Your Directors have pleasure in presenting their 14thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.
1. FINANCIAL HIGHLIGHTS
| || ||(Rs. In Lacs) |
|Particulars ||For the year ended March 31 2016 ||For the year ended March 31 2015 |
|Total Revenue ||3992.83 ||2327.12 |
|Profit before Interest Depreciation & Tax ||183.66 ||190.77 |
|Less: Interest ||92.85 ||90.51 |
|Less: Depreciation ||32.88 ||47.63 |
|Profit/ (Loss) Before Tax ||57.93 ||52.63 |
|Less: Tax Expenses || || |
|1. Current Tax ||19.55 ||20.81 |
|2. Deferred Tax ||(0.29) ||(4.52) |
|Net Profit/ (Loss) for the year ||38.67 ||36.34 |
|Add: Amount brought forward from Last Year ||6538.01 ||6678.52 |
|Appropriations: || || |
|Less: retained earnings on Disposal of fixed asset ||0.00 ||176.86 |
|Proposed Dividend ||Nil ||Nil |
|Tax on Proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Balance carried forward to Balance Sheet ||6576.68 ||6538.01 |
To retain the profit for the future business plan of the Company the managementthought it prudent not to declare dividend on equity shares of the Company.
It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2015-2016.
4. DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR
During the year under review the Company has earned Total Revenue of ' 3992.83 lacs asagainst of ' 2327.12 lacs in the previous year.
The Net profit for the current year is ' 38.67 lacs as against ' 36.34 lacs in theprevious year.
5. NATURE OF BUSINESS
The Company is engaged in Infra Activity IT & BPO activities & general tradingactivities.
6. CHANGE IN THE NATURE OF BUSINESS
The Company had altered its main objects by passing a special resolution through PostalBallot on March 21 2016 and have included the business of general trading in the MainObjects of the Company.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There were no 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 date of the Report.
8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant 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 financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperations were observed.
The details performance and financial position of the Subsidiary Company included inthe consolidated financial Statement are in form AOC-1 in Annexure I to this report.
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 classified as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.
12. STATUTORY AUDITORS
Pursuant to the provision of the section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. S.G. Kabra & Co Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of the 13th Annual General Meetingof the Company held on Monday September 21 2015 till the conclusion of the AnnualGeneral Meeting for the financial year 2016-2017 of the Company subject to theratification of their appointment at every Annual General Meeting.
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 benefit of employees during the financial year 2015-2016.
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2015-2016.
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
Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. Company believes in conservation of energy and resources to helpcreate a better tomorrow.
The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipment's. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.
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 lacs) |
|a. Total foreign exchange earned ||46.48 |
|b. Total foreign exchange outgo ||1.28 |
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to the Company.
A) Changes in Directors and Key Managerial Personnel
During the year under review Mr. Ravi Prakash Sinha - Independent & Non-ExecutiveDirector had resigned with effect from October 4 2015 and Mr. Subrata Kumar Dey wasappointed as Additional Independent & Non-Executive Director with effect from November9 2015.
Further Mrs. Monika Shah had resigned as the Chief Financial Officer of the Companywith effect from May 312015 and Mr. Pramod Kokate has been appointed as Chief FinancialOfficer with effect from August 13 2015.
B) Declaration by an Independent Director(s) and re- appointment if any
The Company has received declarations from all the independent directors of the Companyconfirming 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.
C) 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 financial year 2015-2016.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 times during the financial year ended March 312016 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder.Additionally during the financial year ended March 31 2016 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 functionsof the Committee.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Vigil mechanism incorporates a whistle blower policy. All protected disclosures canbe made through an email or telephone or through a letter. The Policy has been disclosedon the Company's website www.excel-infoways.com .
22. 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 & RemunerationCommittee' for matters relating to constitution meetings and functions of the Committee.The Company's Policy on appointment and remuneration of Directors and Key ManagerialPersonnel under Section 178(3) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 is attached as in Annexure III to this report andalso been disclosed on the Company website www.excel-infoways.com .
23. 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.
24. 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 hence Form AOC-2 is not required to be furnished. The company hasformulated a policy on dealing with Related Party Transactions which can be accessed onthe Company's website www.excel-infoways.com .
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not being sent along with this Report to the Members of theCompany as per the provision of Section 136 of the Companies Act 2013. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid information is also available forinspection by Members at the Registered Office of the Company 21 days before the 14thAnnual General Meeting upto the date of the Annual General Meeting during the businesshours on working days.
26. 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 financial year 2015-2016. The report in respect of theSecretarial Audit carried out by M/s. Kothari H. & Associates Company Secretaries inForm MR-3 for the FY 2015-2016 forms part to this report as Annexure IV. The said reportdoes not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.
27. CORPORATE GOVERNANCE CERTIFICATE
Certificate from the Auditors of the Company M/s. S. G. Kabra & Co CharteredAccountants confirming compliance with the conditions of Corporate Governance asstipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 isattached to the Report on Corporate Governance.
28. 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.
29. 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.
30. 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.
31. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 forms part of this Annual Report.
32. 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 21 2015 (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.
33. 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 financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial 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 financial 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 |
|Place: Mumbai ||Chairman and Managing Director |
|Date: May 26 2016 ||DIN:00623015 |