To,
The Members,
Excel Industries Limited
Your Directors are pleased to present the Directors Report for the year
2024-25 forming part of the 64th Annual Report including the Audited Financial Statements
for the year ended 31st March, 2025 together with the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March, 2025
is summarized below:
|
2024-25 |
2023-24 |
Revenue from Operations |
978.07 |
826.14 |
Profit before Tax and exceptional item |
110.91 |
20.19 |
Provision for Taxation: |
|
|
- Current Tax |
26.08 |
2.59 |
- Deferred Tax |
1.05 |
1.66 |
- Tax in respect of earlier years |
0.28 |
0.84 |
Profit After Tax |
83.50 |
15.11 |
Other Comprehensive Income |
24.89 |
83.03 |
Total Comprehensive Income |
108.39 |
98.14 |
Dividend relating to previous financial year
paid during the year |
6.91 |
14.14 |
Retained earnings carried forward to the
next year |
101.48 |
84.00 |
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Directors have recommended a dividend of ' 13.75/- (275%) per
equity share of Face Value of ' 5 each for the financial year 2024-25 as against the
dividend of ' 5.50/- (110%) per equity share paid for the previous financial year 2023 -
24. The dividend payout is subject to the approval of the members at the ensuing Annual
General Meeting.
The Board has formulated a dividend distribution policy in pursuance to
amendment to regulation 43A of the SEBI Listing Regulations vide its notification no.
SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The dividend distribution policy of the
Company lays down the parameters that the Board will consider for recommendation of
dividend from time to time. The policy is available on the website of the Company and can
be accessed at https://www.excelind.co.in/policies.
AMOUNT TRANSFERRED TO GENERAL RESERVE
Your Company has not transferred any amount to the General Reserve for
the financial year 2024-25.
PERFORMANCE REVIEW
During the year under review, the net revenue from operations increased
by 18% from ' 826.14 Crores in FY 2023-24 to ' 978.07 Crores, largely due to improvement
of overall demand situation in the chemical segment and better price realizations compared
to previous year. Company's profit before tax increased by 449% from ' 20.19 Crores in FY
2023-24 to ' 110.91 Crores, due to revival of overall demand in chemical segment, higher
price realizations in key products and rationalization of key input material costs.
Consequently, net profit after tax for the year increased by 453% from ' 15.11 Crores to '
83.50 Crores.
The revenue from operations of the Chemicals Division for the year 2024
- 25 was ' 968.76 crores (? 811.98 crores for FY 2023 - 24) and that of the Environment
and Biotech Division was ' 9.31 crores (14.16 crores for FY 2023- 24).
The Reserves excluding revaluation reserves as on 31.03.2025 are at '
1170.91 Crores.
MODERNIZATION / EXPANSION
In May 2024, the Company had announced signing a long term contract
with a multinational company for supply of a specialty chemical. During the course of the
year, the company completed the commissioning of the plant and the initial performance
trials of the product were satisfactory.
In March 2025, the Company announced the initiation of capacity
expansion project to double the capacity of one of the biocides manufactured by it. This
is targeted to be completed in the second half of this financial year.
ENVIRONMENT, HEALTH AND SAFETY
Environment: Roha site received Amended Environment Clearance from MPCB
which is valid till 2028. Similar activities for amendment of consent to operate is under
progress at Lote site also.
The company has planted more than 250 evergreen trees to increase the
green cover in and around its sites towards its Sustainability commitment. A
Nakshatra garden has been developed in the heart of Roha site as a part of our
green initiative and to promote biodiversity. Efforts are on to further introduce garden
and landscaping activities.
As a part of continual improvement a massive project has been initiated
to further enhance the visual display of all the three sites to promote awareness of EHS
among all stakeholders coming to the company premises.
The entire storm water drainage system is under revamping to make it
more conducive during rainy season.
Health and Safety: Our employees from Roha Site achieved runner up in
two man fire drill competition and consolation in four men fire drill competition in State
level fire drill competition organized by State Fire Advisor: Maharashtra, competing
against 34 teams across India. This is result of our continuous efforts on practical
training to employees.
A program was initiated at Roha as Stop One Minute for
Safety for contract workmen and supervisors at the beginning of shift where safety
officer narrates a theme on safety. A system of Safety passport issuance has been started
for contractual workmen to increase awareness on safety.
Apart from this department wise sub safety committee meetings
strengthened, H2S gas emission monitored with threshold limit of 5ppm and many campaigns
were carried internally at site on important safety topics.
TECHNOLOGICAL UPGRADATION AND R & D
The Company upgraded the R & D facility in Roha by acquisition of
new equipment. This has enabled the company to start working on certain new chemistries.
We started work on upgradation of pilot plant facility in Roha and Lote. The location for
a new corporate R & D centre has been identified and it is targeted to operationalize
the same in this financial year.
AWARDS:
2024 : FICCI Life time achievement award for Eminent contribution
to the chemical industry to Shri. A.C. Shroff.
2024 : FICCI Excellence in Agrochemical Industry of India.
INSURANCE
The Company continues to carry adequate insurance cover for all its
assets against unforeseeable perils like fire, flood, earthquake, etc. The Company
continues to maintain consequential Loss (Fire) Policy and the Public Liability Insurance
Policy as per the provisions of Public Liability Insurance Act. The Company has also taken
a Directors and Officers' Responsibility Policy. All the employees of the Company are
insured.
HUMAN RESOURCES
Excel HR remains committed to fostering a positive and productive work
environment where employees are empowered to perform at their best, maintain well-being,
and experience happiness at work.
During FY 2024-25, our primary focus was on building organizational
capabilities to support the next phase of growth. This was achieved through strategic
hiring-placing the right talent in the right roles at the right time-and adapting to an
aggressive hiring strategy. We also emphasized the development of leaders who inspire,
empower, and model the right behaviors. Particular attention was given to the hiring,
retention, and development of a diverse talent pool.
We continued to prioritize holistic growth and development
opportunities for our people. As part of our talent development initiatives, the
Master the Mind Monkey: Experience your Excellence workshop by Dr. Anand
Patkar was conducted across multiple batches. The Leaders of Tomorrow program
concluded in August 2023, and as a continued effort, we are investing in our future
leaders through focused coaching and mentoring to prepare them as future-ready successors.
Organizational goals and key themes were cascaded clearly from the top,
with specific deliverables outlined and agreed upon by each function, business unit, and
site. This approach fostered a strong sense of ownership among business and functional
leaders, facilitating the establishment of meaningful KRAs for the year. A weekly
management review mechanism, Bloom', has been implemented to closely monitor the
progress of departmental KRAs, with active involvement from the senior leadership team.
All three company sites operated smoothly, supported by our
employee-friendly policies and a proactive industrial relations strategy. As of March
31,2025, the employee strength stood at 1,112.
SOLAR POWER TO SIGNIFICANTLY REDUCE COMPANY'S
CARBON FOOTPRINT
Excel has made a significant stride towards sustainability and
environmental responsibility with the successful implementation of our solar power
venture. This initiative has notably reduced our reliance on conventional energy sources,
with solar power now meeting an impressive 48% of our total power requirements at plants
in Maharashtra.
The decision to invest in solar power was driven by a dual objective:
to achieve long-term cost savings through reduced electricity bills and, more importantly,
to actively minimizing our carbon footprint and contributing to a cleaner energy future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this report. Also, there has been no change in the nature of business of the Company.
PUBLIC DEPOSITS
Details of deposits, covered under Chapter V of the Act are as under:
(a) The Company stopped accepting and renewing fixed deposits with
effect from 1st April, 2014.
(b) There are no existing deposits from the public and the shareholders
of the Company at the end of the FY 2024-25. There are no unclaimed deposits as on 31st
March, 2025.
(c) There has been no default in repayment of deposits or payment of
interest thereon during the year under review.
(d) All unclaimed deposits of the Company are in compliance with the
requirements of Chapter V of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans, guarantees or investments made by the Company during the
financial year 2024-25 are provided in Notes to Standalone Financial Statements.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31st March, 2025 the Company has three subsidiaries, namely,
Kamaljyot Investments Limited, Excel Bio Resources Limited and Excel Rajkot C&D Waste
Recycling Pvt. Ltd and has two Associate companies, namely, MobiTrash Recycle Ventures
Private Limited and First Energy 7 Pvt. Ltd.
During the year 2024-25, M/s Kamaljyot Investments Limited divested
their holding of 14,72,228 (46.25%) equity shares in ClimaCrew Private Limited. Thus,
ClimaCrew Private Limited ceases to be the Associate Company of Excel Industries Limited
as on 31st March, 2025.
The salient features of the financial statements of the subsidiaries
and the associate companies as required under section 129 (3) of the Companies Act, 2013
are furnished in Form AOC - 1, forming part of the financial statements.
The financial statements of the subsidiary companies are not attached
with this Annual Report. However, the Company will make available the annual accounts of
the subsidiary companies and the related detailed information to any member of the Company
who may be interested in obtaining the same in accordance with section 136 of the
Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept
open for inspection at the Registered Office of the Company and are also available on the
Company's website: https://www.excelind.co.in/annual-reports/ The Consolidated Financial
Statements presented by the Company include the financial results of its subsidiary
companies.
Kamaljyot Investments Limited (KIL) is an Investment Company registered
under the provisions of RBI Act as a NBFC. The total income for the year 2024-25 is ' 2.38
Crores and Profit after tax is ' 1.80 Crores.
Excel Bio-Resources Ltd. (EBRL) is a Company formed for carrying on the
business of processing all kinds of waste including but not limited to municipal solid
waste, urban waste, domestic waste, industrial waste, food processing waste etc and
manufacturing of Chemicals as job work for Excel industries Limited. The turnover for the
year 2024-25 was ' 0.80 Crores. The Company made a loss of ' 0.14 Crores after taxation.
Excel Rajkot C&D Waste Recycling Private Limited (Excel Rajkot
C&D) plant is now receiving and processing C&D waste, converting it into
aggregates. Our Rajkot facility is equipped with a BIS-compliance laboratory. We have also
installed a paver block manufacturing machine, developed a paver block recipe, and have
commenced production. The Company made a loss of ' 0.80 Crores after taxation during the
year 2024-25.
Mobitrash Recycle Ventures Pvt Ltd (MRVPL) is a Company involved in
recycling of all kinds of waste and scrap and providing EPR (Extended Producer
Responsibility) solutions. The turnover of the Company for the year 2024-25 is ' 4.18
Crores and the Company suffered a loss of ' 1.13 Crores.
First Energy 7 Pvt Ltd. (FE7PL) is a special purpose company formed to
develop, construct, operate and maintain renewable energy based power plant. In view of
the requirements of the Electricity Act and corresponding Rules, the Company has acquired
28.83 percent of equity share capital of FE7PL to source part of its electricity
requirements from electricity generated by FE7PL. As per provisions of section 2 (6) of
the Companies Act, 2013, FE7PL is an associate of the Company. However, as per provisions
of Accounting Standard 28, accounts of FE7PL is not required to be included in the
consolidated financial statements of the Company for the year 2024-25. The profit after
tax of FE7PL is ' 0.40 Crores for the year 2024-25.
The contribution of the aforesaid subsidiaries and associate company to
the overall performance of the Company is to the extent as provided in the consolidated
financial statements of the Company.
The Policy for determining material subsidiaries as approved by the
Board may be accessed on the Company's website at the link
https://www.excelind.co.in/policies/
NUMBER OF MEETINGS OF THE BOARD
During the FY 2024-25, six meetings of the Board of Directors were
held, details of the meetings held are provided in the Corporate Governance Report forming
part of this Annual Report.
DIRECTORS
APPOINTMENTS AND RESIGNATIONS OF DIRECTORS
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Dinesh Bhagat, Nominee Director of the Company, will
retire by rotation at the ensuing Annual General Meeting of the Company and, being
eligible, offers himself for re-appointment.
Mr. Dipesh Shroff, Non-Executive Non-Independent Director, resigned
from Directorship w.e.f close of business hours of 12th August, 2024, due to his
pre-occupation and other personal commitments.
Mr. Atul Shroff, Non-Executive Non-Independent Director ceased to be
the Director of the Company due to his demise on 08th October, 2024.
The second term of the Independent Directors viz. Mr. H. N. Motiwalla,
Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. M. B. Parekh, Mr. S. S. Vaidya and Mr. R. M.
Pandia, expired on 12th August, 2024. The aforesaid independent directors ceased to be the
Directors with effect from 13th August, 2024.
Further, Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Varma and
Mr. Vihang Virkar were appointed as independent directors for the first term of five years
with effect from 13th August, 2024, to fill the vacancy created due to completion of 2nd
term of independent directors mentioned in the aforesaid para.
The brief resume of the Director to be re-appointed at this AGM and
other related information are provided in Annexure I to the Notice of the Annual General
Meeting.
KEY MANAGERIAL PERSONNEL
Mr. Ashwin C. Shroff, Executive Chairman, Mr. Ravi A. Shroff, Managing
Director, Mr. Hrishit A. Shroff, Executive Director, Mr. Pradeep Ghattu, President and
COO, Mr. Devendra Dosi, Chief Financial Officer and Mr. Surendra Singhvi, Company
Secretary are the key managerial personnel (KMP) of the Company.
Mr. Pradeep Ghattu, President and COO was designated as KMP with effect
from 27th March, 2025.
Mr. N. R. Kannan, CEO and KMP, resigned from the services of the
Company w.e.f 30th June, 2024.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits set out in the said rules and
disclosures relating to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are set out in Annexure I, forming part of this
Report.
INDEPENDENT DIRECTOR
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed both
under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria
for performance evaluation of Independent Directors which, inter-alia, includes
preparedness for and attendance at the meetings, understanding of Company's operations and
business, and contribution at Board Meetings.
(iii) Details of Familiarization Programme
The Directors are apprised with of their roles and responsibilities and
business of the Company at the time of joining. Further, they are regularly updated with
the regulatory changes and business development at the Board Meetings. The details of
program for familiarization of Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters are put up on the website of
the Company at the link https://www.excelind.co.in/programmes
EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee has formulated a Nomination
and Remuneration Policy which lays down the criteria and manner of Performance Evaluation
of the Board as a whole, its Committees and individual Directors. The Nomination and
Remuneration Policy of the Company as approved by the Board may be accessed on the
Company's website at the link https://www.excelind.co.in/policies.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual
evaluation of the performance of the Board, its Committees and of individual directors.
The Board as a whole is evaluated inter-alia on its ability to
effectively guide and advise the management in the business affairs, to help management in
formulating operational and strategic plans and to take decisions in the best interest of
the organization. The Committees of the Board are evaluated on their ability to address
effectively the matters delegated to them in the charter and the quality of the
recommendations they make to the Board for taking appropriate decisions.
The evaluation of each of the director was done, inter-alia, on the
basis of his advisory role and contribution in the decision making, understanding of
Company's business and risks and on the basis of the overall directions and guidance
provided to the senior executives.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the year were at
arm's length basis and in the ordinary course of business. There was no material related
party transaction during the year, therefore Form AOC - 2 is not provided.
All Related Party Transactions are placed before the Audit Committee
for approval. Omnibus approval is obtained on a yearly basis for transactions which are of
repetitive nature and are anticipated to be entered during the year. Transactions entered
into pursuant to omnibus approval are placed before the Audit Committee for review on a
quarterly basis. All related party transactions during the year are mentioned in the Notes
to the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of the
Promoter group and holds 42.63% of the share capital of the Company. In pursuance to
regulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements)
Regulations, 2015, the transactions with Anshul Specialty Molecules Pvt Ltd are provided
in Notes to Financial Statements. The Related Party Transaction Policy of the Company as
approved by the Board may be accessed on the Company's website at the link
https://www.excelind.co.in/consolidated-related-party-transactions
Non-Executive Directors including Independent Directors are not
considered as Key Managerial Personnel (KMP) of the Company in view of the definition of
KMP under Section 203 of the Companies Act, 2013. However, under Indian Accounting
Standard (Ind AS) 24, Non-Executive Directors including Independent Directors of the
Company are considered as KMP, hence it is accordingly mentioned in the Notes to the
Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR THE
DIRECTORS AND EMPLOYEES
Your Company believes in promoting a fair, transparent, ethical and
professional work environment. The Board of Directors of the Company pursuant to the
provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, has framed 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://excelind.co.in/policies
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment
and remuneration of the directors, key managerial personnel (KMP) and senior management
personnel. The appointment and remuneration of the directors, key managerial personnel
(KMP) and senior management personnel is approved by the Board on the recommendation of
Nomination and Remuneration Committee.
The key objectives of the Policy are to lay down the criteria for
appointment and remuneration of Directors, Key Managerial Personnel and Executives at
Senior Management level and formulate the criteria and manner of effective evaluation of
performance of the Board, its Committees and individual directors and review its
implementation and compliance.
The Policy, inter-alia, includes criteria for determining
qualifications, positive attributes, independence of a director, and expertise and
experience required for appointment of Directors, KMP and Senior Management.
As per the Policy, the remuneration/ compensation to whole time
Directors and senior management shall be recommended by the Nomination and Remuneration
Committee to the Board for its approval. However, the remuneration / compensation to
whole-time Directors shall be subject to the approval of the shareholders of the Company
and will be in accordance with Section 197 of the Companies Act, 2013 read with Schedule V
to the Act. Further, the Non-Executive Directors shall be entitled to fees for attending
meetings of Board and Committees and commission within the overall limit prescribed in the
Companies Act, 2013 and as approved by the shareholders of the Company. Commission to the
Non-Executive Directors is approved by the Board.
The Nomination and Remuneration Policy is available on the Company's
website at https://excelind.co.in/policies CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that the industry owes duty of welfare to
the society at large and it shall pursue the commitment of Social Responsibility and carry
out the social work directly and/ or through other registered voluntary organizations.
The Company's policy on Corporate Social Responsibility states various
CSR activities that the Company could undertake to discharge its responsibilities towards
the society. The Company's Policy on Corporate Social Responsibility can be accessed at
https://excelind.co.in/policies
In the FY 2024-25, the Company has undertaken various CSR activities at
Roha, Lote, Mandvi and Mumbai. The CSR activities include Conservation of Natural
Resources, Rural Development, Agriculture support, community infrastructure, animal
welfare, women empowerment, Promotion of Education, Preventive Health Care, and ensuring
Environmental Sustainability.
For the year ended 31st March, 2025, the Company has spent ' 224.19
lacs including set off of ' 1.82 lacs carried forward from the previous financial years,
on aforesaid CSR activities directly or through other registered not-for-profit
organizations like Vivekanand Research & Training Institute, etc.
Details on CSR spending as required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are set out in Annexure II, forming part
of this Report.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORTING
(BRSR)
SEBI vide its notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May,
2021 has mandated submission of a BRSR for top thousand listed companies based on market
capitalization. The Company does not fall in the list of top thousand listed companies as
on 31st March, 2025. However, the Company continues to publish its BRSR, which forms part
of this Annual Report, as per Regulation 34 of the Listing Regulations.
The BRSR envisages Company's endeavor to perform its operations in line
with the principles as laid down in the 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
four Members including two independent Directors, the Managing Director and the President
and Chief Operating Officer.
On the recommendation of the Risk Management Committee, the Board has
approved a Risk Management Policy. Your Company recognizes that risk is an integral part
of business process and is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses the current and future risks existing in the
internal and external environment and initiates actions to mitigate them. The Company has
formulated a detailed risk management policy. The policy is available on the website of
the Company and can be accessed at https://excelind.co.in/policies
Your Company, through its risk management process, strives to mitigate
the impact and likelihood of the risks within the risk taking ability as agreed from time
to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may pose challenges are set out
in the Management Discussion and Analysis which forms part of this Report.
AUDIT COMMITTEE
The Audit Committee of Directors as on 31st March, 2025 comprised of
Mr. Rajesh Varma (Chairman of the Committee), Mr. Ninad Gupte, Mr. Vihang Virkar and Mr.
Ravi A Shroff. All the recommendations made by the Audit Committee during the year were
accepted by the Board of Directors of the Company. The terms of reference and other
details of the Audit Committee are available in the Corporate Governance Report forming
part of this Annual Report.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
At the 61st Annual General Meeting of the Company held on 23rd
September, 2022, the members of the Company re-appointed Price Water House, Chartered
Accountants, LLP (Registration No. 012754N/N500016), as the Auditors of the Company for a
second term of 5(five) consecutive years from the conclusion of the 61st annual general
meeting until the conclusion of the 66th annual general meeting.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
The Auditors' Report on the Financial Statements for the year ended
31st March, 2025 does not contain any qualification, reservation, adverse remark or
disclaimer and notes thereto are self-explanatory and do not require any explanations.
SECRETARIAL AUDITOR
The Board appointed Mr. Prashant Diwan, Practising Company Secretary as
the Secretarial Auditor of the Company for the year 2024-25 to conduct Secretarial Audit
of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan
for the financial year ended 31st March 2025 is attached with this Report as Annexure
III.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A,
36 and all other applicable provisions, if any, and read with the Companies (Meetings of
Board and its Powers) Rules, 2014, (including any statutory modification(s) or
re-enactment thereof for the time being in force), The Board of Directors of the Company
has, based on the recommendation of the Audit Committee, at its meeting held on 27th
March, 2025, proposed the appointment of M/s P. Diwan & Associates, Company
Secretaries, (Firm Registration No. P2015MH041400), as Secretarial Auditors of the Company
for a term of five consecutive years commencing from 01st April, 2025 till 31st March,
2030, subject to their continuity of fulfillment of the applicable eligibility
requirements , at such remuneration, as may be mutually agreed between the Board of
Directors of the Company and the Secretarial Auditors.
The Ordinary Resolution for the appointment of M/s P. Diwan &
Associates, Company Secretaries, as the Secretarial Auditors of the Company is set out at
Item No. 4 of the Notice for approval by the members.
COST AUDITORS
As per the requirements of Section 148 of the Companies Act read with
the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain
cost records. Accordingly, the cost accounts and records have been prepared and maintained
relating to applicable products.
The Board of Directors at its meeting held on 24th May, 2024 had
appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Cost
Accountants, as the Cost Auditors of the Company for the financial year 2024-25 to conduct
cost audit of all the applicable products of the Company. The Cost Audit Report for the
year ended 31st March, 2024, which was required to be filed with the Ministry of Corporate
Affairs on or before 27.09.2024, was filed on 23.08.2024.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors have not reported any
instance of fraud committed in the Company by its Officers or Employees to the Audit
Committee under section 143(12) of the Companies Act, 2013.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION
AND ANALYSIS
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by SEBI. Your
Company continues to follow the principles of good Corporate Governance and the Board of
Directors lays strong emphasis on transparency, accountability and integrity. Your Company
has complied with all the mandatory requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and
Corporate Governance Report together with Auditors' Certificate thereon form part of this
Report.
ANNUAL RETURN
Pursuant to provisions of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the Company's website at https://www.excelind.co.in/annual-returns
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy and technology absorption and
foreign exchange earnings and outgo as required under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is set out in Annexure IV,
forming part of this Report
MATERIAL ORDERS PASSED BY THE REGULATORY
AUTHORITIES OR COURT
There is no significant material order passed by the regulators /
courts / tribunals which can impact the going concern status of the Company and its future
operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate systems of internal financial controls to
safeguard and protect its assets from unauthorized use or misappropriation. All the
financial transactions are properly authorized, recorded and reported to the Management.
The Company follows all the applicable Accounting Standards for proper maintenance of
books of accounts for financial reporting.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been
duly followed by the Company. The Secretarial Auditor in his Secretarial Audit report
confirms the same.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st March, 2025, the
Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(f) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
EXPLANATION OR COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
The reports of Statutory Auditors and Secretarial Auditors are free
from any qualification, reservation or adverse remark or disclaimer. PREVENTION OF
SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has formulated a Policy for Prevention of Sexual Harassment
at Workplace. All individuals who are at the Company's premises, irrespective whether
employees of the Company or outsiders are covered under this Policy. The Company has
constituted an Internal Complaints committee to consider and resolve sexual harassment
complaints lodged with the Committee. The constitution of the Committee is as per the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed off during the year- Nil
(c) number of cases pending for more than ninety days- Nil
INSOLVENCY AND BANKRUPTCY CODE
The requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year is not applicable.
MATERNITY BENEFITS ACT, 1961
The Company has complied with the provisions relating to the Maternity
Benefit Act, 1961 and the Rules made there under - The details of the Compliances are as
follows:
No of women who have claimed maternity benefit u/s 6 : 1
No. of women who were paid maternity benefits for actual
birth/miscarriage leave benefit: 1
No. of women who were paid maternity benefits u/s 7 : 0
Total amount of maternity benefit paid : 103253/- (22 days in FY
2024-25)
Amount of medical benefit paid : 3500/-
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation
received from the Shareholders, Government Authorities, Bankers, Investors, Customers and
Suppliers.
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For and on behalf of the Board of Directors |
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Ashwin C. Shroff |
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Executive Chairman |
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DIN: 00019952 |
Date: 14th May, 2025 |
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Place: Mumbai |
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