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:
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2023-24
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2022-23
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Revenue from Operations
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826.14
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1089.82
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Profit before Tax and exceptional item
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20.19
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103.95
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Provision for Taxation:
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- Current Tax
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2.59
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25.64
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- Deferred Tax
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1.66
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1.02
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- Tax in respect of earlier years
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0.84
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(1.16)
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Profit After Tax
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15.11
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78.45
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Other Comprehensive Income
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83.03
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8.83
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Total Comprehensive Income
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98.14
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87.28
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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 ‘Negative' from ‘Stable' while reaffirming the rating on long term bank facilities at ‘CRISIL A ' and on short-term bank facilities at ‘CRISIL 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 “Zero Harm” and “Electrical Safety Week” 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 “Acharya PC RAY Award for the year 2023 for development of Indigenous Technology”.
- 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 “Security Code” 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 “Leaders of Tomorrow” 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 “Leaders for tomorrow” 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 (“SPV”) 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 “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 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 ‘National 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
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