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Excel Industries Ltd.

BSE: 500650 Sector: Industrials
NSE: EXCELINDUS ISIN Code: INE369A01029
BSE 00:00 | 24 Apr 2020 Excel Industries Ltd
NSE 05:30 | 01 Jan 1970 Excel Industries Ltd

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OPEN 590.00
PREVIOUS CLOSE 597.85
VOLUME 736
52-Week high 1156.40
52-Week low 374.50
P/E 6.63
Mkt Cap.(Rs cr) 740
Buy Price 588.40
Buy Qty 3.00
Sell Price 630.00
Sell Qty 50.00
OPEN 590.00
CLOSE 597.85
VOLUME 736
52-Week high 1156.40
52-Week low 374.50
P/E 6.63
Mkt Cap.(Rs cr) 740
Buy Price 588.40
Buy Qty 3.00
Sell Price 630.00
Sell Qty 50.00

Excel Industries Ltd. (EXCELINDUS) - Director Report


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Company director report

To

The Members

Excel Industries Limited

Your Directors are pleased to present herewith the 58th Annual Report on theperformance of your Company together with the Audited Financial Statements for the yearended 31st March 2019 and the Auditors' Report thereon.

KEY FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March 2019 issummarized below:

Rs./Lakhs
2018-19 2017-18
Revenue from Continuing Operations 80600.30 59414.50
Profit before Tax 23251.77 10630.12
Provision for Taxation:
- Current Tax 7586.50 2664.01
- Tax in respect of earlier years - (1.99)
- Deferred Tax 474.87 661.37
8061.37 3323.39
Profit After Tax from continuing operations 15190.40 7306.73
Add: Profit/(loss) from discontinuing operations 24.68 (80.57)
Tax (expense)/credit of discontinuing operations (8.61) 27.88
Profit/(Loss) from discontinuing operations (after tax) 16.07 (52.69)
Profit for the year 15206.47 7254.04
Other Comprehensive Income (net of tax) 1697.20 1876.99
Total Comprehensive Income 16903.67 9131.03

DIVIDEND

Your Directors have recommended a dividend of ' 18.75 (375%) per equity share of FaceValue of ' 5 each as against the dividend of Rs.12.50 (250%) paid for the previousfinancial year 2017-18. The dividend payout is subject to the approval of the members atthe ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO GENERAL RESERVE

Your Company has transferred Rs.50 crores to the General Reserve.

OPERATIONS REVIEW

During the year under review the net sales from continuing operations increased fromRs.59414.50 lakhs to Rs.80600.30 lakhs registering an increase of 36%. The exportsincreased from Rs.9266.18 lakhs to Rs.23244.15 lakhs registering an increase of 151%.Further the Company made a profit before tax from its continuing operation Rs.23251.77lakhs compared to Rs.10630.12 lakhs in the previous year. Net profit after tax for theyear was Rs.15206.47 lakhs as compared to Rs.7254.04 lakhs in the previous yearregistering an increase of 110 %.

The reserves excluding revaluation reserves as on 31st March 2019 areRs.58421.35 lakhs.

During the year CRISIL Limited has upgraded the Credit Rating of the Company to"A+/Stable" for Long Term bank loan facilities and has re-affirmed the CreditRating "A1" for Short Term bank loan facilities.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

ACQUISITION

The Board of Directors at its meeting dated 27th June 2019 has approvedthe acquisition of a chemical manufacturing unit of NetMatrix Crop Care Limited located atVisakhapatnam at Andhra Pradesh Special Economic Zone (APSEZ) as a going concern by wayof slump sale for a consideration of Rs.95 crores (subject to working capital adjustmentson the closing date). The purpose of the acquisition is to have additional manufacturingunit for the Company for capacity expansion and for expansion of product range.

CAPACITY EXPANSIONS/IMPROVEMENTS

To cater to enhanced market demand the Company has successfully increased the capacityof DETC & DMTC by 30% and also installed Multiple Effect Evaporator (MEE) system atRoha site and has taken further steps towards Zero Liquid Discharge (ZLD) of effluents atboth Roha & Lote sites. Pilot trials on various types of forward and reverse Osmosisare in progress.

Vigorous R&D activities and pilot scale studies are in progress aimed to conserveand recycle water at various stages of production appropriately. Water conservation is thenext big theme the company is focusing at diligently.

The Company has also made new Raw Material and Finished Goods warehouses for meetingPharma guidelines at Lote.

OUTLOOK

The majority of the population of India is dependent on agriculture. Of late the ruraleconomy has been a driver of consumer demand and a strong agricultural sector is essentialfor ensuring robust rural demand. India can be a leader in the value added agriculturalsector like horticulture and food processing. Working on the right set of priorities likereforming the agricultural produce distribution system building the infrastructure in theform of cold storage chains and warehousing and providing the required information interms of weather forecasts expert recommendations and data on agricultural produce pricemovements to the farmers is the need of the hour.

It is heartening to note that the Government has expressed the right intent in all ofthe above mentioned areas.

Talking of the Chemicals sector India is at the cusp of a huge opportunity. The Sizeof the Indian Chemicals Industry is US $ 190 Billion. Specialty Chemicals with an annualrevenue of ~ US $ 65 billion contribute to one - third of the total revenue of theChemicals Industry. Chemicals are key inputs for many downstream industries includingconsumer goods pharmaceuticals and agriculture. The Chemicals Industry will have a keyrole in the success of "The make in India programme" and achieving the goals of"making India a US $ 5 trillion economy" and "doubling farm income by2022". In particular production of specialty chemicals has a knowledge and skillsintensive component. This can help in generating employment for the qualified youth ofthis country.

For the past two decades China was the supplier of key chemicals to the world. All themajor companies had built up China centric supply chain networks. Now as China moves upon the prosperity scale its focus is shifting from conventional industries like chemicalsto hi-tech industries. From an export led economy China is moving towards a consumptionled economy. India is best placed to take advantage of the space created because of thechanges in China. We have to be fast responsive and at the same time take care thatenvironmental compliance is not compromised because of this. The Government can help withfacilitation by way of faster approvals/clearances for the companies who have the safetyand environmental compliance systems in place. While the Government can help in creating ahealthy business environment it is incumbent upon the Chemical Companies to build theircapabilities to take advantages of the opportunities and meet the challenges ahead.

Thus we are foreseeing exciting and challenging times ahead. Amidst all the changesthe Company is determined to stay focused on its goal of becoming a preferred supplier ofchoice for Specialty and Performance Chemicals and Intermediates. We will continue toleverage on our process R & D and manufacturing strengths. Building up newcapabilities in Chemical Processes and Technologies will be a priority. All this will beaccompanied by an intense focus on the Customers and the Market so that we are aware ofthe end user needs are able to take advantages of the business opportunities respondappropriately to the changes in the environment and build up a sustainable platform forthe future.

HUMAN RESOURCES

Human Resource department is committed to facilitate the organization with execution bybuilding and sustaining organizational capability of the Company. The function worksclosely to support objectives of the business and ensure that we enhance existingCompany's capabilities.

A major deliverable for the function is maximizing employee performance in service ofthe Company's strategic objectives. Performance assessment and goal setting process isbeing followed across all functions with a view to achieve the Company level objectives.

The Company focuses on nurturing existing talent and retaining the trained resources toensure business and people both progress with the Company. We also look at hiring talentlocally wherever possible. We have started working on succession planning for few keypositions.

We ensure that business plans are executed by people who are trained supported andequipped to fulfill the Company's strategic vision. At site levels very high emphasis isgiven on safety and use of safety gear. Special trainings and upgrading existing skillsacross levels of employees are of utmost importance. The function facilitates programs andwelfare activities to bind people together as one team

The Company believes in having strong relationship with the employees which plays avital role in creating a strong organizational culture. The relationship of employees withthe management always result in better work environment. There is a direct connect betweenmanufacturing units and HO. In all functions the leadership team connects directly atdifferent levels and functions. We have cordial relations with the employees and theunions representing the workmen. We strongly believe in resolving the issues sittingacross the table.

Employee strength of the Company as on 31st March 2019 was 900.

ENVIRONMENT HEALTH AND SAFETY

The Company accords the highest importance to Environment Health and Safety (EHS).Continuous investment in infrastructure like Multiple Effect Evaporator (MEE) AgitatedThin Film Dryer (ATFD) and Reverse Osmosis (RO) being done for achieving Zero LiquidDischarge (ZLD) and also skill development to ensure that the EHS of the Company ismaintained at the highest standards.

The Company has acquired the latest 2015 version of ISO 9001 and 14001; and the questfor ISO 45001 is in the pipeline.

The Company has introduced a new material handling system thereby vastly improvingergonomics and safety in plant.

The Company has also won the "Certificate of Merit" for excellence inEnvironment Management System from Indian Chemical Council (ICC) in Aug-18.

QUALITY

Our focus is not only in quality control but also on quality assurance for continualimprovement in process and product quality through operational audits carrying out oftechnical analysis and the giving of advice on quality improvement. The role of QualityAssurance is to consult with the departments and make sure that product passes to customerstandards.

With entry into newer markets and increased customer base we have further strengthenedour Quality Control/Quality Assurance team. More and more customers are carrying outaudits and approving the facility for their product markets. With introduction ofstability chambers product shelf life has gained momentum. Various validation studies arein progress to gain insight about newer process scale ups and new product development.

In the European market tonnage bands of some of our products has been increased and wehave already completed all the activities to deal with BREXIT.

To comply with new regulations of Korean markets activities related to our productregistration has been initiated.

INSURANCE

The Company continues to carry adequate insurance cover for all its assets againstunforeseeable perils like fire flood earthquake etc. The Company continues to maintainconsequential Loss (Fire) Policy and the Liability Insurance Policy as per the provisionsof Public Liability Insurance Act. The Company has also taken a Directors and OfficersRs.Responsibility Policy.

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 1stApril 2014.

(b) There are no existing deposits from the public and the shareholders of the Companyat the end of the FY 2018-19.

Total 17 Deposit holders did not claim their deposits after the date on which thedeposits became due for payment. The amount due on such deposits and remaining unclaimedas on 31st March 2019 was Rs.6.56 lakhs.

(c) There has been no default in repayment of deposits or payment of interest thereonduring the year under review.

(d) All unclaimed deposits of the Company are in compliance with the requirements ofChapter V of the Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans guarantees or investments made by the Company during the financial year2018-19 are provided in Notes to Standalone Financial Statements.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has two subsidiaries namely Kamaljyot Investments Limited and Excel BioResources Limited. Also the Company has one Associate company namely MobiTrash RecycleVentures Private Limited.

The salient features of the financial statements of the subsidiaries and the associatecompany as required under section 129 (3) of the Companies Act 2013 are furnished in theannexures forming part of the financial statements.

The Policy for determining material subsidiaries as approved by the Board may beaccessed 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 AnnualReport. However the Company will make available the annual accounts of the subsidiarycompanies and the related detailed information to any member of the Company who may beinterested in obtaining the same in accordance with section 136 of the Companies Act2013. The annual accounts of the subsidiary companies will also be kept open forinspection at the Registered Office of the Company and are also available on the Company'swebsite: http://excelind.co.in/annualReports.html. The Consolidated Financial Statementspresented by the Company include the financial results of its subsidiary companies.

During the year there was no addition of subsidiaries associate companies or jointventures of the Company neither any of the subsidiaries or associate company ceased to beso.

Kamaljyot Investments Limited is an investment Company registered under the provisionsof RBI Act as a NBFC. The turnover for the year 2018-19 was Rs.128.35 lakhs and Profitafter tax was Rs.109.62 lakhs.

Excel Bio-Resources Ltd. is a Company formed for carrying on the business of processingall kinds of waste including but not limited to municipal solid waste urban wastedomestic waste industrial waste food processing waste etc. The turnover for the year2018-19 was Rs.7.57 lakhs and profit after taxation was Rs.2.48 lakhs.

Mobitrash Recycle Ventures Pvt Ltd is a Company engaged in recycling of all kinds ofwaste and scrap. The turnover of the Company for the year 2018-19 is Rs.206.94 lakhs andprofit after taxation is Rs.0.51 lakhs.

The contribution of the aforesaid subsidiaries and associate company to the overallperformance of the Company is to the extent as provided in the consolidated financialstatements of the Company.

UPDATE ON TRANSFER OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY

The Board of Directors of the Company at their meeting held on 29th March2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Companyto Excel Bio Resources Limited a wholly owned subsidiary of the Company together with allrelated assets and liabilities on a going concern basis by way of a slump sale for aconsideration of not more than Rs.10 crores. A Business Transfer Agreement (BTA) wasexecuted between the Company and Excel Bio Resources Limited on 31.03.2017 for the saidpurpose. 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 forMSW treatment by the Ahmedabad Municipal Corporation (AMC). The Company is still pursuingthe matter with AMC and on resolution of the matter the ENBT Division will be transferredto the Subsidiary company.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2018-19 six meetings of the Board of Directors were held details of themeetings held are provided in the Corporate Governance Report forming part of this AnnualReport.

DIRECTORS

Sad Demise of Mrs Usha A Shroff

Mrs. Usha A. Shroff Executive Vice Chairperson passed away on 29.04.2019. She wasappointed on the Board of the Company in the year 2002 and she played a significant rolein the growth of the Company. The Company immensely benefited from her vision andguidance. The Board placed on record its appreciation for the valuable contribution madeby Mrs. Usha A. Shroff during her association with the Company.

Appointments and Resignations of Directors

In accordance with the provisions of the Act and Articles of Association of theCompany Mr. Atul G. Shroff Non-Executive director of the Company will retire byrotation at the ensuing Annual General Meeting of the Company and being eligible offershimself for re-appointment.

The term of office of Mr. Ashwin C. Shroff will expire on 31st January2020. Mr. Ashwin C. Shroff has expressed his desire to be re-designated as ExecutiveChairman of the Company with effect from 3rd September 2019. The Board at itsmeeting dated 27th June 2019 has re-designated him as Executive Chairman witheffect from 3rd September 2019 and re-appointed him as Executive Chairman fora term of 5 years with effect from 1st February 2020. His re-appointment isplaced for the approval of the members in the Notice of the Annual General Meeting.

The term of office of Mr. Ravi A. Shroff Executive Director expires on 2ndSeptember 2019. The Board at its meeting held on 27th June 2019 has approvedre-appointment of Mr. Ravi A. Shroff as Whole-time Director and elevated him to theposition of Managing Director of the Company for a term of 5 years with effect from 3rdSeptember 2019. His re-appointment is placed for approval of the members in the Notice ofthe Annual General Meeting.

Mr. Hrishit A. Shroff has been appointed as an additional director designated asExecutive Director by the Board at its meeting dated 27th June 2019 for a termof 5 years with effect from 27th June 2019. His appointment is placed forapproval of the members in the Notice of the Annual General Meeting.

The first term of the Independent Directors viz. Mr. H. N. Motiwalla Mr. P S. JhaveriMr. R. N. Bhogale Mr. M. B. Parekh Mr. Shailesh S. Vaidya and Mr. Rajeev M. Pandiaexpires at the forthcoming annual general meeting. As per Companies Act 2013 theIndependent Directors are eligible for re-appointments for a second term. The Board hasapproved the re-appointment of all the Independent Directors for a second term of fiveyears with effect from 13th August 2019. Their re-appointment for a secondterm of five (5) years is placed for approval of the members in the Notice of the AnnualGeneral Meeting.

Dr. Meena A. Galliara has been appointed by the Board at its meeting dated 27thJune 2019 as an additional Director (Independent Director) for a period of 5 years from27th June 2019 subject to approval of the shareholders. Her appointment isplaced for approval of the members in the Notice of the Annual General Meeting.

The brief resume of the aforesaid Directors and other related information are providedin Annexure-I to the Notice of the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Mr. Ashwin C. Shroff Chairman and Managing Director Mr. Ravi A. Shroff ExecutiveDirector Mr. Hrishit A. Shroff Executive Director Mr. N. R. Kannan Chief ExecutiveOfficer Mr. Devendra Dosi Chief Financial Officer and Mr. Surendra Singhvi CompanySecretary 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 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules and disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are set outin 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 Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies 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 performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company's operations and business andcontribution at Board Meetings.

(iii) Details of Familiarization Programme

The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link http://excelind.co.in/companyPolicies.html

EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has formulated a Nomination and RemunerationPolicy which lays down the criteria and manner of Performance Evaluation of the Board as awhole its Committees and individual Directors.

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out a formal annual evaluation ofthe performance of the Board its Committees and of individual Directors.

The Board as a whole is evaluated inter-alia on its ability to effectively supervisethe functioning of the management and decision taken on operational and strategic issuesin the interest of the organization. The Committees of the Board are evaluated on theirability to address effectively the matters delegated to them in the charter and thequality of the recommendations made by them to the Board.

The evaluation of each of the directors is done inter-alia on the basis of hisadvisory role and contribution in the decision making understanding of Company's businessand risks and on the basis of the overall directions and guidance provided to the seniorexecutives and supervision over their performance.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the year were on arm's lengthbasis and there were no material related party transactions during the year thereforeForm 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 repetitivenature and are anticipated to be entered during the year. Transactions entered intopursuant to omnibus approval are placed before the Audit Committee for review on aquarterly basis. All related party transactions during the year are mentioned in the Notesto the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of thePromoter group and holds 42.63% of the share capital of the Company. In pursuance toregulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements)Regulations 2015 the transactions with Anshul Specialty Molecules Pvt. Ltd. are providedin Note no. 47 of Notes to Financial Statements. The Related Party Transaction Policy ofthe Company as approved by the Board may be accessed on the Company's website at the linkhttp://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 workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Whistle Blower Policy" for Directors andemployees of the Company for reporting their genuine concerns or grievances or cases ofactual 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 athttp://excelind.co.in/companyPolicies.html.

NOMINATION AND REMUNERATION POLICY

On recommendation of Nomination and Remuneration Committee the Board of Directors atits Meeting held on Friday 30th January 2015 (as amended from time to time)has approved a Nomination and Remuneration Policy for the appointment and remuneration ofthe directors key managerial personnel (KMP) and other employees.

The key objectives of the Policy are to lay down the criteria for appointment andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and formulate the criteria and manner of effective evaluation of performance of theBoard its Committees and individual directors and review its implementation andcompliance.

The Policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of Directors KMP and Senior Management.

As per the Policy the remuneration/ compensation to whole time Directors and seniormanagement shall be recommended by the Nomination and Remuneration Committee to the Boardfor its approval. However the remuneration/compensation to whole-time Directors shall besubject to the approval of the shareholders of the Company and will be in accordance withSection 197 of the Companies Act 2013 read with Schedule V to the Act. Further theNon-Executive Directors shall be entitled to fees for attending meetings of Board andCommittees and also to commission within the overall limit prescribed in the CompaniesAct 2013 and as approved by the shareholders of the Company. Commission to theNon-Executive Directors for each year is approved by the Board.

The Nomination and Remuneration Policy is available on the Company's website athttp://excelind.co.in/companyPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that the industry owes duty of welfare to the society atlarge and it shall pursue the commitment of Social Responsibility and carry out the socialwork directly and/ or through other registered voluntary organizations.

The Company's policy on Corporate Social Responsibility states various CSR activitiesthat the Company could undertake to discharge its responsibilities towards the society.The Company's Policy on Corporate Social Responsibility can be accessed athttp://www.excelind.co.in/companyPolicies.html

In the FY 2018-19 the Company has undertaken various CSR activities at Roha Lote andMumbai. The CSR activities include Conservation of Natural Resources Rural DevelopmentPromotion of Education Preventive Health Care Empowering Women and ensuringEnvironmental Sustainability.

For the year ended 31st March 2019 the Company has spent Rs. 129.93 lakhson aforesaid CSR activities directly or through other registered voluntary organizationsnamely Vivekanand Research & Training Institute etc.

Details on CSR spending as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are set out in Annexure II forming part of thisReport.

RISK MANAGEMENT

Your Company has voluntarily constituted a Risk Management Committee to formulate apolicy for risk management for implementing and monitoring the risk management plan of theCompany.

The risk management committee is composed of Four Members including two independentDirectors one Executive Director and the Chief Executive Officer of the Company.

Your Company recognizes Risks including the cyber security risk as an integral part ofbusiness process and is committed to managing the risks in a proactive and efficientmanner. Your Company periodically assesses the risks existing in the internal and externalenvironment and incorporates risk management plans in its business strategy andoperational plans.

Your Company through its risk management process strives to mitigate the impact andlikelihood of the risks within the risk taking ability as agreed from time to time withthe Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of Directors comprises of Mr. H. N. Motiwalla (Chairman of theCommittee) 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 theBoard of Directors of the Company. The terms of reference and other details of the AuditCommittee are available in the Corporate Governance Report forming part of this AnnualReport.

AUDITORS AND AUDITORS Rs.REPORT Statutory Auditors

At the 56th Annual General Meeting of the Company held on 03rdAugust 2017 the members of the Company had appointed Price Water House CharteredAccountants LLP (Registration No. 012754N/N500016) as the Auditors of the Company for aterm of 5 (five) consecutive years from the conclusion of the 56th annualgeneral meeting until the conclusion of the 61st Annual General Meeting.

The Auditors Rs.Report on the Financial Statements for the year ended 31stMarch 2019 does not contain any qualification reservation adverse remark or disclaimerand notes thereto are self-explanatory and do not require any explanations.

Secretarial Auditor

The Board had appointed Mr. Prashant Diwan Practising Company Secretary as theSecretarial Auditor of the Company for the year 2018-19 to conduct the Secretarial Auditof the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwanfor the financial year ended 31st March 2019 is attached with this Report as AnnexureIII.

The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.

Cost Auditors

The Board of Directors at its meeting held on 25th May 2018 had appointedM/s Kishore Bhatia & Associates (Firm Registration No. 00294) Cost Accountants asthe Cost Auditors of the Company for the financial year 2018-19 to conduct cost audit ofall the applicable products of the Company. The Cost Audit Report for the year ended 31stMarch 2018 which was required to be filed with the Ministry of Corporate Affairs on orbefore 26.10.2018 was filed on 15.10.2018.

Reporting of Frauds by Auditors

During the year under review the Auditors have not reported any instance of fraudcommitted in the Company by its Officers or Employees to the Audit Committee under section143(12) of the Companies Act 2013.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Your Company continues tofollow the principles of good Corporate Governance and the Board of Directors lays strongemphasis on transparency accountability and integrity. Your Company has complied with allthe 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 Reporttogether with Auditors Rs.Certificate on Corporate Governance Report form part of thisAnnual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 92(3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 extract of Annual Return in FormMGT 9 is available on the Company's website at http://www.excelind.co.in/ and forms partof this Report as Annexure IV.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy and technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is set out in Annexure V forming part ofthis Report

MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT

There is no significant material order passed by the regulators/courts/tribunals whichcan 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 andprotect its assets from unauthorized use or misappropriation. All the financialtransactions are properly authorized recorded and reported to the Management. The Companyfollows all the applicable Accounting Standards for proper maintenance of books ofaccounts for financial reporting.

SECRETARIAL STANDARDS

The Directors state that all the applicable Secretarial Standards have been dulyfollowed by the Company. The Secretarial Auditor in his Secretarial Audit report confirmsthe same.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2019 theBoard of Directors hereby confirms that:

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

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

The reports of Statutory Auditors and Secretarial Auditors are free from anyqualification 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 theCompany or outsiders are covered under this Policy. The Company has constituted anInternal Complaints committee to consider and resolve sexual harassment complaints lodgedwith the Committee. The constitution of the Committee is as per the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

No complaint was received from any employee during FY 2018-19 and hence no complaint isoutstanding as on March 312019 for redressal.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received fromthe 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: 27th June 2019
Place: Mumbai


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