Financial Year
2010-2011 will be filed on or before the due date i.e. 27th September,
2011.
20. ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support of the
shareholders, government authorities, other investors, customers and
suppliers, for the faith reposed in the Company and its management.
For and on behalf of the Board of Directors
A. C. SHROFF
Chairman & Managing Director
Mumbai, 20th May, 2011.
Mar 31, 2010
The Directors have pleasure in presenting the Forty-Ninth Annual
Report and the Audited Statement of Accounts of the Company for the
year ended 31st March, 2010.
1. FINANCIAL RESULTS
The salient features of the Companys working are:
(Rupees in Lacs)
2009-10 2008-09
Gross Profit for the year was 2132.57 11,39.99
Less: Depreciation 992.96 10,02.91
Leaving a net profit before Tax 1139.61 1,37.08
Provision for Taxation:
Current Tax (126.00) (9.00)
In respect of earlier year (136.27) (6.57)
Minimum Alternate Tax Entitlement 178.75 7.00
Deferred Tax (449.03) (25.52)
Fringe Benefit Tax -- 532.55 (28.50 (62.59)
607.06 74.49
Add thereto/(reduce therefrom):
Adjustment in respect of earlier
years (net) 189.53 (30.34)
796.59 44.15
Add thereto:
Balance brought forward from
the previous year 1122.80 12,42.45
Leaving a balance available
for Appropriation 19,19.39 12,86.60
Appropriations:
Proposed Dividend 218.11 54.53
Tax on Dividend 36.23 9.27
Transfer to General Reserve 300.00 100.00
554.34 163.80
Carried forward to next year 1365.05 11,22.80
2. DIVIDEND
Your Directors have recommended a Dividend of 40% amounting to Rs. II-
per share of face value Rs. 5/- each as compared to a dividend of 10%
(Re. 0.50 per share) in the previous year.
3. OPERATIONS
During the year under review, the net sales decreased from Rs. 231.19
crores to Rs. 222.32 crores, registering a drop of 4% and Exports
decreased from Rs. 66.41 crores to Rs. 54.77 crores registering a
decline of 18%. During the year under review, the Company had a profit
before tax of Rs. 11.40 crores compared to Rs. 1.37 crores in the
previous year, and had a profit after tax of Rs. 6.07 crores compared
to Rs. 0.74 crores in the previous year.
4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS
The capacity of the Polymer Inputs Plant at the Companys unit at Lote
Parshuram was increased from 1000 MT per Annum to 1500 MT per Annum by
addition of certain equipments. This was done to meet the peak load
demand.
In order to prepare for the Companys future needs, the Biological
treatment capacity in the Effluent treatment section is also being
enhanced.
5. OUTLOOK
The current year has started with a good demand for the Companys
products in various segments. The imports of Diethyl Thiophosphoryl
Chloride from China are at a lower level and the Company is able to
improve its capacity utilization. Exports are expected to grow with the
indicated forecast for the Specialty Chemicals being produced for the
Polymer industry. The demand for the Performance Chemicals from the
range of Phosphonates is also well supported mainly from the domestic
consumers.
Based on the market acceptance of the Organic Waste Converter Machine,
the Company expects to achieve significant rise in the number of
machines to be sold in the current year. The large fertilizer companies
are planning to market organic compost along with their chemical
fertilizers and success of this initiative will lead to increased sales
of Celrich from Ahmedabad Plant.
6. ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company continues to accord top priority to Environment, Health and
Safety systems and strives to improve the performance through safety
audits, training programmes and safety management systems.
7. QUALITY
The Company continues to maintain industry best standards in managing
the quality of its products and services and has received appreciation
and awards from its customers.
8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT
The Company has continued the emphasis on development of people with
full commitment and has taken steps to provide the opportunities to
learn relevant skills and acquire knowledge. The top management of the
Company has taken keen interest in the training and development
activities.
9. INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against foreseeable perils like fire, flood, earthquake,
fidelity etc. The Company continues to maintain consequential Loss
(Fire) Policy and the Liability Policy as per the provisions of Public
Liability Act.
10. SUBSIDIARY COMPANY
Pursuant to Section 212 of the Companies Act, 1956, the Accounts of
Kamaljyot Investments Limited, a subsidiary of the Company, are
annexed.
11. FIXED DEPOSITS
The amount of fixed deposits from the public and loans from the
shareholders at the end of the year under review aggregated to Rs.
18,08.48 lacs. 71 Depositors did not claim their deposits after the
date on which the deposits became due for payment. The amount due on
such deposits and remaining unclaimed as on 31st March, 2010, was Rs.
16.66 lacs. It has come down to Rs.13.87 lacs as on the date of this
Report.
12. DIRECTORS
Mr. H. N. Motiwalla and Mr. P S. Jhaveri, Directors, retire by rotation
at the ensuing Annual General Meeting of the Company and, being
eligible, offer themselves for re-appointment. The Board of Directors
recommends their re-appointment.
During the year under review, Mr M K Vadgama has resigned as Director
w.e.f. 22nd March, 2010. The Board places on record its deep
appreciation for Mr Vadgamas contribution in the deliberations of the
Meetings.
13. SOCIAL RESPONSIBILITY
The Company has maintained the tradition of supporting activities and
organisations contributing in the rural development and various
socially relevant projects. The Company has continued to do this with
spirit of its duty towards the community.
14. DIRECTORS RESPONSIBILITY
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
(b) they have 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 of the
Company for the year under review;
(c) they have taken proper and sufficient care 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 frauds and other irregularities; and
(d) they have prepared the annual accounts on a going concern basis.
15. CORPORATE GOVERNANCE
Your Company continues to practise the principles of good Corporate
Governance during the year and the Board of Directors lays strong
emphasis on transparency, accountability and integrity. Your Company
has complied with all the mandatory requirements of Clause 49 of the
Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of
the Listing Agreement, Management Discussion and Analysis, Corporate
Governance Report and the Auditors Certificate regarding compliance of
the same are part of this Annual Report.
16. HUMAN RESOURCES
The Company continues to take care of its human resource needs ensuring
the fulfillment of appropriate and adequate human skills, knowledge and
attitude. Productivity improvement areas are being studied and
monitored for optimum utilization of human resources. Measures for
safety, training of employees receive highest priority.
The relations between the employees and the management continue to be
cordial.
Your Directors wish to place on record their appreciation for the
sincere and devoted efforts of the employees and the management at all
levels.
17. OTHER INFORMATION
The information required under Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, and Section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975, regarding employees, is furnished in the Annexures to this
Report and forms part of this Report.
18. AUDITORS
The term of statutory Auditors M/s. S. R. Batliboi & Co., Chartered
Accountants, expires at the conclusion of the ensuing Forty-Ninth
Annual General Meeting of the Company, who, being eligible, offer
themselves for reappointment as Auditors of the Company. The Auditors
have made certain comments in their Report which are self explanatory.
In this regard, the Directors would like to state as follows:
1. During the year, the Company has reconstructed the Fixed Asset
Register in respect of Lote plant and is in the process of
reconstructing the same for Roha plant. The Company has also undertaken
the physical verification of Fixed Assets under phased programme and
whatever material discrepancies were identified on such verification
have been properly dealt with in the books of accounts.
2. In the Consolidated Accounts, the effect of investment has not been
considered in respect of Romvijay Bioo Tech Private Limited, an
Associate Company, due to non-availability of their Audited Accounts
(Refer Note No. 1 (d) and 6 in Schedule T).
19. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation to its shareholders,
bankers, government authorities and the business associates for their
continuous guidance and support.
For and on behalf of the Board of Directors
A. C. SHROFF
Chairman & Managing Director
Mumbai, 21st May, 2010.
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