To,
The Members,
Excel Industries Limited
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 Companys financial performance for the year ended 31st
March, 2023 is summarized below:
Rs. /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 Rs. 11.25 (225%) per
equity share of Face Value of Rs. 5 each as against the dividend of Rs. 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 Rs. 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 Rs. 1178.02 Crores in FY 2021-22 to Rs. 1089.82 Crores, largely due
to various international business constraints and reduction in sales prices.
Companys profit before tax declined by 51% from Rs. 212.10 Crores to Rs. 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 Rs. 160.16 Crores to Rs. 78.45
Crores.
The revenue from operations of the Chemicals Division for the year
2022-23 was Rs. 1,067.10 crores ( Rs. 1,152.54 crores for FY 2021-22) and that of
the Environment and Biotech Division was Rs. 22.72 crores ( Rs. 25.48 crores for FY
2021-22).
The Reserves excluding revaluation reserves as on 31.03.2023 are at Rs.
985.43 Crores.
CRISIL Limited reviewed and revised its rating outlook on the long term
bank facilities of the Company to ‘Stable from ‘Positive while
reaffirming the rating on long term bank facilities at ‘CRISIL A+ and on
short-term bank facilities at ‘CRISIL 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 in house
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. "Make in India Partnering Award" by Rallis India for a new
Agrochemical intermediate, a 100% import substitute.
2. ICC CERTIFICATE OF MERIT for Excellence in Management of Safety in
Group A Companies with turnover of more than Rs. 1000 Crores; and
3. FICCI Chemicals and Petrochemicals Awards 2022: Award for
"Sustainability: Excellence in Safety.
4. "ICC – EPSILON CARBON" CERTIFICATE OF MERIT for Best
Compliant Company for the Codes under Responsible Care for the year 2022 in
"Pollution Prevention Code".
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,
"Leaders of Tomorrow" 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 Rs. 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
Companys 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 Rs. 461.50
lakhs and profit after tax is Rs. 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 Rs. 8.57 lakhs and profit after tax is Rs. 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
Rs. 659.17 lakhs and profit after tax is Rs. 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 Rs._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 Companys 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 Companys
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
Companys 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
Companys 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
arms 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 Companys 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 "Whistle Blower Policy"
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 Companys Code
of Conduct and Ethics Policy. The Whistle Blower Policy of the Company is available on the
Companys 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
Companys 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 Companys policy on Corporate Social Responsibility states
various CSR activities that the Company could undertake to discharge its responsibilities
towards the society. The Companys Policy on Corporate Social Responsibility can be
accessed at https://www.excelind.co.in/corporate-governance.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 Rs. 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 Companys endeavor to perform its operations in line with the
principles as laid down in the ‘National 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-governance.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 Companys 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 Companys_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 |
+91-9892691696
