Your Directors have pleasure in presenting their 17th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
|1. FINANCIAL HIGHLIGHTS || || |
| || ||(Rs. in 000) |
|Particulars ||For the year ended March 31 2019 ||For the year ended March 31 2018 |
|Total Revenue ||119261.71 ||204228.22 |
|Profit before Interest Depreciation & Tax ||12647.46 ||48017.14 |
|Less: Interest ||7043.06 ||6932.52 |
|Less: Depreciation ||3384.66 ||2689.04 |
|Profit/ (Loss) Before Tax ||2219.74 ||38395.58 |
|Less: Tax Expenses || || |
|1. Current Tax ||0 ||7316.28 |
|2. Deferred Tax ||14.73 ||3823.84 |
|Net Profit/ (Loss) for the year ||2204.02 ||27255.47 |
|Add: Amount brought forward from Last Year ||650624.75 ||658805.86 |
|Appropriations: || || |
|Less: retained earnings on Disposal of fixed 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 ||652828.77 ||650624.75 |
T o 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 duringfinancial year 2018-2019
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. 119261.71(000) as against of Rs. 204228.22 (000) in the previous year.
The Net profit for the current year is Rs. 2204.02 (000) as against Rs. 27255.47(000) in the previous year.
5. NA TURE 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 financial year2018-2019.
7. MA TERIAL 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 financial position of theCompany which has 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 the going concern status andthe Company's operations in future.
9. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year reportable material weakness in the design oroperations were observed.
As on 31st March 2019 the Company has only one subsidiary Company i.e. EXCEL INFO FZE.
The Consolidated Financial Statements of the Company for the year ended 31st March2019 are prepared in compliance with the applicable provisions of the Companies Act 2013and as stipulated under Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The audited consolidated financial with the Auditors'Report thereon form part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act 2013 a Statement containing salientfeatures of the financial statements of the Subsidiary Company in the prescribed FormAOC-1 is 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 Office of the Company. The Company shall provide free of cost a copy of thefinancial 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 classified as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.
12. ST ATUTORY AUDITORS
M/s. R. Soni & Co. Chartered Accountants (Firm Registration No 130349W) hadresigned wef August 16 2019. The Company at their Board Meeting held on August 26 2019had approved the appointment of M/s. Gupta Saharia & Co Chartered Accountants (FirmRegistration No 103446W) as Statutory Auditors of the Company and recommended the same forthe approval of members at the ensuing Annual General Meeting for a period of five (5)years form the conclusion of this AGM till the Conclusion of the AGM to be held in theyear 2023-2024.
Accordingly the resolution for seeking appointment forms part of the Notice conveningthe 17th Annual General Meeting and the same is recommended for your consideration
13. AUDITORS' REPORT
M/s. R. Soni & Co Statutory Auditor of the Company has audited books of account ofthe Company for the financial year ended March 31 2019 and have issued the Auditors'Report thereon.
The notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further comments.
There are no qualifications or reservation on adverse remarks or disclaimers in thesaid report
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 2018-2019
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 2018-2019.
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 and also available on the website ofthe Company. i.e. www.excel-infoways.com
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 significant 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:
|a. Total foreign exchange earned (Rs.) ||4243337 |
|b. Total foreign exchange outgo (Rs.) ||105686 |
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
During the period Mr. Ramesh Joshi Independent Non Executive Director of the Companyhad resigned w.e.f March 5 2019 and the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mr. Subir Kumar as an Additional Director(For Non-Executive & Independent Category) of the Company with effect from May 292019. In terms of Section 161 of the Act Mr. Subir Kumar holds office ensuing AnnualGeneral Meeting. The Company has received requisite notice in writing from a memberproposing the name of Mr. Subir Kumar for the office of Director. Accordingly the Boardrecommends the resolution in relation to appointment of Mr. Subir Kumar as a IndependentDirector for the approval by the members of the Company.
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 Mr. Arpit Khurana Whole Time Director of the Company retiresby rotation and being eligible offer his candidature 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 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.
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 financial year 2019.
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 financial year ended March 31 2019 inaccordance of the Companies Act 2013 and rules made thereunder. Additionally duringthefinancialyear ended March 31 2019 a separate meeting of the Independent Directors washeld in compliance with the requirements of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirement) Regulations 2015. For further information pleaserefer Report on Corporate Governance under the head Board of Directors.
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. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assetstheprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
22. DET AILS 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.
23. 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 Managerial Personnel underSection 178(3) of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 is appended as Annexure III to this report and also beendisclosed on the Company website www.excel-infoways.com.
24. P ARTICULARS 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.
25. P ARTICULARS 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 onarms' 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 mayconflict the interest of the Company hence Form AOC-2 is not required to be furnished.The company has formulated a policy on dealing with Related Party Transactions which canbe accessed on the Company's website www.excel-infoways.com.
26. P ARTICULARS 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.
There are no employees covered under section 197(12) read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence noinformation is required to be furnished.
27. 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 2018-2019. The report in respect of theSecretarial Audit carried out by M/s. Kothari H. & Associates Company Secretaries inForm MR-3 for the FY 2018-2019 forms part to this report as Annexure V. The said reportdoes not contain any adverse observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the CompaniesAct 2013.
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. SUST AINABLE DEVELOPMENT
Sustainability has been deeply embedded into the Company's business and has become anintegral part of its decision making process while considering social economic andenvironmental dimensions.
All the policies are available on the website of the Company i.e.www.excel-infoways.com.
31. 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.
32. 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.
33. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 forms part of this Annual Report.
34. CORPORATE GOVERNANCE CERTIFICATE
Certificatefrom the Secretarial Auditors of the Company M/s. Kothari H. &Associates Practicing Company Secretary confirming compliance with the conditions ofCorporate Governance as stipulated under SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 is attached to the Report on Corporate Governance.
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 financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficientcare 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 financialinstitutions banksGovernment 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: August 26 2019 || |