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Excel Industries Ltd.

BSE: 500650 Sector: Industrials
NSE: EXCELINDUS ISIN Code: INE369A01029
BSE 00:00 | 17 Aug 1303.15 6.50
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1299.25

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1330.50

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NSE 00:00 | 17 Aug 1302.90 3.20
(0.25%)
OPEN

1299.70

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LOW

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OPEN 1299.25
PREVIOUS CLOSE 1296.65
VOLUME 987
52-Week high 1818.15
52-Week low 824.65
P/E 9.31
Mkt Cap.(Rs cr) 1,639
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1299.25
CLOSE 1296.65
VOLUME 987
52-Week high 1818.15
52-Week low 824.65
P/E 9.31
Mkt Cap.(Rs cr) 1,639
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Excel Industries Ltd. (EXCELINDUS) - Director Report

Company director report

To

The Members

Excel Industries Limited

Your Directors are pleased to present the 60th Annual Report on the businessaffairs of your Company together with the Audited Financial Statements for the year ended31st March 2021 including the Auditors Report thereon.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

Rs./Crores

2020-21

2019-20

Revenue from Operations 749.47 702.48
Profit before Tax before exceptional item 99.70 112.21
Provision for Taxation:
- Current Tax 21.62 26.27
- Deferred Tax 7.89 (29.51) (7.53) (18.74)
Profit After Tax 70.19 93.47
Other Comprehensive Income 44.51 (39.25)
Total Comprehensive Income 114.70 54.22

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have recommended a dividend of Rs.11.25 (225%) per equity share of FaceValue of Rs.5 each as against the dividend of Rs.10.00 (200%) paid for the previousfinancial year 2019-20. The dividend payout is subject to the approval of the members atthe ensuing Annual General Meeting.

The Board has formulated a dividend distribution policy in pursuance to amendment toregulation 43A of the SEBI Listing regulations vide its notification no.SEBI/LAD-NrO/Gn/2021/22 dated 5th May 2021. The dividend distribution policyof the Company lays down the parameters that the Board will consider for recommendation ofdividend from time to time. The policy is available on the website of the Company and canbe accessed at https://www.excelind.co.in/companyPolicies.html.

AMOUNT TRANSFERRED TO GENERAL RESERVE

Your Company has transferred Rs.50 crores to the General Reserve for the financial year2020-21.

PERFORMANCE REVIEW

During the year under review the net revenue from operations increased by 7% fromRs.702.48 crores to Rs.749.47 crores mainly due to volume increase on account of additionof new manufacturing site at Visakhapatnam. Company's profit before tax declined by 11%from Rs.112.21 crores to Rs.99.70 crores largely on account of change in product mix andmarket mix. Consequently net profit after tax for the year decreased by 25% from Rs.93.47crores to Rs.70.19 crores due to fall in contribution from sales and higher incidence ofincome tax.

The reserves excluding revaluation reserves as on 31.03.2021 are at Rs.709.57 crores.

During the year CRISIL Limited reviewed and reaffirmed the Credit Rating of theCompany as "A+/Stable" for Long Term bank loan facilities and "A1" forShort Term bank loan facilities.

COVID-19 PANDEMIC AND ITS IMPACT

The Company has successfully handled the effect of the Covid-19 pandemic. YourCompany's products fall under the ambit of essential goods therefore the operations ofthe Company continued with limited impact during lockdown.

The Company has been strictly following the guidelines issued by the local state andcentral governments and took all possible efforts to protect the health and well-being ofits employees and ensured minimum disruption to its customers. The Company also has beenfocusing on vaccination drive for all its employees and their family member to immunizethe employees from the COVID-19 impact.

Company's continuous focus on working capital management and Cash Flow management hasstood it in good stead during the Covid-19 pandemic situation. The Company's Managementhas carried out a detailed assessment of the impact of COVID-19 on its business operationsand is of the opinion that there would not be any significant impact of COVID-19 on itsbusiness operations. However the Company will continue to monitor the future developmentsand design its response appropriately.

MODERNIZATION/EXPANSION

Manufacturing asset preservation has been an ongoing priority for your company. Some ofthe old assets were modernized to extend their life and capabilities. Roha plantintroduced automation in their agro intermediate plant in order to improve safety andproductivity. Additionally Lote plant further fine-tuned Solvent Recovery system toimprove recovery of various solvents used in the manufacturing. This will also help theCompany to save operating costs.

Aligned to market demands both Roha and Lote Sites upgraded their productioncapabilities for specific products. Company's existing ERP system was extended to thenewly acquired Site at Visakhapatnam. Activities of Visakhapatnam site is now gettingintegrated on a real time basis with rest of the Company's activity.

ENVIRONMENT HEALTH AND SAFETY

Due to ongoing COVID-19 pandemic the Company enhanced its focus on employee care andprevention of infection at workplace. Under the guidance of the Factory Medical Officereach site instituted rigorous protocols for enabling COVID appropriate behavior. Regularawareness program was provided to the employees and their families across all locations asto how to manage and survive the pandemic. In addition to these telemedicine supporthealth camps testing provision of masks & sanitizers were all arranged to ensurethat workplace does not become a hotspot for transmission of infection.

On the Environment front Roha site obtained Environment Clearance for Expansion. Thiswas to support future growth initiatives and expansion of select existing products andaddition of certain new products. The newly acquired Visakhapatnam site was able to getall regulatory approvals re-issued in Excel's name completing the transfer process. WhileLote and Visakhapatnam improved their operating efficiency of Zero Liquid Discharge (ZLD)facilities Roha site too completed up-gradation of its waste water treatment system.

Roha site has received a Certificate of Appreciation from National Safety Council:India for appreciable achievement in occupational safety and health. Similarly aCertificate of Merit was received from National Safety Council: Maharashtra Chapter forachieving and maintaining zero accident frequency rate. This year the Company received theICC award for Excellence in Management of Environment and also received the certificate ofmerit for the best compliant company for Product Safety and Stewardship code underResponsible Care.

All the Sites continued to operate complying to high standards of Safety. Regulartraining to employees audits and monitoring of key safety parameters helped to keep theworkplace free from incidents and accidents. There was no major reportable accident duringthe year under review.

QUALITY

Our Lote unit has been audited by WHO-GMP team and the certificate is awaited any time.Our Quality Control laboratory at Roha installed four new fume chambers for conductingperformance trials of various products as per customers' requirements.

RESEARCH & DEVELOPMENT

The Company has been a pioneer in developing products and processes in house. Thecurrent portfolio of products that are manufactured were totally developed in Company'sown R&D Lab. In addition to new process & product development the R&D teamalso focusses on continuous improvements of process efficiency improvement in quality andreduction in cycle time.

The R&D teams operate from both Roha & Lote sites in addition to the centralR&D team at Mumbai. The team at Mumbai focusses primarily on development of newprocesses and technologies while the site R&D team focusses on improvements inexisting processes in addition to scale up. Presently the R&D teams are engaged indeveloping a range of products for future launch. Different chemistries and technologiesare being evaluated for commercialization of products. In line with future requirementsthe R&D Set up at Mumbai is also being strengthened. A standalone new location for theMumbai lab is finalized and required infrastructure is being added which will serve asthe fountainhead for all new product launches.

INSURANCE

The Company continues to carry adequate insurance cover for all its assets againstperils like fire flood earthquake etc. The Company continues to maintain Loss of Profit(Fire and allied perils) Policy and the Liability Insurance Policy as per the provisionsof Public Liability Insurance Act. The Company has also taken a Directors and Officers'Responsibility Policy. All the employees of the Company are insured against the COVIDdisease.

HUMAN RESOURCES

Last financial year was the year of the pandemic. During this period the Companyformed a task force to design and implement safe practices across the company to avoidworkplace infection. SOPs were drafted in multiple languages employees were trainedvigorously with the whole implementation being monitored by task force members in order toensure high order of compliance. The Company distributed vitamin tablets and medicines andsupported people with 24X7 telemedicine facility from Apollo Hospital.

Other Hospitals tie ups were done to support employees and their families. The Companydistributed masks and sanitizers for employees and families and in surrounding villagesand Gram Panchayats. The focus of all these efforts enhanced employee care especially inthe context of COVID-19 infection.

Employees operating from Mumbai office worked from home initially. All team memberswere supported with necessary IT infrastructure and connectivity at their homes. The teamscollaborated well on various virtual platforms. Weekly meetings between sites andfunctions ensured good coordination thereby resulting in sharper customer focus.

Even during the year of Pandemic the Company ensured that employees' salaries werepaid on time every month. Employees realizing the magnitude of business challenges facedtruly rose up to the occasion in the second half of the year to delivery an encouragingperformance in all functions thereby making up for the lost opportunities in the firsthalf.

The labour relations across sites continued to be good and jointly many initiativeswere undertaken. Wage agreement for Roha Site was amicably signed during lockdown period.

The focus of HR team was to continue to maintain the employee connect and engagement.The Company conducted many webinars and virtual trainings focusing on employees' wellbeingwhile working from home. Programs on health nutrition yoga technical subjects SafetyIT Finance etc. were regularly conducted.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report. Also therehas 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 1stApril 2014.

(b) There are no existing deposits from the public and the shareholders of the Companyat the end of the FY 2020-21.

Total 13 Deposit holders did not claim their deposits after the date on which thedeposits became due for payment. The amount due on such deposits and remaining unclaimedas on 31st March 2021 was Rs.532600/-.

(c) There has been no default in repayment of deposits or payment of interest thereonduring the year under review.

(d) All unclaimed deposits of the Company are in compliance with the requirements ofChapter V of the Act.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans guarantees or investments made by the Company during the financial year2020-21 are provided in Notes to Standalone Financial Statements.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has two subsidiaries namely Kamaljyot Investments Limited and Excel BioResources Limited. Also the Company has one Associate company namely MobiTrash RecycleVentures Private Limited.

The salient features of the financial statements of the subsidiaries and the associatecompany as required under section 129 (3) of the Companies Act 2013 are furnished in theannexures forming part of the financial statements.

The Policy for determining material subsidiaries as approved by the Board may beaccessed on the Company's website at the link http://excelind.co.in/companyPolicies.html.

The financial statements of the subsidiary companies are not attached with this AnnualReport. However the Company will make available the annual accounts of the subsidiarycompanies and the related detailed information to any member of the Company who may beinterested in obtaining the same in accordance with section 136 of the Companies Act2013. The annual accounts of the subsidiary companies will also be kept open forinspection at the Registered Office of the Company and are also available on the Company'swebsite: http://excelind.co.in/annualReports.html. The Consolidated Financial Statementspresented by the Company include the financial results of its subsidiary companies.

During the year there was no addition of subsidiaries associate companies or jointventures of the Company neither any of the subsidiaries or associate company ceased to beso.

Kamaljyot Investments Limited is an Investment Company registered under the provisionsof RBI Act as a NBFC. The turnover for the year 2020-21 was Rs.57.41 lakhs and Profitafter tax was Rs.20.44 lakhs.

Excel Bio-Resources Ltd. is a Company formed for carrying on the business of processingall kinds of waste including but not limited to municipal solid waste urban wastedomestic waste industrial waste food processing waste etc. The turnover for the year2020-21 was Rs.9.09 lakhs and profit after taxation was Rs.2.42 lakhs.

Mobitrash Recycle Ventures Pvt Ltd is a Company involved in recycling of all kinds ofwaste and scrap. The turnover of the Company for the year 2020-21 is Rs.170.60 lakhs andloss incurred is Rs.18.98 lakhs.

The contribution of the aforesaid subsidiaries and associate company to the overallperformance of the Company is to the extent as provided in the consolidated financialstatements of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2020-21 six meetings of the Board of Directors were held; details of themeetings held are provided in the Corporate Governance Report forming part of this AnnualReport.

DIRECTORS

APPOINTMENTS AND RESIGNATIONS OF DIRECTORS

In accordance with the provisions of the Act and Articles of Association of theCompany Mr. Hrishit A. Shroff Executive Director of the Company will retire by rotationat the ensuing Annual General Meeting of the Company and being eligible offers himselffor re-appointment.

The brief resume and other related information of Mr. Hrishit A. Shroff are provided inAnnexure-I to the Notice of this 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. N.R. Kannan Chief Executive Officer Mr.Devendra Dosi Chief Financial Officer and Mr. Surendra Singhvi Company Secretary are thekey managerial personnel of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names of top ten employees and their other particularsrelating to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies 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 performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company's operations and business andcontribution at Board Meetings.

(iii) Details of Familiarization Programme

The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link http://excelind.co.in/companyPolicies.html

EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee has formulated a Nomination and RemunerationPolicy which lays down the criteria and manner of Performance Evaluation of the Board as awhole its Committees and individual Directors. The Nomination and Remuneration Policy ofthe Company as approved by the Board may be accessed on the Company's website at the linkhttp:// excelind.co.in/companyPolicies.html.

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out a formal annual evaluation ofthe performance of the Board its Committees and of individual directors.

The Board as a whole is evaluated inter-alia on its ability to effectively supervisethe functioning of the management to discuss on operational and strategic issues to takedecisions in the best interest of the organization. The Committees of the Board areevaluated on their ability to address effectively the matters delegated to them in thecharter the ability to report to the Board the broad areas of concern appropriately andsatisfactorily.

The evaluation of each of the directors was done inter-alia on the basis of hisadvisory role and contribution in the decision making understanding of Company's businessand risks and on the basis of the overall directions and guidance provided to the seniorexecutives and supervision over their performance.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the year were on arm's lengthbasis and there were no material related party transactions during the year thereforeForm 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 repetitivenature and are anticipated to be entered during the year. Transactions entered intopursuant to omnibus approval are placed before the Audit Committee for review on aquarterly basis. All related party transactions during the year are mentioned in the Notesto the Financial Statements. Anshul Specialty Molecules Pvt. Ltd. is a part of thePromoter group and holds 42.63% of the share capital of the Company. In pursuance toregulation 2A of Schedule V of the SEBI (Listing Obligations and Requirements)Regulations 2015 the transactions with Anshul Specialty Molecules Pvt Ltd are providedin Notes to Financial Statements. The Related Party Transaction Policy of the Company asapproved by the Board may be accessed on the Company's website at the linkhttp://excelind.co.in/companvPolicies.html.

Non-Executive Directors including Independent Directors are not considered as KeyManagerial Personnel (KMP) of the Company in view of the definition of KMP under Section203 of the Companies Act 2013. However under Indian Accounting Standard (Ind AS) 24Non-Executive Directors including Independent Directors of the Company are considered asKMP which is reflected in Note no. 48 of 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 workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Whistle Blower Policy" for Directors andemployees of the Company for reporting their genuine concerns or grievances or cases ofactual 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 athttp://excelind.co.in/companyPolicies.html.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for the appointment andremuneration of the directors key managerial personnel (KMP) and other employeesapproved 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 andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and formulate the criteria and manner of effective evaluation of performance of theBoard its Committees and individual directors and review its implementation andcompliance.

The Policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of Directors KMP and Senior Management.

As per the Policy the remuneration/ compensation to whole time Directors and seniormanagement shall be recommended by the Nomination and Remuneration Committee to the Boardfor its approval. However the remuneration/compensation to whole-time Directors shall besubject to the approval of the shareholders of the Company and will be in accordance withSection 197 of the Companies Act 2013 read with Schedule V to the Act. Further theNon-Executive Directors shall be entitled to fees for attending meetings of Board andCommittees and also to commission within the overall limit prescribed in the CompaniesAct 2013 and as approved by the shareholders of the Company. Commission to theNon-Executive Directors is approved by the Board.

The Nomination and Remuneration Policy is available on the Company's website athttp://excelind.co.in/companvPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believes that the industry owes duty of welfare to the society atlarge and it shall pursue the commitment of Social Responsibility and carry out the socialwork directly and/ or through other registered voluntary organizations.

The Company's policy on Corporate Social Responsibility states various CSR activitiesthat the Company could undertake to discharge its responsibilities towards the society.The Company's Policy on Corporate Social Responsibility can be accessed athttp://www.excelind.co.in/companyPolicies.html

In the FY 2020-21 the Company has undertaken various CSR activities at Roha LoteVisakhapatnam and Mumbai. The CSR activities include Conservation of Natural ResourcesRural Development Promotion of Education Preventive Health Care Empowering Women andensuring Environmental Sustainability and Swachha Bharat Abhiyaan.

For the year ended 31st March 2021 the Company has spent Rs.296.31 lacs onaforesaid CSR activities directly or through other registered voluntary organizations likeVivekanand Research & Training Institute etc.

Details on CSR spending as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are set out in Annexure II forming part of thisReport.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Business ResponsibilityReport forms part of the Annual Report.

RISK MANAGEMENT

Constitution of a Risk Management Committee is mandatory for top 1000 listed companiesvide SEBI notification no. SEBI/LAD-NRO/GN/2021/22 dated 5th May 2021.

The risk management committee of your company is composed of Four Members including twoindependent Directors the Managing Director and the Chief Executive Officer of theCompany.

On the recommendation of the Risk Management Committee the Board has approved a RiskManagement Policy. Your Company recognizes that risk is an integral part of businessprocess and is committed to managing the risks in a proactive and efficient manner. YourCompany periodically assesses the current and future risks existing in the internal andexternal environment and initiate actions to mitigate them. The Company has formulated adetailed risk management policy. The policy is available on the website of the Company andcan be accessed at https://www.excelind.co.in/companyPolicies.html.

Your Company through its risk management process strives to mitigate the impact andlikelihood of the risks within the risk taking ability as agreed from time to time withthe Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of theCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of Directors comprises of Mr. H N Motiwalla (Chairman of theCommittee) Mr. P S Jhaveri Mr. R N Bhogale Mr. R. M. Pandia and Mr. Ravi A Shroff. Allthe recommendations made by the Audit Committee during the year were accepted by the Boardof Directors of the Company. The terms of reference and other details of the AuditCommittee are available in the Corporate Governance Report forming part of this AnnualReport.

AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS

At the 56th Annual General Meeting of the Company held on 03rdAugust 2017 the members of the Company had approved the appointment of Price WaterHouse Chartered Accountants LLP (Registration No. 012754N/N500016) as the Auditors ofthe Company for a term of 5(five) consecutive years from the conclusion of the 56thannual general meeting until the conclusion of the 61st annual general meeting.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

The Auditors' Report on the Financial Statements for the year ended 31stMarch 2021 does not contain any qualification reservation adverse remark or disclaimerand notes thereto are self-explanatory and do not require any explanations.

SECRETARIAL AUDITOR

The Board has appointed Mr. Prashant Diwan Practising Company Secretary as theSecretarial Auditor of the Company for the year 2020-21 to conduct Secretarial Audit ofthe Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan forthe financial year ended 31st March 2021 is attached with this Report as AnnexureIII.

The Secretarial Audit Report does not contain any qualification reservation adverseremark 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 toapplicable products.

The Board of Directors at its meeting held on 26th June 2020 had appointedM/s Kishore Bhatia & Associates (Firm Registration No. 00294) Cost Accountants asthe Cost Auditors of the Company for the financial year 2020-21 to conduct cost audit ofall the applicable products of the Company. The Cost Audit Report for the year ended 31stMarch 2020 which was required to be filed with the Ministry of Corporate Affairs on orbefore 31.12.2020 was filed on 16.10.2020.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Auditors have not reported any instance of fraudcommitted in the Company by its Officers or Employees to the Audit Committee under section143(12) of the Companies Act 2013.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Your Company continues tofollow the principles of good Corporate Governance and the Board of Directors lays strongemphasis on transparency accountability and integrity. Your Company has complied with allthe 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 Reporttogether with Auditors' Certificate thereon form part of this Report.

ANNUAL RETURN

Pursuant to provisions of the Companies Act 2013 read with the Companies (Managementand Administration) Rules 2014 the Annual Return of the Company is available on theCompany's website and can be accessed at Investor Relations section athttp://www.excelind.co.in/annual-return.html.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy and technology absorption and foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is set out in Annexure IV forming partof this Report.

MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT

There is no significant material order passed by the regulators/courts/tribunals whichcan 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 andprotect its assets from unauthorized use or misappropriation. All the financialtransactions are properly authorized recorded and reported to the Management. The Companyfollows all the applicable Accounting Standards for proper maintenance of books ofaccounts for financial reporting.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed bythe 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 auditedfinancial statements of the Company for the year ended 31st March 2021 theBoard of Directors hereby confirms that:

(a) i n the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the Company for that period;

(c) they had 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) 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 andthat such internal financial controls are adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

The reports of Statutory Auditors and Secretarial Auditors are free from anyqualification 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 theCompany or outsiders are covered under this Policy. The Company has constituted anInternal Complaints committee to consider and resolve sexual harassment complaints lodgedwith the Committee. The constitution of the Committee is as per the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

No complaint was received from any employee during FY 2020-21 and hence no complaint isoutstanding as on March 312021 for redressal.

INSOLVENCY AND BANKRUPTCY CODE

The requirement to disclose the details of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along withtheir status as at the end of the financial year is not applicable.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received fromthe Shareholders Government Authorities Bankers Investors Customers Suppliers andEmployees.

For and on behalf of the Board of Directors
Ashwin C. Shroff
Executive Chairman
Date: 13th August 2021 DIN: 00019952
Place: Mumbai

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