Your Directors have pleasure in presenting their 15 Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
1. FINANCIAL HIGHLIGHTS
(Rs. in '000)
|Particulars ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Total Revenue ||306874.84 ||399282.87 |
|Pro t before Interest Depreciation & Tax ||13563.13 ||18366.38 |
|Less: Interest ||6961.00 ||9285.28 |
|Less: Depreciation ||2682.28 ||3287.84 |
|Pro t/ (Loss) Before Tax ||3919.85 ||5793.26 |
|Less: Tax Expenses || || |
|1. Current Tax ||1017.60 ||1955.41 |
|2. Deferred Tax ||225.30 ||(29.11) |
|Net Pro t/ (Loss) for the year ||2676.94 ||3866.96 |
|Add: Amount brought forward from Last Year ||657667.92 ||653800.96 |
|Appropriations: || || |
|Less: retained earnings on Disposal of xed asset ||0.00 ||0.00 |
|Proposed Dividend ||Nil ||Nil |
|Tax on Proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Balance carried forward to Balance Sheet ||660344.86 ||657667.92 |
To retain the pro t for the future business plan of the Company the management thoughtit prudent not to declare dividend on equity shares of the Company.
It is not proposed to transfer any amount to reserves out of the pro ts earned duringnancial year 2016-2017
4. DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'SAFFAIR
During the year under review the Company has earned Total Revenue of Rs. 306874.84(000) as against of Rs. 399282.87 (000) in the previous year.
The Net pro t for the current year is Rs. 2676.94 (000) in the current year asagainst Rs. 3866.96 (000) in the previous year.
5. NATURE OF BUSINESS:
The Company is engaged in Infra Activities IT & BPO activities & generaltrading activities.
6. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the Business of the Company for the nancial year2016-2017.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the nancial position of theCompany which have occurred between the end of the nancial year of the Company to whichthe nancial statements relate and date of the Report.
8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No signi cant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future.
9. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal nancial controls with reference to nancialstatements. During the year no reportable material weakness in the design or operationswere observed.
As on 31st March 2017 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.
The Consolidated Financial Statements of the Company for the year 2017 are prepared incompliance with the applicable provisions of the Companies Act 2013 and as stipulatedunder Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The audited consolidated nancial statements together with the Auditors' Reportthereon form part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act 2013 a Statement containing salientfeatures of the nancial statements of the Subsidiary Company in the prescribed Form AOC-1is appended as Annexure I to this report.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the FinancialStatements of the subsidiary company are kept for inspection by the Members at theRegistered Of ce of the Company. The Company shall provide free of cost a copy of thenancial statements of its subsidiary companies to the Members upon their request. Thestatements are also available on the website of the Company at www.excel-infoways.com.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. No amounts were outstanding which were classi ed as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.
12. STATUTORY AUDITORS
M/s. S. G. Kabra & Co Chartered Accountants Statutory Auditors of the Companywould retire on the conclusion of this Annual General Meeting on completion of their termof appointment. Since as per Companies Act 2013 M/s. S. G. Kabra & Co CharteredAccountants are not eligible for re-appointment as Statutory Auditors of the Company. TheBoard of Directors on recommendation of the Audit Committee recommended appointment ofM/s. R. Soni & Co. Chartered Accountant (Firm Registration No 130349W) as statutoryauditors of the Company in place of the retiring Auditors M/s. S.G. Kabra & Co. tohold of ce from conclusion of this i.e. 15th Annual General Meeting until the conclusionof 20th Annual General Meeting to be held in the year 2022. The Consent letter andEligibility Certi cate from the said rm has been received to the effect that theirappointment as statutory auditor of the Company if appointed at ensuing Annual GeneralMeeting would be according to the terms and conditions prescribed under section 139 of theCompanies Act and Rules framed thereunder.
A resolution seeking their appointments forms part of the Notice convening the 15thAnnual General Meeting and the same is recommended for your consideration and approval.
13. AUDITORS' REPORT
The notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further comments.
14. SHARE CAPITAL
The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the bene t of employees during the nancial year 2016-2017
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the bene t of employees during the nancial year 2016-2017.
15. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the annual return in Form No. MGT 9 asrequired under section 92 of the Companies Act 2013 is marked as Annexure II which isannexed hereto and forms part of the Board's report.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A) Energy conservation &Technology Absorption
The operations of your Company are not energy intensive. Adequate measures havehowever been taken to reduce energy consumption wherever possible. As energy costs forma very small part of the cost the impact on cost is not material. Your Company isprimarily involved in providing services which do not result in signi cant consumption ofpower and energy hence energy conservation measures are not very relevant.
There is no usage of any particular technology or process. Hence the question oftechnology absorption does not arise. The Company has not imported any technology for itsdevelopment work. The information in connection with technology absorption is NIL.
B) Foreign exchange earnings and Outgo:
The foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 areprovided as follows:
(Amount in '000)
|a. Total foreign exchange earned ||13187.96 |
|b. Total foreign exchange outgo ||137.15 |
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to the Company.
18. DIRECTORS AND KEY MANAGERIAL PERSONAL:
A) Changes in Directors and Key Managerial Personnel
The Board of Directors re-appointed Mr. Lakhmendra Khurana as Managing Director for aterm of 5 years and Mr. Arpit Khurana as Executive Director for a term of 3 years witheffect from April 1 2017 and August 11 2017 respectively. The said re-appointments hasbeen approved by Nomination and Remuneration Committee.
B) Directors coming up for retirement by rotation
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company
Mrs. Ranjana Khurana Director retires by rotation and being eligible offer hercandidature for re-appointment as Director.
C) Declaration by an Independent Director(s) and re- appointment if any
The Company has received declarations from all the independent directors of the Companycon rming that they meet with the criteria of independence as prescribed under both sub-section (6) of section 149 of the Companies Act 2013 and regulation 16(b) of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
D) Formal Annual Evaluation
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Board ofDirectors on recommendation of the Nomination and Remuneration Committee have evaluatedthe effectiveness of the Board/ Director(s) for the nancial year 2016-2017.
E) Familiarization Program for the Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. Details of the Familiarization Programme areexplained in the Corporate Governance Report and are also available on the Company'swebsite at http://www.excel-infoways.com
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 times during the nancial year ended March 31 2017 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.Additionally during the nancial year ended March 31 2017 a separate meeting of theIndependent Directors was held in compliance with the requirements of the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. Forfurther information please refer Report on Corporate Governance under the head Board ofDirectors.
20. AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. Kindly refer to the section on Corporate Governance under thehead 'Audit Committee' for matters relating to constitution meetings and functions ofthe Committee.
21. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
The Company has in place adequate internal nancial controls commensurate with the sizescale and complexity of its operations. During the year such controls were tested and noreportable material weakness in the design or operations were observed. The Company haspolicies and procedures for ensuring the orderly and ef cient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable nancial information.
22. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS
Pursuant to the noti cation issued by The Ministry of Corporate Affairs dated February16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 the Companywill adopt "IND AS" with effect from April 01 2017 with the comparatives forthe periods ending March 31 2017.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a vigil mechanism to report concerns about unethical behavioractual/suspected frauds and violation of Company's Code of Conduct and/or Ethics Policy.The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can bemade through an email or telephone or through a letter. The Audit Committee of the Boardoversees the functioning of the vigil mechanism. The Policy has been disclosed on theCompany's website www.excel-infoways.com.
24. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of sub-section (3) of Section 178 of the Companies Act 2013. Kindly refersection on Corporate Governance under the head 'Nomination & Remuneration Committee'for matters relating to constitution meetings and functions of the Committee. TheCompany's Policy on appointment and remuneration of Directors and Key Managerial Personnelunder Section 178(3) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is appended as Annexure III to this report andalso been disclosed on the Company website www.excel-infoways.com.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of Loans and Investment made by the Company to other Corporates or personsare given in notes to the Financial Statements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the transactions/contracts/arrangements entered by the Company during the yearunder review with related party (/ies) are in the ordinary course of business and on arms'length basis. As the transactions entered do not fall under Section 188(1) of theCompanies Act 2013 and there are no material related Party transactions which may conict the interest of the Company hence Form AOC-2 is not required to be furnished. Thecompany has formulated a policy on dealing with Related Party Transactions which can beaccessed on the Company's website www.excel-infoways.com.
27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The disclosure required to be furnished pursuant to section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure IV to this Report.
The particulars of employees required to be furnished pursuant to Section 197(12) readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Annual Report. However as per the provisions of Section136(1) of the Act reports and accounts are being sent to all members of your Companyexcluding the statement of particulars of employees pursuant to Section 197(12) read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Any Member interested in obtaining a copy may write to the
Company Secretary at the Registered Of ce of your Company. However the said informationis available for inspection at the Registered Of ce of the Company before 21 days of theensuing Annual General Meeting during business hours on working days.
28. SECRETARIAL AUDIT REPORT
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s. Kothari H. & Associates Practicing Company Secretaries to conductthe Secretarial Audit for the nancial year 2016-2017. The report in respect of theSecretarial Audit carried out by M/s. Kothari H. & Associates Company Secretaries inForm MR-3 for the FY 2016-2017 forms part to this report as Annexure V. The said reportdoes not contain any adverse observation or quali cation requiring explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013.
29. RISK MANAGEMENT
The Company believes that managing risk helps in maximizing returns. The Company'sapproach to addressing business risk is to periodically assess risks in the internal andexternal environment along with the cost of treating risks and incorporate risk treatmentplans in strategy business and operational plans. As per Section 134(3)(n) of theCompanies Act 2013 the Board of Directors have approved the Risk Management Policy forthe Company. Some of the risks which may pose challenges are set out in ManagementDiscussions and Analysis Report which forms part of this report.
30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION
AND REDRESSAL) ACT2013
During the year under review the Company has not received any complaints on sexualharassment.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated underSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 forms part of thisAnnual Report.
32. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 forms part of this Annual Report.
33. CORPORATE GOVERNANCE CERTIFICATE
Certi cate from the Auditors of the Company M/s. S. G. Kabra & Co CharteredAccountants con rming compliance with the conditions of Corporate Governance as stipulatedunder SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is attached tothe Report on Corporate Governance.
34. UNPAID AND UNCLAIMED DIVIDENDS
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason September 2 2016 (date of last Annual General Meeting) as also on the Ministry ofCorporate Affair's website.
The last date of claiming unclaimed and unpaid dividends declared for 2009-2010 fromthe Company is October 2017.
35. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the nancial year and of thepro t and loss of the company for that period;
(c) the directors have taken proper and suf cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal nancial controls to be followed by thecompany and that such internal nancial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Board gratefully acknowledges the support given and valuable guidance rendered byall nancial institutions banks Government authorities customers vendors membersshareholders. The board also wishes to place on record their deep sense of appreciationfor the committed services by the executives staff and workers of the Company.
| ||For and on behalf of the Board of Directors |
| ||sd/- |
| ||Lakhmendra Khurana |
| ||Chairman and Managing Director |
| ||DIN: 00623015 |
|Place: Mumbai || |
|Date: May 29 2017 || |