Excel Industries 63rd Annual Report 2023 24
Excel Industries 63rd Annual Report 2023 24
02-09
Company Overview
26-29
Board of Directors
02 Corporate Snapshot
04 Milestones
06 Product Range
30-148
Statutory Reports
10-17
Management Review
30
65
Notice
Directors’ Report
85 Management Discussion and Analysis
10 Chairman’s Statement 90 Corporate Governance Report
12 Managing Director’s Message 110 Business Responsibility and Sustainability Report
14 Executive Director’s Message
16 President and Chief Operating Officer’s Communique
149-295
Financial Statements
18-25
Sustainability
149
160
Standalone Auditor’s Report
Standalone Accounts
218 Consolidated Auditor’s Report
18 Corporate Social Responsibility 228 Consolidated Accounts
24 Governance 293 Form AOC-1
25 Awards and Accolades 295 Five-Year Financial Highlights
Corporate Snapshot
Milestones
Celebrating Excellence:
Milestones that Define Our Success
1975
1941 Inaugurated Roha
plant and commenced
Incepted Excel industries
the manufacturing of
and established the
Phosphorus Trichloride
Jogeshwari Site
1960 1983
Commenced
Established the Amboli
manufacturing of DETC at
(Mumbai) Site
the Roha Site
1971
Went public, with our first 1984
public issue of ` 50 lakhs;
established Bhavnagar Site Entered into the
Environmental
Biotechnology field
and established
1972 the Lote site
Commissioned India’s
first Indigenous
Phosphorus plant
2020
Received
2012 environmental
clearance for
Inaugurated a Pharma
2000 facility at Lote site for
expansion
at the Roha site
production
Developed a
Product Range
Innovation in Diversity:
Unveiling Our Spectrum of Offerings
Chemicals
Agrochem Intermediaries
Our Product Offerings Application Areas
P2S5 DMTC
Used in the manufacturing
PCl3 DMPAT
of various insecticides and
PCl5 NaTCP
PSCl3 herbicides
DETC
Specialty Chemicals
Our Product Offerings Application Areas
HEDP Used in hospital and industrial &
ATMP institutional cleaning
DTPMP Used in effective water treatment
Acetyl Chloride Used in textiles, soaps &
Specialty Mining Additives detergents, industrial &
Phenolic & Non-Phenolic Biocides institutional cleaning, mining
Phenyl Hydrazine additives and oilfield chemicals
Polymer Additives
Our Product Offerings Application Areas
Property Modifier Used to manufacture
Functional Additives polymer products or as
property modifiers
Pharmaceutical Intermediates
Our Product Offerings Application Areas
Febuxostat Used to manufacture APIs
Teneligliptin API for treating gout & diabetes,
and preparing veterinary
Butaphosphan
nutritional supplements
Excel Organic
Application Areas
Waste Converter
Residential Societies Industrial Canteens
A decentralised organic
waste treatment system that Hotels/Restaurants Agriculture Markets
transforms organic waste
Educational Institutes Places of Worship
into rich compost, effectively
converting ‘spoil into soil’. It Office Canteens
can handle waste quantities Hospital Kitchen/Canteen
of up to 2 MT per day.
Excel Orco
Application Areas
A strong and effective
solution that converts Small Residential Societies Schools/Colleges
segregated organic waste Cafes/Restaurants Clubs/Resorts
into high-quality compost.
Corporate Offices
Places of Worship
Agri Products
Excel Industries has a long-standing tradition of supporting
agriculture and working closely with farmers. Continuing this Richcel
legacy, our Company is introducing a new range of innovative Richcel is a compost produced through
products designed to enhance agricultural practices and the aerobic decomposition of organic
improve the economic well-being of farmers. waste. It enriches soil with organic
carbon and enhances soil porosity
Celjal for improved water retention. Richcel
Celjal is a water conditioner to be used for also delivers nutrients in a bioavailable
foliar applications. form, making it a more effective
alternative to synthetic fertilisers.
Results
Enhances the effectiveness of plant Results
protection chemicals and soluble Improves soil structure and water-
fertilisers holding capacity
Varshacel
Varshacel is designed to enhance
irrigation water quality, ensuring crops Xscalent
thrive even after the monsoon season. By Xscalent offers a cost-effective
reducing dissolved solids in groundwater, solution for cleaning clogged
Varshacel improves nutrient transport drip systems. It is safe for
and boosts crop vitality. humans, crops, soil, and the drip
Results systems themselves, allowing
Enhances the efficiency of nutrient for in-field cleaning without
transport in groundwater removing the lateral pipes.
Promotes improved crop vigour and Xscalent can also be used with
health in the post-monsoon season standing crops, ensuring that
white roots remain unharmed.
Epicel
Epicel is a biostimulant that significantly boosts crop
productivity by mobilising nutrients in the soil. This
black gel, fully soluble in water, can be applied through
drip systems, drenching, or flood irrigation, and can be
mixed with fertilisers for optimal root zone delivery.
Results
Promotes the growth of white roots, healthy
shoots, and greener, thicker leaves
Enhances crop resistance to both biotic and abiotic
stress, improving overall plant growth and productivity
Semi-Automatic
Composting Solutions
Bioculum-AW Excel Biorapid
Bioculum-AW is a ready-to-use Excel Biorapid is a fully automatic rapid composter
composting culture known for its that enables aerobic composting of segregated
rapid action. It can decompose all organic waste. This dualchamber composter has the
types of agricultural waste through ability to treat 75-450 kg of waste per day, converting
aerobic composting within one it to usable compost.
month, producing compost free
from weed seeds and insect larvae
or eggs.
Results
Achieves fast decomposition
of agricultural waste, turning it
into compost in just one month
Produces high-quality compost
that is free of weed seeds and
insect pests
Excel Bio Turn
A rotating drum composter, which is also a fully
automatic, non-heating composter, which enables easy
aerobic composting of organic waste.
Chairman’s Statement
waste has become increasingly Our responsibility extends beyond I extend my heartfelt gratitude
crucial. We are actively engaged in environmental impact, and we to our shareholders for their
recycling e-waste, city waste, and believe in giving back to the enduring trust and collective spirit.
construction & demolition waste. communities in which we operate. Your belief in our capabilities and
Additionally, we are combating Our corporate social responsibility mission remains our greatest
desertification by planting climate- initiatives encompass rainwater strength. Together, we are
resilient trees in desert regions. harvesting, women’s empowerment, building a resilient and sustainable
Through our associate Company, educational support, improved organisation that not only
we promote the cultivation of healthcare and the promotion of enhances shareholder value but
seaweed to help mitigate the sustainable agricultural practices. also contributes positively towards
effects of climate change and Through these programmes, we the environment and society.
support the coastal communities are positively impacting the lives
of farmers and rural communities, Let us continue to strive towards
by contributing to the blue
fostering economic development our shared vision, making a
economy.
and enhancing social well-being. meaningful impact in the lives
We are proud to report that we We are dedicated to cultivating an of those we serve. Your support
are taking significant strides in inclusive and diverse workplace, during this pivotal phase of our
reducing our green house gas upholding fair labour practices journey is invaluable to us.
emissions over the past year and and ensuring the dignity of all In conclusion, I want to express
will focus to further reduce our employees. By strengthening my deepest gratitude to all our
carbon footprint in coming years. our governance framework, we stakeholders who have been
Our initiatives in renewable energy ensure that our sustainability instrumental in our journey thus
sources, particularly solar power, goals are seamlessly integrated far. Your unwavering support and
will not only lower our carbon into every aspect of our business. commitment have been a bedrock
emissions but also contribute to Our Business Responsibility and of our success.
the global fight against climate Sustainability Report (BRSR) offers
change. These initiatives will a comprehensive view of our Best Regards,
also help reduce the cost of progress.
energy (substantially) along with Ashwin C. Shroff
making us self-sufficient in terms Looking ahead, we remain Executive Chairman
of fulfilling the in-house power committed towards our objective
requirements. Innovation remains to build a sustainable future. We
at the core of our sustainability will continue to adopt sustainable
efforts as we have adopted practices and technologies, engage
cutting-edge technologies to with stakeholders to understand
enhance resource management, and address their concerns and
improve energy efficiency and adapt our strategies to meet
minimise waste. Our latest product evolving environmental and social
lines use sustainable materials and challenges. We aim to create a
are designed for greater durability sustainable organisation where
and recyclability, which is in line business growth harmonises with
with the principles of a circular environmental stewardship and
economy. social equity.
Dear Shareholders,
I am delighted to address you as
we reflect on our achievements
and look forward to the future.
This year has been pivotal
for us, marked by significant
transformations and exciting new
ventures. Our journey is one of
resilience, adaptation and growth,
and I am thrilled to share some key
highlights and strategic directions
with you.
Dear Stakeholders,
The year gone by presented
formidable challenges, with
sluggish demand and depressed
prices for our key products.
However, we met these challenges
with determination and resilience.
Our focus on maintaining volumes
enabled us to retain and, in some
cases, increase our market share.
Additionally, our efficient working
capital management ensured
business sustainability, allowing us
to navigate these tough times with
stability and strength.
` 2.75 Crores
CSR Spend in FY 2023-24
` 2.89 Crores
CSR Spend in FY 2022-23
` 12+ Crores
CSR Spend in the Last Five Years
Coverage Roha Lote Grand Total Coverage Roha Lote Grand Total
Dr Panjabrao
Deshmukh Natural
Farming Training
Disilting of Kharland Programme 3 Talukas:
Canal, Yashwantkhar Roha, Tala & Mangaon
Village, Roha, Raigad. Taluka, Raigad.
Coverage Roha Lote Grand Total Coverage Roha Lote Grand Total
Villages 42 12 54 Villages 17 8 25
Distribution of
Sewing Machine
Goat: Waghivare,
Chiplun Taluka, Distribution, Chiplun
Ratnagiri. Taluka, Ratnagiri.
Support to Poultry
Farming, Roha Basic Tailoring Batch,
Taluka, Raigad. Roha Taluka, Raigad.
Support for
Business Kits
Fresh Water
Crab Cultivation: Support to Wellness
Moravane, Chiplun Training Batches,
Taluka, Ratnagiri. Roha Taluka, Raigad.
Education Health
Skill-based training for youth Awareness programmes on balanced diet and
Science workshop and Board exam preparation health benefits of millets
Villages 14 4 18
Coverage Roha Lote Grand Total
Women Health
Dnyanprabodhini awareness
Program, Sati program, Lote, Khed
Highschool, Taluka, Ratnagiri.
Chiplun Taluka,
Ratnagiri.
Environment Sustainability
Sp. Guidance Tree plantation
Programme for Bio-gas installation
SSC Students, Roha
Taluka, Raigad.
Coverage Roha Lote Grand Total
Villages 28 20 48
Tree Plantation
Chote Scientist on World
Programme, Roha Environment
Taluka, Raigad. Day, Ratnagiri
Villages 63 8 71
Support Disaster
Management
- Police Patil
Training, Roha
Taluka,Raigad
Governance
7 2 1
Independent Non-Executive Number of Directors
Directors Directors with 0-2 Years of Service
3 1 2
Executive Nominee Director Number of Directors
Directors with 2-5 Years of Service
10
Number of Directors with a Service Tenure
of 5 Years and Above
FICCI Chemicals and Petro Chemicals FICCI Chemicals and Petro Chemicals
Awards 2023 - For exemplary performance Awards 2023 - For Sustainability -
for Supporting Make In India in Chemicals Driving Circular Economy in Chemicals
ICC Acharya PC Ray Award For ICC Certificate of Merit for Best Compliant
Development of Indigenous Technology Company for Security Code under
Responsible Care
Bureau of Indian Standards awards Excel Bureau of Indian Standards awards Excel
Roha Plant on World Lote Plant on World Standards Day
Standards Day
Board of Directors
Mr. Ashwin C. Shroff Mr. Hrishit A. Shroff
Executive Chairman Executive Director
Mr. Ashwin C. Shroff, as an Executive Chairman, Mr. Hrishit A. Shroff was appointed as an Executive
has always led a formidable leadership. Director with effect from June 27, 2019. He is a
Affectionately called Ashwin bhai in our Company, Commerce graduate and a Chartered Accountant.
he always leads by example and is the bearer of He has also successfully completed an executive
all the values that make life at Excel so special. He management course at Harvard Business School.
is firmly committed to the Excel way of working, Before becoming the Executive Director of our
building consensus and democratic processes. Company, Mr. Hrishit A. Shroff worked with our
He has been serving our Company since 1965 and his Company since February 01, 2017, as the President
leadership continues to inspire the entire Group to (Environment & Biotech Business and Corporate
march ahead. Mr. Ashwin C. Shroff is on the Board of Services). He has been heading and steering the
companies such as Transpek Industry Limited, Anshul Environment & Biotech Division and has successfully
Specialty Molecules Private Limited, Climacrew Pvt Ltd launched several Solid Waste Management solutions
and Kamaljyot Investments Limited. under his leadership. He is also actively involved in
other business areas such as Finance, H.R and strategic
He has been widely recognised for his
planning. Before joining our Company, he was an
contributions to the growth of the Indian
Executive Director at Excel Crop Care Limited and had
chemical industry and has also received
over 10 years of experience in the agro chemicals
the Indian Chemical Council (ICC) Lifetime
industry and Business Management. Among other
Achievement Award in 2012.
positions, he holds Directorship in Excel Bio Resources
Limited, a wholly owned subsidiary of the Company,
MobiTrash Recycle Ventures Private Limited, Associate
of the Company and Agrocel Industries Private Limited.
Mr. Bhogale holds a Bachelor’s degree in Mechanical Mr. S. S. Vaidya is a practising advocate and
Engineering and has vast experience in the auto solicitor. He is a partner in Messrs. Kanga and
components and kitchenware industries. He is Company, a 125-year-old and reputed law firm
an eminent industrialist and possesses versatile of advocates and solicitors. He was the President
skills, experience and knowledge in the field of of the Indian Merchants’ Chamber (Premier
management and administration. Among other Chamber of Commerce in Western India) for
positions, he serves on the Board of Umasons Auto the year 2013-14. He is a Managing Committee
Compo Private Limited. He has served as Chairman/ Member of the India Merchants’ Chamber and
Director of various Institutes, NGOs like Mumbai the Bombay Incorporated Law Society. He is also
Port Trust and charitable Hospitals. He has also a Director in several public limited companies,
promoted an Innovation Centre. including Apcotex Industries Limited.
NOTICE
NOTICE is hereby given that the 63rd (Sixty Third) ANNUAL GENERAL MEETING (AGM) of the members of
EXCEL INDUSTRIES LIMITED (‘the Company”) will be held on Thursday, 19th September, 2024 at 03.00 p.m. through two-way
Video Conferencing or Other Audio Visual Means (“VC/OAVM”) to transact the following business:
ORDINARY BUSINESS:
1. To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year
ended 31st March, 2024, together with the reports of the Board of Directors and Auditors thereon.
2. To declare a final dividend of ` 5.50/- per equity share for the financial year ended 31st March, 2024.
3. To appoint a Director in place of Mr. Hrishit A Shroff (DIN: 00033693), who retires by rotation and being eligible, offers
himself for re-appointment.
SPECIAL BUSINESS:
4. To re-appoint Mr. Ashwin C Shroff (DIN: 00019952) as Executive Chairman of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being
in force), Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended and based on the recommendation of the Nomination and
Remuneration Committee (“NRC”) and approval of the Board of Directors at their meetings held on 09th August, 2024,
consent of the members of the Company be and is hereby accorded for the re-appointment of Mr Ashwin C. Shroff
(DIN: 00019952) as a Whole Time Director designated as Executive Chairman of the Company, liable to retire by rotation,
for a period of 5 (Five) consecutive years with effect from 1st February, 2025 to 31st January, 2030, on such terms and
conditions of the re-appointment including remuneration as set out in the Explanatory Statement annexed to the Notice
convening this meeting with authority to the Board of Directors to alter and vary the terms and conditions of the said
re-appointment including the remuneration as it may deem fit and as is acceptable to Mr. Ashwin C. Shroff;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary, including authorising executives of the Company for the purpose of giving effect to
this resolution and to settle any questions, difficulties and/or doubts that may arise in this regard.”
5. To re-appoint Mr. Ravi A. Shroff (DIN: 00033505) as Managing Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“Listing Regulations”) as amended and based on the recommendation of Nomination and Remuneration
Committee (“NRC”) and approval of the Board of Directors at their meetings held on 09th August, 2024, consent of the
Members of the Company be and is hereby accorded for the re-appointment of Mr. Ravi A. Shroff (DIN: 00033505) as
Managing Director of the Company, not liable to retire by rotation, for a period of 5 (Five) consecutive years with effect from
3rd September, 2024 to 2nd September, 2029, on such terms and conditions of the re-appointment including remuneration
as set out in the Explanatory Statement annexed to the Notice convening this meeting with authority to the Board of
Directors to alter and vary the terms and conditions of the said re-appointment including the remuneration as it may deem
fit and as is acceptable to Mr. Ravi A. Shroff;
ESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds
R
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to
this resolution and to settle any questions, difficulties and/or doubts that may arise in this regard.”
6. To re-appoint Mr. Hrishit A. Shroff (DIN: 00033693) as an Executive Director of the Company
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule V to the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended and based on the recommendation of Nomination and Remuneration
Committee (“NRC”) and approval of the Board of Directors at their meetings held on 24th June, 2024 and 09th August,
2024, consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Hrishit A. Shroff
(DIN: 00033693) as a Whole Time Director designated as Executive Director of the Company, liable to retire by rotation, for
a period of 5 (Five) consecutive years with effect from 27th June, 2024 to 26th June, 2029, on such terms and conditions
of re-appointment including remuneration as set out in the Explanatory Statement annexed to the Notice convening this
meeting with authority to the Board of Directors to alter and vary the terms and conditions of the said re-appointment
including the remuneration as it may deem fit and as is acceptable to Mr. Hrishit A. Shroff;
ESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts,
R
deeds and things as it deem necessary including authorising executives of the Company for the purpose of giving effect to
this resolution and to settle any questions, difficulties and/or doubts that may arise in this regard.”
7. T o re-appoint Mrs. Meena A. Galliara (DIN: 07118699) as an Independent Director of the Company for a second
term of 5 (five) consecutive years.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 197 and other applicable provisions of the Companies
Act, 2013 (the Act), read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014
and Regulation 17 and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re‑enactment(s) thereof for the time
being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of
the Board of Directors at their meetings held on 24th June, 2024, Mrs. Meena A. Galliara (DIN: 07118699), Non-Executive
Independent Women Director of the Company who has submitted a declaration under Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations that she meets all the criteria of independence as provided in the Act and the
Listing Regulations and who is eligible for re‑appointment, be and is hereby re-appointed as a Non-Executive Independent
Women Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive
years with effect from 27th June, 2024 till 26th June, 2029, at such fees and commission, if any, as the Board of Directors
may approve from time to time which shall however be subject to the limits prescribed in the Act;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to
this Resolution.”
To appoint Mr. Vihang Virkar (DIN: 02661057) as an Independent Director of the Company for a term of 5 (five)
8.
consecutive years.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 160 , 197 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule IV and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Regulation 17 and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), and based on the recommendation of Nomination and Remuneration Committee (“NRC”) and
approval of the Board of Directors at their meetings held on 24th June, 2024, Mr. Vihang Virkar (DIN: 02661057), who was
appointed as an Additional Director of the Company in the capacity of Non Executive Independent Director by the Board
of Directors with effect from 13th August, 2024, to hold office upto the date of this Annual General Meeting, and who has
submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets all
the criteria of Independence as provided in the Act and the Listing Regulations and who is eligible for appointment as an
Independent Director and in respect of whom the Company has received a notice in writing from a member under Section
160(1) of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed as
a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five)
consecutive years with effect from 13th August, 2024 to 12th August, 2029, at such fees and commission, if any, as the
Board of Directors may approve from time to time which shall however be subject to the limits prescribed in the Act;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to
this Resolution.”
To appoint Mr. Ninad Gupte (DIN: 00027523) as an Independent Director of the Company for a term of 5 (five)
9.
consecutive years.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 160, 197 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule IV and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Regulation 17 and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), and based on the recommendation of Nomination and Remuneration Committee (“NRC”) and
approval of the Board of Directors at their meetings held on 24th June, 2024, Mr. Ninad Gupte (DIN: 00027523), who was
appointed as an Additional Director of the Company in the capacity of Non Executive Independent Director by the Board
of Directors with effect from 13th August, 2024, to hold office upto the date of this Annual General Meeting, and who has
submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets
all the criteria of Independence as provided in the Act and the Listing Regulations and who is eligible for appointment
as an Independent Director and in respect of whom the Company has received a notice in writing from a member under
Section 160(1) of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed
as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five)
consecutive years with effect from 13th August, 2024 to 12th August, 2029, and to continue to hold such directorship even
post attaining the age of 75 (seventy five) years, at such fees and commission, if any, as the Board of Directors may approve
from time to time which shall however be subject to the limits prescribed under the Act;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to this
Resolution.”
10. T o appoint Mr. Shekhar Khanolkar (DIN: 02202839) as an Independent Director of the Company for a term of
5 (five) consecutive years.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 160, 197 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule IV and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Regulation 17 and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), and based on the recommendation of Nomination and Remuneration Committee (“NRC”) and
approval of the Board of Directors at their meetings held on 24th June, 2024, Mr. Shekhar Khanolkar (DIN: 02202839), who
was appointed as an Additional Director of the Company in the capacity of Non Executive Independent Director by the Board
of Directors with effect from 13th August, 2024, to hold office upto the date of this Annual General Meeting, and who has
submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets all
the criteria of Independence as provided in the Act and the Listing Regulations and who is eligible for appointment as an
Independent Director and in respect of whom the Company has received a notice in writing from a member under Section
160(1) of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed as
a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five)
consecutive years with effect from 13th August, 2024 to 12th August, 2029, at such fees and commission, if any, as the
Board of Directors may approve from time to time which shall however be subject to the limits prescribed under the Act;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to this
Resolution.”
To appoint Mr. Rajesh Varma (DIN: 01034325) as an Independent Director of the Company for a term of 5 (five)
11.
consecutive years.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:
“ RESOLVED THAT pursuant to provisions of Sections 149, 150, 152, 160 , 197 and other applicable provisions, if any, of
the Companies Act, 2013 (the Act), read with Schedule IV and the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Regulation 17 and 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), and based on the recommendation of Nomination and Remuneration Committee (“NRC”) and
approval of the Board of Directors at their meetings held on 24th June, 2024, Mr. Rajesh Varma (DIN: 01034325), who was
appointed as an Additional Director of the Company in the capacity of Non Executive Independent Director by the Board
of Directors with effect from 13th August, 2024, to hold office upto the date of this Annual General Meeting, and who has
submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations that he meets
all the criteria of Independence as provided in the Act and the Listing Regulations and who is eligible for appointment
as an Independent Director and in respect of whom the Company has received a notice in writing from a member under
Section 160(1) of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed
as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (Five)
consecutive years with effect from 13th August, 2024 to 12th August, 2029, at such fees and commission, if any, as the
Board of Directors may approve from time to time which shall however be subject to the limits prescribed in the Act;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds
and things as it may deem necessary including authorising executives of the Company for the purpose of giving effect to
this Resolution.”
12. To approve the payment of remuneration to all the Executive Directors of the Company
To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and subject to Section 197 read with Schedule V and other
applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force), the approval of the Members of the Company be and is hereby accorded for payment of remuneration
to all the Executive Directors who are Promoters or members of Promoter Group as under:
(a) annual remuneration to an Executive Director who is a Promoter or member of Promoter Group, exceeding ` 5 Crores
or 2.5 per cent (2.5%) of the net profits of the Company computed in accordance with Section 198 of the Companies
Act, 2013 (“Net Profit”), whichever is higher; or
(b) aggregate annual remuneration to all Executive Directors who are Promoters or members of Promoter Group, where
there is more than one such Executive Director, exceeding 5 per cent (5%) of the Net Profit;
RESOLVED FURTHER THAT the approval hereinabove granted for payment of remuneration to all the Executive Directors
who are Promoters or members of Promoter Group (“such Executive Directors”) shall be effective for the Financial Year
commencing from April 1, 2024 and for subsequent years till the expiry of respective term of such Executive Directors;
RESOLVED FURTHER THAT pursuant to the provisions of Section 197 and other applicable provisions of the Companies
Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the approval of
the Members of the Company be and is hereby accorded for payment of remuneration to the Whole-time Directors including
Managing Director exceeding ten per cent of the Net Profits of the Company in any financial year;
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds
and things as it may deem necessary and authorize executives of the Company for the purpose of giving effect to the above
Resolution.”
13. To ratify the remuneration of the Cost Auditors and in this regard to consider and, if thought fit, to pass, with or without
modification, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 (3) and other applicable provisions, if any, of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment
thereof for the time being in force), the remuneration of Cost Auditors M/s. Kishore Bhatia & Associates (Firm Registration
Number: 00294) for the financial year 2024-25, fixed at ` 5,50,000/- (plus applicable taxes and out-of-pocket expenses)
by the Board of Directors at its meeting held on 24th May, 2024, be and is hereby ratified.”
NOTES:
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to special business to be
transacted at the meeting is annexed hereto.
2.
Additional information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of Directors being appointed and reappointed has been provided in the Annexure I, II and III
to this Notice.
3. The Ministry of Corporate Affairs (“MCA”) vide its Circular No. 09/2023 dated 25th September, 2023 read together with Circular
No. 10/2022 dated 28th December, 2022, Circular No. 02 dated May 5, 2022, Circular No. 14 dated April 8, 2020, Circular
No. 17 dated April 13, 2020 and Circular No. 20 dated May 5, 2020 (hereinafter collectively referred to as “MCA Circulars”)
and Circular Number SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular Number SEBI/HO/CFD/CMD2/
CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (the e-AGM Circulars) have
permitted convening the Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means
(“OAVM”) without the physical presence of Members at a common venue. In compliance with these MCA Circulars and the
relevant provisions of the Companies Act, 2013 and Rules made thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (“SEBI Listing Regulations”), the Annual General Meeting of the Members of the Company
is being held through VC/OAVM. For the purpose of recording the proceedings, the AGM will be deemed to be held at the
registered office of the Company at 184-87, S V Road, Jogeshwari (West), Mumbai 400102. The Members are requested to
attend this AGM from their respective locations by VC and not to visit the registered office to attend the AGM.
4. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the Annual General
Meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the
Company. Since this AGM is being held through VC/OAVM, physical attendance of Members has been dispensed with.
Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy
Form and Attendance Slip are not annexed to the Notice.
5. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/
JPEG Format) of its Board Resolution or governing body Resolution/Authorization etc., authorizing its representative to
attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization
shall be sent to the Scrutinizer by email through their registered email address to [email protected] with copy marked
to the Company at [email protected] and can be uploaded on the Registrar & Transfer Agent (RTA) website at
https://liiplweb.linkintime.co.in/rnthelpdesk/Service_Request.html.
6. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under
Section 103 of the Companies Act, 2013.
7. In compliance with the MCA Circulars and the e-AGM Circulars, Notice of the AGM along with the Annual Report for the
financial year 2023-24 is being sent only by electronic mode to those Members whose email addresses are registered
with the Company/Depositories in accordance with the aforesaid MCA Circulars and Circular issued by SEBI. Members may
note that the Notice of Annual General Meeting and Annual Report for the financial year 2023-24 will also be available on
the Company’s website www.excelind.co.in, websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and
BSE Limited at www.nseindia.com and www.bseindia.com respectively.
8. The Company has engaged the services of Link Intime India Private Limited, the authorized agency, for conducting the AGM
electronically and for providing e-voting facility.
9. The cut-off date to determine shareholders eligible to exercise remote e-voting and voting at the AGM shall be Thursday,
12th September, 2024.
10. The Company has fixed Thursday, the 12th September, 2024 as the ‘Record Date’ for determining members entitled to
receive dividend for the financial year 2023-24. Payment of dividend is subject to approval by the members in the AGM.
11. Payment of Dividend:
Payment of dividend, as recommended by the Board of Directors, if declared at the AGM, will be made on or before 18th
October, 2024, to those Members whose names are recorded on the Company’s Register of Members and to the Beneficial
Owner(s) as per the Beneficiary List provided by the National Securities and Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) at the close of business hours on Thursday, the 12th September, 2024 (Record Date).
12. Dividend is paid to Shareholders electronically and by physical instruments such as dividend warrants and demand drafts.
Dividend is paid electronically to those shareholders whose bank details are available with the Company or the Depositories.
Those shareholders whose bank details are not available are paid dividend through physical instruments. Members holding
shares in physical form and who wish to receive dividend electronically from the Company may furnish their bank details to
Link Intime India Private Limited, the Registrars and Transfer Agents of the Company. Members holding shares in electronic
form may furnish their bank details to their Depository Participants in order to receive dividend electronically.
Physical Holding Members are requested to register their e-mail address with Link Intime India Private
Limited, by clicking the link: https://linkintime.co.in/emailreg/email_register.html and
follow the registration process as guided therein. Members are requested to provide
details such as Name, Folio Number, Certificate number, PAN, e-mail id along with the
copy of the cheque leaf with the first named members name imprinted on the face of the
cheque leaf containing bank name and branch, type of account, bank account number,
MICR details and IFSC code and a duly signed request letter in PDF or JPEG format.
Demat Holding Members are requested to register their bank details with the respective Depository
Participant (DP) by following the procedure prescribed by the Depository Participant.
On submission of the details for registration of e-mail id/ bank account an OTP will be received by the Members on
their e-mail id and their mobile number, which needs to be entered in the link for verification. In case of any query, a
Member can register it on the following link https://liiplweb.linkintime.co.in/rnthelpdesk/Service_Request.html
14. Pursuant to the provisions of Sections 124(5) of the Companies Act, 2013, the amounts of dividends remaining unpaid /
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the company in pursuance
of this section shall be transferred to the Investor Education and Protection Fund (IEPF). The details of dividend paid for the
financial year 2016-17 onwards are given below:
Date of Declaration Dividend for the year Dividend / Per Share Due date of transfer of dividend to the
Investor Education & Protection Fund
03.08.2017 2016-17 6.00 08.09.2024
09.08.2018 2017-18 12.50 14.09.2025
13.08.2019 2018-19 18.75 18.09.2026
09.03.2020 2019-20 (Interim Div) 10.00 14.04.2027
24.09.2021 2020-21 11.25 30.10.2028
23.09.2022 2021-22 22.50 29.10.2029
14.09.2023 2022-23 11.25 20.10.2030
15. Members who have not encashed the dividend warrants for the year 2016-2017 and/or any subsequent year(s) are
requested to write to our RTA, Link Intime India Private Limited for revalidation of dividend warrants before such unclaimed
dividend is transferred to the Investor Education and Protection Fund.
16. The Members, whose unclaimed dividend/shares have been transferred to IEPF, may claim the same by making an
application to the IEPF Authority in Form No. IEPF 5 available on www.iepf.gov.in
17. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change
in their address or demise of any Member as soon as possible. Members are also advised to not leave their demat
account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant
and holdings should be verified from time to time.
18. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by
every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their
PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in
physical form can submit their PAN details to the RTA i.e. Link Intime India Pvt. Ltd.
19. In terms of the Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect
from 1st April 2019. In view of the same and to eliminate all risks associated with physical shares and avail various benefits
of dematerialization, Members are advised to dematerialize the shares held by them in physical form.
20.
Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
January 25, 2022 has mandated the Listed Companies to issue securities in demat form only, while processing service
requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of
securities certificate; Endorsement; Sub-division/Splitting of securities certificate; Consolidation of securities certificates/
folios; Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a
duly filled and signed Form ISR-4, the format of which is available on the Company’s website at https://www.excelind.co.in/
forms.html and on the website of the Company’s RTA https://web.linkintime.co.in/client-downloads.html. It may be noted
that any service request can be processed only after the folio is KYC compliant.
21. Norms for furnishing of PAN, KYC, Bank details and Nomination
SEBI vide circular dated March 16, 2023 read with circular dated November 3, 2021, has mandated listed companies to
have updated PAN, KYC, bank details and Nomination of all shareholders holding shares in physical form. Folios wherein
any one of the cited details/ documents (i.e. PAN, KYC, Bank details and Nomination) are not available with us, on or after
October 1, 2023, shall be frozen as per the aforesaid SEBI circular. The forms for updating PAN, KYC, Bank details and
Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI circulars are available on the website of Link Intime
India Pvt Ltd. at https://web.linkintime.co.in/client-downloads.html In view of the above, we urge Members holding shares
in physical form to submit the required forms along with the supporting documents at the earliest. The Company has sent
a letter to the Members holding shares in physical form in relation to the aforesaid. In respect of Members who hold shares
in dematerialized form and wish to update their PAN, KYC, Bank details and Nomination are requested to contact their
respective Depository Participants.
22. All documents referred to in the accompanying Notice of the AGM and the Explanatory Statement and the Register of
Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013
will be available for electronic inspection by the members during the AGM upon log-in to InstaMeet URL: https://instameet.
linkintime.co.in and will also be available for electronic inspection by the Members on the website of the Company at
https://www.excelind.co.in.
23. In case the shareholders/members have any queries or issues regarding e-voting or e-AGM, they can write an email to
[email protected] or [email protected] or Call us: - Tel : +918108116767.
24. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014, and the e-AGM circulars, the Company is pleased to provide to the Members facility to attend
the Annual General Meeting (AGM) through video conferencing (VC) /other audio visual means (OAVM) and to exercise their
right to vote at the AGM by electronic means and also through remote e-voting prior to the AGM. The business at AGM will
be transacted through e-voting. The members who have cast their vote by remote e-voting prior to the meeting may also
attend the meeting but shall not be entitled to cast their vote again.
25. REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:
The remote e-voting period begins on Monday, the 16th September, 2024 at 9.00 a.m. and ends on Wednesday, the
18th September, 2024 at 5.00 p.m. During this period, shareholders of the Company holding shares either in physical form
or in dematerialized form, as on the cut-off date of 12th September, 2024 may cast their vote electronically. The remote
e-voting module shall be disabled by Link Intime for voting thereafter.
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register
directly with the depository or will have the option of accessing various E-Voting Service Provider (ESP) portals directly from
their demat accounts.
I. LOGIN METHOD FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE IS GIVEN BELOW:
A. Individual Shareholders holding securities in demat mode with NSDL:
Method 1 :
If registered with NSDL IDeAS facility
a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c)
Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to
Link Intime InstaVote website for casting the vote during the remote e-voting period.
OR
User not registered with NSDL IDeAS facility
a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp ”
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
Click on “LINKINTIME” or “evoting link displayed alongside Excel Industries Limited” and you will be
e)
redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
METHOD 2:
By directly visiting the e-voting website of NSDL:
a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c)
Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and
a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see
“Access to e-voting”.
e)
Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to
Link Intime InstaVote website for casting the vote during the remote e-voting period.
B. Individual Shareholders holding securities in demat mode with CDSL:
METHOD 1:
Users who have registered/ opted for Easi/Easiest
a)
Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or https://web.cdslindia.com/myeasitoken/
Registration/EasiestRegistration.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service
providers i.e., LINKINTIME, for voting during the remote e-voting period.
Click on “LINKINTIME” or “evoting link displayed alongside Excel Industries Limited” and you will be
e)
redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.
OR
Users not registered for Easi/Easiest
a)
To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.
cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
C. D
OB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company
- in DD/MM/YYYY format)
Bank Account: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
D.
* Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
* Shareholders holding shares in NSDL form, shall provide ‘D’ above
• Set the password of your choice (The password should contain minimum 8 characters, at least one special
Character (@!#$& *), at least one numeral, at least one alphabet and at least one capital letter).
• Click “confirm” (Your password is now generated).
3. Click on ‘Login’ under ‘SHARE HOLDER’ tab.
4. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.
Cast your vote electronically:
a. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
b. E-Voting page will appear.
c. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’
(If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
d. After selecting the desired option i.e. Favour/ Against, click on ‘Submit’. A confirmation box will be displayed.
If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify
your vote.
Guidelines for Institutional shareholders (i.e. Corporate Body, Custodians, Mutual Fund:
STEP 1 – Registration
a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form along with also required to upload a scanned certified true copy
of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the
duly authorized representative(s) in PDF format
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which
is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company
Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.
STEP 2 –Investor Mapping
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
Helpdesk for Individual Shareholders holding securities in physical mode/ Non Individual shareholders
holding securities in demat mode:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request
at [email protected] or contact on: - Tel: 022 - 4918 6000.
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues
related to login through Depository i.e. NSDL and CDSL.
Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:
If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password
or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime:
https://instavote.linkintime.co.in
– Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
− Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address.
Shareholders can set the password of his/her choice by providing the information about the particulars of the Security
Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password
should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one
alphabet and at least one capital letter.
26. PROCESS AND MANNER FOR ATTENDING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:
a. Shareholders/Members are entitled to attend the Annual General Meeting through InstaMeet VC/OAVM facility provided
by Link Intime India Private Limited by following the below mentioned process. Facility for joining the Annual General
Meeting through VC/OAVM shall open 30 minutes before the time scheduled for the Annual General Meeting.
ii. Shareholders/Members are requested to participate on first come first serve basis as the maximum number of
shareholders allowed to participate through the virtual AGM is restricted to 1000 members only. Shareholders/
Members with > 2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chairpersons of Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. will be allowed to
the meeting without restrictions of first-come-first serve basis.
iii. Shareholders/ Member shall register their details on InstaMeet facility and attend the Annual General Meeting as under:
Open the internet browser and launch the URL: https://instameet.linkintime.co.in
Select the “Company” and ‘Event Date’ and register with your following details: -
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
•
Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
•
Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID
followed by 8 Digit Client ID
• Shareholders/ members holding shares in physical form shall provide Folio Number registered with
the Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the
Depository Participant (DP)/Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
On successful registration with the Registrar, the invitation to join the AGM will be sent to the Members on their
registered email IDs. Members may attend the AGM, by following the invitation link sent to their registered email ID.
Members are encouraged to join the Meeting through Laptops/Desktops for better experience.
Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio Video loss due to fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
INSTRUCTIONS FOR SHAREHOLDERS/ MEMBERS TO REGISTER AS SPEAKERS DURING THE ANNUAL GENERAL
27.
MEETING THROUGH INSTAMEET:
a. Members who would like to express their views/ask questions as a speaker at the Meeting are requested to pre-
register themselves by sending a request from their registered email address mentioning their names, DP ID and
Client ID/folio number, PAN and mobile number at [email protected] at least 7 days prior to the date of AGM
i.e. on or before 3.00 p.m. on Thursday, September 12th, 2024. Members who have pre-registered themselves as a
speaker will only be allowed to express their views/ask questions during the AGM on first come first served basis. The
Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. The
speaker shall ensure being connected to a device with a video/camera with good internet speed. Speakers whose
names are called out by the Chairman/Moderator and are not available will not be allowed to speak later to ensure
proper proceedings flow.
b. Speaker shareholder will receive “serial number” once they mark attendance for the meeting.
c. Shareholders are requested to speak only when Chairman /Moderator of the meeting announce the name and serial
number of the Speaker.
d. Other shareholders may ask questions to the panelist, via active chat-bot during the meeting.
e. Speakers please remember your speaking serial number and start your conversation with panelist by switching on
video mode and audio of your device.
Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and
serial number for speaking.
INSTRUCTIONS FOR SHAREHOLDERS/ MEMBERS TO VOTE DURING THE ANNUAL GENERAL MEETING THROUGH
28.
INSTAMEET:
Once the electronic voting is announced by the Chairman it will be activated by the Scrutinizer/ Moderator of the meeting,
shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:
a. On the Shareholders VC page, click on the link for e-voting “Cast your vote”
b. Enter your 16 digit Demat Account No. / Folio No. and OTP (received during registration for InstaMeet on the registered
mobile number/registered email Id.) and click on ‘Submit’.
c. After successful login, you will see “Resolution Description” and against the same the option of “Favour/ Against” for
voting.
d. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which
represents no. of votes) as on the cut-off date under ‘Favour/Against’.
e. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”.
A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote,
click on “Back” and accordingly modify your vote.
f. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note:
Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their
vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through
e-voting facility during the meeting. Shareholders/ Members who have voted through Remote e-voting prior to the Annual
General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not
be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any
disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile
Hotspot may experience Audio Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI
or LAN connection to mitigate any kind of previously mentioned glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected]
or contact on: - Tel: +918108116767.
OTHER INSTRUCTIONS FOR MEMBERS
1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential.
2. The voting rights of Members shall be in proportion to their share in the paid up equity share capital of the Company as
on the cut-off date i.e. 12th September, 2024.
3. A person, whose name is recorded in the Register of Members /List of Beneficiaries as on the cut-off date only, shall be
entitled to avail the facility of remote e-voting or casting vote through e-voting system during the meeting.
4. Members seeking any information with regard to any items provided in the AGM Notice including the Annual Accounts and
any queries relating to the business /operations of the Company, are requested to write to the Company mentioning their
name, DP ID and Client ID number /folio number and mobile number, to reach at least seven days prior to the AGM i.e. on
or before 12th September, 2024 at [email protected] and the same will be replied by the Chairman at the meeting
at his discretion. Only questions in the English language will be taken into account.
5. Mr. Prashant Diwan, Practicing Company Secretary, (Membership No. FCS 1403), has been appointed as the Scrutinizer to
scrutinize the e-voting process to be conducted in a fair and transparent manner for the Annual General Meeting.
6. The Chairman after responding to the questions raised by the Members in advance or by a Speaker at the 63rd AGM, will
formally propose to the Members participating through VC/OAVM facility to vote on the resolutions as set out in the Notice
of the 63rd AGM and announce the start of the casting of vote through the e-voting system. After the Members participating
through VC/OAVM facility, eligible and interested to cast votes, have cast the votes, the e-voting will be closed with the
formal announcement of closure of the 63rd AGM.
7. The Scrutinizer shall after the conclusion of voting at the AGM, shall first count the votes cast at the meeting and thereafter
unblock the votes cast through remote e-voting in the presence of at least two witnesses who are not in the employment
of the Company and make a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, to the Chairman
or person authorized by him in writing.
8. The Chairman or the person authorized by him in writing shall declare the result of the voting on or before 21st September, 2024.
The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.excelind.co.in
immediately after the result is declared and the same shall also be communicated to BSE Limited and National Stock
Exchange of India Limited, where the shares of the Company are listed.
9. Pursuant to the MCA Circulars and SEBI Circular, the Notice of the 63rd AGM and the Annual Report for the year 2023-24
including therein the Audited Financial Statements for year ended 31st March, 2024, are being sent only by email to the
Members. Therefore, those Members, whose email address is not registered with the Company or with their respective
Depository Participants, and who wish to receive the Notice of the 63rd AGM and the Annual Report for the year 2023-24
and all other communication sent by the Company, from time to time, can get their email address registered online by
following the steps mentioned at note no. 13 herein above or by sending email at [email protected].
For the Members holding shares in demat form, please update your email address through your respective Depository
Participant.
10. Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is
required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various
categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are
requested to update their PAN with the Company’s Registrar and Transfer Agent (in case of shares held in physical mode) and
with relevant depository participant (in case of shares held in demat mode). A Resident individual shareholder holding PAN and
who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction
of tax at source by sending email at [email protected]. Further no tax shall be deducted on the dividend payable to a
resident individual shareholder if the total amount of dividend to be received from the Company during the Financial Year does
not exceed 5,000/- Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a
higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of
residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration,
Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by submitting
these declarations / documents on email at [email protected]
The forms for tax exemption can be downloaded from M/s. LinkIntime’s website. The URL for the same is as under:
https://web.linkintime.co.in/client-downloads.html - On this page select the General tab. All the forms are available in under
the head “Form 15G/15H/10F”
The aforementioned documents (duly completed and signed) are required to be uploaded on the URL mentioned below
h ttps://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.html On this page the user shall be prompted to select
/ share the following information to register their request.
1. Select the company (Dropdown)
2. Folio / DP-Client ID
3. PAN
4. Financial year (Dropdown)
5. Form selection (Dropdown)
6. Document attachment - 1 (PAN)
7. Document attachment - 2 (Forms)
8. Document attachment - 3 (Any other supporting document)
Please note that the upload of documents (duly completed and signed) on the website of Link Intime India Private Ltd
should be done on or before 12th September, 2024 in order to enable the Company to determine and deduct appropriate
TDS / Withholding Tax. Incomplete and/or unsigned forms and declarations will not be considered by the Company.
No communication on the tax determination/ deduction shall be considered after 12th September, 2024, 6:00 PM.
Shareholders may note that in case the tax on said final dividend is deducted at a higher rate in absence of receipt of the
aforementioned details/ documents, option is available to shareholder to file the return of income as per Income Tax Act,
1961 and claim an appropriate refund, if eligible.
All communications/ queries in this respect should be addressed to our RTA, Link Intime India Private Limited through their
portal : https://liiplweb.linkintime.co.in/rnthelpdesk/Service_Request.html
11. This AGM is being held through VC, therefore, the route map is not annexed to this Notice.
REQUEST TO THE MEMBERS
Members who have multiple folios in identical names in the same order are requested to send all the Share Certificates to the
Registrar and Transfer Agent, M/s Link Intime India Private Limited for consolidation of such folios into one to facilitate better
services.
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Registered Office:
184-87, Swami Vivekanand Road,
Jogeshwari (West),
Mumbai-400 102.
09th August, 2024.
salary, perquisites and commission as specified in paragraphs I, II and III above will be paid as minimum remuneration
subject to and in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013
(including any statutory modifications or reenactments thereof, for the time being in force).
V. REIMBURSEMENT OF EXPENSES:
Expenses incurred by Mr. Ashwin C. Shroff for travelling, boarding, lodging and entertainment including expenses
of his family members and attendant(s) during business trips and expenses for use of car for official duties and
communication expenses at residence shall be reimbursed at actuals and shall not be considered as perquisites.
VI. OTHER TERMS
a. The Company will provide a Car with driver to Mr. Ashwin C. Shroff.
b. He shall be entitled to avail leave as per the Rules of the Company but not exceeding one month’s leave for every
11 months of service on full pay and allowance basis.
c. The appointment may be terminated by either party giving to the other party 90 (Ninety) days’ notice in writing.
d. The Directorship of Mr. Ashwin C. Shroff shall be liable to retire by rotation.
e. Mr. Ashwin C. Shroff as the Executive Chairman shall perform all such duties and exercise all such powers
bestowed on him from time to time by the Board of Directors of the Company.
f. Mr. Ashwin C. Shroff as the Executive Chairman shall act in accordance with the Articles of Association of the
Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.
g. Mr. Ashwin C. Shroff shall adhere to the Company’s Code of Conduct.
h. Mr. Ashwin C. Shroff shall not be entitled to sitting fees for attending meetings of the Board or any Committee
thereof.
i. In the event of any dispute or difference arising at any time between Mr. Ashwin C. Shroff and the Company
in respect of the terms of his appointment, the same will be submitted to and be decided by arbitration in
accordance with the provisions of the Arbitration and Conciliation Act, 1996.”
The above may be treated as a written memorandum setting out the terms of re-appointment of Ashwin C. Shroff under
Section 190 of the Act.
The Company has received consent in writing from Mr. Ashwin C. Shroff to act as Director.
Mr. Ashwin Shroff is aged 79 years. As per Schedule V to the Act, shareholders approval is required for appointment of a
Wholetime Director who has attained 70 years of age, by means of a special resolution.
Mr. Ashwin C. Shroff satisfies all the conditions set out in Part-I of Schedule V of the Act as also conditions set out under
Sub-Section (3) of Section 196 of the Act for being eligible for re-appointment. He is not disqualified from being appointed
as Director under any Act.
Details of Ashwin C. Shroff are provided in “Annexure I” to the Notice pursuant to the provisions of Regulation 36(3) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable
provisions of the Companies Act, 2013.
Copy of the draft Service Agreement to be entered into with Mr. Ashwin C. Shroff is available for inspection by the members on
all working days between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays up to the date of the Annual
General Meeting. Also, the draft of the Agreement can also be accessed at the Website of the Company at www.excelind.co.in.
Mr. Ashwin C. Shroff and his relatives Mr. Ravi A. Shroff and Mr. Hrishit A. Shroff are interested in this resolution.
Save and except the above, none of the other Directors and Key Managerial Personnel of the Company and their relatives
is, in any way, concerned or interested, financially or otherwise, in the resolution as set out in Item no. 4.
The Board recommends the Special Resolution as set forth in item no. 4 for approval by the members.
ITEM NO. 5
Mr. Ravi A. Shroff was reappointed as a Managing Director of the Company at the 58th Annual General Meeting (AGM) held
on 13th August, 2019 for a period of 5 (five) years with effect from 3rd September, 2019 and his current term will end on
2nd September, 2024.
Considering his immense experience in the industry, business development & management, and significant contribution in
the progress of the Company it would be in the interest of the Company to re-appoint him as Managing Director for the
future growth of the Company.
The Board of Directors at their meeting held on 09th August, 2024, based on the recommendations of the Nomination
and Remuneration Committee and subject to approval of the members by an Ordinary Resolution, re-appointed
Mr. Ravi A. Shroff as Managing Director of the Company for a period of 5 (five) years with effect from 3rd September, 2024
to 2nd September, 2029.
The terms & conditions of the re-appointment including the remuneration payable to Mr. Ravi A. Shroff are as under:
I. SALARY
` 13,50,000/- per month in the scale of ` 13,50,000/- - ` 20,00,000/- per month.
The remuneration of ` 13,50,000 per month is fixed for the period 03rd September, 2024 to 02nd September, 2026, post
which the annual increment in the salary will be effective from 03rd September every year and will be decided by the Board
of Directors.
II. PERQUISITES
a.
Perquisites like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, house
maintenance allowance (together with reimbursement of expenses and/ or allowances for utilities such as gas,
electricity, water, furnishings and repairs), special allowance, medical reimbursement, leave travel concession for
himself and his family, club fees, medical insurance and such other perquisites as may be agreed to by the Board
of Directors and MD , shall be paid in accordance with the rules of the Company and value of such perquisites
for each financial year shall not exceed 60% of his annual salary.
For the purpose of calculation of the above value of the perquisites, they shall be evaluated as per the Income-tax
Rules, wherever applicable and in the absence of any such Rules, the perquisites shall be evaluated at actual cost.
Company’s contribution to Provident Fund, Superannuation or Annuity Fund (not exceeding ` 1.50 lakhs
b.
per annum), Gratuity payable as per the rules of the Company and Encashment of Leave at the end of his tenure
(as per the rules of the Company applicable to senior executives) shall be in addition to the remuneration under
(a) above and shall not be included in the computation of the total value of the perquisites as aforesaid.
III. COMMISSION
Commission for the period 03rd September, 2024 till 02nd September, 2025, at a sum calculated at 2.25% of the net
profits of the Company for the relevant Financial Year and for the period 03rd September, 2025 till the remainder of his
tenure i.e up to 02nd September, 2029, at a sum calculated at 3% of the net profits of the Company for the relevant
Financial Year, computed in the manner laid down in section 198, shall be paid within the overall ceilings stipulated
in accordance with the provisions of Section 197 and other applicable provisions of the Companies Act, 2013.
IV. MINIMUM REMUNERATION
If in any financial year, during the currency of his tenure, the Company has no profits or its profits are inadequate,
then in such an event, subject to the approval of the Shareholders as may be required, the remuneration by way of
salary, perquisites and commission as specified in paragraphs I, II and III above will be paid as minimum remuneration
subject to and in accordance with the provisions of Section 197 read with Schedule V of the Companies Act, 2013
(including any statutory modifications or re-enactments thereof, for the time being in force).
V. REIMBURSEMENT OF EXPENSES:
Expenses incurred by Mr. Ravi A. Shroff for travelling, boarding, lodging and entertainment including expenses
of his family members and attendant(s) during business trips and expenses for use of car for official duties and
communication expenses at residence shall be reimbursed at actuals and not shall not be considered as perquisites.
VI. OTHER TERMS
a. The Company will provide a Car with driver to Mr. Ravi A. Shroff
b. Mr. Ravi A. Shroff shall be entitled to avail leave as per the Rules of the Company but not exceeding one month’s
leave for every 11 months of service on full pay and allowance basis.
c. The appointment may be terminated by either party giving to the other party90 (Ninety) days’ notice in writing.
d. The Directorship of Mr. Ravi A. Shroff shall not be liable to retire by rotation.
e. Mr. Ravi A. Shroff as the Managing Director shall perform all such duties and exercise all such powers bestowed
on him from time to time by the Board of Directors of the Company.
f. Mr. Ravi A Shroff as the Managing Director shall act in accordance with the Articles of Association of the
Company and shall abide by the provisions contained in Section 166 of the Act with regard to duties of directors.
g. Mr. Ravi A Shroff shall adhere to the Company’s Code of Conduct.
h. Mr. Ravi A Shroff shall not be entitled to sitting fees for attending meetings of the Board or any Committee
thereof.
i. In the event of any dispute or difference arising at any time between Mr. Ravi A Shroff and the Company
in respect of the terms of his appointment, the same will be submitted to and be decided by arbitration in
accordance with the provisions of the Arbitration and Conciliation Act, 1996.
The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Ravi A. Shroff under
Section 190 of the Act.
The Company has received consent from Mr. Ravi A. Shroff to act as a Director.
Mr. Ravi A. Shroff satisfies all the conditions set out in Part-I of Schedule V of the Act as also conditions set out under
Sub-Section (3) of Section 196 of the Act for being eligible for re-appointment. He is not disqualified from being appointed
as Director under any Act.
Details of Mr. Ravi A. Shroff are provided in “Annexure I” to the Notice pursuant to the provisions of Regulation 36(3)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) And
applicable provisions of the Companies Act, 2013.
Copy of the draft Service Agreement to be entered into with Mr. Ravi A. Shroff is available for inspection by the members
on all working days between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays up to the date of
the Annual General Meeting. Also, the draft of the Agreement can also be accessed at the Website of the Company at
www.exceind.co.in.
Mr. Ravi A. Shroff and his relatives Mr. Ashwin C. Shroff and Mr. Hrishit A. Shroff are interested in this resolution.
Save and except the above, none of the other Directors and Key Managerial Personnel of the Company and their relatives
is, in any way, concerned or interested, financially or otherwise, in the resolution as set out in Item no. 5.
The Board recommends the Ordinary resolution as set forth in item no. 5, for approval of the members.
ITEM NO. 6
Mr. Hrishit A. Shroff was appointed as an Executive Director of the Company at the 58th Annual General Meeting (AGM)
held on 13th August, 2019 for a period of 5 (five) years with effect from 27th June, 2019 and his current term has ended
on 26th June, 2024.
He has been heading and steering Environment and Biotech Division and has successfully launched several Solid Waste
Management solutions under his leadership. He is also actively involved in other business areas such as Finance, H.R and strategic
planning of the Company. Prior to joining the Company, he was an Executive Director at Excel Crop Care Limited and had over
10 years of experience in the agro chemicals industry and Business Management. Considering his immense experience in the
industry, and significant contribution in the progress of the Company it would be in the interest of the Company to re-appoint him
as Executive Director of the Company.
The Board of Directors at their meeting held on 24th June, 2024 and 09th August, 2024, re-appointed Mr. Hrishit A. Shroff as
Executive Director of the Company for a period of 5 (five) years with effect from 27th June, 2024 to 26th June, 2029 on such
terms and conditions of the re-appointment including remuneration as recommended by the Nomination and Remuneration
Committee and subject to approval of the members by an Ordinary Resolution.
The terms & conditions of the re-appointment including the remuneration payable to Mr. Hrishit A. Shroff are as under:
I. SALARY
` 8,00,000/- per month in the scale of ` 8,00,000/- - ` 15,00,000/- per month.
The remuneration of ` 8,00,000 per month is fixed for the period 27th June, 2024 to 26th June, 2026, post which the
annual increment in the salary will be effective from 27th June every year and will be decided by the Board of Directors.
II.
PERQUISITES
a. Perquisites like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, house
maintenance allowance (together with reimbursement of expenses and/ or allowances for utilities such as gas,
electricity, water, furnishings and repairs), special allowance, medical reimbursement, leave travel concession for
himself and his family, club fees, medical insurance and such other perquisites as may be agreed to by the Board
of Directors and ED , shall be paid in accordance with the rules of the Company and value of such perquisites
for each financial year shall not exceed 60% of his annual salary.
For the purpose of calculation of the above value of the perquisites, they shall be evaluated as per the Income-tax
Rules, wherever applicable and in the absence of any such Rules, the perquisites shall be evaluated at actual cost.
b. Company’s contribution to Provident Fund, Superannuation or Annuity Fund (not exceeding ` 1.50 lakhs per
annum), Gratuity payable as per the rules of the Company and Encashment of Leave at the end of his tenure
(as per the rules of the Company applicable to senior executives) shall be in addition to the remuneration under
(a) above and shall not be included in the computation of the total value of the perquisites as aforesaid.
c. COMMISSION
Commission for the period 27th June, 2024 till 26th June, 2025, at a sum calculated at 2.25% of the net profits
of the Company for the relevant Financial Year and for the period 27th June, 2025 till the remainder of his tenure
i.e up to 26th June, 2029, at a sum calculated at 3% of the net profits of the Company for the relevant Financial
Year, computed in the manner laid down in section 198, shall be paid within the overall ceilings stipulated in
accordance with the provisions of Section 197 and other applicable provisions of the Companies Act, 2013.
ITEM NO. 7
Mrs. Meena A. Galliara (DIN: 07118699) was appointed as a Non-Executive Independent Director of the Company with
effect from 27th June, 2019 to hold office for a period of 5 (five) consecutive years up till 26th June, 2024. As per
Section 149(10) of the Act, a Non Executive Independent Director can hold office for a term of 5 (five) consecutive years
on the Board of a Company and may be re-appointed for another term up to 5 (five) consecutive years, with the approval
of Members of the Company by way of Special Resolution.
In the opinion of the Board of Directors of the Company, Mrs. Meena A. Galliara, possess the required skills, expertise
and competencies fundamental for effective functioning in her role as an Independent Director of the Company and her
continued association would be of immense benefit to the Company.
Mrs. Meena A. Galliara had submitted declaration confirming that she fulfils all the conditions for being re-appointed as
Independent Director as specified in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25(8) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and is independent of the
management. She has given her consent in writing to be reappointed as an independent director for a period of 5 years.
The Board of Directors at its meeting held on 24th June, 2024, based on the recommendation of the Nomination and
Remuneration Committee and based on the satisfactory performance evaluation result, considered that given her
professional background, experience and substantial contributions made by her during her tenure formed an opinion that
she is a person of integrity and possess relevant expertise, proficiency and experience to continue as an Independent
Directors of the Company and the association of Mrs. Meena A. Galliara would be beneficial to the Company, re-appointed
Mrs. Meena A. Galliara as a Non Executive Independent Director for another term of 5 (five) consecutive years with effect
from 27th June, 2024 to 26th June, 2029.
Copy of the draft letter of appointment of Mrs. Meena A. Galliara is available for inspection by the members on all
working days between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays including the date of the
Annual General Meeting. Also, the draft letter of appointment can also be accessed at the Website of the Company at
www.excelind.co.in
The details of Mrs. Meena A. Galliara as required under the provisions of Regulation 36(3) of the Listing Regulations and
other applicable provisions are provided in “Annexure II” to this Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives except Mrs. Meena A. Galliara are, in
any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 7 of the Notice.
The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the Members.
ITEM NO. 8
Mr. Vihang Virkar (DIN: 02661057) holds a Bachelor of Legal Studies (BLS) and a Master of Laws (LLM). He has a vast
experience of 22 years as corporate and commercial lawyer
In the opinion of the Board of Directors of the Company, Mr. Vihang Virkar, possess the identified core skills, expertise
and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his
association would be of immense benefit to the Company. Mr. Vihang Virkar had submitted declaration confirming that
he fulfils all the conditions for being appointed as Independent Director as specified in Section 149 (6) of the Companies
Act, 2013 and Regulation 16 (1) (b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and is independent of the management. He has given his consent in writing to act as Director in
Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014.
The Board of Directors at their meeting held on 24th June, 2024, based on the recommendation of the Nomination and
Remuneration Committee, appointed him as an Additional Director in the capacity of Non Executive Independent Director
of the Company, with effect from 13th August, 2024, further, pursuant to Section 161(1) of the Companies Act, 2013 read
with Article 85 of the Articles of Association of the Company he will hold the office up to the date of ensuing AGM.
Considering his professional background and experience, the association of Mr. Vihang Virkar would be beneficial to the
Company and it is desirable to appoint him as a Non Executive Independent Director for a term of 5 (Five) consecutive
years with effect from 13th August, 2024 to 12th August, 2029.
Copy of the draft letter of appointment of Mr. Vihang Virkar is available for inspection by the members on all working days
between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays including the date of the Annual General
Meeting. Also, the draft letter of appointment can be accessed at the Website of the Company at www.excelind.co.in
The details of Mr. Vihang Virkar as required under the provisions of Regulation 36(3) of the Listing Regulations and other
applicable provisions are provided in “Annexure II” to this Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Vihang Virkar are, in any
way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 8 of the Notice.
The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval by the Members.
ITEM NO. 9
Mr. Ninad D. Gupte (DIN: 00027523) is a Bachelor of Science from Bombay University, PGDBM from XLRI-Jamshedpur and
has Diploma in Tax Management. He has a vast experience of 49 years in Agri and Specialty Chemicals Industry.
In the opinion of the Board of Directors of the Company, Mr. Ninad Gupte, possess the identified core skills, expertise
and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his
association would be of immense benefit to the Company. Mr. Ninad Gupte had submitted declaration confirming that he
fulfils all the conditions for being appointed as Independent Director as specified in Section 149 (6) of the Companies
Act, 2013 and Regulation 16 (1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and is independent of the management. He has given his consent in writing to act as Director in
Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014.
He along with his wife holds 127 equity shares in the Company.
The Board of Directors at their meeting held on 24th June, 2024, based on the recommendation of the Nomination and
Remuneration Committee, appointed him as an Additional Director in the capacity of Non Executive Independent Director
of the Company, with effect from 13th August, 2024, further, pursuant to Section 161(1) of the Companies Act, 2013 read
with Article 85 of the Articles of Association of the Company he will hold the office up to the date of ensuing AGM.
Further, as per requirement of Regulation 17(1A) of the Listing Regulations, which are effective from April 1, 2019, a person who
has attained the age of 75 years, can continue the directorship in a Company with the approval of Members by way of Special
Resolution. Since Mr. Ninad Gupte will attain the age of 75 years during his tenure, and in order to continue his directorship beyond
the age of 75 years and for his appointment, approval of the Members is sought by way of Special Resolution.
Considering his professional background and experience, the association of Mr. Ninad Gupte would be beneficial to the
Company and it is desirable to appoint him as a Non Executive Independent Director for the term of 5 (Five) consecutive
years with effect from 13th August, 2024 to 12th August, 2029.
Copy of the draft letter of appointment of Mr. Ninad Gupte is available for inspection by the members on all working days
between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays including the date of the Annual General
Meeting. Also, the draft letter of appointment can be accessed at the Website of the Company at www.excelind.co.in
The details of Mr. Ninad Gupte as required under the provisions of Regulation 36(3) of the Listing Regulations and other
applicable provisions are provided in “Annexure II” to this Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Ninad Gupte are, in any
way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 9 of the Notice.
The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval by the Members.
ITEM NO. 10
Mr. Shekhar Khanolkar (DIN: 02202839) holds degree in B.E. (Petroleum and Petrochemical Engineering) M.M.S. (Marketing)
and AMP from Harvard Business School. He has vast experience of 30 years in Leadership, People Management, Strategy,
Operation & Projects.
In the opinion of the Board of Directors of the Company, Mr. Shekhar Khanolkar, possess the identified core skills, expertise
and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his
association would be of immense benefit to the Company. Mr. Shekhar Khanolkar had submitted declaration confirming that
he fulfils all the conditions for being appointed as Independent Director as specified in Section 149 (6) of the Companies
Act, 2013 and Regulation 16 (1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and is independent of the management. He has given his consent in writing to act as Director in
Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014.
The Board of Directors at their meeting held on 24th June, 2024, based on the recommendation of the Nomination and
Remuneration Committee, appointed him as an Additional Director in the capacity of Non Executive Independent Director
of the Company, with effect from 13th August, 2024, further, pursuant to Section 161(1) of the Companies Act, 2013 read
with Article 85 of the Articles of Association of the Company he will hold the office up to the date of ensuing AGM.
Considering his professional background and experience, association of Mr. Shekhar Khanolkar would be beneficial to the
Company and it is desirable to appoint him as a Non Executive Independent Director for the term of 5 (Five) consecutive
years with effect from 13th August, 2024 to 12th August, 2029.
Copy of the draft letter of appointment of Mr. Shekhar Khanolkar is available for inspection by the members on all working days
between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays including the date of the Annual General
Meeting. Also, the draft letter of appointment can be accessed at the Website of the Company at www.excelind.co.in
The details of Mr. Shekhar Khanolkar as required under the provisions of Regulation 36(3) of the Listing Regulations and
other applicable provisions are provided in “Annexure III” to this Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Shekhar Khanolkar are, in
any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 10 of the Notice.
The Board recommends the Special Resolution set out at Item No. 10 of the Notice for approval by the Members.
ITEM NO. 11
Mr. Rajesh Varma (DIN: 01034325) holds a Bachelor of Commerce (B. Com) degree and is a Fellow Chartered Accountant
(FCA). He has vast experience of 33 years with expertise in Corporate Governance and Enterprise Risk Management.
In the opinion of the Board of Directors of the Company, Mr. Rajesh Varma, possess the identified core skills, expertise
and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his
association would be of immense benefit to the Company. Mr. Rajesh Varma had submitted declaration confirming that
he fulfils all the conditions for being appointed as Independent Director as specified in Section 149 (6) of the Companies
Act, 2013 and Regulation 16 (1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and is independent of the management. He has given his consent in writing to act as Director in
Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014.
The Board of Directors at their meeting held on 24th June, 2024, based on the recommendation of the Nomination and
Remuneration Committee, appointed him as an Additional Director in the capacity of Non Executive Independent Director
of the Company, with effect from 13th August, 2024, further, pursuant to Section 161(1) of the Companies Act, 2013 read
with Article 85 of the Articles of Association of the Company he will hold the office up to the date of ensuing AGM.
Considering his professional background and experience, association of Mr. Rajesh Varma would be beneficial to the
Company and it is desirable to appoint him as a Non Executive Independent Director for a term of 5 (Five) consecutive
years with effect from 13th August, 2024 to 12th August, 2029.
Copy of the draft letter of appointment of Mr. Rajesh Varma is available for inspection by the members on all working days
between 2.00 p.m. and 4.00 p.m. except Saturdays, Sundays and public holidays including the date of the Annual General
Meeting. Also, the draft letter of appointment can be accessed at the Website of the Company at www.excelind.co.in
The details of Mr. Rajesh Varma as required under the provisions of Regulation 36(3) of the Listing Regulations and other
applicable provisions are provided in “Annexure III” to this Notice.
None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Rajesh Varma are, in any
way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 11 of the Notice.
The Board recommends the Special Resolution set out at Item No. 11 of the Notice for approval by the Members.
ITEM NO. 12
As required under Regulation 17 (6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’), the fees or compensation payable to executive directors who are
promoters or members of the promoter group of the listed entity, shall be subject to the approval of the shareholders by
special resolution in general meeting, if –
(i) Annual remuneration payable to such executive director exceeds ` 5 Crore or 2.5 per cent (2.5%) of the net profits
of the listed entity, whichever is higher; or
(ii) Where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent
(5%) of the net profits of the listed entity. Further, the approval of the shareholders under the said Regulations shall
be valid only till the expiry of the term of such director.
In view of the above and in order to have a flexibility for payment of annual remuneration to the Executive Director(s) who
are Promoter(s) or Member(s) of Promoter Group in excess of the limits as mentioned in Regulation 17 (6)(e) of the Listing
Regulations from Financial Year 2024-25 and for subsequent years, till the expiry of respective term of such Executive
Directors, it is necessary to obtain the approval of shareholders by way of Special Resolution.
Further, section 197 and other applicable provisions of the Companies Act, 2013 provide that aggregate annual remuneration
to all the whole-time directors including managing director exceeding ten per cent of the Net Profits of the Company in any
financial year shall require approval of shareholders by means of a special resolution.
In view of the above and in order to have a flexibility for payment of annual remuneration in excess of ten per cent of the
net profits of the Company in any financial year, to the Whole-time Directors including Managing Director, it is necessary
to obtain the approval of shareholders by way of Special Resolution.
Mr. Ashwin C. Shroff, Mr. Ravi A. Shroff and Mr. Hrishit A. Shroff are deemed to be concerned or interested in this Special
Resolution.
None of the other Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or
interested, financially or otherwise, in this Special Resolution.
The Board recommends the Special Resolution set out at Item No. 12 of the Notice for approval by the Members.
ITEM NO. 13
The Board of Directors at its meeting held on 24th May, 2024 appointed M/s Kishore Bhatia & Associates (FRN:
00294),practicing cost accountants, as Cost Auditors of the Company, in terms of section 148 of the Companies Act, 2013
and fixed a sum of 5,50,000/- plus out of pocket expenses and taxes, as applicable, as the remuneration payable for the
financial year 2024-25.
The remuneration, as recommended by the Audit Committee and approved by the Board of Directors, is required to be
ratified by the members of the Company, as per the requirements of the Companies (Audit and Auditors) Rules, 2014, read
with the Section 148(3) of the Companies Act, 2013.
None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, concerned or
interested, financially or otherwise, in this resolution.
The Board recommends the ordinary resolution set out at item no. 13 of the Notice for approval of the members.
Name of Director Mr. Ashwin C. Shroff Mr. Ravi A. Shroff Mr. Hrishit A. Shroff
DIN 00019952 00033505 00033693
Date of Birth 22.01.1945 05.02.1978 21.02.1980
Academic Qualifications B.Sc. Chemical Engineer from Chartered Accountant,
Mumbai University and a Post Executive Management
Graduate in Chemistry from course from Harvard Business
Boston University, USA School, Boston, USA
Experience and Expertise Industrialist with vast Industrialist with experience He has been heading and
experience in Chemicals in the field of Chemical and steering Environment and
and Agrochemicals Industry Pharma Industry and expertise Biotech Division and has
and expertise in the field in the field of strategic successfully launched several
of strategic business management, leadership and Solid Waste Management
management and leadership. business development. solutions under his leadership.
He is also actively involved
in other business areas such
as Finance, H.R and strategic
planning of the Company.
Prior to joining the Company,
he was an Executive Director
at Excel Crop Care Limited
and had over 10 years
of experience in the agro
chemicals industry and
Business Management.
Terms & Conditions of Mr. Ashwin C Shroff is being Mr. Ravi A. Shroff is being Mr. Hrishit A. Shroff is being
Appointment/re-appointment re-appointed as Executive re-appointed as Managing re-appointed as Executive
Chairman of the Company. Director of the Company. Director of the Company.
The terms and conditions, The terms and conditions, The terms and conditions,
inter-alia, are as per the inter-alia, are as per the inter-alia, are as per the
employment agreement to employment agreement to employment agreement to
be entered into with the be entered into with the be entered into with the
Company. Company. Company.
Original Date of appointment 15.07.1975 03.09.2014 27.06.2019
on the Board
Details of remuneration sought 2,58,83,848/- 2,90,77,259/- 1,76,04,369/-
to be paid/ Remuneration last
drawn
Name of Director Mr. Ashwin C. Shroff Mr. Ravi A. Shroff Mr. Hrishit A. Shroff
Directorship in other listed 1. Transpek Industry 1. Transpek Industry Nil
public companies Limited Limited
No. of Membership/ Nil Nil Nil
Chairmanship of Board
Committees in other
Companies
No. of Shares held in the Self – 103070 47670 47669
Company (including beneficial
Beneficial Ownership-
ownership)
5358682
Relation with other Directors Father of Mr. Ravi A. Shroff Son of Mr. Ashwin C. Shroff, Son of Mr. Ashwin C. Shroff,
or Key Managerial Personnel and Mr. Hrishit A. Shroff and Brother of Mr. Hrishit A. Shroff Brother of Mr. Ravi A Shroff and
cousin of Mr. Atul G. Shroff and Nephew of Mr. Atul G. Nephew of Mr. Atul G. Shroff
and Dipesh K. Shroff. Shroff and Mr. Dipesh K. Shroff and Mr. Dipesh K. Shroff.
Number of Board Meetings 5 5 5
attended during the financial
year
Names of Listed Companies Nil Nil Nil
from which resigned in the
past three years
ANNEXURE Il:
Agenda Item no. 7 to 9
Name of Director Dr. Meena A. Galliara Mr. Vihang A. Virkar Mr. Ninad D. Gupte
DIN 07118699 02661057 00027523
Date of Birth 28.06.1962 30.07.1979 31.08.1953
Academic Qualifications Ph.D and she is an LL.M., University of Mumbai B.SC., PGDBM (XLRI –
Academician (CSR & Social Jamshedpur) and Diploma in
BLS, LL.B., Government Law
Entrepreneurship) Tax Management from Bajaj
College, Mumbai
Institute of Management
Experience and Expertise Dr. Meena Galliara is He is the Lead Partner of the He has a vast experience of
currently appointed as the Mumbai Corporate practice of 49 years in Agri and Specialty
Director, Jasani Center for DMD Advocates. Chemicals Industry.
Social Entrepreneurship &
Bar Admissions: Bar council
Sustainability Management,
of Maharashtra & Goa.
Narsee Monjee Institute of
Management Studies.
For a little over a decade,
she worked as a Faculty
Member in the Department of
Social Welfare Administration
at TISS, where she actively
contributed to research in the
area of political empowerment
of women, impact assessment
of social welfare schemes,
labour welfare schemes, and
management of NGOs.
Terms & Conditions of Mrs. Meena A. Galliara is Mr. Vihang Virkar is being Mr. Ninad Gupte is being
Appointment/re-appointment being re-appointed as an appointed as an Independent appointed as an Independent
Non Executive Independent Director of the Company for a Director of the Company for a
Director of the Company for a term of five years. term of five years.
2nd term of five years.
Original Date of appointment 27.06.2019 13.08.2024 13.08.2024
on the Board
Details of remuneration 5,40,000/- NA NA
sought to be paid/
Remuneration last drawn
Directorship in other public Nil Nil 1.
Sumitomo Chemical India
companies Limited
2. Transpek Industry Limited
Name of Director Dr. Meena A. Galliara Mr. Vihang A. Virkar Mr. Ninad D. Gupte
No. of Membership/ Nil Nil 1. Transpek Industry Ltd.-
Chairmanship of Board Chairman of Audit
Committees in other and Nomination and
Companies Remuneration Committee
and Member of Risk
Management Committee.
2.
Sumitomo Chemical India
Ltd.- Member of Corporate
Social Responsibility
Committee, Share
Certificate Committee
and Risk Management
Committee
No. of Shares held in the Nil Nil Ninad Gupte – 120
Company (including beneficial
Minoti N. Gupte – 7
ownership)
Relation with other Directors None None None
or Key Managerial Personnel
Number of Board Meetings 5 NA NA
attended during the financial
year
Names of Listed Companies Nil Nil Nil
from which resigned in the
past three years
ANNEXURE III
Agenda Item no. 10 and 11
DIRECTORS’ REPORT
To,
The Members,
Excel Industries Limited
Your Directors are pleased to present the 63rd Annual Report on the business affairs of your Company together with the Audited
Financial Statements for the year ended 31st March, 2024 including the Auditors Report thereon.
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the year ended 31st March, 2024 is summarized below:
`/Crores
2023-24 2022-23
Revenue from Operations 826.14 1089.82
Profit before Tax and exceptional item 20.19 103.95
Provision for Taxation:
– Current Tax 2.59 25.64
– Deferred Tax 1.66 1.02
– Tax in respect of earlier years 0.84 (1.16)
Profit After Tax 15.11 78.45
Other Comprehensive Income 83.03 8.83
PERFORMANCE REVIEW
During the year under review, the net revenue from operations slipped by 24% from ` 1089.82 Crores in FY 2022-23 to
` 826.14 Crores, largely due to adverse global economic conditions, inventory destocking, and continuous pressure on sales
realisations. Company’s profit before tax declined by 81% from ` 103.95 Crores in FY 2022-23 to ` 20.19 Crores, on account of
challenges in international business and sharp decline in sales realisations. Consequently, net profit after tax for the year decreased
by 81% from ` 78.45 Crores to ` 15.11 Crores.
The revenue from operations of the Chemicals Division for the year 2023-24 was ` 811.98 crores (` 1,067.10 crores for
FY 2022‑23) and that of the Environment and Biotech Division was ` 14.16 crores ( 22.72 crores for FY 2022-23).
The Reserves excluding revaluation reserves as on 31.03.2024 are at ` 1069.43 Crores.
During the year, CRISIL Limited reviewed and revised its rating outlook on the long term bank facilities of the Company to ‘Negative’
from ‘Stable’ while reaffirming the rating on long term bank facilities at ‘CRISIL A+’ and on short-term bank facilities at ‘CRISIL A1’.
MODERNIZATION / EXPANSION
Construction of a Multipurpose Plant was completed at Roha Site. Commercial production from the plant is expected to commence
from February 2025 onwards for supplies against a multi-year contract secured by the Company.
Construction of the state of art plant based on a specialised technology to give product of the required quality was undertaken
during the Financial Year 2023 – 24. This plant will produce a downstream derivative of one of our existing products targeted for
specific applications and commercial supplies are expected to start in 2024 - 25
Our Phosphorus Trichloride (PCl3)plant at Roha site has been relocated and commissioned at Lote site, with 50% increase
in capacity, fully automated with bulk storage capacity of Yellow Phosphorous. PCl3 is the key RM for Phosphonates which
are manufactured at Lote site. PCl3 production at Lote will ensure on site availability for captive use in Phosphonates.
The inter – site transportation of PCl3 will be eliminated which will result in greater safety in operations.
AWARDS
For Year 2023-24, the Company received following Awards.
– FICCI Chemicals and Petrochemicals Awards for the year 2023 for exemplary performance for supporting Make In India.
– ICC “Acharya PC RAY Award for the year 2023 for development of Indigenous Technology”.
– FICCI Chemicals and Petrochemicals Awards for the year 2023 for Sustainability: Driving Circular Economy.
– ICC-EPSILON CARBON Certificate of Merit for the year 2023 for Best Compliant Company for the Codes under Responsible
Care “Security Code” 2022.
– Bureau of Indian Standards felicitated Excel Industries Limited on the occasion of World Standards Day.
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 and Cyber
Security & Crime policy. All the employees of the Company are also insured under GMC Policy.
HUMAN RESOURCES
Excel HR is committed to create a positive and productive environment in which our people are enabled to perform at their best,
are healthy and resilient and happy at work.
For FY 2023-24, the focus area for HR was in building capabilities within the organization for the next growth phase by putting the
right talent in the right roles at the right time, developing leaders who inspire, empower and role model the right behaviors. Also
hiring, retention and growth of the diverse talent pool.
The company continued to focus on opportunities to grow and all round development in its people. As part of the development
process and succession planning, the “Leaders of Tomorrow” program – A structured development centre facilitated by an external
expert was concluded in August 2023 . These future leaders have completed their learning journey. We have a formal process for
inducting the attendees of “Leaders for tomorrow” programme into key roles.
To make HR more efficient, effective, and connected, HR digitization was initiated for all the HR processes. Digitized HR brings
sophisticated data-driven decision-making powers to organizations as all employee data is stored in one place for analysis and
reporting.
We continued to follow a clear-cut top down goals / themes and focusing on deliverables for the year, as shared by top management.
These deliverables were discussed and agreed by each function / business / site. There was a sense of ownership of these
company level goals by respective business/ function owners. This helped in setting up KRAs for the year.
All the three sites operated in a smooth manner due to our employee friendly policies and proactive industrial relationship approach.
Employee strength of the Company as on 31st March, 2024 was 1048.
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 2023-24. There are
no unclaimed deposits as on 31st March, 2024.
(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.
delivered by the RMC and will further manufacture aggregates and value added products from the treated C&D waste. The plant
operation started in the month of March, 2024.
Mobitrash Recycle Ventures Pvt Ltd 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 2023-24 is ` 383.79 lakhs and the Company
incurred a loss of ` 64.71 lakhs.
ClimaCrew Private Limited (CCPL) a startup company which aims to be a full-stack seaweed platform company for harnessing the
economic, social, commercial, nutritional and environmental benefits offered by seaweeds through the development of enabling
platforms allowing to create and foster strategic business partnerships seeking national and international scientific collaborations.
CCPL has incurred a loss of ` 61.83 lacs for the year 2023-24.
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 2023-24. FE7PL incurred a loss of ` 3.31 lacs for the year 2023-24.
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
http://excelind.co.in/corporate-governance.html.
DIRECTORS
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. Shailesh S. Vaidya and Mr. Rajeev M. Pandia, expires on 12th August, 2024. The aforesaid independent directors shall vacate
office on 12th August, 2024.
To comply with the requirements of regulation 17 of the Listing Regulations and on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors at its meeting dated 24th June, 2024 have appointed Mr. Ninad Gupte,
Mr. Shekhar Khanolkar, Mr. Rajesh Varma and Mr. Vihang Virkar 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 directors mentioned in the aforesaid para.
Mr. Ninad Gupte, Mr. Shekhar Khanolkar, Mr. Rajesh Verma and Mr. Vihang Virkar have submitted their declaration of independence,
consent to be appointed as an independent director and other relevant disclosures and documents. Their appointment for a term
of five years is placed for approval of the members in the Notice of the Annual General Meeting.
The brief resume of the Directors to be appointed/ re-appointed at this AGM and other related information are provided in Annexures
to the Notice of the Annual General Meeting.
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.
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.
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://www.excelind.co.in/policies/.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, KMP 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 also to 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://www.excelind.co.in/policies/.
RISK MANAGEMENT
The Risk Management Committee of your company is currently composed of three Members including two independent Directors
and the Managing Director. The Chief Executive Officer, who was a member of the Committee resigned from the Company w-e-f
30th June, 2024.
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://www.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 comprises of Mr. H N Motiwalla (Chairman of the Committee), Mr. P S Jhaveri, Mr. R N Bhogale,
Mr. R. M. Pandia 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.
SECRETARIAL AUDITOR
The Board appointed Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year
2023-24 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 2024 is attached with this Report as Annexure III.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark 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 to applicable products.
The Board of Directors at its meeting held on 16th May, 2023 had appointed M/s Kishore Bhatia & Associates (Firm Registration
No. 00294), Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24 to conduct cost audit of all the
applicable products of the Company. The Cost Audit Report for the year ended 31st March, 2023, which was required to be filed
with the Ministry of Corporate Affairs on or before 11.09.2023, was filed on 17.08.2023.
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.
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.
(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.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities,
Bankers, Investors, Customers and Suppliers.
For and on behalf of the Board of Directors
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Date: 9th August, 2024
Place: Mumbai
Disclosure required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
1. atio of the remuneration of each director to the median remuneration of the employees for the FY 2023-24 and
R
percentage change in the remuneration of each director in the FY 2023-24:
Note:
# Mr. Dinesh Bhagat was appointed as Nominee Director w.e.f. 24th March, 2023. Hence the remuneration of Mr. Bhagat
for the year 2023-24 is not comparable with the remuneration of the year 2022-23.
2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company
Secretary in the FY 2023 – 24:
Name Designation % increase in Remuneration
N. R. Kannan Chief Executive Officer 7
Devendra Dosi Chief Financial Officer 9
S. K. Singhvi Company Secretary 7
3. T he median remuneration of employees of the Company has been increased by 0.95% in the FY 2023-24 over
the median remuneration of employees of the Company in FY 2022- 23.
4. There were 1048 permanent employees on the rolls of the Company at the end of the FY 2023-24.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof.
The average increase in the salary of the employees other than the managerial personnel in FY 2023-24 is 5.07 % and for
managerial personnel there is decrease of 28.84%.
The increment given to each individual employee is based on the employees’ potential, experience as also their performance
and contribution to the Company’s progress over a period of time and also as per market trend.
Note:
Managerial Personnel includes Executive Chairman, Managing Director and the Executive Director.
6. Affirmation that the remuneration is as per the remuneration policy of the Company
Remuneration paid to Directors, KMPs and other employees is as per the remuneration policy of the Company.
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Date: 9th August, 2024
Place: Mumbai
Sr. Name Designation Actual Nature of Qualifications Experience Joining DOB Age Last % of Equity Relative of
No. Remuneration employment (Years) Date (Years) Employment shares any Director
(` in Lacs) (Contractual held by the / Manager
or Employee
otherwise) along with
spouse and
children
2 Ravi Ashwin Shroff Managing 290.77 Contractual BE - Chemical, 21 03.09.2014 05.02.1978 46 ANSHUL 0.38
Director PG in SPECIALTY Mr. Ashwin
Chemistry, MOLECULES C Shroff,
Boston PVT LTD Mr. Ravi A
University, USA Shroff and
Mr. Hrishit
3 Hrishit Ashwin Executive 176.04 Contractual CA, Executive 18 01.02.2017 21.02.1980 44 Excel Crop Care 0.38 A Shroff are
Shroff Director Management Limited relatives
from Harvard
Business
School, Boston,
USA
4 N.R. Kannan# CEO 104.95 Permanent B.Sc., B.Sc. 36 17.07.2017 08.09.1963 60 Sanmar Specialty 0
—
(Tech) Ltd
6 Pradeep N Ghattu President & 74.21 Permanent MBA 31 03.11.2004 02.01.1970 54 ABB India Ltd. 0$
—
COO
7 Dr. Mahesh Patil VP - R&D 60.27 Permanent M.Sc., Ph.D 29 01.12.2020 01.05.1973 51 Anar Chemicals, 0
—
LLP
8 Sanjay Sapate VP - 58.07 Permanent BE - Chemicals 34 03.11.2022 30.10.1966 57 Rallis India Ltd. 0
—
Manufacturing
9 Neha Yogesh Tiwari VP - HR 53.11 Permanent BA, MBA 30 01.02.2017 29.04.1965 59 Cheminova 0
—
India Ltd
10 Sekar Bharadwaj AVP - HR 47.97 Permanent M.Com, PGDM 25 10.04.2023 09.03.1976 48 Balkrishna 0
—
- HR Industries
Notes: # Mr. N. R. Kannan has resigned from the services of the Company with effect from 30.06.2024
$ Mr. Pradeep Ghattu holds 50 shares of the Company
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Date: 9th August, 2024
Place: Mumbai
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR : https://www.excelind.co.in/corporate-
projects approved by the board are disclosed on the website of the Company. social-responsibility/
4. Provide executive summary along with web link(s) of Impact assessment of CSR : NA
projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.
5. (a) Average net profit of the company as per section 135(5). : 13917.89 Lakhs
(b) Two percent of average net profit of the company as per section 135(5) : 278.36 Lakhs
(c) Surplus arising out of the CSR projects or programs or activities of the : Nil
previous financial years.
(d) Amount required to be set off for the financial year, if any : 2.76 Lakhs
(e) Total CSR obligation for the financial year (b+c-d) : 275.60 Lakhs
6. a. Amount spent on CSR Projects (both Ongoing Project and other than : 275.60 Lakhs
Ongoing Project)
b. Amount spent in Administrative Overheads : Nil
c. Amount spent on Impact Assessment, if applicable : NA
d. Total amount spent for the Financial Year (a+b+c) : 275.60 Lakhs
7. Details of Unspent CSR amount for the preceding three financial years: NIL
8. Whether any capital asset has been created or acquired through CSR amount spent in the financial year: NO
9. Specify reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): NA
To
The Members
Excel Industries Limited
184-187, Swami Vivekanand Road
Jogeshwari (West)
Mumbai - 400 102
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Excel Industries Limited having CIN: L24200MH1960PLC011807 (hereinafter called “the Company”). Secretarial
Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the company and also the information provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year
ended on 31st March, 2024 generally complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined through digital mode the books, papers, minute books, forms and returns filed and other records maintained by
the Company for the financial year ended 31st March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act,1996 and the Regulations and Bye-laws framed thereunder;
(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(v) Further, as representation made by the management and relied upon by me, during the period under review, provisions of
the Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945 to the extent of filing of returns, maintaining
records and renewal of requisite license were complied by the Company.
As per the representations made by the management and relied upon by me, during the period under review, provisions of the
following regulations/guidelines were not applicable to the Company:
(i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(ii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(d) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares)
Regulations, 2013;
(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and
(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above to this report.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors, if any, that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through and as informed, there were no dissenting members’ views and hence not recorded as part
of the minutes.
I further report that as per the explanations given to me in the representations made by the management and relied upon by me,
there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor
and ensure compliance with applicable laws, rules, regulations and guidelines.
As per the explanations given to me in the representations made by the management and relied upon by me, I further report that,
the following are the specific events/ actions took place, having a major bearing on the Company’s affairs, in pursuance of the
above referred laws, rules, regulations, guidelines, etc.,
CS Prashant Diwan
Practicing Company Secretary
FCS: 1403 CP: 1979
PR: 1683/2022
UDIN: F001403F000937030
Date: 09.08.2024
Place: Mumbai
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
Annexure “A”
To
The Members
EXCEL INDUSTRIES LIMITED
184-187, Swami Vivekanand Road
Jogeshwari (West)
Mumbai - 400 102
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the company.
CS Prashant Diwan
Practicing Company Secretary
FCS: 1403 CP: 1979
PR: 1683/2022
UDIN: F001403F000937030
Date: 09.08.2024
Place: Mumbai
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
Date: 9th August, 2024
Place: Mumbai
CHEMICALS BUSINESS
Industry Structure and Developments:
• The Company is a leading manufacturer of speciality and performance chemicals.
• Speciality and Performance chemicals are knowledge chemicals which require specialized skills and knowledge in terms
of chemistry and engineering capabilities, Environment, Health and Safety (EHS) management, material handling and
effluent treatment.
• Speciality chemicals are required in a number of end use applications ranging from the Life Sciences (Agrochemicals and
Pharmaceuticals) to Fast Moving Consumer Goods (FMCG). Production of speciality chemicals requires good knowledge of
the requirements of the end user applications to whose needs they are meant to cater.
• All speciality chemicals are subject to varying degrees of regulatory requirements and the demand for these chemicals can be
impacted by changes in regulations. Each Country / Region is conscious of Global warming and its impact; thereby working
towards regulations that will protect their territory/geography. This effort however is frequently overshadowed by compulsive
industrialisation to meet current global changes and needs.
• The Size of the Indian chemicals industry is estimated at US $ 300 billion by 2025. (Source: www.investindia.gov.in.) Even
though there are varying estimates, the share of the speciality chemicals can be considered to be at 25% of the total
chemicals industry.
• Given the specialized knowledge component involved, there are limited number of producers in India for the range of products
manufactured by the Company. Post Covid, global market is looking forward to India as the alternate Industrial hub as we give
more reliability and assurance in our business approach. It’s a handshake approach where both sides are keen to align for
their own good with a WIN-WIN approach in mind.
However, China given the abundance of feedstock reserves and large production capacities, continue to offer stiff competition
and challenge our growth. Resilience will be the key to garner courage and counter competition to make it possible for the
world to rely on India in the years to come.
• This reflects in the sourcing pattern of our Company. Some major key basic raw materials (feedstock) required for the
products manufactured by the Company continue to be imported because the domestic availability is either relatively
non‑existent / limited.
before elections; creating scarcity of box containers and shipping space sending the ocean freight rates into a tizzy. Carriers
themselves are struggling to cope with this situation as transit time has increased which has also resulted in box container
inventories dry up.
The outlook of 2024-25 looks stable with the financial year starting on a good note. Demand seems to be picking up but challenges
on prices and logistics remain. There has been reports of normal monsoon, which could spur up the demand momentum and
growth. We look forward to a mixed experience considering our product profile.
Opportunities:
The Company continues to strive in its efforts to develop new line of products based on its capabilities and also through new
business associations. This process is lengthy due to evaluation and validation and final outcome. The Company expects to benefit
out of the learnings and adapt it in its new initiatives. The flip side is that we have to be adept and agile to changing market needs
and demand pattern due to fast changing technologies and way of life.
The Company is engaged with multiple sources in exploring possibilities of enhancing its growth in new segments. Products which
are expected to go off patent is being closely watched to be added in the portfolio with minimum efforts.
The Company is also consciously monitoring the global market scenario to understand change in demand dynamics and step up
to meet sudden market needs in the existing segment.
it’s future leaders by coaching and mentoring to be future-ready. These future leaders have completed their learning journey and
will soon be leading some exciting roles / projects in Excel Industries.
To make HR more efficient, effective, and connected, HR digitization was initiated for all the HR processes. Digitized HR brings
sophisticated data-driven decision-making powers to organizations as all employee data is stored in one place for analysis
and reporting.
We continued to follow a clear-cut top down goals / themes and focusing on deliverables for the year, as shared by top management.
These deliverables were discussed and agreed by each function / business / site. There was a sense of ownership of these
company level goals by respective business/ function owners. This helped in setting up KRAs for the year.
All the three sites operated in a smooth manner due to our employee friendly policies and proactive industrial relationship approach.
Employee strength of the Company as on 31st March, 2024 was 1048.
CAUTIONARY STATEMENT
Statements in this report on Management Discussion and Analysis relating to the Company’s objectives, projections, estimates,
expectations or prediction may be forward looking within the meaning of applicable securities laws and regulations. These
statements are based on certain assumptions and expectations of future events. Actual results might differ materially from those
expressed or implied depending upon factors such as climatic conditions, global and domestic demand-supply conditions, raw
materials cost, availability and prices of finished goods, foreign exchange market movements, changes in Government regulations,
tax structure, economic and political developments within India and the countries where the Company conducts its business and
other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of forward looking
statements herein which may undergo changes in future on the basis of subsequent developments, information or events.
Transpek PD/NED/
Industry Chairman
Limited
Name Category of No. of Board Attendance No. of Name of listed companies Membership Chairmanship
Directorship Meetings At Last AGM Directorship where he/she is a Director of of
in Excel Attended (14/09/2023) Held In Listed committees committees
industries During Public Limited
Category of
Limited 2023-24 Companies Company
directorship*
Mr. Ravi A. Shroff Managing 5 Yes 2 Excel Industries PD/MD 2 Nil
(DIN: 00033505) Director Limited
Transpek PD/NED
Industry Limited
Mr. Hrishit A. Shroff Executive 5 Yes 1 Excel Industries PD/ED Nil Nil
(DIN: 00033693) Director Limited
Transpek PD/NED
Industry
Limited
Mr. Dipesh K. Shroff Promoter – 4 Yes 2 Excel Industries PD/NED 2 1
(DIN: 00030792) Non-Executive Limited
Transpek PD/NED
Industry
Limited
Mr. Ramchandra Independent 5 No 1 Excel Industries NED/ID 1 Nil
N. Bhogale Director Limited
(DIN: 00292417)
Mr. Harish N. Independent 5 Yes 5 Excel Industries 7 5
Motiwalla Director Limited
(DIN: 00029835)
Multibase India
Limited
Ashapura
Minechem
Limited NED/ID
Orient
Abrasives
Limited
Hitech
Corporation
Limited
Mr. Priyam S. Jhaveri Independent 4 No 2 Excel Industries 3 2
(DIN: 00045038) Director Limited
NED/ID
Sadhana Nitro
Chem Limited
Name Category of No. of Board Attendance No. of Name of listed companies Membership Chairmanship
Directorship Meetings At Last AGM Directorship where he/she is a Director of of
in Excel Attended (14/09/2023) Held In Listed committees committees
industries During Public Limited
Category of
Limited 2023-24 Companies Company
directorship*
Mr. Madhukar Independent 2 Yes 3 Excel Industries NED/ID 2 Nil
B. Parekh Director Limited
(DIN: 00180955)
Pidilite PD/ED/
Industries Chairman
Limited
Vinyl PD/ED/C&MD
Chemicals
(India) Limited
Mr. Shailesh Independent 5 Yes 2 Excel Industries 3 2
S. Vaidya Director Limited
(DIN: 00002273)
NED/ID
Apcotex
Industries
Limited
Mr. Rajeev M. Pandia Independent 5 Yes 6 Excel 6 3
(DIN: 00021730) Director Industries
Limited
Thirumalai
Chemicals
Limited
Ultramarine
& Pigments
Limited NED/ID
Supreme
Petrochem
Limited
GRP Limited
Supreme
Industries
Limited
Dr. Meena A. Galliara Independent 5 Yes 1 Excel Industries NED/ID Nil Nil
(DIN: 07118699) Director Limited
Mr. Dinesh Kumar Nominee 4 Yes 1 Excel Industries NED/ND Nil Nil
Bhagat Director Limited
(Din: 10039806) (Equity Investor
LIC of India)
Notes:
*PD - Promoter Director; MD - Managing Director; C&MD -Chairman & Managing Director; ED – Executive Director; NED - Non Executive Director;
ID - Independent Director, ND - Nominee Director as defined in the SEBI LODR Regulations
1) Directorships exclude Unlisted Public Companies, Private Limited Companies, Foreign Companies and Section 8 Companies.
2) Membership and Chairmanship of the Audit Committee and Stakeholders Relationship Committee of Public companies are only considered. Further
Membership count includes the count in which the Director is Chairman.
3) Details of Director(s) retiring or being re-appointed are given in Annexure I to the Notice of Annual General Meeting.
4) Brief profiles of each of the above Directors are available on the Company’s website: http://www.excelind.co.in/
b) Five Board meetings of the Company were held during the year 2023-24. Dates of Board meetings held were:
16/05/2023 11/08/2023 08/11/2023
09/02/2024 22/03/2024
c) Mr. Ashwin C. Shroff, Mr. Atul G. Shroff and Mr. Dipesh K. Shroff are cousin brothers and Mr. Ravi A. Shroff and
Mr. Hrishit Shroff are sons of Mr. Ashwin C. Shroff and Late Mrs. Usha A. Shroff.
g) Confirmation of Independence
There are seven Independent Directors on the Board of the Company. All the Independent Directors have provided a
declaration of their independence for the year 2023-24 to the Board. The Board after undertaking due assessment of
the veracity of the declaration is of the opinion that each Independent Director fulfills the conditions of independence as
specified in the SEBI (Listing Obligations & Disclosure Requirements) Regulations and is independent of the management.
No Independent Director has resigned during the year 2023-24 before the expiry of his/ her tenure.
3. Audit Committee
a) Terms of reference and composition:
The role of the Audit Committee is to supervise the Company’s financial reporting process, internal control and disclosure
of its financial information, to approve appointment of CFO, to recommend the appointment of Statutory Auditors, Cost
Auditors and Internal Auditors and fixation of their remuneration, to review and discuss with the Auditors about adequacy of
internal control systems, the scope of audit including observations of the Auditors, major accounting policies and practices,
compliances with IND AS, Listing Regulations and other legal requirements concerning financial statements and related
party transactions. The Committee also reviews the Company’s risk management systems and the Quarterly, Half Yearly and
Annual financial statements before they are submitted to the Board of Directors. The audit committee shall have powers
to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other
professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
b) The Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed in the Board
meetings and taken on record.
c) The Company has complied with the requirements of Regulation 18 and Part C of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as regard to the composition and role of the Audit Committee.
d) The Audit Committee of the Board of Directors of the Company comprised of five Members during the year 2023-24.
Composition and attendance at the Committee Meetings during the financial year 2023-24 was as follows:
Audit Committee meetings are also attended by senior finance executives, Statutory Auditors, Advisors and Internal
Auditors. The Cost Auditors are also invited to the meetings, whenever required.
c) The Nomination and Remuneration Committee meetings were held on following dates during the financial year 2023-24:
c) Mr. S. K. Singhvi, Company Secretary, is also designated as the Compliance Officer of the Company.
d) The Stakeholders’ Relationship Committee meetings were held on the following dates during the financial year 2023-24.
e) During the year, 5 complaints were received from the investors, all of which were resolved to the satisfactions of
shareholders. There was one pending complaints as on March 31, 2024 which was resolved on 06th April, 2024.
6. Risk Management Committee:
a) The Role of Committee is to review the risk management policy and plan of the Company from time to time and to
guide and advise the executives in managing the business risks of the Company.
b) The Committee comprised of four members during the year 2023-24. Composition and attendance of Committee
meetings during the financial year 2023-24 was as follows:
NAME OF DIRECTOR CATEGORY NO. OF MEETINGS NO. OF MEETINGS
AND EXECUTIVES HELD ATTENDED
Mr. Rajeev M. Pandia, Chairman Independent Director 3 3
Mr. Harish N. Motiwalla, Member Independent Director 3 3
Mr. Ravi A. Shroff, Member Managing Director 3 3
Mr. N.R. Kannan, Member Chief Executive Officer 3 3
c) The Risk Management Committee meetings were held on following dates during the financial year 2023-24:
20/07/2023 23/08/2023 11/01/2024
7. Senior Management:
Particulars of Senior Management as on 31st March, 2024:
Sr No Display Name Designation
1 N.R. Kannan Chief Executive Officer
2 Pradeep N Ghattu Chief Operating Officer
3 Devendra P. Dosi Chief Financial Officer
4 Neha Y. Tiwari VP - Human Resoruces
5 Surendra H. Singhvi Company Secretary
6 Sekar Bharadwaj AVP - HR
7 Dr. Mahesh Patil Vice President - R&D
- Mr. Neelesh Gupta – Vice President- Waste Management Projects and Products resigned from his position with effect
from 15th February, 2024.
- Mr. N. R. Kannan-CEO of the Company has tendered his resignation on 08th February, 2024 citing personal and family
reasons, his last working day with the Company was 30th June, 2024.
8. Corporate Social Responsibility Committee (CSR):
a) The Role of the Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy which
shall include guiding principles for selection, implementation and monitoring of CSR activities as well as formulation of
annual plan for implementation of CSR. On recommendations of the Committee, based on the reasonable justifications to
that effect, Board may alter such plan at any time during the financial year. The Committee shall review and recommend
to the Board amendments to the CSR Policy.
b) The Corporate Social Responsibility Committee comprised of five members during the year 2023-24. Composition and
attendance of Committee meetings during the financial year 2023-24 was as follows:
NAME OF DIRECTOR CATEGORY NO. OF NO. OF
MEETINGS MEETINGS
HELD ATTENDED
Mr. Ashwin C. Shroff, Chairman Promoter, Executive Chairman 3 3
Mr. Ramchandra N. Bhogale, Member Independent Director 3 2
Mr. Madhukar B. Parekh, Member Independent Director 3 1
Mr. Rajeev M. Pandia, Member Independent Director 3 3
Dr. Meena A. Galliara, Member Independent Director 3 3
c) The Corporate Social Responsibility Committee meetings were held on the following dates during financial year 2023-24.
9. Remuneration of Directors:
a) The Non-Executive Directors are paid sitting fees for attending meetings of the Board and Committees of Directors and
commission, if any. There is no other pecuniary relationship or transaction of the non-executive directors with the Company.
b) The Company pays remuneration to its Executive Chairman, Managing Director and Executive Director by way of salary,
commission, perquisites and allowances, as approved by the Shareholders. The Board, on the recommendations of the
Nomination and Remuneration Committee, approves annual increments in salary to the Whole-time Directors within
the scale as approved by the shareholders. Commission of Whole-time Directors is calculated with reference to the net
profits of the Company in a particular financial year and is determined by the Board of Directors at the end of the financial
year based on the recommendations of the Nomination and Remuneration Committee, subject to the overall ceiling as
stipulated in Section 197 of the Companies Act, 2013 and Listing Regulations.
The criteria of making payments to the Non-Executive Directors are laid down in the Nomination & Remuneration Policy
of the Company which is available on Company’s website at https://www.excelind.co.in/policies/
c) Given below are the details of remuneration paid to the Directors during the financial year 2023-24:-
DIRECTORS SITTING FEES SALARIES, COMMISSION TOTAL
(`) BONUS, (`) (`)
CONTRIBUTION
TO PF AND OTHER
PERQUISITES
(`)
Mr. Ashwin C. Shroff N.A. 2,41,20,333 17,63,515 2,58,83,848
Mr. Ravi A. Shroff N.A. 2,64,31,984 26,45,275 2,90,77,259
Mr. Hrishit A Shroff N.A. 1,58,40,854 17,63,515 1,76,04,369
Mr. Atul G. Shroff 2,00,000 N.A. 0 2,00,000
Mr. Dipesh K. Shroff 2,80,000 N.A. 0 2,80,000
Mr. Ramchandra N. Bhogale 6,50,000 N.A. 2,50,000 9,00,000
Mr. Harish N. Motiwalla 9,50,000 N.A. 2,50,000 12,00,000
Mr. Priyam S. Jhaveri 4,90,000 N.A. 2,50,000 7,40,000
Mr. Madhukar B. Parekh 1,30,000 N.A. 1,50,000 2,80,000
Mr. Shailesh S. Vaidya 3,00,000 N.A. 1,50,000 4,50,000
Mr. Rajeev M. Pandia 7,30,000 N.A. 2,50,000 9,80,000
Dr. Meena Galliara 390,000 N.A. 1,50,000 5,40,000
Mr. Dinesh Bhagat 200,000 N.A *1,50,000 3,50,000
*The Commission for the year 2023-24 is paid to LIC.
d) The employment of the Executive Chairman, Managing Director and Executive Director is contractual. The employment
is for a period of five years and terminable by either party giving 3 months’ notice.
e) Severance compensation is payable to the Whole-time Directors, if their employment is terminated before the contractual
period, subject to the provisions and limitations specified in the Companies Act, 2013. There are no stock options or
performance linked incentive to the Directors.
f) The Company offers benefits to retired Whole-time Directors as per a scheme in force duly approved by the Shareholders.
The quantum of benefits in each individual case is decided by the Board of Directors at its discretion.
g) The Independent Directors were appointed for a period of five years pursuant to the provisions of sections 149, 150, 152
read with schedule IV and all other applicable provisions, and are not liable to retire by rotation.
10. General Body Meetings:
a) Location and time of the last three Annual General Meetings:
AGM YEAR LOCATION DAY/DATE TIME INFORMATION REGARDING SPECIAL
RESOLUTIONS PASSED
60th 2020-21 Two Way Video Friday, 24th September, 3.00 P.M. 0
Conferencing 2021
61st 2021-22 Two Way Video Friday, 23rd September, 3.00 P.M. 1
Conferencing 2022 To consider continuation of Directorship
of Mr. Atul G. Shroff after attaining the
age of 75 years.
62nd 2022-23 Two Way Video Thursday, 14th September, 3.00 P.M. 0
Conferencing 2023
b) Postal Ballot
During the financial year 2023-24 no special resolution was passed through postal ballot.
On 20th May, 2023, the following ordinary resolution was passed through postal ballot:
Appointment of Mr. Dinesh Kumar Bhagat as Nominee Director of the Company.
The results of the Postal Ballot are as under:
Votes cast in favour Votes cast against Total
Remote-Evoting 6337459 65782 6403241
% of votes in favour of the resolution 98.97
% of votes against the resolution 1.03
The above ordinary resolution was passed with requisite majority.
Mr. Prashant Diwan, Practicing Company Secretary was appointed as Scrutinizer to conduct the postal ballot process.
No special resolution is proposed to be passed through Postal Ballot.
The postal ballot, whenever conducted, will be carried out as per the procedure mentioned in Rule 22 of Companies
(Management and Administration) Rules, 2014, including any amendment thereof.
11. Means of Communication:
a) The Un-audited quarterly/ half yearly results are announced within forty-five days of the close of the quarter. The audited annual
results are announced within sixty days from the closure of the financial year as per the requirements of the Listing Regulations.
b) The financial results of the Company are published in the newspapers viz. Business Standard (English) (All Edition), Free
Press Journal (English), and Navshakti (Marathi).
c) The financial results, annual reports, investor presentations and other major events/ developments/information concerning
the Company are posted on the Company’s Website: http://www.excelind.co.in. These are also submitted to BSE Limited
and National Stock Exchange of India Limited for disclosure on their websites at www.bseindia.com and www.nseindia.com.
d) NEAPS and BSE Listing are web-based application designed by NSE and BSE respectively for corporate filing. All periodical
compliance filings, inter-alia, shareholding pattern, corporate governance report, corporate announcements are filed
electronically through their portal.
e) Management Discussion and Analysis Report forms part of the Annual Report.
70000
EXCEL SENSEX
1000
20500
19500
EXCEL NIFTY
(l) Commodity Price Risk and Commodity Hedging Activities: The Company is not exposed to any commodity price risk.
(m) Plant Locations:
(i) Plot No.112, M.I.D.C. Industrial Area, (ii) D-9, M.I.D.C., Lote Parshuram,
Dhatav, Roha, Dist. Raigad-402 116. Tal: Khed, Dist. Ratnagiri-415 722.
(iii) Plot No. 15, 15A, APSEZ, Atchutapuram,
Visakhapatnam, Andhra Pradesh - 531011
(n) Address for correspondence:
EXCEL INDUSTRIES LIMITED
184-87, Swami Vivekanand Road, Jogeshwari (West)
Mumbai-400102.
Tel: 66464200
Email- [email protected]
(o) Address for correspondence for share related work:
LINK INTIME INDIA PVT. LTD.
C-101, 247 Park,
L.B.S. Marg, Vikhroli (W),
Mumbai 400 083
Tel: +91 22 49186000 Fax: +91 22 49186060
Help Desk contact
E-mail : [email protected]
E-mail Address for Investor Grievances:
[email protected]
(p) Credit Ratings
CRISIL ratings on the bank facilities to the Company
Total Bank Loan Facilities Rated ` 149.5 Crores
Rating on Long-Term bank loan facilities CRISIL A+/Negative (Outlook revised from “Stable”; Rating Reaffirmed
Rating on Short-Term bank loan facilities CRISIL A1 (Reaffirmed)
(q) Unclaimed Shares
In compliance with Regulation 39(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read
with Schedule VI to the Regulations, the Company has an Unclaimed Share Suspense Account. Currently, there are
no shares in the Unclaimed Share Suspense Account. Shares were transferred from the Unclaimed Share Suspense
Account to the concerned shareholders account, who approached the Company in this regard. Rest of the shares were
transferred to IEPF Account, pursuant to the provisions of Section 124(6) of the Companies Act, 2013.
(r) The details of unclaimed dividends and shares transferred to the IEPF during the year 2023-24 are as follows:
Financial year Amount of unclaimed dividend transferred Number of shares transferred
2015-16 7,59,082.50 4289
T he details of unclaimed dividend lying in the Unclaimed Dividend Accounts of the Company, details of shares transferred
to IEPF and the shares due to be transferred to IEPF in the year 2024-25 are available on the website of the Company
at www.excelind.com.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.
The Company is committed to provide all its employees an environment free of gender based discrimination. In furtherance of this
commitment, the Company strives to provide all its employees with equal opportunity and conditions of employment, free from
gender based coercion, intimidation or exploitation. The Company is dedicated to ensure enactment, observance and adherence to
guidelines and best practices that prevent and prosecute commission of acts of sexual harassment.
a. Number of complaints filed during the Financial year 2023-24- NIL
b. Number of complaints disposed of during the Financial year 2023-24- NIL
c. Number of complaints pending as on end of the Financial year 2023-24- NIL
DISCLOSURE BY COMPANY AND ITS SUBSIDIARIES OF “LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/
COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT”.
Kamaljyot Investments Limited, subsidiary of the Company has placed Intercorporate Deposits of ` 70 lakhs with TML Industries
Limited and has given an unsecured loan of ` 1,89,10,000/- to M/s Excel Rajkot C& D Waste Recycling Pvt. Ltd. during the year
2023-24.
Excel Bio Resources Limited, subsidiary of the Company has placed Intercorporate Deposits of Rs. 30 lakhs with TML Industries
Limited during the year 2023-24.
DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY
The Company does not have any Material Subsidiary.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
The Company has not entered into any type of agreements binding the Company as mentioned under Clause 5A of paragraph A
of Part A of schedule III.
13. Other Disclosures:
Particulars Legal requirement Details Website link for details/policy
Materially significant Related party Regulation 23 of SEBI There were no material significant related https://www.excelind.co.in/
Transactions Listing Regulations party transactions during the year that have
and as defined under conflict with the interest of the Company.
the Act Transactions entered into with related
parties during the financial year were in the
ordinary course of business and at arm’s
length basis and were approved by the
Audit Committee. The Board’s approved
policy for related party transactions is
uploaded on the website of the Company.
(Related Party Transaction Policy)
Details of Non - Compliance by Schedule V(C) 10(b) There were no cases of non-compliance
the Company, penalty, strictures to the SEBI Listing during the last three financial years,
imposed on the Company by the Regulations 2021-22, 2022-23 and 2023-24. There
stock exchange, or Securities and were no penalties or strictures imposed
Exchange Board of India (‘SEBI’) on the Company by Stock Exchanges,
or any statutory authority on any SEBI or any Statutory Authority on any
matter related to capital markets, matter related to capital markets during
during the last three years the last three years.
14. The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and clause (b) to (i) of sub-regulation (2) of Regulation 46.
The discretionary requirements as stipulated in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, have been adopted to the extent and in the manner as stated under the appropriate
headings in the Report on Corporate Governance.
16. Statutory Auditors have certified the Company’s compliance to the conditions of corporate governance. The Certificate is
annexed to this Report.
17. Mr. Prashant Diwan, Practicing Company Secretary has given a certificate that none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI,
Ministry of Corporate Affairs or any such statutory authority. The Certificate is annexed to this Report.
18. There was no instance during the financial year 2023-24, where the Board of Directors had not accepted the recommendation
of any Committee of the Board which it was mandatorily required to accept.
19. The Statutory Auditors have not provided any services to the subsidiaries of the Company.
No fees is paid by the subsidiaries to the Statutory Auditors of the Company. Total fees for all services paid by the Company to the
statutory auditors are provided in Note no. 38 of the Notes to Standalone Financial Statements forming part of this Annual Report.
Ashwin C. Shroff
Executive Chairman
DIN: 00019952
The Company has adopted a Code of Conduct & Ethics applicable to the Board Members and Senior Management Personnel.
This is to certify that as provided under regulation 26(3) of Listing Regulations, the Board Members and Senior Management
Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended 31st March, 2024.
RAVI A. SHROFF
Managing Director
1. This certificate is issued in accordance with the terms of our agreement dated August 02, 2024.
2. The accompanying Corporate Governance Report containing the details of compliance with the conditions of Corporate
Governance of Excel Industries Limited (the “Company”) for the year ended March 31, 2024, (the “Statement”) has been
prepared by the Management of the Company in connection with the requirements for the Company’s compliance with
the conditions of Corporate Governance set out in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27
and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V (“the Conditions of
Corporate Governance”) in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended) (“the SEBI Listing Regulations, 2015”) as communicated to us by the Management vide
its email dated August 01, 2024 (“the Management’s communication”). We have initialled the Statement for identification
purposes only.
3. The preparation of the Statement is the responsibility of the Management of the Company including the creation and
maintenance of all accounting and other records supporting its contents. This responsibility includes the design, implementation
and maintenance of internal control and procedures to ensure the Company’s compliance with the Conditions of Corporate
Governance listed in SEBI Listing Regulations, 2015.
4. The Management is also responsible for ensuring that the Company complies with the conditions of Corporate Governance in
the SEBI Listing Regulations, 2015, and that it provides complete and accurate information as requested.
Auditors’ Responsibility
5. Pursuant to the Management’s communication, it is our responsibility to examine the Statement and the underlying audited
books of account and records of the Company and certify whether the Company has complied with the Conditions of Corporate
Governance as stipulated in SEBI Listing Regulations, 2015, as set out in the Statement.
6. The financial statements relating to the books of account and records referred to in paragraph 5 above have been audited by
us pursuant to the requirements of Companies Act, 2013, on which we issued an unmodified audit opinion vide our report
dated May 24, 2024. Our audit of these financial statements has been conducted in accordance with the Standards on
Auditing referred to in Section 143(10) of the Companies Act, 2013 and other applicable authoritative pronouncements issued
by the Institute of Chartered Accountants of India (“ICAI”). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
7. We conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ and,
to the extent considered applicable, the ‘Guidance Note on Certification of Corporate Governance’ both issued by the ICAI.
The ‘Guidance Note on Reports or Certificates for Special Purposes’ requires that we comply with the ethical requirements of
the Code of Ethics issued by the ICAI.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 ‘Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related
Services Engagements’.
9. Our examination, as referred to in paragraph 7 above, is neither an audit nor an expression of opinion on the financial
statements of the Company.
Conclusion
10. Based on our examination as set out in paragraphs 7 and 9 above and the information and explanations given to us, we certify
that the Company has complied with the Conditions of Corporate Governance as stipulated in SEBI Listing Regulations, 2015,
as set out in the Statement.
11. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
Restrictions on Use
12. Our obligations in respect of this certificate are entirely separate from, and our responsibility and liability is in no way changed
by any other role we may have as auditors of the Company or otherwise. Nothing in this certificate nor anything said or done
in the course of or in connection with the services that are the subject of this certificate, will extend any duty of care we may
have in our capacity as auditors of the Company.
13. This certificate has been addressed to the members of the Company and issued at the request of the Board of Directors of
the Company solely to be annexed with the Director’s report to enable the Company to comply with its obligations under SEBI
Listing Regulations, 2015. Our certificate should not be used by any other person or for any other purpose. We do not accept
or assume any liability or duty of care for any other purpose or to any other person to whom this certificate is shown or into
whose hands it may come without our prior consent in writing.
Sachin Parekh
Partner
Membership Number: 107038
UDIN: 24107038BKGOUW8680
Place: Mumbai
Date: August 9, 2024
To
The Members
Excel Industries Limited
184-187, Swami Vivekanand Road
Jogeshwari (West), Mumbai - 400 102
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
Excel Industries Limited having CIN: L24200MH1960PLC011807 and having registered office at 184-187, Swami Vivekanand
Road, Jogeshwari (West), Mumbai – 400 102 (hereinafter referred to as ‘the Company’), produced before me by the Company
through digital mode for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C
Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications [including Directors Identification Number (DIN)
status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the Company, Directors & its
officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending
on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs, RBI or any such other Statutory Authority.
[As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
II. Products/services
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):-
Sr. No. Product/Service NIC Code (Group) % of total turnover
contributed
1 Agrochemicals Intermediaries 20219 60
2 Specialty Chemicals 20119 25
3 Polymer Inputs 22209 5
III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:
a. Number of locations
Locations Number
National (No. of States) 25
International (No. of Countries) 28
b. What is the contribution of exports as a percentage of the total turnover of the entity?
– 16%
IV. Employees
Sr. Name of the holding/ Indicate whether % of Does the entity indicated
No. subsidiary/ associate holding/Subsidiary/ shares held at column A, participate in
companies/ joint Associate/ Joint by listed the Business Responsibility
ventures (A) Venture entity or its initiatives of the listed entity?
subsidiary (Yes/No)
1. Excel Bio Resources Limited Subsidiary 100% No
2. Kamaljyot Investments Limited Subsidiary 100% No
3. Excel Rajkot C&D Waste Recycling Subsidiary 80% No
Private Limited
4. Mobitrash Recycle Ventures Associate 39.98% Yes
Private Limited (shares held by KIL
& EBRL)
5. Climacrew Private Limited (shares Associate 33.33% No
held by KIL)
6. First Energy 7 Pvt. Ltd. Associate 28.83% No
Sr. Material Indicate Rationale for In case of risk, approach to adapt or Financial
No. issue whether identifying mitigate implications of the
identified risk or the risk / risk or opportunity
opportunity opportunity (Indicate positive
(R/O) or negative
implications)
2. Sustainability Risk Failure to 1. Develop Sustainable Goals for year 2030, Negative
mitigate risks against the applicable UN Sustainable
in relation to Development Goals (SDG’s).
climate change, 2. Develop a Sustainability road map to attain
reduce carbon the Goals developed for the company.
emissions,
manage product 3. Regularly monitor the risks against the KPI’s of
life cycle, Sustainability across all sites and Head Office.
preserve nature, 4. Regularly review the Roadmap and
and its bio communicate to the Top Management.
diversity. 5. Implement the solutions identified to reduce
carbon emissions and carbon capture
across the manufacturing facilities.
6. Focus on principles of Green Chemistry
and implement it for existing and for new
product developments to reduce Water
footprint and Raw material economization.
7. Proactively invest to balance environmental
targets and to promote long term,
sustainable business growth.
a. Climate Risk Planning for 1. Maximize the use of electricity generated Negative
Change reduction of from renewable resources.
carbon emissions 2. Setup renewable power projects to get
and enhancing continual supplies for use at production
the green cover sites to reduce Carbon emissions.
at sites and
neighboring 3. Improve waste heat recovery from various
communities. processes.
4. Embracing principles of green chemistry and
changing towards renewable greener fuels.
5. Planting more trees and increasing the
green cover at sites and in the neighboring
communities under CSR.
b. Resource Opportunity Optimizing the 1. Exploring the use of alternate and Positive
Conservation usage of Raw renewable energy sources to reduce
materials and consumption of fossil fuels.
reduction of Non 2. Reuse and recycle Sulphur, Solvents and
Renewable fuels. other raw materials to conserve natural
resources and promoting circular economy.
3. By following the principles of Green
Chemistry at R&D, maximizing the
reduction, reuse and recycle of raw
materials, energy for resource conservation.
Sr. Material Indicate Rationale for In case of risk, approach to adapt or Financial
No. issue whether identifying mitigate implications of the
identified risk or the risk / risk or opportunity
opportunity opportunity (Indicate positive
(R/O) or negative
implications)
3. Energy Risk High volatility in 1. Saving of energy through improvements in Negative
efficiency prices of energy process efficiency and waste heat recovery.
like Oil, 2. Redesign, conversion or retrofitting of
Coal, Electricity existing equipment’s.
impacts variable 3. Installation of energy efficient motors and
costs. light fittings.
4. Increasing the mix of renewable energy in
consumption.
4. Cyber Risk Impairment 1. Security Vulnerability Assessment (SVA) for Negative
Security of business Security code of Responsible Care has been
operations, Loss implemented.
of valuable data 2. IT Security Vulnerability Assessment has
resulting from been completed to enhance the overall
Cyber-attacks. security against Cyber-attacks.
3. Third party has been engaged to ensure
24x7 monitoring and early detection of
Cyber security threats.
4. IT policies are being reviewed, revised and
implemented to include Cyber Security.
5. The Extended data SOFOS system has been
implemented on all the workstations at all
sites and Head Office.
6. Automated production controls are isolated
without any remote access to servers.
7. Two factor authentication and automated
firewall management and monitoring has
been implemented.
8. Cyber security awareness sessions have
been conducted for all the employees.
9. Periodic review of Cyber Security risks is being
done by the Risk Management Committee.
10. IT strategies and roadmap has been
reviewed and updated on a regular basis as
per changing business needs and trends.
5. CSR Opportunity Developmental Impacting neighboring communities near sites and Positive
projects to create at designated locations through initiatives like:
a positive impact 1. Health, well-being and education camps.
and improve Nutrition programs for women, adolescent
community girls.
relations. 2. Focusing on water conservation and ground
water recharging in catchment areas near
sites, through watershed management.
3. Enabling farmers to enhance income, through
adoption of better agricultural practices.
4. Creating employment or entrepreneurship
openings through skill development.
5. Providing opportunities to farmers to directly
sell at agricultural produce market.
P1 Businesses should conduct and govern themselves with integrity and in a manner that is ethical, transparent and
accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
P4 Businesses should respect the interests of and be responsive to all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect and make efforts to protect and restore the environment
P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a.
Whether your entity’s policy/policies cover each Yes.
principle and its core elements of the NGRBCs.
(Yes/No)
b. Has the policy been approved by the Board? (Yes/No) Yes.
c. Web Link of the Policies, if available https://www.excelind.co.in/policies/
2.
Whether the entity has translated the policy into Yes.
procedures. (Yes / No)
Do the enlisted policies extend to your value chain Yes.
3.
partners? (Yes/No)
4.
Name of the national and international codes/ Y Y Y Y Y Y Y Y Y
certifications/labels/ standards (e.g. Forest Stewardship
Council, Fairtrade, Rainforest Alliance, Trustea) standards
(e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity
and mapped to each principle.*
Note: * Responsible Care; ISO 14001:2015; ISO 45001:2018; ISO 9001:2015.
5. Specific commitments, goals and targets set by the Y Y Y Y Y Y Y Y Y
entity with defined timelines, if any.
6.
Performance of the entity against the specific Performance of each of the principles are reviewed periodically by
commitments, goals and targets along-with reasons in different teams and committees led by the Senior Management and
case the same are not met. external auditors.
Governance, leadership and oversight
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements (listed entity has flexibility regarding the placement of this disclosure)
The company is committed to integrate its Environmental, Social and Governance (ESG) principles into its businesses,
which is vital for improving the quality of life of its employees, its stakeholders and the communities it serves. The company
adheres to the principles of product stewardship by enhancing Health, Safety and Environmental impacts of products and
services across their entire life cycles. The environmental impacts refers to the changes in Climate, Resources (Energy from
Solar and Wind), Waste Water Management, Nature and Biodiversity. The company has committed to reduce its carbon
emission (Scope 1 & 2) as per in-house methods and initiatives. The company has setup a solar power plant to increase
its consumption of renewable energy. The company has established policies for Safety Health and Environment (EHS),
Resource Conservation and Responsible Care
The company is committed to conduct beneficial and fair business practices to the labor, human capital, stakeholders and to its
neighboring community. The company provides employees, stakeholders and business associates with working conditions that
are clean, safe, healthy and fair. It strives to be the neighbor of choice in the communities in which it operates and contributes
to their equitable and inclusive development. To deliver these commitments, the company has a separate CSR cell and team at
all locations. Apart from this, the company has separate policies for ‘Code of Conduct’, ‘Whistle Blower Policy’, ‘POSH’ etc.
8.
Details of the highest authority responsible for Policy is approved by the Board of Directors and signed by Executive
implementation and oversight of the Business Chairman. Oversight of the policy is done by the Executive Director,
Responsibility policy(ies). of the Company Mr. Hrishit Shroff. The functional heads of all the
departments and their teams are responsible for implementation.
9. Does the entity have a specified Committee of the Board/ Yes, the Board from time to time reviews the implementation
Director responsible for decision making on sustainability of Policies and provides valuable directions and guidance
related issues? (Yes / No). to the Management to ensure that Safety and Sustainability
If yes, provide details. implications are duly addressed in all its new initiatives, budgets,
CAPEX, OPEX, FOH, audit actions and improvement plans.
Non-Monetary
NGRBC Name of the regulatory/ Brief of the Case Has an appeal
Principle enforcement agencies/ been preferred?
judicial institutions (Yes/No)
Imprisonment
Nil
Punishment
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-
monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
NA
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link
to the policy.
– Yes.
The Company have an Anti Bribery & Anticorruption policy, which is reviewed periodically and revised to ensure it is suitable.
The Company has also adopted a Whistleblower Policy to provide a formal mechanism to the Directors, Employees and External
stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code
of Conduct.
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. In this mechanism,
there are other policies viz. the Whistleblower Policy, the Anti-Bribery, Anti-Corruption Policy and Anti-Money Laundering
Policy. These policies primarily cover risk assessment, third party due diligence, training, awareness, audit and reporting.
Under the above Policies, Compliance Officers have a functional reporting about any violation of the Policies to the Managing
Director, Company Secretary or the Chairperson of the Audit Committee. Aggravated cases of breach of the said Policies is
escalated to the Board of Directors of the Company. The Whistleblower Policy ensures that strict confidentiality is maintained
in such cases and no unfair treatment is meted out to a Whistleblower. The Company, as a Policy, condemns any kind of
discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistleblowers. With
an aim to create awareness, during the year under review, the Company also took a series of communication and training
program on the values, code of conduct and other ethical practices of the Company for internal stakeholders, vendors and
distributors, partners, etc. These policies are available at the website of the company: https://excelind.co.in/.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency
for the charges of bribery/ corruption:
FY 2023-24 FY 2022-23
Directors Nil Nil
KMP’s Nil Nil
Employees Nil Nil
Workers Nil Nil
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/
law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
– Not Applicable.
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format
FY 2023-2024 FY 2022-23
Number of days of accounts payables 137 days 62 days
9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and
advances & investments, with related parties, in the following format:
Parameter Metrics FY 2023-24 FY 2022-23
Concentration of Purchases a. Purchases from trading houses as % of total 13.45 8.42
purchases
b. Number of trading houses where purchases are 64 65
made from
c. Purchases from top 10 trading houses as % of 98.70 96.96
total purchases from trading houses
Concentration of Sales a. Sales to dealers / distributors as % of total sales 11.38 7.61
b. Number of dealers / distributors to whom sales are 259 129
made
c. Sales to top 10 dealers / distributors as % of total 78.62 89.62
sales to dealers / distributors
Share of RPTs in a. Purchases (Purchases with related parties / Total 1.29 1.50
Purchases)
b. Sales (Sales to related parties / Total Sales) 0.09 0.09
c. Loans & advances (Loans & advances given to 0 0
related parties / Total loans & advances)
d. Investments ( Investments in related parties / Total 0.74 1.17
Investments made)
Leadership Indicators
1. Awareness programs conducted for value chain partners on any of the Principles during the financial year:
Total number of awareness Topics / principles covered Value chain partners covered (by value of
programs held business done with such partners)
04 Principle: 03 4
02 Principle: 06 3
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes,
provide details of the same.
– Yes, every Director of the Company discloses his/her concern or interest in the Company or companies or bodies corporate,
firms or other association of individuals and any change therein, annually or upon any change, which includes the shareholding.
Further, a declaration is also taken annually from the Directors under the Code of Conduct confirming that they will always
act in the interest of the Company and ensure that any other business or personal association which they may have, does not
involve any conflict of interest with the operations of the Company and the role therein. The Senior Management also affirms
annually that they have not entered into any material, financial and commercial transactions, which may have a potential
conflict with the interest of the Company at large. In the Meetings of the Board, the Directors abstain from participating in
the items in which they are concerned or interested. For identifying and tracking conflict of interests involving the Directors /
KMPs of the Company, the Corporate Secretarial team maintains a database of the Directors and the entities in which they
are interested. This list is shared with the Finance department which flags off the parties in their system for monitoring and
tracking transaction(s) entered by the Company with such related parties.
For related party transactions. Full disclosure is made for all transactions with audit committee. This is on prior approval basis
and the information is reviewed quarterly
PRINCIPLE 2 Businesses should provide goods and services in a manner that are sustainable and safe.
Essential Indicators
1. Percentage of R&D and capital expenditure (Capex) investments in specific technologies to improve the environmental and
social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
FY 2023-24 FY 2022-23 Details of improvements in environmental and social impacts.
R&D 30.37 Lacs 45.45 Lacs All R&D Investments are focused on development of new products,
4.66% 5.94% sustainable technologies and adoption of principles of Green chemistry
focused on Sustainability.
Capex 1161.61 Lacs 193.75 Lacs Carbon Projects for Waste Heat Recovery, Conservation of Water,
20.66% 5.54% Conservation of Natural resources, Pollution Control, Safety for
Employees & Community, encouraging use of Green Energy for
production of sustainable chemicals.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
– Yes
b. If yes, what percentage of inputs were sourced sustainably?
– About 33% of our electricity used in manufacturing are sourced from Renewable resources.
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for
– As a part of Responsible Care Product Safety and Stewardship code, we have Standard Operating Procedures (SOP’s)
for handling, storage and disposal of each product. These procedures have been communicated to our Customers and
Channel Partners to enhance product safety at their premises and the neighboring communities. Similarly, procedures are
available for disposal at the end of life cycle assessment.
Some of the examples of reusing and recycling Packaging materials are as under:
(a) Plastics packaging: Both open top and closed top drums are recycled inside the plant and within sites.
(b) MS Drums: All empty MS closed top drums of raw materials are cleaned, cut and straightened into sheets before disposal.
(c) Use of recyclable totebins and dedicated tankers, to ensure drums can be permanently stopped for end of life disposal
processes.
(d) E-waste: E-wastes are handed over to certified vendors for safe segregation and disposal.
(e) Hazardous waste: Solid and Liquid Hazardous wastes are sent to Government approved TSDF sites for disposal.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
– Extended Producer Responsibility (EPR) is presently not applicable to the company.
Leadership indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for
its services (for service industry)? If yes, provide details in the following format?
NIC Name of Product /Service % of total Boundary for Whether Results
Code Turnover which the Life conducted by communicated
contributed Cycle Perspective independent in public domain
/ Assessment was external agency (Yes/No)
conducted (Yes/No) If yes, provide the
web-link.
20219 Agrochemical Intermediates 60 Gate to Gate No No
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products
/ services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the
same along-with action taken to mitigate the same.
– No. The fleet of ISO tankers that are being used at our site, are being washed and maintained inhouse by the ETP team and
the generated wastewater is treated at our ETP. We ensure that there is no significant social or environmental concerns
arising from disposal of our products in the Life Cycle Perspective.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry)
or providing services (for service industry).
Indicate Input material Recycled or reused input material to total material
FY 2023-24 FY 2022-23
Sulphur 14.5% 14%
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tons) reused, recycled, and safely
disposed, as per the following format:
FY 2023-24 FY 2022-23
Re-used Recycled Safely Re-used Recycled Safely
Disposed Disposed
Plastics 0 0 86 MT 0 0 126 MT
(including packaging)
E-waste 0 0 0.14 MT 0 0 0.17 MT
Hazardous waste 0 0 13435 MT 0 0 10947 MT
Other Waste-Boiler Ash. 0 0 1895 MT 0 0 1746 MT
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
– Packaging materials are recycled / reclaimed.
PRINCIPLE 3 : Businesses should respect and promote the wellbeing of all employees, including those in the value
chain.
Essential Indicators
1. a. Details of measures for the well-being of employees:
% of employees covered by
Category Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits Facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Employees
Male 468 468 100 468 100 NA NA NA NA NA NA
Female 35 35 100 35 100 35 100 NA NA NA NA
Total 503 503 100 503 100 35 7 NA NA NA NA
Other than Permanent Employees
Male NA NA NA NA NA NA NA NA NA NA NA
Female NA NA NA NA NA NA NA NA NA NA NA
Total NA NA NA NA NA NA NA NA NA NA NA
b. Details of measures for the well-being of workers:
% of Workers covered by
Category Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits Facilities
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A)
Permanent Workers
Male 544 544 100 544 100 NA NA NA NA NA NA
Female 1 1 100 1 100 1 100 NA NA NA NA
Total 545 545 100 545 100 1 0.18 NA NA NA NA
Other than Permanent Workers
Male 544 87 16 534 98 NA NA NA NA NA NA
Female 2 2 100 2 100 0 0 0 0 0 0
Total 546 89 16 536 98 0 0 0 0 0 0
c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent)
in the following format –
FY 2023-24 FY 2022-23
Cost incurred on wellbeing measures as a % 0.13% 0.09%
of total revenue of the company
7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees –
– Yes
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners.
– Yearly internal and external audits are carried out for monitoring all the HR Compliances.
3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose
family members have been placed in suitable employment:
Total no. of affected No. of employees/workers that are rehabilitated and
employees/ workers placed in suitable employment or whose family members
have been placed in suitable employment
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
Employees 0 0 0 0
Workers 0 0 0 0
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No)
– Yes, on case to case basis
5. Details on assessment of value chain partners:
% of value chain partners (by value of business done with such partners) that
were assessed
Health and Safety Practices 37
Working conditions 37
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments
of health and safety practices and working conditions of value chain partners.
– Nothing significant.
PRINCIPLE 4 : Businesses should respect the interests of and be responsive to all its stakeholders.
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
– Internal and external group of stakeholders have been identified. Presently, the given stakeholder groups which have the
immediate impact on the operations and working of the Company are Shareholders, Customers, Communities, employees,
Suppliers, Partners and Vendors.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
Stakeholder Whether Channels of communication Frequency of Purpose and scope of
Group identified as (Email, SMS, Newspaper, engagement. engagement including key
Vulnerable & pamphlets, advertisements, (Annually, Half topics and concerns raised
Marginalized community meetings, Notice Yearly, Quarterly/ during such engagements.
group (Yes/No) board, website, others). others – Please
Specify).
Shareholders No Email, Website & Newspapers Quarterly Share price appreciation,
dividends, profitability and
financial stability, robust ESG
practices, climate change risks,
cyber risks, growth prospects
Employees No Email, Website Periodically, an Responsible Care (RC),
ongoing activity. innovation, operational
efficiencies, improvement areas,
long-term strategy plans, brand
communication, health, safety
and engagement initiatives
Customers No Email, Website Periodically, an Product quality and availability,
ongoing activity. responsiveness to needs,
aftersales service, responsible
guidelines / manufacturing,
climate change disclosures, life
cycle assessment
Suppliers / No Email, Website Periodically, an Quality, timely delivery and
Partners ongoing activity. payments, ESG consideration
(sustainability, safety checks,
compliances, ethical behavior),
ISO and OHSAS standards,
collaboration and digitalization
opportunities
Government No Email, Website Periodically, an Strong ESG practices (climate
ongoing activity. change roadmap, frameworks
for sustainability and beyond
compliance and RC, changes in
regulatory frameworks, skill and
capacity building, employment,
environmental measures), policy
advocacy, timely contribution to
exchequer/ local infrastructure,
proactive engagement
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics
(Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated
into policies and activities of the entity.
– Yes, through community interaction studies, the Company engages with its stakeholders in terms of identifying and
prioritizing the issues pertaining to economic, environmental and social topics.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
– The Company follows an extensive development approach for the vulnerable and marginalized stakeholders. It has been
the Company’s constant endeavor to focus on inclusive and collaborative growth. While the Company continues to progress
on this roadmap, in the Company’s integrated development interventions all the social initiatives under these elements are
conducted around the Company’s areas of operations aiming to improve the quality of life, especially in their neighborhoods.
As per the need assessment, the vulnerable and marginalized stakeholder’s community in the Company’s neighborhood
regions aspires for better education, health care, agriculture/animal husbandry better livelihood skills and employment.
The Company site’s entry-level recruitments like Diploma Engineer Trainees, Graduate Engineer Trainees and Management
Trainees focus on recruitment from nearby communities.
The CSR has a very wide focus of vulnerable/ marginalized stakeholder groups, and are determined for their growth and
development through many of its programs on a continual basis year after year.
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:
Category FY 2023-24 FY 2022-23
No. of No. of
employees employees
/ workers / workers
Total (A) covered (B) % (B/A) Total (C) covered (D) % (D/C)
Employees
Permanent 503 70 14 500 59 12
Other than Permanent 0 0 0 0 0 0
Total Employees 503 70 14 500 59 12
Workers
Permanent 545 0 0 520 0 0
Other than Permanent 546 0 0 505 0 0
Total Employees 1091 0 0 1025 0 0
2. Details of minimum wages paid to employees and workers, in the following format:
Category FY 2023-24 FY 2022-23
Equal to More than Equal to More than
Total Minimum Wage Minimum Wage Total Minimum Wage Minimum Wage
(A) No. (B) % (B/A) No. (C) % (C/A) (D) No. (E) % (E/A) No. (F) % (F/A)
Employees
Permanent
Male 468 0 0 468 100 468 0 0 468 100
Female 35 0 0 35 100 32 0 0 32 100
Other than Permanent
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Workers
Permanent
Male 544 0 0 544 100 519 0 0 519 100
Female 1 0 0 1 100 1 0 0 1 100
Other than Permanent
Male 544 544 100 0 0 503 503 100 0 0
Female 2 2 100 0 0 2 2 100 0 0
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
– The company has a common mechanism to redress grievances under human rights as for other grievances. Grievances
are received through email, letter, or telephonically etc., it is registered by the HR and Admin department at respective
locations and its sanity check is done. For complaints, which are in the purview of the Code of Conduct committee, merits
further investigation. Investigation is either internal or external, based on its severity. The investigator conducts investigation
by gathering the data, validating, analyzing and gives his observations and recommendations. The investigation report is
further reviewed by the HR & Admin department at Sites or at H.O. Mumbai and the recommendations are acted upon. The
documentation of the action taken is filed for records. MD and the Audit Committee review these.
FY 2023-24 FY 2022-23
Total complaints reported under Sexual Nil Nil
Harassment on Women at workplace
(Prevention, Prohibition and Redressal) Act,
2013 (POSH)
Complaints on POSH as a % of female 0% 0%
employees/ workers
Complaints on POSH upheld Nil Nil
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
– As part of Whistleblower Policy and POSH Policy, the Company strictly maintains the protection of identity of the complainant.
All such matters are dealt in strict confidence. As a part of our policy on Code of Conduct, the Company does not tolerate
any form of retaliation or revenge against anyone reporting legitimate concerns. Anyone involved in targeting such a person
is subjected to disciplinary action, wherever found.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
– Yes, the company has specific clauses included in the business agreements and contracts / purchase orders. Human
rights form a part of the company’s Code of Conduct. The Company at any of its premises does not employ children below
18 years of age at its workplaces and does not use forced labor in any form.
10. Assessments for the year:
% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child labour 0%
Forced/involuntary labour 0%
Sexual harassment 0%
Discrimination at workplace 0%
Wages 0%
Others : Please Specify. 0%
11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 9 above.
– NA
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.
– NA
2. Details of the scope and coverage of any Human rights due-diligence conducted.
– NA
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016?
– No
4. Details on assessment of value chain partners:
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameters FY 2023-2024 FY 2022-2023
(GJ) (GJ)
From renewable resources – –
Total electricity consumption (A) 51521 64310
Total fuel consumption (B) 0 0
Energy consumption through other sources (C) 0 0
Total Energy consumed from Renewable sources (A+B+C) 51521 64310
From non-renewable resources – –
Total electricity consumption (D) 103715 100247
Total fuel consumption (E) 667963 584266
Energy consumption through other sources (F) 0 0
Total Energy consumed from Non-Renewable sources (D+E+F) 771678 684513
Total Energy consumed (A+B+C+D+E+F) 823199 748823
Energy intensity per rupee of turnover (Total energy consumed /
Revenue from operations) 0.0000996441 0.0000687108
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
– This data is shared with Indian Chemical Council (ICC) as a part of annual KPI
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been
achieved. In case targets have not been achieved, provide the remedial action taken, if any.
– Not Applicable
3. Provide details of the following disclosures related to water, in the following format:
Parameters FY 2023-24 FY 2022-23
Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 0 0
(iii) Third party water 494777 KL 512328 KL
(iv) Seawater / desalinated water 0 0
(v) Others 3158 KL 2585 KL
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 497935 KL 514913 KL
Total volume of water consumption (in kilolitres) 459104 KL 506073 KL
Water intensity per rupee of turnover (Total water consumption / Revenue 0.0000555722 0.0000464364
from operations)
Water intensity per rupee of turnover adjusted for Purchasing Power Parity
(PPP) (Total water consumption / Revenue from operations adjusted for PPP) 0.001123 Not Applicable
Water intensity in terms of physical output 3.86 KL/MT Not Applicable
Water intensity (optional) – the relevant metric may be selected by the entity Not Applicable Not Applicable
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
– This data is shared with Indian Chemical Council (ICC) as a part of annual KPI.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
– This data is shared with Indian Chemical Council (ICC) as a part of annual KPI.
8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
– Yes. Roha and Lote site received about 33% of its electricity requirements from Renewable resources. The company has
setup a solar power project to increase its consumption of renewable energy. The roadmap for carbon emission reductions
has been established and the company is working to meet its carbon reduction plan.
9. Provide details related to waste management by the entity, in the following format:
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
– This data is shared with Indian Chemical Council (ICC) as a part of annual KPI.
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to
manage such wastes.
– The Company has established processes to responsibly dispose off its generated wastes. The waste management practices
involves 100% recycling of gaseous wastes through scrubbing resulting in value added products.
Non Hazardous wastes like Boiler ash is sold to brick manufacturers, while Hazardous wastes are disposed off to PCB
approved TSDF units. The empty mild steel drums from raw materials are washed, cut and flatten into sheets before
disposal. Other drums are also washed and then sold off to PCB approved vendors. Similarly, Waste water is treated and is
partly recycled.
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances
are required, please specify details in the following format:
S. Location of operations/offices Type of operations Whether the conditions of environmental
No. approval / clearance are being complied
with? (Y/N)
If no, the reasons thereof and Corrective
action taken, if any.
1 Roha Manufacturing Yes, approved.
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year:
Name and brief EIA Notification Date Whether Results Relevant
details of project No. conducted by communicated Web link
independent in public
external agency domain
(Yes / No) (Yes / No)
NA
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention
and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder
(Y/N). If not, provide details of all such non-compliances, in the following format:
– Yes, the company is Complying with all the above mentioned acts and rules
S. Specify the law / regulation/ Provide Any fines / penalties / action Corrective action
No. guidelines which was not details of the taken by regulatory agencies taken, if any
complied with non- compliance such as pollution control
boards or by courts
1 Not Applicable – – –
Leadership Indicators
1. Water withdrawal consumption and discharge in areas of water stress (in kilolitres)
For each facility/ plant located in areas of water stress, provide the following information:
(i) Name of the area: MIDC Roha and MIDC Lote Parshuram
(ii) Nature of operations: Treated water is discharged to Common Effluent Treatment Plant (CETP) as per latest Consent to
Operate (CTO).
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameters Unit FY 2023-24 FY 2022-23
Total Scope 3 emissions (Break-up of the GHG into Metric tonnes of
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) CO2 equivalent Not Assessed Not Assessed
Total Scope 3 emissions per rupee of turnover MT/INR Not Assessed Not Assessed
Total Scope 3 emission intensity (optional) – the
relevant metric may be selected by the entity Not Applicable Not Assessed Not Assessed
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
– This data is still not tracked and reported.
3. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of
significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.
– The Company monitors the water quality and air quality on a regular basis as per the environmental norms, regulations
and CTO. Sites are located in Industrial Development areas / zones notified by state government, which are outside core
biodiversity areas.
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or
reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome
of such initiatives, as per the following format:
Sr. Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the initiative
No. may be provided along-with summary)
1 Integrated waste management. Consumption of Sulphur generated in process. Conservation of natural resources
2 Integrated waste management. Recycling of Solvents from process. Reduction of Pollution.
3 Water shed Management Rain water harvesting at site. Conservation of natural resources
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
– Yes, onsite emergency preparedness plan in place and it is reviewed periodically. Similarly, guidelines of Distribution code
and Nicer Globe are addressed for offsite transportation of Hazardous goods.
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
– No significant impact.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.
– 37%
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that
is responsible and transparent
Essential Indicators
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based
on adverse orders from regulatory authorities.
– Not applicable
Leadership Indicators
1. Details of public policy positions advocated by the entity:
– Not Applicable
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current
financial year.
– Not Applicable
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity,
in the following format:
– Not Applicable
helps in collaborations with the community to facilitate mutual cohesiveness and bonding while working together. We
also engage through CSR, with various sections of the community like youth, women and community leaders etc. Senior
Management proactively interacts with the community as and when required.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2023-24 FY 2022-23
Directly sourced from MSMEs/ small producers 26.65% 18.59%
Directly from within India 73.35% 51.05%
5. Job creation in smaller town – Disclose wages paid to persons employed (including employees or workers on a permanent or
non-permanent / on contract basis) in the following locations, as % of total wage cost
Location FY 2023-24 FY 2022-23
Rural – –
Semi-Urban – –
Urban 72.39% 73.82%
Metropolitan 27.61% 26.18%
(Place to be categorized as per RBI Classification System –rural/semi urban/ urban / metropolitan)
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference:
Question 1 of Essential Indicators above):
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No)
– Yes, done under local procurements through sites.
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
financial year), based on traditional knowledge:
S. Intellectual property Owned / Acquired Benefit shared Basis of calculating
No. based on traditional (Yes / No) (Yes / No) benefit share
knowledge
None
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
Name of Authority Brief of the case Corrective action taken
None
PRINCIPLE 9 : Businesses should engage with and provide value to their consumers in a responsible manner.
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
– All the sites are ISO 9001:2015 Certified and has a well-established setup of Quality Management System for receiving
and responding to complaints for the existing consumers through emails, letters and phone. Complaints are escalated and
resolved within the time depending on its nature.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:
– Yes, the Company has a detailed charter on cyber security and risk related to data privacy and is extremely vigilant on the same.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory
authorities on safety of products / services.
– The company’s cyber security has been outsourced and managed by a leading IT services company. Internally regular
reviews are conducted and corrective actions are taken to improve the cyber security as per requirements. Data privacy
requirements are being evaluated. Actions will be taken against the guilty as per data privacy law.
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
– The information on products and services of the entity can be accessed at www.excelind.co.in. Additionally they are
addressed over calls and emails.
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
– Customers are informed and educated about safe and responsible usage of products through MSDS / Product Brochures
and customized modules of trainings as a part of Product Safety and Stewardship code.
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief.
– Yes, our product labels are detailed and carry information about Hazards and safe handling of the product. Address and
contact numbers of Manufacturing site and H.O. is provided on product labels.
5. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity,
significant locations of operation of the entity or the entity as a whole? (Yes/No)
– Yes, Consumer satisfaction relating to the major products of the company has been done for all the locations of operation.
Key audit matter How our audit addressed the key audit matter
A. Assessment of the valuation of an investment Our procedures in relation to management’s assessment of
in unquoted equity instrument: the valuation of an investment in unquoted equity instrument
(Refer Notes 2(a), 8 and 41 to the standalone include following:
financial statements) • Obtained an understanding, evaluated the design, and tested
The Company has an investment amounting to
the operating effectiveness of controls over determination
Rs. 34,795.95 lakhs in unquoted equity instrument of fair value including valuation model and management
valued at ‘Fair value through Other comprehensive assumptions / judgements involved.
income’ in accordance with Indian Accounting • Evaluated independence, competence and capabilities of the
Standard (Ind AS 109), Financial Instruments, at management’s expert.
each reporting date. • Involved auditor’s expert to assist in evaluation of valuation
An independent professional valuation expert is
methodology and key valuation assumptions and judgements
engaged by the management to determine the fair involved.
value, who ascertains the fair value based on the • Evaluated competence and capabilities of the auditor’s expert.
Comparable Companies’ Multiple Inputs.
• Assessed the reasonableness of the input data provided by
The key judgements involved in the valuation are the management to the independent professional valuation
identification of comparable companies, assessment expert, such as Revenue, EBIDTA and Profit after tax of investee
of maintainable EBIDTA (Earnings before interest, company for the year ended March 31, 2024.
depreciation, taxes and amortisation) and other
relevant valuation parameters.
Key audit matter How our audit addressed the key audit matter
Given the inherent subjectivity in the valuation of • Tested the mathematical accuracy of the valuation report.
the above investments, relative significance of this • Assessed appropriateness of relevant disclosures in the
investment to the standalone financial statements standalone financial statements.
and the nature and extent of audit procedures
Based on the audit procedures performed, we found management’s
involved, we determined this to be a key audit
assessment of the valuation of investment in unquoted equity
matter.
instrument and related disclosures to be reasonable.
B.
Assessment of indicators of impairment Our procedures in relation to assessment of indicators of impairment
and the recoverable amount of goodwill and and the recoverable amount of goodwill and property, plant and
property, plant and equipment equipment include the following:
(Refer Notes 1(H), 2(b), 3 and 6 to the standalone • Analysed the indicators of impairment of property, plant and
financial statements) equipment including understanding of Company’s assessment
The Company has goodwill amounting to
of those indicators;
Rs. 1,885.28 lakhs and property, plant and • Obtained an understanding, evaluated the design, and tested
equipment amounting to Rs. 36,403.53 lakhs as on the operating effectiveness of controls over assessment of any
March 31, 2024. Goodwill is tested for impairment potential impairment indicators, determination of CGU and
annually or more frequently if events or changes in determination of recoverable value of goodwill and property,
circumstances indicate that they might be impaired. plant and equipment including management assumptions/
The Company periodically assesses the carrying judgements.
amount of its property, plant and equipment to • Involved auditor’s expert to assist in evaluation of key valuation
determine whether there is an indication that those assumptions and judgements such as discount rate and
assets have suffered impairment loss. terminal growth rate.
In making such assessments, the Company
• Evaluated competence and capabilities of the auditor’s experts.
considers both internal and external sources of
• Assessed the reasonableness of assumptions around the key
information to determine whether there is an
drivers of the cash flow forecasts such as future sales, input
indicator of impairment and, accordingly, whether
costs, discount rate and terminal value growth rate.
the recoverable amount of the cash generating unit
(CGU) needs to be estimated. • Performed sensitivity analysis over key assumptions to
corroborate that recoverable amount of goodwill and property,
An impairment loss is recognised if the recoverable
plant and equipment is within a reasonable range.
amount is lower than the carrying value. The
recoverable amount is determined based on the • Tested the mathematical accuracy of the impairment working.
higher of value in use and fair value less costs • Assessed appropriateness of relevant disclosures in the
to sell. standalone financial statements.
The assessment of indicators of impairment and Based on the above procedures performed, we found management’s
recoverable value of goodwill and property, plant and assessment of indicators of impairment and the recoverable
equipment is considered to be a key audit matter as amount of goodwill and property, plant and equipment and related
the amount is significant to the standalone financial disclosures to be reasonable.
statements and there is significant judgement
involved in estimating the recoverable value including
future cash flows, terminal value growth rate and the
weighted‑average cost of capital (discount rate).
Other Information
5. The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements and our auditor’s report thereon. The annual report
is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Responsibilities of management and those charged with governance for the standalone financial statements
6. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation and presentation of these standalone financial statements that give a true and fair view of the financial position,
financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.
7. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
11. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
12. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements – Refer Note 46(a) to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company during the year.
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries (Refer Note 55(vii) to the standalone financial statements);
(b) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries (Refer Note 55(vii) to the standalone financial statements); and
(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b)
contain any material misstatement.
v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining
its books of account which has a feature of recording audit trail (edit log) facility. The audit trail feature for one
accounting software (ERP application), including at the database level, has operated only towards the end of
the financial year, except for certain information or data. The audit trail feature for another software application
(supporting payroll) has operated throughout the financial year, except for direct database changes. During the
course of performing our procedures, other than the aforesaid instances where the question of our commenting on
whether the audit trail feature was tampered with does not arise, we did not notice any instance of the audit trail
feature being tampered with.
15. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
Bhavesh Gada
Partner
Membership Number: 117592
UDIN: 24117592BKEPIZ4807
Place: Mumbai
Date: May 24, 2024
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing
deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls,
both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether adequate internal financial controls with reference to standalone financial statements was established and
maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with
reference to standalone financial statements included obtaining an understanding of internal financial controls with reference
to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether
due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls system with reference to standalone financial statements.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to
standalone financial statements and such internal financial controls with reference to standalone financial statements were
operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.
Bhavesh Gada
Partner
Membership Number: 117592
UDIN: 24117592BKEPIZ4807
Place: Mumbai
Date: May 24, 2024
(b) In respect of the aforesaid investments and loans/advances in nature of the loans to employees, the terms and conditions under
which such loans were granted and investments were made are not prejudicial to the Company’s interest.
(c) In respect of the loans/advances in nature of loans, the schedule of repayment of principal has been stipulated and the parties are
repaying the principal amounts as stipulated. In respect of the loans, payment of interest has been stipulated and the parties are
also regular in payment of interest as applicable.
(d) In respect of the loans/advances in nature of loans, there is no amount which is overdue for more than ninety days.
(e) There were no loans /advances in nature of loans which have fallen due during the year and were renewed/extended. Further, no
fresh loans were granted to same parties to settle the existing overdue loans/advances in nature of loan.
(f) There were no loans/ advances in nature of loans which were granted during the year, including to promoters/ related parties that
were repayable on demand or without specifying any terms or period of repayment.
iv. In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of the loans and investments
made, and guarantees and security provided by it.
v. In our opinion, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73,
74, 75 and 76 or any other relevant provisions of the Act and the Rules framed thereunder, with regard to the deposits accepted by the
Company or amounts which are deemed to be deposits. According to the information and explanations given to us, no order has been
passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the
Company in respect of the aforesaid deposits, and therefore, the question of our commenting on whether the same has been complied
with or not does not arise.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under
Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the
prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records
with a view to determine whether they are accurate or complete.
vii. (a) In our opinion, the Company is regular in depositing the undisputed statutory dues, including goods and services tax, provident fund,
employees’ state insurance, income tax, duty of customs, cess, and other material statutory dues, as applicable, with the appropriate
authorities.
(b) According to information and explanation given to us and records of the Company examined by us, the particulars of statutory dues
referred to in sub-clause (a) as at March 31, 2024 which have not been deposited on account of a dispute, are as follows:
Name of the statute Nature of dues Amount Period to which the Forum where the dispute is
(Rs. in lakhs net amount relates pending
of deposit)
Income Tax Act, 1961 Income Tax 206.81 Assessment years High Court
Demand 1998-99, 2000-01
and 2002-03
Income Tax Act, 1961 Income Tax 1,504.13 Assessment years Commissioner of Income Tax -
Demand 2017-18 and 2018-19 Appeals
The Customs Act, 1962 Custom Duty 137.64 Financial Years 2011- Customs, Excise and Service tax
Demand 2012 and 2012-2013 Appellate Tribunal
The Customs Act, 1962 Custom Duty 40.89 November 2018 to Assistant Commissioner, Customs
Demand October 2020
Central Excise Act, 1944 Excise Duty 34.81 June 2008 to Customs, Excise and Service tax
Demand November 2015 Appellate Tribunal
Central Excise Act, 1944 Excise Duty 2.80 December 2015 to Commissioner Appeals
Demand June 2017
Goods and Services Tax Act, Goods and 72.28 June 2017 to Commissioner Appeals
2017 Services Tax March 2019
Demand
Mumbai Municipal Corporation Property Tax 79.40 Financial Years 2010- Assistant Assessor and Collector
Act, 1888 2011 to 2016-2017
viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961.
ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during
the year.
(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial
institution or government or any government authority.
(c) The Company has not obtained any term loans. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to
the Company.
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the
standalone financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term
purposes by the Company.
(e) On an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any
funds from any entity or person on account of or to meet the obligations of its subsidiaries or associate companies.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not
raised loans during the year on the pledge of securities held in its subsidiaries or associate companies.
x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the
year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible
debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.
xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, we have neither come across any instance of material fraud by the Company or on the
Company, noticed or reported during the year, nor have we been informed of any such case by the Management.
(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of
Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting
under clause 3(xi)(b) of the Order is not applicable to the Company.
(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted
auditing practices in India, and as represented to us by the management, no whistle-blower complaints have been received during
the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company.
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order
is not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act.
The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian
Accounting Standard 24 “Related Party Disclosures” specified under Section 133 of the Act.
xiv. (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(b) The reports of the Internal Auditor for the period under audit have been considered by us.
xv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly,
the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting
under clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under
clause 3(xvi)(b) of the Order is not applicable to the Company.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly,
the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.
(d) Based on the information and explanations provided by the management of the Company, the Group (as defined in the Core
Investment Companies (Reserve Bank) Directions, 2016) does not have any CICs, which are part of the Group. We have not, however,
separately evaluated whether the information provided by the management is accurate and complete. Accordingly, the reporting
under clause 3(xvi)(d) of the Order is not applicable to the Company.
xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order
is not applicable.
xix. On the basis of the financial ratios (also refer Note 52 to the standalone financial statements), ageing and expected dates of realisation of
financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board
of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable
of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet
date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based
on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a
period of one year from the balance sheet date will get discharged by the Company as and when they fall due.
xx. As at balance sheet date, the Company does not have any amount remaining unspent under Section 135(5) of the Act. Accordingly,
reporting under clause 3(xx) of the Order is not applicable.
xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly,
no comment in respect of the said clause has been included in this report.
Bhavesh Gada
Partner
Membership Number: 117592
UDIN: 24117592BKEPIZ4807
Place: Mumbai
Date: May 24, 2024
As at As at
Particulars Notes March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 3 38,286.82 38,611.70
Right-of-use assets 4 2,109.16 2,151.09
Capital work-in-progress 3 1,802.39 1,931.36
Investment properties 5 79.56 81.48
Goodwill 6 1,885.28 1,885.28
Other intangible assets 6 21.15 30.55
Intangible assets under development 6 49.41 —
Financial assets
(i) Investments in subsidiaries and joint venture 7 429.47 421.47
(ii) Other investments 8 40,693.53 30,182.22
(iii) Loans 9 0.56 3.30
(iv) Other financial assets 10 808.55 789.48
Non-current tax assets (net) 2,953.15 2,048.38
Other non-current assets 11 658.60 160.32
Total non-current assets 89,777.63 78,296.63
Current assets
Inventories 12 10,638.91 13,144.27
Financial assets
(i) Investments 13 17,217.28 5,300.74
(ii) Trade receivables 14 18,470.27 15,651.95
(iii) Cash and cash equivalents 15 736.43 327.29
(iv) Bank balances other than cash and cash equivalents 16 445.84 8,318.75
(v) Loans 17 21.26 21.66
(vi) Other financial assets 18 2,764.23 641.15
Other current assets 19 1,104.32 775.91
Total current assets 51,398.54 44,181.72
Total assets 1,41,176.17 1,22,478.35
EQUITY AND LIABILITIES
Equity
Equity share capital 20 628.53 628.53
Other equity 21 1,06,943.06 98,543.31
Total equity 1,07,571.59 99,171.84
LIABILITIES
Non-current liabilities
Financial liabilities
(i) Lease liabilities 22 177.83 178.09
Employee benefit obligations 23 1,325.47 1,313.02
Deferred tax liabilities (net) 24 12,023.97 9,511.42
Total non-current liabilities 13,527.27 11,002.53
Current liabilities
Financial liabilities
(i) Borrowings 25 — 89.08
(ii) Trade payables
(a) total outstanding dues of micro and small enterprises 26 696.59 678.05
(b) total outstanding dues other than (ii) (a) above 26 17,813.44 10,004.41
(iii) Lease liabilities 27 0.25 0.24
(iv) Other financial liabilities 28 441.00 553.11
Employee benefit obligations 29 635.42 500.62
Current tax liabilities (net) 42.32 47.78
Other current liabilities 30 448.29 430.69
Total current liabilities 20,077.31 12,303.98
Total liabilities 33,604.58 23,306.51
Total equity and liabilities 1,41,176.17 1,22,478.35
Material accounting policies 1
Critical estimates and judgements 2
The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date: May 24, 2024 Date: May 24, 2024
STATEMENT OF STANDALONE PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Year ended Year ended
Particulars Notes March 31, 2024 March 31, 2023
INCOME
Revenue from operations 31 82,613.91 108,981.90
Other income 32 2,934.92 1,055.90
EXPENSES
Cost of materials consumed 33 48,591.85 61,455.20
Purchases of stock-in-trade 34 566.04 1,277.12
Changes in inventories of finished goods, stock-in-trade and work-in-progress 35 1,149.29 347.14
Employee benefit expense 36 10,529.10 10,488.48
Depreciation and amortisation expenses 37 3,142.49 3,136.19
Impairment loss on property, plant and equipment 3 — 65.23
Other expenses 38 19,366.62 22,656.58
Finance costs 39 183.95 216.71
Total expenses 83,529.34 99,642.65
Profit before tax 2,019.49 10,395.15
Income tax expense 24
— Current tax 258.71 2,564.41
— Deferred tax 166.05 102.18
— Tax in respect of earlier years 84.02 (116.55)
Total tax expense 508.78 2,550.04
Profit for the year 1,510.71 7,845.11
Other comprehensive income for the year, net of tax 8,303.24 882.46
Total comprehensive income for the year 9,813.95 8,727.57
Earnings per share (in INR) 47
Basic 12.02 62.41
Diluted 12.02 62.41
Material accounting policies 1
Critical estimates and judgements 2
The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date: May 24, 2024 Date: May 24, 2024
Adjustments for:
Depreciation and amortisation expenses 3,142.49 3,136.19
Finance costs 183.95 216.71
Bad debts written off during the year 81.85 27.62
Reversal for provision of doubtful receivables (101.73) (141.72)
Provision for doubtful advances — (1.00)
Unrealised exchange differences (net) 12.32 (3.45)
Dividend income (647.62) (90.68)
Interest income (1,204.34) (511.14)
Gain on fair valuation of investments through profit and loss (380.09) (91.14)
Impairment loss on property, plant and equipment — 65.23
Profit on sale of current investments (555.41) (80.23)
Net loss on sale / discard of property, plant and equipment 84.81 124.38
Adjustments for:
(Increase) / decrease in Inventories 2,505.36 3,378.31
(Increase) / decrease in Trade receivables (2,792.11) 4,389.96
(Increase) / decrease in Other bank balances (337.97) 178.39
(Increase) / decrease in Loans (Current and Non-current) 3.14 11.85
(Increase) / decrease in Other financial assets (Current and Non-current) (2,066.41) (371.20)
(Increase) / decrease in Other assets (Current and Non-current) (276.52) 2,241.11
Increase / (decrease) in Trade payables 7,808.92 (7,365.79)
Increase / (decrease) in Other financial liabilities (Current and Non-current) 9.34 14.04
Increase / (decrease) in Employee benefit obligations (Current and Non-current) 306.31 (31.87)
Increase / (decrease) in Other current liabilities 17.60 71.14
7,813.38 15,561.86
Less: Income taxes paid (net of refunds) 470.47 2,907.45
NET CASH INFLOW GENERATED FROM OPERATING ACTIVITIES — [A] 7,342.91 12,654.41
STATEMENT OF STANDALONE CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Cash and cash equivalents at the end of the year 736.43 327.29
Notes:
1. The statement of standalone cash flows has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) - Statement of
Cash Flows.
2. The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date: May 24, 2024 Date: May 24, 2024
B. OTHER EQUITY
The accompanying notes are an integral part of these standalone financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date: May 24, 2024 Date: May 24, 2024
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
BACKGROUND
Excel Industries Limited (The Company) is a public limited company incorporated and domiciled in India. Its shares are listed on BSE Limited and National
Stock Exchange of India Limited (CIN: L24200MH1960PLC011807). The Company is engaged in business of Chemicals, and Environmental and Biotech
products and services. Chemicals comprises of manufacture of speciality chemicals, intermediates and actives catering to various end user segments like
Agrochemicals,Water Treatment, Soaps & Detergents, Lube Oil Additives, Mining Chemicals, Polymer Additives and Pharmaceuticals. Environmental and
Biotech products and services comprises of Organic Waste Management Composting, Municipal Solid Waste Management, Plastic Waste Management
and Construction and Demolition Waste Management. The Company caters to both domestic and international markets. The Company is also engaged in
manufacturing activity on behalf of third parties. The registered office of the Company is located at 184-187, Swami Vivekanand Road, Jogeshwari (West),
Mumbai, Maharashtra, India, 400102.
A. Basis of preparation
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
C. Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying
assets.
i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets
are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis and if the Company is
reasonably certain to exercise a purchase option, the right-of-use assets is depreciated over the underlying asset’s useful life. The
estimated useful lives of the assets are as follows:
Description of Assets Useful life
Building 3 years
Land 33 - 99 years
The right-of-use assets are also subject to impairment. Refer Note 1 (H) for Impairment of non-financial assets.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
D. Investment properties
Properties that are held for long-term rentals yields or for capital appreciation or both, and that are not occupied by the Company, is classified
as investment property.
Investment properties are measured initially at cost, including related transaction costs. Subsequent to initial recognition, investment properties
are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
Investment properties which includes buildings are depreciated using the straight-line method over their estimated useful lives i.e. 60 years.
The useful life has been determined based on historical experience with similar assets as well as anticipation of future events.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
I. Inventories
Raw materials, stores and spares, packing materials, work in progress, traded and finished goods are stated as lower of cost and net realisable
value. Cost of Raw materials, stores and spares, packing materials and traded goods comprises of cost of purchases. Cost of work-in-progress
and finished goods comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the
latter being allocated on the basis of normal operating capacity. Cost of inventories also include all other costs incurred in bringing the
inventories to their present location and condition. Costs are assigned to individual items of inventory on the basis of monthly moving weighted
average. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price
in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale.
Materials and other supplies held for use in production of inventories (work-in-progress and finished goods) are not written down below the
cost if the finished products in which they will be used are expected to sell at or above the cost.
By-products and unserviceable / damaged finished goods are valued at estimated net realisable value.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. The
goodwill impairment test is performed at the level of the cash generating unit or groups of cash generating units (‘CGU’) which are benefiting
from the synergies of the acquisition and which represents the lowest level at which goodwill is monitored for internal management purposes.
The Company periodically assesses the carrying amount of its property, plant and equipment to determine whether there is an indication
that those assets have suffered impairment loss. In making such assessments, the Company considers both internal and external sources of
information to determine whether there is an indicator of impairment and, accordingly, whether the recoverable amount of the individual asset
or CGU needs to be estimated.
An impairment loss is recognised if the recoverable amount is lower than the carrying value. The recoverable amount is determined based on
higher of value-in-use and fair value less cost to sell.
Key assumptions and judgements involved in estimating the recoverable value are future sales, input costs, weighted average cost of capital
(discount rate) and terminal growth rate. Cash flow projection takes into account past experience and represents management’s best estimate
about future developments. (Refer Note 3 and Note 6)
(c) Accounting for Associate Company :
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Accumulated depreciation
Opening accumulated depreciation — 969.16 8,807.58 294.81 585.73 242.25 840.72 146.36 1.80 11,888.41 —
Depreciation charge during the year — 224.71 2,255.70 64.29 182.50 54.55 220.82 41.56 0.23 3,044.36 —
Disposals — (5.17) (412.11) (4.11) (10.29) — (3.54) (0.03) — (435.25) —
Closing accumulated depreciation — 1,188.70 10,651.17 354.99 757.94 296.80 1,058.00 187.89 2.03 14,497.52 —
Accumulated impairment
Opening accumulated impairment — — — — — — — — — — —
Impairment charge during the year (Refer Note 54) — — 62.39 — — — 0.07 2.77 — 65.23 —
Closing accumulated impairment — — 62.39 — — — 0.07 2.77 — 65.23 —
Net carrying amount 1,526.79 5,900.22 28,137.79 214.65 1,290.30 330.90 1,004.01 206.52 0.52 38,611.70 1,931.36
Particulars Freehold Buildings Plant and Data Electrical Laboratory Furniture Vehicles Technical Total Capital
land machinery processing installation equipment fixture books work-in-
equipment and office progress
equipment
Year ended March 31, 2024
Gross carrying amount
Opening gross carrying amount 1,526.79 7,088.92 38,851.35 569.64 2,048.24 627.70 2,062.08 397.18 2.55 53,174.45 1,931.36
Additions — 453.04 2,305.08 31.06 76.04 40.77 43.34 9.89 — 2,959.22 2,663.96
Disposals — (152.91) (866.11) (38.40) (35.90) (1.89) (32.08) (36.43) (0.05) (1,163.77) —
Assets capitalised during the year — — — — — — — — — — (2,792.93)
Closing gross carrying amount 1,526.79 7,389.05 40,290.32 562.30 2,088.38 666.58 2,073.34 370.64 2.50 54,969.90 1,802.39
Accumulated depreciation
Opening accumulated depreciation — 1,188.70 10,651.17 354.99 757.94 296.80 1,058.00 187.89 2.03 14,497.52 —
Depreciation charge during the year — 224.06 2,328.35 68.75 180.95 57.65 183.27 45.39 0.01 3,088.43 —
Disposals — (140.27) (628.68) (36.63) (32.12) (1.89) (30.86) (32.37) (0.05) (902.87) —
Closing accumulated depreciation — 1,272.49 12,350.84 387.11 906.77 352.56 1,210.41 200.91 1.99 16,683.08 —
Accumulated impairment
Opening accumulated impairment — — 62.39 — — — 0.07 2.77 — 65.23 —
Disposals — — (62.39) — — — (0.07) (2.77) — (65.23) —
Closing accumulated impairment — — — — — — — — — — —
Net carrying amount 1,526.79 6,116.56 27,939.48 175.19 1,181.61 314.02 862.93 169.73 0.51 38,286.82 1,802.39
Notes:
(a) Buildings include cost of shares in co-operative housing societies INR 0.01 lakhs (March 31, 2023: INR 0.01 lakhs) and Freehold Land include cost of shares in co-operative Industrial Estate Limited INR 0.01 lakhs (March 31, 2023:
INR 0.01 lakhs).
(b) Property, plant and equipment pledged as security:
Refer Note 25(c) for information on property, plant and equipment pledged as security by the Company.
(c) Contractual obligations:
Refer Note 46(c)(i) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(d) Refer Note 49(a) for aging and other disclosures of Capital work-in-progress.
(e) Capital work-in-progress comprise of various projects and expansions spread over all manufacturing units. Major Capital work-in-progress are related to Chemical Segment.
(f) Net carrying value of property, plant and equipment pertaining to chemical segment is INR 36,403.53 lakhs (March 31, 2023: INR 36,488.49 lakhs).
(i) Amounts recognised in the Statement of Standalone Profit and Loss for investment properties
Particulars As at As at
March 31, 2024 March 31, 2023
Rental income from operating leases 72.86 70.15
Direct operating expenses for property that generated rental income 0.75 0.68
Direct operating expenses for property that did not generate rental income — —
Profit from investment properties before depreciation 72.11 69.47
Depreciation 1.92 1.92
Profit from investment properties 70.19 67.55
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Accumulated amortisation
Opening accumulated amortisation — 215.27 —
Amortisation charge for the year — 10.21 —
Closing accumulated amortisation — 225.48 —
Closing net carrying amount 1,885.28 21.15 49.41
(I) Goodwill :
The goodwill is tested for impairment annually. No impairment charges were identified for the year ended March 31, 2024 and March 31, 2023. For
the purpose of impairment testing, goodwill is allocated to cash-generating units (‘CGU’) or group of CGU, most likely to benefit from the synergies of
the business combination and to the lowest level at which goodwill is monitored by the Company. The carrying amount of goodwill is as under:
Particulars As at As at
March 31, 2024 March 31, 2023
Chemical Segment 1,885.28 1,885.28
Total 1,885.28 1,885.28
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Quoted Investments:
Aggregate carrying value and market value of quoted investments 5,833.60 4,858.70
Aggregate amount of impairment in the value of investments — —
Unquoted Investments:
Aggregate carrying value of unquoted investments 34,859.93 25,323.52
Aggregate amount of impairment in the value of investments — —
(a) During the current year, the Company has invested Rs. 542.50 lakhs (54,250,000 equity shares at face value of Rs. 10 each per equity share) in First Energy
7 Private Limited towards 28.83% equity ownership, for the sole purpose of procuring electricity from renewable source. Under the Companies Act 2013,
First Energy 7 Private Limited is an associate company. As per the terms of the shareholder agreement of First Energy 7 Private Limited, the Company does not
have power to participate in financial and operating policy decisions of First Energy 7 Private Limited. The said equity shares carries a dividend coupon of 0.01% of
the value of equity shares held by the Company. On termination or otherwise, there is a restriction to sell the shares at face value to the other shareholder of First
Energy 7 Private Limited. Therefore under Ind AS, the company is not an associate company. Accordingly, this equity investment is measured at amortised cost in
accordance with the requirements of Ind AS 109. Refer notes 11 & 19 for investment value considered as prepaid expenses for procurement of renewable energy.
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good (unless otherwise stated)
Capital advances
Unsecured, considered good 129.33 62.92
Unsecured, considered doubtful 76.62 76.62
205.95 139.54
Provision for doubtful capital advances (76.62) (76.62)
129.33 62.92
Balances with Government Authorities 16.68 46.00
Prepaid expenses for procurement of renewable energy (Refer Note 8(a)) 478.30 —
Prepaid expenses - others 34.29 51.40
Total 658.60 160.32
NOTE 12 - INVENTORIES
Particulars As at As at
March 31, 2024 March 31, 2023
Raw materials [including stock-in-transit INR 300.03 (March 31, 2023: INR Nil)] 5,522.15 6,654.07
Packing materials 116.40 120.41
Finished goods [including stock-in-transit INR 851.82 lakhs (March 31, 2023: INR 1,124.32 lakhs)] 1,796.90 2,803.65
Work-in-progress 2,738.88 2,900.46
Traded goods 92.91 73.87
Stores and spares (including fuel and coal) 371.67 591.81
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Notes:
(a) For credit risk and provision for loss allowance, Refer Note 42.
(b) The receivable is ‘unbilled’ as the Company has not yet issued an invoice; however, the balance has been included under trade receivables
(as opposed to contract assets) because there is an unconditional right to consideration.
(c) For aging of trade receivables, Refer Note 50.
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good (unless otherwise stated)
Loans to employees 0.77 0.08
Employee advance in nature of loan 20.49 21.58
Total 21.26 21.66
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good (unless otherwise stated)
Deposits with Non Banking Financial Companies 2,000.00 —
Interest accrued 324.50 248.76
Security deposits 233.57 198.98
Insurance Receivables 56.16 79.58
Receivable from related parties (Refer Note 45) 120.40 44.35
Others (Refer Note Below) 29.60 69.48
Total 2,764.23 641.15
Notes:
Other mainly include receivable from Life Insurance Corporation of India and other parties.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
The Company has one class of equity shares having par value of INR 5 per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in
the ensuing Annual General Meeting, except in case of Interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) Details of shares held by shareholders holding more than 5% shares in the Company:
(iv) Disclosure for shares of the Company held by parent / ultimate parent company:
(v) There is no change in authorised share capital during the year ended March 31, 2024 and March 31, 2023.
Promoter group
Anshul Specialty Molecules Private Limited 53,58,682 42.63% 1.96%
Dipkanti Investments And Financing Private Limited 2,60,732 2.07% 0.00%
Transpek Industry Limited 1,56,650 1.25% 0.00%
Vibrant Greentech India Private Limited 1,49,991 1.19% 0.00%
Pritami Investments Private Limited 89,862 0.71% 12.52%
Hyderabad Chemical Products Private Limited 6,833 0.05% 0.00%
Shrodip Investments Private Limited 29,350 0.23% 0.00%
Dilipsinh G Bhatia 1,04,082 0.83% 0.00%
(vii) No entities are identified as Core Investment Companies (CICs) as part of the Group.
(viii) There are no shares (a) allotted as fully paid by way of bonus share or pursuant to contract without payment of being received in cash or (b) bought
back during the period of 5 years immediately preceding the Balance Sheet date.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
8,184.21 818.04
Closing balance 31,706.80 23,522.59
Particulars As at As at
March 31, 2024 March 31, 2023
Lease liabilities (Refer Note 53) 177.83 178.09
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTE 24 - TAXATION
(a) Income tax expense
Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Current tax
Current tax on profits for the year 258.71 2,564.41
Adjustments to current tax in respect of earlier years 45.92 (226.60)
Total current tax expense 304.63 2,337.81
Deferred tax 166.05 102.18
Adjustments to deferred tax in respect of earlier years 38.10 110.05
Total deferred tax expense 204.15 212.23
Total Income tax expense 508.78 2,550.04
(b) Reconciliation of tax expense and accounting profit multiplied by statutory tax rates:
Particulars Year ended Year ended
March 31, 2024 March 31, 2023
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Total — 89.08
Notes:
(a) Cash credit from banks were secured by hypothecation of all tangible movable assets both present and future including stock of raw materials, finished
goods, goods in process, stores and trade receivables etc. and were further secured by charge on the immovable property at Roha and Lote Parashuram
units. The cash credit loans were repayable on demand and carried interest rates at 7.95% to 9.70% (March 31, 2023 - 7.55% to 9.15%) per annum.
(b) Refer Note 42(B) for liquidity risk.
(c) The carrying amounts of financial and non financial assets hypothecated / mortgaged as security for sanctioned borrowings are as under:
Particulars As at As at
March 31, 2024 March 31, 2023
Current Assets
Financial Assets
Trade Receivables 18,470.27 15,651.95
Non Financial Assets
Inventories 10,638.91 13,144.27
Total Current Assets Pledged as Security 29,109.18 28,796.22
Non Current Assets
Right of use assets 190.66 194.34
Freehold land 140.81 140.81
Buildings 3,544.80 3,237.20
Plant and machinery 24,763.53 24,753.05
Other property, plant and equipment 1,544.33 1,638.47
Total Non-current assets pledged as security 30,184.14 29,963.87
Total assets pledged as security 59,293.32 58,760.09
(i) Principal amount due to suppliers registered under the MSMED Act and remaining unpaid 696.59 678.05
as at year end
(ii) Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end — —
(iii) Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed 32.75 113.87
day during the year
(iv) Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED 0.13 0.20
Act, beyond the appointed day during the year
(v) Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the — —
MSMED Act, beyond the appointed day during the year
(vi) Amount of interest due and payable for the period of delay in making payment (which has — —
been paid but beyond the appointed day during the year) but without adding the interest
specified under the MSMED Act
(vii) Interest accrued and remaining unpaid at the end of the accounting year — —
(viii) Amount of further interest remaining due and payable even in the succeeding years, until — —
such date when the interest dues above are actually paid to the small enterprise, for the
purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act
(b) Refer Note 42 for information about liquidity risk and market risk of trade payables.
(c) For aging of trade payables, refer note 51.
Note:
There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.
Unclaimed matured fixed deposits of Rs. 0.33 lakh which were due for payment to the Investor Education and Protection Fund under Section 125 of the
Act as at March, 2023 has been transferred to the Investor Education and Protection Fund during the current year.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Notes:
(a) The Company does not have any remaining performance obligation as contracts entered for sale of goods are for a shorter duration.
(b) There are no material contracts for sale of services wherein, performance obligation is unsatisfied to which transaction price has been allocated.
(c) Sale of services - Others predominantly include freight and insurance on export of goods which are identified as separate performance obligation under Ind AS 115.
1,082.96 454.08
Notes:
(a) All dividends from equity investments designated at FVOCI relate to investments held at the end of the reporting period. There were no dividend income
relating to equity investments designated at FVOCI derecognised during the year.
(b) Includes sales tax refund of INR 18.01 lakhs (March 31, 2023: INR 31.51 lakhs) accounted during the year.
52,543.20 66,269.53
Less: Inventory at the end of the year 5,522.15 6,654.07
1,687.20 1,960.15
Less: Inventory at the end of the year 116.40 120.41
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
4,628.69 5,777.98
5,777.98 6,125.12
Total 1,149.29 347.14
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
A s per the leave policy of the Company, an employee is entitle to be paid / adjust the accumulated leave balance on separation. Considering the unconditional
right available with the Company to defer leave availment, the Company presents provision for leave obligation as current and non-current, based on actuarial
valuation considering estimates of availment of leave, separation etc.
(ii) Post-employment obligations
Gratuity
(a) The Company provides for gratuity (a defined benefit plan) for employees as per the Payment of Gratuity Act, 1972. Employees who are
in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity is calculated at specified number of days
(15 days/22 days) of last drawn salary depending upon the tenure of service for each year of completed service. The gratuity plan is a funded
plan and the Company makes contribution to recognised fund.
(b) The amounts recognised in balance sheet and the movement in the gratuity over the year are as follows:
Particulars Fair value of Present Value of Net amount
Plan Assets Obligations
Balance as at March 31, 2022 5,062.78 5,377.88 315.10
Current service cost — 255.74 255.74
Interest expense or cost — 386.93 386.93
Investment income 364.26 — (364.26)
Total amount recognised in Statement of Profit and Loss 364.26 642.67 278.41
Re-measurement (or Actuarial) (gain) / loss arising from:
– change in demographic assumptions — (14.01) (14.01)
– change in financial assumptions — (63.19) (63.19)
– experience variance — (17.25) (17.25)
– return on plan assets, excluding amount recognised in net (8.37) — 8.37
interest expense
Total amount recognised in Other Comprehensive Income (8.37) (94.45) (86.08)
Benefits paid through plan assets (361.94) (361.94) —
Employer's contribution 269.00 — (269.00)
Employer's contribution for earlier period credited in current year by LIC 12.98 — (12.98)
Balance as at March 31, 2023 5,338.71 5,564.16 225.45
Current service cost — 262.83 262.83
Interest expense or cost — 412.62 412.62
Investment income 395.90 — (395.90)
Total amount recognised in Statement of Profit and Loss 395.90 675.45 279.55
Re-measurement (or Actuarial) (gain) / loss arising from:
– change in demographic assumptions — — —
– change in financial assumptions — 56.23 56.23
– experience variance — (224.06) (224.06)
– return on plan assets, excluding amount recognised in net (8.77) — 8.77
interest expense
Total amount recognised in Other Comprehensive Income (8.77) (167.83) (159.06)
Benefits paid through plan assets (294.53) (294.53) —
Employer's contribution 2.04 — (2.04)
Employer's contribution for earlier period credited in current year by LIC — — —
Balance as at March 31, 2024 5,433.35 5,777.25 343.90
(d) Assumptions:
The principal financial assumptions used in valuation of Gratuity are as follows:
Particulars As at As at
March 31, 2024 March 31, 2023
Discount rate (per annum) 7.15% 7.40%
* The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion, and other
relevant factors such as supply and demand factors in the employment market.
(e) The sensitivity of the defined benefit obligation to changes in the weighted key assumptions are:
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Included in Contribution to provident and other funds (Refer note 36):
Provident fund 549.38 533.62
ESI Contribution 4.80 4.42
Superannuation fund 142.99 110.53
* The Company had acquired certain equity instrument for the purpose of holding for a longer duration and not for the purpose of selling in near term
for short term profit. Such instruments have been categorised as FVOCI.
(ii) Fair value of Financial assets and liabilities measured at amortised cost
Particulars Notes As at March 31, 2024 As at March 31, 2023
Carrying Fair Value Carrying Fair Value
Amount Amount
Financial assets
Non-current investments 8 58.73 58.73 — —
Current investments 13 7,610.95 7,610.95 — —
Trade receivables 14 18,470.27 18,470.27 15,651.95 15,651.95
Cash and cash equivalents 15 736.43 736.43 327.29 327.29
Bank balances other than cash and cash equivalents 16 445.84 445.84 8,318.75 8,318.75
Loans 9 and 17 21.82 21.82 24.96 24.96
Other financial assets 10 and 18 3,572.78 3,572.78 1,430.63 1,430.63
Total Financial Assets 30,916.82 30,916.82 25,753.58 25,753.58
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Of the trade receivables balance as at March 31, 2024, INR 2,539.57 lakhs (as at March 31, 2023: INR 1,644.61 lakhs) is due from a single customer.
There are no other customer who represent more than 10% of trade receivables.
(iv) Financial assets at FVTPL and at FVTOCI: The Company is also exposed to credit risks in relation to financial assets that are measured at FVTPL
or at FVTOCI. The maximum exposure at the end of the reporting period is the carrying amount of these assets.
8,700.00 8,610.92
Undrawn limit has been calculated based on the available drawing power and sanctioned amount at each reporting date. The working capital
facilities may be drawn at any time.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Notes Less than 1 year to 2 year to 3 year and Total Carrying
1 year 2 year 3 year above amount
As at March 31, 2023
Borrowings 25 89.08 — — — 89.08 89.08
Lease liabilities 22 and 27 14.00 14.00 14.00 693.00 735.00 178.33
Trade payables 26 10,682.46 — — — 10,682.46 10,682.46
Other financial liabilities 28 534.45 — — — 534.45 534.45
Total 11,319.99 14.00 14.00 693.00 12,040.99 11,484.32
Forward contracts for hedge purpose 28 18.66 — — — 18.66 18.66
Total derivative liabilities 18.66 — — — 18.66 18.66
(C) Market risk
The market risk for the Company comprises of risk from movements in foreign currency exchange rates and market prices.
(i) Foreign exchange risk
Foreign currency risk is that risk in which the fair value or future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Company operates internationally and a portion of its business is transacted in multiple currencies and therefore
the Company is exposed to foreign exchange risk through its overseas sales and purchases in various foreign currencies. The Company takes
decision to hedge by forming view after discussions with its advisors and as per policies set by Management.
Foreign exchange derivatives and exposures outstanding as at Balance Sheet date
The Company’s exposure to foreign currency risk at the end of the reporting period:
Particulars Currency As on March 31, 2024 As on March 31, 2023
In Foreign In INR In Foreign In INR
Currency in Lakhs Currency in Lakhs
Lakhs Lakhs
(i) Financial assets
Export receivables USD 20.98 1,749.92 21.46 1,763.37
Export receivables EURO 7.30 655.95 7.30 653.13
Bank balances USD —* 0.03 —* 0.03
Less: Exposure hedged through foreign currency
forward contracts
Export receivables USD 12.79 1,066.37 15.07 1,237.91
Export receivables EURO 7.30 655.95 6.72 600.84
Foreign currency exposure (net of forward
contracts)
Export receivables USD 8.20 683.55 6.39 525.46
Export receivables EURO — — 0.58 52.29
Bank balances USD —* 0.03 —* 0.03
(ii) Financial liabilities
* As at March 31, 2024 balance is of USD 37.31 (March 31, 2023: USD 37.31)
The Company has unhedged USD foreign currency receivable of INR 683.55 lakhs (March 31, 2023: INR 525.46 lakhs) which will be offset by
an equal amount of foreign currency payable in the next financial year.
Foreign currency risk sensitivity
The table below summarises impact of increase / decrease in the exchange rate on the Company’s profit or loss:
Particulars Increase in FC conversion rate Decrease in FC conversion rate
Change in Year ended Year ended Year ended Year ended
exchange rate March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
USD / INR 5% (72.75) (12.15) 72.75 12.15
EURO / INR 5% — 2.61 — (2.61)
Increase / (decrease) in (72.75) (9.54) 72.75 9.54
profit or loss
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Total Debt (total borrowings + lease liabilities) 178.08 267.41
Total equity 1,07,571.59 99,171.84
Debt to equity ratio 0.17% 0.27%
(b) Dividend
Particulars As at As at
March 31, 2024 March 31, 2023
(i) Equity Shares
Final dividend for the year ended March 31, 2023 - INR 11.25 (March 31, 2022 -
INR 22.50) per fully paid equity share, paid during the year 1,414.20 2,828.41
(ii) Dividend not Recognised at the end of reporting period
In addition to the above dividend, at year end the directors have recommended the
payment of final dividend of INR 5.50 (March 31, 2023 - INR 11.25) per fully paid equity
691.39 1,414.20
share. This proposed dividend is subject to the approval of shareholders in the ensuing
annual general meeting.
Revenue of INR Nil (March 31, 2023 INR 12,584.94 lakhs), which is more than 10% of Company’s total “Revenue from Operations” are derived from
a single external customer. This revenue were attributed of Chemical segment.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(b) Subsidiaries
Kamaljyot Investments Limited
Excel Bio Resources Limited
Excel Rajkot C & D Waste Recycling Private Limited (w.e.f. June 13, 2023)
(c) Associates
Climacrew Private Limited
Mobitrash Recycle Ventures Private Limited
(d) Key Management Personnel (KMP)
— Executive Directors
Mr. Ashwin C. Shroff (Executive Chairman)
Late Mrs. Usha A. Shroff
Mr. Ravi A. Shroff (Managing Director)
Mr. Hrishit A. Shroff (Executive Director)
— Non - Executive Directors (Independent Directors)
Mr. Ramchandra N. Bhogale (Independent Director)
Mr. Harish N. Motiwala (Independent Director)
Mr. Priyam S. Jhaveri (Independent Director)
Mr. Madhukar B. Parekh (Independent Director)
Mr. Shailesh S. Vaidya (Independent Director)
Mr. Rajeev M. Pandia (Independent Director)
Mr. Dipesh K. Shroff (Non - Executive Director)
Mr. Atul G. Shroff (Non - Executive Director)
Mrs. Dr. Meena A. Galliara (Non - Executive Director)
Mr. Collu Vikas Rao (Nominee Director - LIC, w.e.f. March 25, 2022 upto March 24, 2023)
Mr. Dinesh Bhagat (Nominee Director - LIC, w.e.f. March 24, 2023)
(e) Relatives of KMP with whom transactions have taken place:
Mrs. Anshul A. Bhatia (Daughter of Mr. Ashwin C. Shroff)
Mrs. Preeti D. Shroff (Wife of Mr. Dipesh K. Shroff)
(f) Enterprise over which KMP or their relative have control or significant influence and transactions have taken place:
Agrocel Industries Private Limited
Anshul Life Sciences
C C Shroff Research Institute
Chromosome Labs Private Limited
Divakar Techno Specialities & Chemicals Private Limited
Indian Centre for Climate and Societal Impact Research
Mibiome Therapeutics LLP
Pidilite Industries Limited
Rashtriya Seva Trust
Shree Vivekanand Research and Training Institute
Shroff Family Charitable Trust
Shroff Foundation Trust
Shrujan Creations
Shrujan Trust
Silox India Private Limited
TML Industries Limited
Transchem Agritech Private Limited
Transpek Industry Limited
(g) Other related parties with whom there are transactions during the year:
Excel Industries Limited, Employees Group Gratuity Fund - Post-employment benefits plan
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Sale of Rent Purchase Purchase Dividend Dividend Sales Reimbursement Reimbursement Sale of Contribution Salary, Bonus Deposit Director's CSR /
goods income of traded of received paid commission of expenses of expenses to Assets to Fund & contribution u/s. 160 of sitting Donation
goods services from to PF & Companies fees Expenditure
Commission* Act 2013
Key management personnel and
their relatives
Mr. Ashwin C. Shroff — — — — — 11.60 — — — — — 258.83 (1.00) — —
— — — — — 23.19 — — — — — 343.66 1.00 — —
Late Mrs. Usha A. Shroff — — — — — 0.73 — — — — — — — — —
— — — — — 1.46 — — — — — — — — —
Mr. Ravi A. Shroff — — — — — 5.36 — — 1.37 — — 290.77 — — —
— — — — — 10.73 — — — — — 414.99 — — —
Mr. Hrishit A. Shroff — — — — — 5.36 — — 2.66 — — 176.04 — — —
— — — — — 10.73 — — — — — 261.02 — — —
Mr. Ramchandra N. Bhogale — — — — — — — — — — — 2.50 — 6.50 —
— — — — — — — — — — — 8.00 — 7.00 —
Mr. Harish N. Motiwala — — — — — — — — — — — 2.50 — 9.50 —
— — — — — — — — — — — 8.00 — 9.10 —
Mr. Priyam S. Jhaveri — — — — — — — — — — — 2.50 — 4.90 —
— — — — — — — — — — — 8.00 — 5.60 —
Mr. Madhukar B. Parekh — — — — — — — — — — — 1.50 — 1.30 —
— — — — — — — — — — — 6.00 — 2.40 —
Mr. Shailesh S. Vaidya — — — — — — — — — — — 1.50 — 3.00 —
— — — — — — — — — — — 6.00 — 3.50 —
Mr. Rajeev M. Pandia — — — — — — — — — — — 2.50 — 7.30 —
— — — — — — — — — — — 10.00 — 7.80 —
Mr. Dipesh K. Shroff 0.04 — — — — 0.41 — — — — — — — 2.80 —
0.04 — — — — 1.94 — — — — — 6.00 — 3.30 —
Mr. Atul G. Shroff — — — — — 6.73 — — — — — — — 2.00 —
— — — — — 13.45 — — — — — 6.00 — 2.50 —
Dr. Meena Galliara — — — — — — — — — — — 1.50 — 3.90 —
— — — — — — — — — — — 6.00 — 4.20 —
Mr. Collu Vikas Rao — — — — — — — — — — — — — — —
— — — — — — — — — — — 6.00 — 1.50 —
Mr. Dinesh Bhagat — — — — — — — — 0.09 — — 1.50 — 2.00 —
— — — — — — — — — — — — — 0.50 —
Mrs. Preeti D. Shroff 0.21 — — — — 2.25 — — — — — — — — —
— — — — — — — — — — — — — — —
Mrs. Anshul A. Bhatia — — — — — 2.43 — — — — — — — — —
— — — — — 4.86 — — — — — — — — —
Amount in bold represent the amount of March 31, 2024, and amount in Italics represents amounts of March 31, 2023.
* The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are not determinable. Further,
remuneration to key managerial personnel includes INR 48.72 lakhs (March 31, 2023: INR 45.48 lakhs lakhs) towards contribution to provident fund and other
funds. The remaining remuneration to KMPs are in nature of short term employment benefit.
Transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are
unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables of payables. For
the year ended 31 March 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: INR Nil).
This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
3. Outstanding Balances
Particulars As at As at
March 31, 2024 March 31, 2023
The following balances are outstanding at the end of the reporting period in relation to transactions
with related parties
Trade receivables:
Anshul Specialty Molecules Private Limited 6.79 5.45
C C Shroff Research Institute 0.04 0.04
Mobitrash Recycle Ventures Private Limited 1.09 0.02
Agrocel Industries Private Limited 1.10 0.19
Shroff Family Charitable Trust 0.04 —
Particulars As at As at
March 31, 2024 March 31, 2023
Other receivables:
Anshul Specialty Molecules Private Limited 5.29 —
Mobitrash Recycle Ventures Private Limited 91.13 44.35
Excel Rajkot C&D Waste Recycling Pvt. Ltd. 23.98 —
Trade payables:
Anshul Specialty Molecules Private Limited — 14.07
Divakar Techno Specialities & Chemicals Private Limited 4.66 13.65
TML Industries Limited 0.22 —
Shree Vivekanand Research And Training Institute 0.58 —
Mr. Ashwin C. Shroff 18.80 115.41
Mr. Ravi A. Shroff 38.69 175.49
Mr. Hrishit. A. Shroff 24.34 119.27
Mr. Ramchandra N. Bhogale 3.67 8.00
Mr. Harish N. Motiwala 3.85 8.00
Mr. Priyam S. Jhaveri 2.50 8.00
Mr. Madhukar B. Parekh 1.95 6.00
Mr. Shailesh S. Vaidya 2.40 6.00
Mr. Rajeev M. Pandia 4.12 10.00
Mr. Dipesh K. Shroff 0.45 6.00
Mr. Atul G. Shroff 0.45 6.50
Mrs. Dr. Meena A. Galliara 2.67 6.00
Mr. Dinesh Kumar Bhagat 1.95 —
Mr. Collu Vikas Rao — 6.00
Other payables:
Anshul Specialty Molecules Private Limited 7.00 7.00
Shroff Family Charitable Trust 1.00 —
Mr. Ashwin C. Shroff — 1.00
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects
Particulars Amount
deposited in Amount spent
specified fund during the
Balance of Schedule Amount previous year Balance Balance ex-
unspent at the VII of the required to be Amount spent and consid- unspent as cess carried
beginning of Act within 6 spent during during the ered for the at end of the forward to
the year months the year year current year year next year
For the year ended — — 278.36 275.60 2.76 — 1.82
March 31, 2024
For the year ended — — 284.52 289.10 — — 4.58
March 31, 2023
Note: The Company has carried forward an excess amount spent for the financial year 2022-23 of Rs. 4.58 lakhs, the said amount is available for set off in
subsequent three years.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
As at March 31, 2024 and as at March 31, 2023, there were no projects which has exceeded its cost compared to original plan.
Ratios Numerator Denominator Year ended Year ended % Variance Reason for Variance
March 31, March 31, more than 25%
2024 2023
Current ratio Current Assets Current Liabilities 2.56 3.59 -28.71% Refer Note (a) below
Debt- Equity Ratio (%) Total Debt = total bor- Total equity 0.17% 0.27% -38.61% Refer Note (b) below
rowings + lease liabilities
Debt Service Coverage Earnings for debt service Debt service = Interest 13.35 23.09 -42.18% Refer Note (c) below
ratio = Net profit after taxes on borrowings + Lease
+ Non-cash operating Payments + Principal
expenses Repayments
Return on Equity (%) Net Profits after taxes Average Shareholder’s 1.46% 8.15% -82.08% Refer Note (d) below
Equity
Inventory Turnover ratio Revenue from operations Average Inventory 6.95 7.35 -5.44% Not applicable
(in times)
Trade Receivable Turn- Revenue from operations Average Trade Receiv- 4.84 6.13 -20.98% Not applicable
over Ratio (in times) able
Trade Payable Turnover Total Average Trade Payables 5.34 6.48 -17.61% Not applicable
Ratio (in times) Purchases+Employee
benefit expenses+Other
expenses
Net Capital Turnover Revenue from operations Working capital = 2.64 3.42 -22.85% Not applicable
Ratio Current assets – Current
liabilities
Net Profit (%) Net Profit Net credit sales = Gross 1.83% 7.20% -74.60% Refer Note (d) below
credit sales - sales return
Return on Capital Earnings before interest Average Capital 1.93% 10.08% -80.85% Refer Note (e) below
Employed (%) and taxes Employed = Tangible Net
Worth + Total Debt
Return on Investment (%) Earnings before interest Average total assets 1.67% 8.64% -80.65% Refer Note (e) below
and taxes
Notes:
(a) Movement in current ratio is mainly due to increase in current liabilities during the year.
(b) Movement in debt equity ratio is mainly due to decrease in debt during the year.
(c) Movement in debt service coverage ratio is mainly due to decrease in earnings for debt service during the year.
(d) Movement in return on equity and net profit margin is due to lower profits earned during the year.
(e) Movement in return on capital employed and Return on Investment (%) is on account of lower earnings during the year.
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
178.08 178.33
The total cash outflow for leases for the year ended March 31, 2024 was INR 14.00 lakhs (March 31, 2023 INR 56.08 lakhs)
(iii) Extension and termination options
Extension and termination options are included in a number of property and equipment leases across the Company. These are used to maximise
operational flexibility in terms of managing the assets used in the Company’s operations. All extension options held are exercisable by the Company
and termination rights are held by the Company and lessor both as per the respective lease agreements.
NOTE 54 -
On April 1, 2023, the Company had given a notice to Ahmedabad Municipal Corporation for closure of its Municipal Solid Waste (MSW) processing plant, effective
from October 1, 2023. Accordingly, the Company had recognized impairment loss of Rs. 65.23 lakhs on property, plant and equipment and inventory write off of
Rs. 60.57 lakhs pertaining to its Environment and Biotech segment for the quarter and year ended March 31, 2023. Pursuant to the said notice, the operations
were discontinued and the site was handed over to the concerned authority.
NOTE 55 - OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property
Transactions Act, 1988 (as amended in 2016) (formally the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.
(ii) Borrowing secured against assets
The Company has sanctioned borrowing facility from banks on the basis of security of current and non current assets. The quarterly returns or
statements of current assets filed by the Company with banks are in agreement with the books of accounts. During the year, the Company did not have
any borrowings from the financial institutions on the basis of security of current assets.
(iii) Wilful defaulter
The Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iv) Relationship with struck off companies
NOTES TO THE STANDALONE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date: May 24, 2024 Date: May 24, 2024
Key audit matter How our audit addressed the key audit matter
A. Assessment of the valuation of an investment in Our procedures in relation to management’s assessment of the
unquoted equity instrument: valuation of an investment in unquoted equity instrument include
(Refer Notes 2(a), 8 and 41 to the consolidated financial following:
statements) • Obtained an understanding, evaluated the design, and tested
the operating effectiveness of controls over determination
The Holding Company has an investment amounting to
Rs. 34,795.95 lakhs in unquoted equity instruments of fair value including valuation model and management
valued at ‘Fair value through Other comprehensive assumptions / judgements involved.
income’ in accordance with Indian Accounting • Evaluated independence, competence and capabilities of the
Standard (Ind AS 109), Financial Instruments, at each management’s expert.
reporting date.
Key audit matter How our audit addressed the key audit matter
An independent professional valuation expert is • Involved auditor’s expert to assist in evaluation of valuation
engaged by the management to determine the fair methodology and key valuation assumptions and judgements
value, who ascertains the fair value based on the involved.
Comparable Companies’ Multiple Inputs.
• Evaluated competence and capabilities of the auditor’s expert.
The key judgements involved in the valuation are
• Assessed the reasonableness of the input data provided by
identification of comparable companies, assessment
the management to the independent professional valuation
of maintainable EBIDTA (Earnings before interest,
expert, such as Revenue, EBIDTA and Profit after tax of
depreciation, taxes and amortisation) and other
investee company for the year ended March 31, 2024.
relevant valuation parameters.
• Tested the mathematical accuracy of the valuation report.
Given the inherent subjectivity in the valuation of
the above investments, relative significance of this • Assessed appropriateness of relevant disclosures in the
investment to the financial statements and the nature financial statements.
and extent of audit procedures involved, we determined Based on the audit procedures performed, we found management’s
this to be a key audit matter. assessment of the valuation of investment in unquoted equity
instrument and related disclosures to be reasonable.
B. Assessment of indicators of impairment and the Our procedures in relation to assessment of indicators of
recoverable amount of goodwill and property, impairment and the recoverable amount of goodwill and property,
plant and equipment plant and equipment include the following:
(Refer Notes 1(H), 2(b), 3 and 6 to the consolidated • Analysed the indicators of impairment of property, plant and
financial statements) equipment including understanding of Holding Company’s
assessment of those indicators;
The Holding Company has goodwill amounting to • Obtained an understanding, evaluated the design, and tested
Rs. 1,885.28 lakhs and property, plant and equipment the operating effectiveness of controls over assessment
amounting to Rs. 36,403.53 lakhs as on March 31, of any potential impairment indicators, determination of
2024. Goodwill is tested for impairment annually or CGU and determination of recoverable value of goodwill
more frequently if events or changes in circumstances and property, plant and equipment including management
indicate that they might be impaired. The Holding assumptions / judgements.
Company periodically assesses the carrying amount of
its property, plant and equipment to determine whether • Involved auditor’s expert to assist in evaluation of key
there is an indication that those assets have suffered valuation assumptions and judgements such as discount
impairment loss. rate and terminal growth rate.
• Evaluated competence and capabilities of the auditor’s
In making such assessments, the Holding Company experts.
considers both internal and external sources of information
to determine whether there is an indicator of impairment • Assessed the reasonableness of assumptions around the
and, accordingly, whether the recoverable amount of the key drivers of the cash flow forecasts such as future sales,
cash generating unit (CGU) needs to be estimated. input costs, discount rate and terminal value growth rate.
• Performed sensitivity analysis over key assumptions to
An impairment loss is recognised if the recoverable corroborate that recoverable amount of goodwill and
amount is lower than the carrying value. The property, plant and equipment is within a reasonable range.
recoverable amount is determined based on the higher
of value in use and fair value less costs to sell. • Tested the mathematical accuracy of the impairment
working.
The assessment of indicators of impairment and • Assessed appropriateness of relevant disclosures in the
recoverable value of goodwill and property, plant and financial statements.
equipment is considered to be a key audit matter as the
amount is significant to the financial statements and Based on the above procedures performed, we found
there is significant judgement involved in estimating management’s assessment of indicators of impairment and the
the recoverable value including future cash flows, recoverable amount of goodwill and property, plant and equipment
terminal value growth rate and the weighted‑average and related disclosures to be reasonable.
cost of capital (discount rate).
Other Information
5. The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the annual report but does not include the financial statements and our auditor’s report thereon.
The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we will not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
6. The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial
statements in terms of the requirement of the Act that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows, and consolidated changes in equity of the Group including
its associate companies in accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act. The respective Board of Directors of the companies included in the Group
and of its associate companies are responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Group and its associate companies and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the financial statements / financial information that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Directors of the Holding Company, as aforesaid.
7. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group
and its associate companies are responsible for assessing the ability of the Group and its associate companies to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the respective Board of Directors either intends to liquidate the respective companies included in the Group and its
associate companies or to cease operations, or has no realistic alternative but to do so.
8. The respective Board of Directors of the companies included in the Group and its associate companies are responsible for
overseeing the financial reporting process of the respective companies included in the Group and its associate companies.
10. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Holding Company has adequate internal financial controls with reference to consolidated financial statements in
place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group and its associate companies to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and
its associate companies to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group and its associate companies to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the audit of the financial statements of such entities
included in the consolidated financial statements of which we are the independent auditors. For the other entities
included in the consolidated financial statements, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely
responsible for our audit opinion.
11. We communicate with those charged with governance of the Holding Company, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
13. From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Other Matters
14. We did not audit the standalone financial statements of three subsidiaries whose financial statements reflect total assets
of Rs. 39,137.87 lakhs and net assets of Rs. 35,676.59 lakhs as at March 31, 2024, total revenue of Rs. 4.73 lakhs, total
comprehensive income (comprising of profit and other comprehensive income) of Rs 10,205.80 lakhs and net cash inflows
amounting to Rs. 12.17 lakhs for the year ended on that date, as considered in the consolidated financial statements. The
consolidated financial statements also include the Group’s share of total comprehensive loss (comprising of loss and other
comprehensive loss) of Rs. 13.42 lakhs* for the year ended March 31, 2024 as considered in the consolidated financial
statements, in respect of one associate company, whose financial statements have not been audited by us. These financial
statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion
on the consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of these
subsidiaries and associate company and our report in terms of sub-section (3) of Section 143 of the Act including report on
Other Information insofar as it relates to the aforesaid subsidiaries and associate company, is based solely on the reports of
the other auditors.
*restricted to the extent of Group’s interest in the associate company.
15. The consolidated financial statements also include the Group’s share of total comprehensive loss (comprising of loss and
other comprehensive loss) of Rs. 56.62 lakhs* for the year ended March 31, 2024 as considered in the consolidated financial
statements, in respect of one associate company whose financial information have not been audited by us. These financial
information are unaudited and have been furnished to us by the Management, and our opinion on the consolidated financial
statements insofar as it relates to the amounts and disclosures included in respect of an associate company and our report
in terms of sub-section (3) of Section 143 including Rule 11 of the Companies (Audit and Auditors) Rules, 2014 of the Act,
including report on Other Information insofar as it relates to the aforesaid associate company, is based solely on such unaudited
financial information. In our opinion and according to the information and explanations given to us by the Management, these
financial information are not material to the Group.
*restricted to the extent of Group’s interest in the associate company.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the matters reported in paragraphs 14 and 15 above, with respect to our reliance on the work done
and the reports of the other auditors and the financial information certified by the Management.
e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2024
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its
subsidiaries and an associate company incorporated in India, none of the directors of the Group companies, its associate
company incorporated in India is disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164(2) of the Act.
f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks
in paragraph 17(b) above on reporting under Section 143(3)(b) of the Act.
g) With respect to the adequacy of internal financial controls with reference to consolidated financial statements of the
Group and the operating effectiveness of such controls, refer to our separate report in Annexure A. Clause (i) of Section
143(3) of the Act on internal financial controls with respect to financial statements is not applicable to one subsidiary
company and one associate company pursuant to notification G.S.R 583(E) dated June 13, 2017.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statements disclose the impact, if any, of pending litigations on the consolidated financial
position of the Group and its associate company– Refer Note 47(a) to the consolidated financial statements.
ii. The Group and its associate company did not have any long-term contracts including derivative contracts as at
March 31, 2024 for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection
Fund by the Holding Company. In case of subsidiaries and an associate company incorporated in India, there are no
amounts which are required to be transferred to the Investor Education and Protection Fund.
iv. (a) The respective Managements of the Holding Company and its subsidiaries and an associate company which
are companies incorporated in India whose financial statements have been audited under the Act have
represented to us and the other auditors of such subsidiaries and associate company respectively that, to the
best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have
been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Holding Company or any of such subsidiaries and associate company to or in any other
persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiaries and
associate company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries (Refer Note 57(vii) to the consolidated financial statements).
(b) The respective Managements of the Holding Company and its subsidiaries and associate company which are
companies incorporated in India whose financial statements have been audited under the Act have represented
to us and the other auditors of such subsidiaries and associate company respectively that, to the best of their
knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually
or in the aggregate) have been received by the Holding Company or any of such subsidiaries and associate
company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Holding Company or any of such subsidiaries and associate
company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries (Refer Note 57(vii) to the consolidated financial statements).
(c) Based on the audit procedures, that has been considered reasonable and appropriate in the circumstances,
performed by us and those performed by the auditors of the subsidiaries and associate company which are
companies incorporated in India whose financial statements have been audited under the Act, nothing has
come to our or other auditor’s notice that has caused us or the other auditors to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014 (as amended)
contain any material misstatement.
v. The dividend declared and paid during the year by the Holding Company is in compliance with Section 123 of the
Act. The subsidiaries and associate companies have not declared or paid any dividend during the year.
vi. Based on our examination, which included test checks and that performed by the respective auditors of the
subsidiaries and an associate company which are companies incorporated in India, whose financial statements
have been audited under the Act, the Holding Company, its subsidiaries and an associate company have used
accounting software for maintaining their books of account which has a feature of recording audit trail (edit log)
facility. The audit trail feature for one accounting software (ERP application) of the Holding Company, including at
the database level, has operated only towards the end of the financial year, except for certain information or data.
The audit trail feature for another software application (supporting payroll) of the Holding Company has operated
throughout the financial year, except for direct database changes. The audit trail feature for the subsidiaries and an
associate company has operated throughout the year for all relevant transactions recorded in the software. During
the course of performing our procedures and basis reports of auditors of the subsidiaries and associate company,
other than the aforesaid instances where the question of our commenting on whether the audit trail feature was
tampered with does not arise, we or auditors of subsidiaries and associate company did not notice any instance of
the audit trail feature being tampered with.
18. In our opinion and based on the consideration of reports of other statutory auditors of the subsidiaries and associate company,
the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Holding Company, its subsidiaries
and associate company incorporated in India to their directors in accordance with the provisions of Section 197 read with Schedule
V to the Act.
Bhavesh Gada
Partner
Membership Number: 117592
UDIN: 24117592BKEPJA9124
Place: Mumbai
Date: May 24, 2024
Report on the Internal Financial Controls with reference to Consolidated Financial Statements under clause (i) of
sub-section 3 of Section 143 of the Act
1. In conjunction with our audit of the consolidated financial statements of Excel Industries Limited (hereinafter referred to as
“the Holding Company”) as of and for the year ended March 31, 2024, we have audited the internal financial controls with
reference to consolidated financial statements of the Holding Company which includes the internal financial controls over
financial reporting of the Holding Company and its two subsidiary companies, which are companies incorporated in India, as
of that date. Reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal
financial controls with reference to financial statements is not applicable to one subsidiary and one associate company
incorporated in India, namely, Excel Rajkot C&D Waste Recycling Private Limited and Mobitrash Recycle Ventures Private
Limited, pursuant to MCA notification GSR 583(E) dated 13 June 2017.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to consolidated
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI
and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued
by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated
financial statements was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls
with reference to consolidated financial statements included obtaining an understanding of internal financial controls with
reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error.
5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their
reports referred to in the Other Matter section below is sufficient and appropriate to provide a basis for our audit opinion on
the Holding Company’s internal financial controls system with reference to consolidated financial statements.
Opinion
8. In our opinion, the Holding Company and its subsidiaries which are companies incorporated in India, have, in all material
respects, an adequate internal financial controls system with reference to financial statements and such internal financial
controls with reference to financial statements were operating effectively as at March 31, 2024, based on the internal control
over financial reporting criteria established by the respective companies considering the essential components of internal
control stated in the Guidance Note issued by the ICAI.
Other Matter
9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls with reference to financial statements insofar as it relates to two subsidiaries, which are companies incorporated
in India, is based on the corresponding reports of the auditors of such companies incorporated in India. Our opinion is not
modified in respect of this matter.
Bhavesh Gada
Partner
Membership Number: 117592
UDIN: 24117592BKEPJA9124
Place: Mumbai
Date: May 24, 2024
The accompanying notes are an integral part of these consolidated financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Year ended Year ended
Particulars Notes March 31, 2024 March 31, 2023
INCOME
Revenue from operations 31 82,613.99 108,981.90
Other income 32 3,300.20 1,286.58
EXPENSES
Cost of materials consumed 33 48,591.85 61,455.20
Purchases of stock-in-trade 34 566.04 1,277.12
Changes in inventories of finished goods, stock-in-trade and work-in-progress 35 1,149.29 347.14
Employee benefit expense 36 10,529.10 10,488.48
Depreciation and amortisation expenses 37 3,142.59 3,136.19
Impairment loss on property, plant and equipment 3 — 65.23
Other expenses 38 19,412.42 22,668.78
Finance costs 39 187.82 217.45
The accompanying notes are an integral part of these consolidated financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Adjustments for:
Depreciation and amortisation expenses 3,142.59 3,136.19
Finance costs 187.82 217.45
Bad debts written off during the year 81.85 27.62
Reversal for provision of doubtful receivables (101.73) (141.72)
Provision for doubtful advances — (1.00)
Unrealised exchange differences (net) 12.32 (3.45)
Dividend income (947.86) (290.28)
Interest income (1,223.63) (530.64)
Gain on fair valuation of investments through profit and loss (427.46) (86.77)
Impairment loss on property, plant and equipment — 65.23
Profit on sale of current investments (555.56) (80.43)
Net loss on sale / discard of property, plant and equipment 84.81 124.38
Share in net loss of equity accounted investments in associates 70.04 36.07
Operating profit before working capital changes 2,588.23 13,049.47
Adjustments for:
(Increase) / decrease in Inventories 2,505.35 3,378.31
(Increase) / decrease in Trade receivables (2,794.14) 4,392.27
(Increase) / decrease in Other bank balances (337.97) 178.39
(Increase) / decrease in Loans (Current and Non-current) 3.14 11.85
(Increase) / decrease in Other financial assets (Current and Non-current) (2,046.37) (371.17)
(Increase) / decrease in Other assets (Current and Non-current) (238.51) 2,177.26
Increase / (decrease) in Trade payables 7,811.75 (7,365.76)
Increase / (decrease) in Other financial liabilities (Current and Non-current) 16.76 14.04
Increase / (decrease) in Employee benefit obligations (Current and Non-current) 308.41 (31.87)
Increase / (decrease) in Other current liabilities 16.62 70.83
7,833.26 15,503.62
Less: Income taxes paid (net of refunds) 595.95 2,968.84
NET CASH INFLOW GENERATED FROM OPERATING ACTIVITIES — [A] 7,237.31 12,534.78
STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS — [A+B+C] 421.31 (2,673.54)
Add: Cash and cash equivalents at the beginning of the year 357.22 3,030.76
Cash and cash equivalents at the end of the year 778.53 357.22
Notes:
1. The statement of consolidated cash flows has been prepared under the indirect method as set out in Indian Accounting Standard (Ind AS 7) - Statement of
Cash Flows.
2. The accompanying notes are an integral part of these consolidated financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date : May 24, 2024 Date : May 24, 2024
B. OTHER EQUITY
The accompanying notes are an integral part of these consolidated financial statements.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
BACKGROUND
The consolidated financial statement relates to Excel Industries Limited (the Company or the Holding Company) and its subsidiaries (collectively ‘the Group’) and
its interest in associates and joint venture. Excel Industries Limited is a public company domiciled in India. Its shares are listed on BSE Limited and National Stock
Exchange of India Limited (CIN: L24200MH1960PLC011807) having registered office of the Company at 184-187, Swami Vivekanand Road, Jogeshwari (West),
Mumbai, Maharashtra, India, 400102. The Holding Company is engaged in the business of Chemicals, and Environmental and Biotech products and services.
Chemicals comprises of manufacture of speciality chemicals, intermediates and actives catering to various end user segments like Agrochemicals,Water Treatment,
Soaps & Detergents, Lube Oil Additives, Mining Chemicals, Polymer Additives and Pharmaceuticals. Environmental and Biotech products and services comprises of
Organic Waste Management Composting, Municipal Solid Waste Management, Plastic Waste Management and Construction and Demolition Waste Management.
The Holding Company is also engaged in manufacturing activity on behalf of third parties. Excel Bio Resources Limited (EBRL) is a wholly owned subsidiary of
the Company and is in the process of exploring business opportunities in the areas of renewable bio-resources, waste management, renewable energy and
biotechnological processes. Further, during the year EBRL has acquired a chemical processing plant at Lote, Maharashtra. Kamaljyot Investments Limited, a Non
Banking Financial Company, another wholly owned subsidiary of the Company, is primarily engaged in activities of Investment Holding and Financing.
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Contd.)
(ii) Associates and Joint Venture
Associate is an entity over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds
between 20% and 50% of the voting rights. Also refer Note 8(a).
Investments in associates are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of
the post-acquisition profits or losses of the investee in profit and loss, and the Group’s share of other comprehensive income of the investee in
other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying
amount of the investment.
When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity, including any other unsecured
long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in
these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
(iii) Changes in ownership interests
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence,
any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value
becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or
financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if
the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate
share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
C Property, plant and equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less depreciation and impairments,
if any. Historical cost includes tax, duties, freight and other incidental expenditure that is directly attributable to the acquisition of the items. Indirect
expenses during construction period, which are required to bring the asset in the condition for its intended use by the management and are directly
attributable to bringing the asset to its position, are also capitalized.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
Capital work-in-progress comprises the cost of assets that are not yet ready for their intended use at the year end and are stated at historical cost and
impairment, if any.
Depreciation methods, estimated useful lives and residual value
Depreciation on property, plant and equipment is calculated on a straight line basis considering the following useful lives prescribed under schedule
II of the Companies Act 2013 or those estimated by the management, considering the factors such as expected usage of the asset, physical wear
and tear, technical or commercial obsolescence arising from changes or improvements in production, or from a change in the market demand for the
product or service output of the asset, legal or similar limits on the use of the asset etc.
Description of Asset Useful life
Plant and Machinery - Metallic 18 years
Plant and Machinery - Non-metallic 8 years
Electrical installations 10 years
Buildings (other than factory building) 60 years
Factory Buildings 30 years
Vehicles 8 years
Road 10 years
Laboratory equipment 10 years
Furniture, fixture and office equipment 5 to 10 years
Assets individually costing INR 25,000 or less are depreciated fully in the year of acquisition. The residual values are not more than 5% of the original
cost of the asset. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Freehold Buildings Plant and Data Electrical Laboratory Furniture, Vehicles Technical Total Capital
Land machinery processing installation equipment fixture books work-in-
equipment and office progress
equipment
Year ended March 31, 2023
Gross carrying amount
Opening gross carrying amount 1,526.79 7,019.49 36,494.69 470.81 1,925.88 580.27 2,011.71 319.95 2.55 50,352.14 2,120.25
Additions — 113.22 2,968.06 103.06 133.19 47.43 54.20 77.26 — 3,496.42 2,454.52
Disposals — (43.79) (611.40) (4.23) (10.83) — (3.83) (0.03) — (674.11) —
Assets capitalised during the year — — — — — — — — — — (2,643.41)
Closing gross carrying amount 1,526.79 7,088.92 38,851.35 569.64 2,048.24 627.70 2,062.08 397.18 2.55 53,174.45 1,931.36
Accumulated depreciation
Opening accumulated depreciation — 969.16 8,807.58 294.81 585.73 242.25 840.72 146.36 1.80 11,888.41 —
Depreciation charge during the year — 224.71 2,255.70 64.29 182.50 54.55 220.82 41.56 0.23 3,044.36 —
Disposals — (5.17) (412.11) (4.11) (10.29) — (3.54) (0.03) — (435.25) —
Closing accumulated depreciation — 1,188.70 10,651.17 354.99 757.94 296.80 1,058.00 187.89 2.03 14,497.52 —
Accumulated impairment
Net carrying amount 1,526.79 5,900.22 28,137.79 214.65 1,290.30 330.90 1,004.01 206.52 0.52 38,611.70 1,931.36
Particulars Freehold Buildings Plant and Data Electrical Laboratory Furniture Vehicles Technical Total Capital
Land machinery processing installation equipment fixture books work-in-
equipment and office progress
equipment
Year ended March 31, 2024
Gross carrying amount
Opening gross carrying amount 1,526.79 7,088.92 38,851.35 569.64 2,048.24 627.70 2,062.08 397.18 2.55 53,174.45 1,931.36
Additions — 502.34 2,433.89 31.63 76.04 40.77 43.81 9.15 — 3,137.62 2,663.96
Additions on account of business acquistion 49.65 34.51 0.12 0.45 84.73 —
(Refer Note 55)
Disposals — (152.91) (866.11) (38.40) (35.90) (1.89) (32.08) (36.43) (0.05) (1,163.77) —
Assets capitalised during the year — — — — — — — — — — (2,792.93)
Closing gross carrying amount 1,526.79 7,488.00 40,453.64 562.99 2,088.38 666.58 2,074.25 369.90 2.50 55,233.04 1,802.39
Accumulated depreciation
Opening accumulated depreciation — 1,188.70 10,651.17 354.99 757.94 296.80 1,058.00 187.89 2.03 14,497.52 —
Depreciation charge during the year — 224.07 2,328.40 68.75 180.95 57.65 183.27 45.39 0.01 3,088.50 —
Disposals — (140.27) (628.68) (36.63) (32.12) (1.89) (30.86) (32.37) (0.05) (902.87) —
Closing accumulated depreciation — 1,272.50 12,350.89 387.11 906.77 352.56 1,210.41 200.91 1.99 16,683.15 —
Accumulated impairment
Opening accumulated impairment — — 62.39 — — — 0.07 2.77 — 65.23 —
Disposals — — (62.39) — — — (0.07) (2.77) — (65.23) —
Closing accumulated impairment — — — — — — — — — — —
Net carrying amount 1,526.79 6,215.50 28,102.75 175.88 1,181.61 314.02 863.84 168.99 0.51 38,549.89 1,802.39
Notes:
(a) Buildings include cost of shares in co-operative housing societies INR 0.01 lakhs (March 31, 2023: INR 0.01 lakhs) and Freehold Land include cost of shares in co-operative Industrial Estate Limited INR 0.01 lakhs (March 31, 2023:
INR 0.01 lakhs).
(b) Property, plant and equipment pledged as security:
Refer Note 25(e) for information on property, plant and equipment pledged as security by the Group.
(c) Contractual obligations:
Refer Note 47(c)(i) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(d) Refer Note 52(a) for aging and other disclosures of Capital work-in-progress.
(e) Capital work-in-progress comprise of various projects and expansions spread over all manufacturing units. Major Capital work-in-progress are related to Chemical Segment.
(f) Net carrying value of property, plant and equipment pertaining to chemical segment is INR 36,403.53 lakhs (March 31, 2023: INR 36,488.49 lakhs)
(g) Refer Note 55 for assets acquired under business combination.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(i) Amounts recognised in the Statement of Consolidated Profit and Loss for investment properties
Particulars As at As at
March 31, 2024 March 31, 2023
Rental income from operating leases 72.86 70.15
Direct operating expenses for property that generated rental income 0.75 0.68
Direct operating expenses for property that did not generate rental income — —
Profit from investment properties before depreciation 72.11 69.47
Depreciation 1.92 1.92
Profit from investment properties 70.19 67.55
Accumulated amortisation
Opening accumulated amortisation — 196.34 —
Amortisation charge for the year — 18.93 —
Closing accumulated amortisation — 215.27 —
Closing net carrying amount 1,885.28 30.55 —
Accumulated amortisation
Opening accumulated amortisation — 215.27 —
Amortisation charge for the year — 10.24 —
Closing accumulated amortisation — 225.51 —
Closing net carrying amount 1,885.28 23.17 49.41
(I) Goodwill :
The goodwill is tested for impairment annually. No impairment charges were identified for the year ended March 31, 2024 and March 31, 2023. For
the purpose of impairment testing, goodwill is allocated to cash-generating units (‘CGU’) or group of CGU, most likely to benefit from the synergies of
the business combination and to the lowest level at which goodwill is monitored by the Group. The carrying amount of goodwill is as under:
Particulars As at As at
March 31, 2024 March 31, 2023
Chemical Segment 1,885.28 1,885.28
Total 1,885.28 1,885.28
Following key assumptions were considered while performing impairment testing
The recoverable amount of CGU has been calculated based on its value in use, estimated as the present value of projected future cash flows.
Particulars As at As at
March 31, 2024 March 31, 2023
Terminal Growth rate per annum 4.00% 4.00%
Weighted Average Cost of Capital % (WACC) post tax (Discount rate) per annum 14.25% 14.58%
The recoverable amount of CGU is determined using the value in use, which is arrived based on one year plan approved by the Board of Directors of
the Holding Company and their projected cash flows for the next four years. The projections cover a period of five years, as the Group believes this to
be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final
year cash flows.
The Group has performed sensitivity analysis of the impairment testing to the combined changes in key assumptions (future sales, input costs, discount
rate and terminal growth rate), based on reasonably probable assumption and didn’t identify any probable scenario in which the recoverable amount
of CGU decrease below its carrying amount.
(II) Computer Software :
Remaining useful life for computer software is 1 - 4 years as at March 31, 2024 (March 31, 2023: 1 - 4 years)
(III) Intangible assets under development
Intangible assets under development includes computer software.
As at March 31, 2024, there were no projects which are overdue or has exceeded its cost compared to original plan.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Note: Wexsam Limited, Hong Kong, was dissolved on July 15, 2016 and is fully impaired in the consolidated financial statements. The Group is in the
process of obtaining necessary approval for write off of this investment.
NOTE 8. NON-CURRENT INVESTMENTS
Particulars As at As at
March 31, 2024 March 31, 2023
Investment in equity instruments (fully paid-up)
Quoted at FVOCI
584,977 (March 31, 2023: 584,977) Equity shares of INR 10 each fully paid up in Punjab Chemicals and
Crop Protection Limited 5,808.24 4,842.44
4,285 (March 31, 2023: 4,285) Equity shares of INR 10 each fully paid up in TIL Limited 7.00 6.26
13,400 (March 31, 2023: 13,400) Equity shares of INR 10 each fully paid up in Bank of India 18.36 10.00
6,198 (March 31, 2023: 6,198) Equity share of INR 10 each fully paid in Aimco Pesticides Limited 5.61 6.79
702,703 (March 31, 2023: 702,703) Equity share of INR 10 each fully paid in Transpek Industry Limited 12,504.95 10,336.06
14 (March 31, 2023: 14) Equity share of INR 10 each fully paid in Bayer Cropscience Limited 0.73 0.58
40 (March 31, 2023: 40) Equity share of INR 2 each fully paid in Birla Precision Technologies Limited 0.02 0.01
3,500 (March 31, 2023: 3,500) Equity share of INR 1 each fully paid in Elgi Rubber Company Limited 1.70 1.02
4,700 (March 31, 2023: 4,700) Equity Share of INR 10 each fully paid in Gujarat State Financial Corporation 1.22 0.28
50,000 (March 31, 2023: 50,000) Equity share of INR 10 each fully paid in GTL Infrastructure Limited 0.80 0.35
1,000 (March 31, 2023: 1,000) Equity share of INR 1 each fully paid in Hindalco Industries Limited 5.60 4.05
100 (March 31, 2023: 100) Equity share of INR 10 each fully paid in Indokem Limited 0.10 0.10
101,625 (March 31, 2023: 102,975) Equity share of INR 5 each fully paid in Navin Fluorine International
Limited 3,162.57 4,392.19
1,021,899 (March 31, 2023: 1,032,241) Equity share of INR 10 each fully paid in Tanfac Industries
Limited 20,104.33 10,299.70
100 (March 31, 2023: 100) Equity share of INR 2 each fully paid in Uniphos Enterprises Limited 0.13 0.15
1,505 (March 31, 2023: 1,505) Equity share of INR 5 each fully paid in Alkyl Amines Chemicals Limited 27.29 32.47
375 (March 31, 2023: 375) Equity share of INR 10 each fully paid in Cosmo First Limited 1.87 2.13
27,409 (March 31, 2023: 27,409) Equity share of INR 10 each fully paid in Daikaffil Chemicals (India)
Limited 26.74 5.81
500 (March 31, 2023: 500) Equity share of INR 10 each fully paid in Deep Energy Resources Limited 0.89 0.53
500 (March 31, 2023: 500) Equity share of INR 2 each fully paid in Deepak Nitrite Limited 10.61 9.21
448 (March 31, 2023: 448) Equity share of INR 10 each fully paid in Mangalam Organics Limited 1.22 1.49
920,500 (March 31, 2023: 920,500) Equity shares of INR 10 each fully paid up in TML Industries Limited — —
1,067,450 (March 31, 2023: 1,067,450) Equity shares of INR 10 each fully paid up in Silox India Private
Limited 34,795.95 25,318.27
2,500 (March 31, 2023: 2,500) Equity shares of INR 10 each fully paid up in The Saraswat Co-operative
Bank Limited 0.25 0.25
50,000 (March 31, 2023: 50,000) Equity shares of INR 10 each fully paid up in Biotech Consortium India
Limited 5.00 5.00
1,000 (March 31, 2023: 1,000) Equity Shares of INR 10 each fully paid up in Alpic Finance Limited — —
4,900 (March 31, 2023: 4,900) Equity shares of INR 10 each fully paid up in Ashok Organic Industries — —
Limited
5 (March 31, 2023: 5) Equity shares of INR 5 each fully paid up in Syngenta India Limited — —
420 (March 31, 2023: 420) Equity shares of INR 10 each fully paid up in Lloyds Finance Limited — —
1,068 (March 31, 2023: 948) Equity Shares of INR 10 each fully paid up in Batx Energies Private Limited 291.45 225.45
3,300 (March 31, 2023: Nil) Equity Shares of INR 10 each fully paid up in Jaro Education 24.75 —
25,000 (March 31, 2023: 25,000) Equity Shares of INR 1 each fully paid up in National Stock Exchange 1,100.00 971.09
of India Limited
36,217.40 26,520.06
Unquoted at Amortized Cost
5,425,000 (March 31,2023: Nil) Equity shares of INR 10 each fully paid up in First Energy 7 Private 58.73 —
Limited*
58.73 —
Investment in preference shares (fully paid-up)
Unquoted at FVPL
17,149 (March 31, 2023: 17,149) Compulsory Convertible Preference Shares of INR 10 each fully paid up
in Bintix Waster Research Private Limited 201.19 201.19
866 (March 31, 2023: 866) Compulsory Convertible Preference Shares of INR 10 each fully paid up in
Ishitva Robotic Systems Private Limited 100.06 100.06
301.25 301.25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good (unless otherwise stated)
Margin Money deposits with maturity of more than twelve months (Refer Note 16) — 4.58
Security deposits * 811.23 784.90
Total 811.23 789.48
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good (unless otherwise stated)
Capital advances
Unsecured, considered good 134.56 62.92
Unsecured, considered doubtful 76.62 76.62
211.18 139.54
Provision for doubtful capital advances (76.62) (76.62)
134.56 62.92
Balances with Government Authorities 16.68 46.00
Prepaid expenses for procurement of renewable energy (Refer Note 8(a)) 478.30 —
Prepaid expenses - others 34.31 51.40
Total 663.85 160.32
Particulars As at As at
March 31, 2024 March 31, 2023
Investments measured at Fair Value through Profit and Loss (FVPL)
Quoted
In Mutual Funds 60.16 58.55
Unquoted
In Mutual Funds 9,936.01 5,582.96
9,996.17 5,641.51
Investments measured at Amortized Cost
Quoted
In Bonds, Debentures and Commercial Papers 7,610.95 —
7,610.95 —
Total 17,607.12 5,641.51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
– Credit impaired — —
Notes:
(a) For credit risk and provision for loss allowance, Refer Note 42.
(b) The receivable is ‘unbilled’ as the Group has not yet issued an invoice; however, the balance has been included under trade receivables (as opposed
to contract assets) because there is an unconditional right to consideration.
(c) For aging of trade receivables, Refer Note 53.
Note: There are no repatriation restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior periods.
NOTE 16. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
Particulars As at As at
March 31, 2024 March 31, 2023
Margin money deposits (Refer note below) 363.19 20.46
Unclaimed dividend account 82.65 87.41
Deposits with maturity of more than three months and less than twelve months 18.85 8,228.88
Total 464.69 8,336.75
Notes: Margin money deposits of INR 363.19 lakhs (March 31, 2023: INR 25.04 lakhs) have been given against letter of credit and bank guarantees (also
Refer note 10).
(a) Receivable from a related party - INR 10.19 lakhs (March 31, 2023: INR 7.65 lakhs), Refer Note 46.
(b) Other include receivable from LIC INR 1.90 lakhs (March 31, 2023: INR 39.88 Lakhs).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
442.48 420.95
Provision for doubtful advances (163.56) (163.56)
278.92 257.39
Export benefits receivable 54.90 58.19
Others 3.15 63.84
(iv) Disclosure for shares of the Company held by parent / ultimate parent company:
(v) There is no change in authorised share capital during the year ended March 31, 2024 and March 31, 2023.
(vi) Details of shareholding of promoters/ promoter group:
As at March 31, 2024
Name of the promoters / promoter group Number of shares % of total number % of change
of shares during the year
Promoters
Ashwin Champraj Shroff 103,070 0.82% 0.00%
Atul Govindji Shroff 59,784 0.48% 0.00%
Abhay Sunil Saraiya 2,332 0.02% 0.00%
Ravi Ashwin Shroff 47,670 0.38% 0.00%
Hrishit Ashwin Shroff 47,669 0.38% 0.00%
Ami Kantisen Shroff 44,382 0.35% 0.00%
Shruti Atul Shroff 22,018 0.18% 0.00%
Anshul Amrish Bhatia 21,616 0.17% 0.00%
Preeti Dipesh Shroff 20,042 0.16% -33.29%
Hiral Tushar Dayal 10,034 0.08% 0.00%
Dipesh Kantisen Shroff 3,619 0.03% -58.01%
Chetana P Saraiya 10,643 0.08% 0.00%
Late Usha Ashwin Shroff 6,497 0.05% 0.00%
Kantisen Chaturbhaj Shroff - HUF 5,494 0.04% 0.00%
Vishwa Atul Shroff 905 0.01% 0.00%
Tushar Charandas Dayal - HUF 1,310 0.01% 0.00%
Promoter group
Anshul Specialty Molecules Private Limited 5,358,682 42.63% 0.00%
Dipkanti Investments And Financing Private Limited 260,732 2.07% 1.96%
Transpek Industry Limited 156,650 1.25% 0.00%
Vibrant Greentech India Private Limited 149,991 1.19% 0.00%
Pritami Investments Private Limited 89,862 0.71% 12.52%
Hyderabad Chemical Products Private Limited 6,833 0.05% 0.00%
Shrodip Investments Private Limited 29,350 0.23% 0.00%
Dilipsinh G Bhatia 104,082 0.83% 0.00%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(viii) There are no shares (a) allotted as fully paid by way of bonus share or pursuant to contract without payment of being received in cash or (b) bought
back during the period of 5 years immediately preceding the Balance Sheet date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
17,831.57 4,010.22
Particulars As at As at
March 31, 2024 March 31, 2023
Lease liabilities (Refer Note 51) 177.83 178.09
(b) Reconciliation of tax expense and accounting profit multiplied by statutory tax rates :
(54.25) (30.92)
Deferred tax
Remeasurement gains / (losses) on net defined benefit plans (40.03) (21.67)
Changes in fair value of equity instruments (3,525.32) 852.27
(3,565.35) 830.60
(3,619.60) 799.68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Current Assets
Financial Assets
Trade receivables 18,470.27 15,651.95
Non Financial Assets
Inventories 10,638.91 13,144.27
Total Current Assets Pledged as Security 29,109.18 28,796.22
Non Current Assets
Right of use assets 190.66 194.34
Freehold land 140.81 140.81
Buildings 3,544.80 3,237.20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Plant and machinery 24,763.53 24,753.05
Other property plant and equipment 1,544.33 1,638.47
Total Non - current assets pledged as security 30,184.14 29,963.87
Total assets pledged as security 59,293.32 58,760.09
Particulars As at As at
March 31, 2024 March 31, 2023
Statutory dues including provident fund and tax deducted at sources 278.75 328.65
Contract liabilities (refer note below):
Advances from customers 124.35 92.12
Deferred government grant 37.45 —
Other payables 10.13 10.61
Total 450.68 431.38
Note:
The Contract liabilities outstanding at the beginning of the year has been recognised as revenue during the year ended March 31, 2024 upon satisfaction
of performance obligation.
There has been no significant change in the contract liabilities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Reconciliation of Gross revenue with the revenue from contracts with customers
Notes:
(a) The Group does not have any remaining performance obligation as contracts entered for sale of goods are for a shorter duration.
(b) There are no material contracts for sale of services wherein, performance obligation is unsatisfied to which transaction price has been allocated.
(c) Sale of services - Others predominantly include freight and insurance on export of goods which are identified as separate performance obligation
under Ind AS 115.
1,223.63 530.64
947.86 290.28
Others
Rent (Refer Note 5) 96.00 76.24
Gain on fair valuation of current investments measured at FVPL 427.46 86.77
Profit on sale of current investments measured at FVPL 555.56 80.43
Insurance Claims — 117.26
Others (Refer note (b) below) 49.69 104.96
1,128.71 465.66
Note:
(a) All dividends from equity investments designated at FVOCI relate to investments held at the end of the reporting period. There were no dividend income
relating to equity investments designated at FVOCI derecognised during the year.
(b) Includes sales tax refund of INR 18.01 lakhs (March 31, 2023: INR 31.51 lakhs) accounted during the year.
52,543.42 66,269.53
Less: Inventory at the end of the year 5,522.37 6,654.07
1,687.20 1,960.15
Less: Inventory at the end of the year 116.40 120.41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
4,628.69 5,777.98
5,777.98 6,125.12
Contribution to provident and other funds (Refer Note 40) 697.17 648.57
Gratuity (Refer Note 40) 279.55 278.41
Workman and staff welfare expenses 712.64 742.00
— —
Expected credit loss / Provision for doubtful receivables (net) (19.88) (114.10)
Provision for doubtful advances to supplier — (1.00)
Freight outward and forwarding expenses 2,603.03 3,631.82
Charity and donations* 15.04 243.56
Net foreign exchange loss 55.66 187.48
Net loss on sale / discard of property, plant and equipment 84.81 124.38
Miscellaneous expenses 1,481.62 1,601.28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
As per the leave policy of the Group, an employee is entitle to be paid / adjust the accumulated leave balance on separation. Considering the
unconditional right available with the Group to defer leave availment, the Group presents provision for leave obligation as current and non-current,
based on actuarial valuation considering estimates of availment of leave, separation etc.
Particulars As at As at
March 31, 2024 March 31, 2023
(i) Funded Plan
Present value of funded obligation 5,777.25 5,564.16
Fair value of plan assets 5,433.35 5,338.71
Deficit of funded plan 343.90 225.45
(ii) Unfunded Plan
Present value of funded obligation 2.10 —
Fair value of plan assets — —
Deficit of unfunded plan 2.10 —
Deficit of Gratuity plan 346.00 225.45
(d) Assumptions:
The principal financial assumptions used in valuation of Gratuity are as follows:
Particulars As at As at
March 31, 2024 March 31, 2023
Discount rate (per annum) 7.15% 7.40%
Salary growth rate (per annum) * 7.00% 7.00%
Attrition rate (derived based on age) 7.00% 7.00%
Mortality rate 100% of Indian 100% of Indian
Assured Lives Assured Lives
Mortality (2012-14) Mortality (2012-14)
* The estimates of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion, and other relevant
factors such as supply and demand factors in the employment market.
(e) The sensitivity of the defined benefit obligation to changes in the weighted key assumptions are:
Particulars As at March 31, 2024 As at March 31, 2023
Change in Increase Decrease Change in Increase Decrease
Assumption in Rate / in Rate / Assumption in Rate / in Rate /
Increase Increase Increase Increase
(Decrease) in (Decrease) in (Decrease) in (Decrease) in
DBO DBO DBO DBO
Discount rate 1.00% (3.80%) 4.20% 1.00% (4.00%) 4.40%
Salary growth rate 1.00% 4.80% (4.40)% 1.00% 5.00% (4.60%)
Attrition rate @ 50.00% (0.30%) 0.50% 50.00% (0.20%) 0.20%
@ Represent increase or decrease in Attrition rate by 50%
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to
occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the
end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.
The method and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.
(f) The major categories of plan assets are as follows:
Particulars As at March 31, 2024 As at March 31, 2023
Amount % Amount %
Insurer Managed funds 5,401.68 99% 5,299.08 99%
Bank Balance 31.67 1% 39.63 1%
Total 5,433.35 100% 5,338.71 100%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(h) Expected Contribution to post-employment benefit plans for next year : INR 585.13 lakhs (March 31, 2023 INR 457.12 Lakhs)
The Group’s provident fund scheme and employee’s state insurance (ESI) fund scheme are defined contribution plans. Under the schemes,
the Group is required to contribute a specified percentage of payroll cost, as specified in the rules of the scheme, to these defined contribution
schemes. The contributions to the scheme are charged to the statement of profit and loss in the period when the contributions are due.
(b) Superannuation:
Superannuation Fund is a defined contribution scheme and contributions to the scheme are charged to the statement of profit and loss in the
period when the contributions are due. The scheme is funded with an insurance company in the form of a qualifying insurance policy.
The Group has recognised following amounts as expense in the Statement of Profit and Loss:
Particulars As at As at
March 31, 2024 March 31, 2023
Included in Contribution to provident and other funds (Refer note 36):
Provident fund 549.38 533.62
ESI Contribution 4.80 4.42
Superannuation fund 142.99 110.53
Total 697.17 648.57
(a) T he Group has a termination benefit plan for its employees, viz., voluntary early separation scheme on account of continued ill-health not
amounting to occupational disease and thereby unable to perform normal duties of their post. The benefit computed as per scheme will be given
to such employees for a maximum period upto 10 years or age of retirement, whichever is earlier. In case of early death of the employee, the
legal heir of the employee shall get 50% of separation benefit for the rest of the benefit period. The costs of providing benefits under the said
plan is determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for the plan using the projected
unit credit method. Actuarial gains and losses for the defined benefit plan is recognised in full in the period in which they occur in the Statement
of Profit and Loss. This Scheme is not funded.
Particulars As at As at
March 31, 2024 March 31, 2023
Obligation not expected to be settled within next 12 months (non - current) 101.94 104.12
Obligation expected to be settled within next 12 months (current) 40.04 43.26
Total 141.98 147.38
(ii) Fair value of Financial assets and liabilities measured at amortised cost
Particulars Notes As at March 31, 2024 As at March 31, 2023
Carrying Fair Value Carrying Fair Value
Amount Amount
Financial assets
Non-Current Investments 8 58.73 58.73 — —
Current Investments 13 7,610.95 7,610.95 — —
Trade receivables 14 18,475.72 18,475.72 15,651.95 15,651.95
Cash and cash equivalents 15 778.53 778.53 357.22 357.22
Bank balances other than cash and cash equivalents 16 464.69 464.69 8,336.75 8,336.75
Loans 9 and 17 121.82 121.82 124.96 124.96
Other financial assets 10 and 18 3,562.93 3,562.93 1,438.28 1,438.28
Total Financial Assets 31,073.37 31,073.37 25,909.16 25,909.16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and
measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication
about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under
the accounting standard. An explanation of each level follows underneath the table.
(a) Financial asset and liabilities measured at fair value - recurring fair value measurements:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Gross carrying Average Expected credit Specific loss Net carrying
amount expected loss % losses allowance amount
Not due (including unbilled) 15,241.23 0.02% 3.56 — 15,237.67
0-90 days 2,865.09 0.21% 6.09 — 2,859.00
091-180 days 182.00 2.30% 4.18 — 177.82
181-270 days 149.78 6.58% 9.86 — 139.92
271-360 days 15.54 14.38% 2.21 0.17 13.16
361-730 days 66.57 16.94% 9.95 7.83 48.79
> 730 days 13.49 80.56% 10.87 — 2.62
16.80 100.00% 16.80 — —
Total 18,550.51 63.52 8.00 18,478.99
Particulars Gross carrying Average Expected credit Specific loss Net carrying
amount expected loss % losses allowance amount
Not due (including unbilled) 11,412.48 0.04% 4.06 — 11,408.42
0-90 days 3,521.06 0.39% 13.74 0.15 3,507.17
091-180 days 620.68 4.07% 25.29 — 595.39
181-270 days 116.10 9.55% 11.09 — 105.01
271-360 days 12.95 11.60% 1.50 0.02 11.43
361-730 days 26.48 23.28% 6.12 0.19 20.17
> 730 days 80.43 78.99% 16.39 59.68 4.36
>1095 days 35.02 100.00% 25.63 9.39 —
Total 15,825.20 103.82 69.43 15,651.95
(iii) Reconciliation of loss allowance provision-Trade receivables
Particular Year ended Year ended
March 31, 2024 March 31, 2023
Loss allowance at the beginning of the year 173.25 314.97
Add: Provision made —
Less: Provision utilised (81.85) (27.62)
Less: Provision reversed (19.88) (114.10)
Loss allowance at the end of the year 71.52 173.25
Of the trade receivables balance as at March 31, 2024, INR 2,539.57 lakhs (as at March 31, 2023: INR 1,644.61 lakhs) is due from a single customer.
There are no other customer who represent more than 10% of trade receivables.
(iv) Financial assets at FVTPL and at FVTOCI: The Group is also exposed to credit risks in relation to financial assets that are measured at FVTPL or at
FVTOCI. The maximum exposure at the end of the reporting period is the carrying amount of these assets.
(B) Liquidity risk
The Group determines its liquidity requirements in the short, medium and long term. This is done by drawing up cash forecast for short and medium term
requirements and strategic financing plans for long term needs.
The Group manages its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed
through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalents position. The management has arranged
for diversified funding sources and adopted a policy of managing assets with liquidity in mind and monitoring future cash flows and liquidity on a regular
basis. Surplus funds not immediately required are invested in certain financial assets (including mutual funds and deposits with banks) which provide
flexibility to liquidate at short notice and are included in current investments and cash equivalents. Besides, it generally has certain undrawn credit facilities
which can be accessed as and when required, which are reviewed periodically.
The Group has plans for managing liquidity risk. This incorporates an assessment of expected cash flows and availability of alternative sources for additional
funding, if required.
(i) Financing Arrangement
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
Particular Year ended Year ended
March 31, 2024 March 31, 2023
Cash Credit and other working capital facilities – Fixed rate — —
Cash Credit and other working capital facilities – Floating rate 8,700.00 8,610.92
8,700.00 8,610.92
Undrawn limit has been calculated based on the available drawing power and sanctioned amount at each reporting date. The working capital facilities
may be drawn at any time.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Notes Less than 1 year to 2 year to 3 year and Total Carrying
1 year 2 year 3 year above Amount
As at March 31, 2023
Borrowings 25 89.08 — — — 89.08 89.08
Lease liabilities 22 and 27 56.08 14.00 14.00 707.00 791.08 178.33
Trade payables 26 10,684.92 — — — 10,684.92 10,684.92
Other financial liabilities 28 534.45 — — — 534.45 534.45
Total non-derivative liabilities 11,364.53 14.00 14.00 707.00 12,099.53 11,486.78
Forward contracts for hedge purpose 28 18.66 — — — 18.66 18.66
Total derivative liabilities 18.66 — — — 18.66 18.66
Foreign currency
exposure (net of
forward contracts)
Export receivables USD 20.98 683.55 6.39 525.46
Export receivables EURO (5.49) — 0.58 52.29
Bank balances USD —* 0.03 —* 0.03
(ii)
Financial liabilities
Import payables USD 102.56 8,554.22 36.79 3,023.40
Less: Exposure hedged
through foreign
currency forward
contracts
Import payables USD 76.92 6,415.66 27.44 2,254.89
Foreign currency
exposure (net of
forward contracts)
Import payables USD 25.64 2,138.56 9.35 768.51
* As at March 31, 2024 balance is of USD 37.31 (March 31, 2023: USD 37.31)
The Group has unhedged USD foreign currency payable of INR 683.55 lakhs (March 31, 2023: INR 525.46 lakhs) which will be offset by an
equal amount of foreign currency receivable in the next financial year.
The table below summarises impact of increase / decrease in the exchange rate on the Group’s profit or loss:
Particulars Change in exchange rate Increase in FC conversion rate Decrease in FC conversion rate
Year ended Year ended Year ended Year ended
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
USD / INR 5% (72.75) (12.15) 72.75 12.15
EURO / INR 5% — 2.61 — (2.61)
Increase/(decrease) (72.75) (9.54) 72.75 9.54
in profit or loss
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Segment revenue includes sales, export incentives, processing charges and scrap sales.
Segment Revenue in the geographical segments considered for disclosure are as follows:
(a) Revenue within India includes sales to customers located within India.
(b) Revenue outside India includes sales to customers located outside India.
Segment Revenue, Results, Assets and Liabilities includes the respective amounts identifiable to each of segments and amounts allocated on a
reasonable basis.
(b) Segment Result:
Particulars Year ended Year ended
March 31, 2024 March 31, 2023
Segment Results
Chemicals 4,867.71 14,933.17
Environment and Biotech (548.25) (297.82)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars As at As at
March 31, 2024 March 31, 2023
Segment Assets:
Chemicals 71,991.44 71,137.95
Environment and Biotech 1,610.38 1,886.22
Unallocated 105,951.19 76,233.52
Total assets as per balance sheet 179,553.01 149,257.69
Total assets of Group broken down by location of the assets, is shown below:
India 177,147.11 146,841.16
Other countries 2,405.90 2,416.53
Total Assets 179,553.01 149,257.69
The Group had a customer based in India which accounted for more than 10% of the Group’s total revenue. Total revenue for this customer is INR Nil
(March 31, 2023 INR 12,584.94 lakhs). These revenues were attributed to the Chemical Segment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Note: The Company has accounted its share of lossess in associates to the extent of investment value as it doen’t have any legal or constructive
obligations on behalf of associates.
(b) Associates
— — — — — 193.24 17.62 — — — — — — — — —
Transpek Industry Limited
— — — — — 158.11 35.25 — — — — — — — — —
— — — — — — — 11.14 — — — — — — — —
Divakar Techno Specialities &
Chemicals Private Limited — — — — — — — 32.72 — — — — — — — —
— — — — — — — — — — — — — — — —
C C Shroff Research Institute
— 0.09 — — — — — — — — — — — — — —
— — — — — 619.12 — — — — — — — — — —
Silox India Private Limited
CORPORATE OVERVIEW
— — — — — — — — — — — — — — — —
(All amounts in INR lakhs, unless otherwise stated)
— — 12.30 — 3.04 — — — — — — — — — — —
TML Industries Limited
— — 12.30 — — — — — — — — — — — — —
— — — — — — — — — — — — — — — —
Rashtriya Seva Trust
— — — — — — — — — — — — — — — 20.00
— 4.26 — — — — — — — — — — — — — —
Shroff Family Charitable Trust
— 4.05 — — — — — — — — — — — — — —
STATUTORY REPORTS
— — — — — — — — — — — — — — — 15.00
Shrujan Trust
— — — — — — — — — — — — — — — 25.00
— — — 1.52 — — — — — — — — — — — —
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
Shrujan Creations
— — — 0.57 — — — — — — — — — — — —
FINANCIAL SECTIONS
— — — — — — — — — — — — — — — —
Pidilite Industries Limited
2.86 — — — — — — — — — — — — — — —
— — — — 13.50 — — — — — — — — — — —
Anshul Life Sciences
— — — — 13.23 — — — — — — — — — — —
— — — — — — 0.73 — — — — — — — — —
Late Mrs. Usha A. Shroff
— — — — — — 1.46 — — — — — — — — —
— — — — — — — — — — — — 1.85 — 9.50 —
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
— — — — — — — — — — — — 1.39 — 1.30 —
Mr. Madhukar B. Parekh
— — — — — — — — — — — — 6.00 — 2.40 —
— — — — — — — — — — — — 1.39 — 3.00 —
Mr. Shailesh S. Vaidya
— — — — — — — — — — — — 6.00 — 3.50 —
— — — — — — — — — — — — 2.31 — 7.30 —
Mr. Rajeev M. Pandia
— — — — — — — — — — — — 10.00 — 7.80 —
— — — — — — — — — — — — 1.39 — 3.90 —
Dr. Meena Galliara
— — — — — — — — — — — — 6.00 — 4.20 —
— — — — — — — — — — — — — — — —
Mr. Collu Vikas Rao
— — — — — — — — — — — — 6.00 — 1.50 —
0.21 — — — — — 2.25 — — — — — — — — —
Mrs. Preeti D. Shroff
CORPORATE OVERVIEW
— — — — — — — — — — — — — — — —
(All amounts in INR lakhs, unless otherwise stated)
— — — — — — 2.43 — — — — — — — — —
Mrs. Anshul A. Bhatia
— — — — — — 4.86 — — — — — — — — —
Amount in bold represent the amount of March 31, 2024 and amount in italics represent amount of March 31, 2023.
* The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are not determinable. Further, remuneration to key managerial personnel includes
INR 48.72 lakhs (March 31, 2023: INR 45.48 lakhs) towards contribution to provident fund and other funds. The remaining remuneration to KMPs are in nature of short term employment benefit.
Transactions with related parties are made on lerms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.
There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Group has not recorded any impairment of receivables relating to amounts
owed by related parties (31 March 2023: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
STATUTORY REPORTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
FINANCIAL SECTIONS
Particulars As at As at
March 31, 2024 March 31, 2023
The following balances are outstanding at the end of the reporting period in relation to transactions
with related parties
Trade receivables:
Anshul Specialty Molecules Private Limited 6.79 5.45
C C Shroff Research Institute 0.04 0.04
Mobitrash Recycle Ventures Private Limited 1.09 0.02
Agrocel Industries Private Limited 1.10 0.19
Shroff Family Charitable Trust 0.04 —
Other receivables:
Anshul Specialty Molecules Private Limited 5.29 —
Mobitrash Recycle Ventures Private Limited 91.13 44.35
TML Industries Limited (including interest accrued of INR 10.19 lakhs 110.19 107.65
(March 31, 2023: INR 7.65 lakhs))
Trade payables:
Anshul Specialty Molecules Private Limited — 14.07
Divakar Techno Specialities & Chemicals Private Limited 4.66 13.65
TML Industries Limited 0.22 —
Shree Vivekanand Research And Training Institute 0.58 —
Mr. Ashwin C. Shroff 18.80 115.41
Mr. Ravi A. Shroff 38.69 175.49
Mr. Hrishit. A. Shroff 24.34 119.27
Mr. Ramchandra N. Bhogale 3.02 8.00
Mr. Harish N. Motiwala 3.20 8.00
Mr. Priyam S. Jhaveri 1.85 8.00
Mr. Madhukar B. Parekh 1.84 6.00
Mr. Shailesh S. Vaidya 2.29 6.00
Mr. Rajeev M. Pandia 3.93 10.00
Mr. Dipesh K. Shroff 1.84 6.00
Mr. Atul G. Shroff 1.84 6.50
Mrs. Dr. Meena A. Galliara 2.56 6.00
Mr. Dinesh Kumar Bhagat 1.84 —
Mr. Collu Vikas Rao — 6.00
Other payables:
Anshul Specialty Molecules Private Limited 7.00 7.00
Shroff Family Charitable Trust 1.00 —
Mr. Ashwin C. Shroff — 1.00
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(i) It is not practicable for the Group to estimate the timings of cash outflows, if any, in respect of the above contingent liabilities pending resolution
of the respective proceedings as it is determinable only on the receipt of judgments / decisions pending with various forums / authorities.
(ii) The Group does not except any reimbursements in respect of the above contingent liabilities.
(iii) The Group’s pending litigation comprises of claims against the Group made by workers / others and pertaining to proceedings pending with
various direct tax, indirect tax and other authorities. The Group has reviewed all its pending litigations and proceedings and has adequately
provided for where provisions are required and disclosed as contingent liabilities, where applicable, in its consolidated financial statements. The
Group does not expect the outcome of these proceedings to have a materially adverse effect on its consolidated financial statements.
Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects
Amount Amount
deposited in spent during
specified fund the previous
Balance of Schedule Amount year and Balance Balance ex-
unspent at the VII of the Act required to be Amount spent considered for unspent as cess carried
beginning of within spent during during the the current at end of the forward to
Particulars the year 6 months the year year year year next year
For the year ended — — 278.36 275.60 2.76 — 1.82
March 31, 2024
For the year ended — — 284.52 289.10 — — 4.58
March 31, 2023
Note: The Group has carried forward an excess amount spent for the financial year 2022-23 of Rs. 4.58 lakhs, the said amount is available for set off in subsequent
three years.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
NOTE 50. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE III OF THE COMPANIES ACT, 2013
Name of the entity in the Net assets (total assets Share in profit or (loss) Share in other comprehensive Share in total
Group minus total liabilities) income comprehensive income
As a % of Amount As a % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
Parent
Excel Industries Limited
March 31, 2024 75.38% 107,571.59 88.81% 1,510.71 45.51% 8,303.24 49.20% 9,813.95
March 31, 2023 79.86% 99,171.84 98.14% 7,845.11 21.66% 882.46 72.32% 8,727.57
Subsidiaries
Excel Bio Resources
Limited
March 31, 2024 0.04% 59.32 –0.60% (10.24) 0.00% — –0.05% (10.24)
March 31, 2023 0.06% 69.56 0.03% 2.38 0.00% — 0.02% 2.38
Kamaljyot Investments
Limited
March 31, 2024 24.96% 35,619.38 16.88% 287.08 54.49% 9,941.07 51.28% 10,228.15
March 31, 2023 20.45% 25,391.24 2.78% 222.13 78.34% 3,192.18 28.29% 3,414.31
Excel Rajkot C&D Waste
Recycling Limited
March 31, 2024 0.00% (2.10) –0.71% (12.10) 0.00% — –0.06% (12.10)
March 31, 2023 0.00% — 0.00% — 0.00% — 0.00% —
MobiTrash Recycle
Ventures Private Limited
March 31, 2024 0.00% — –0.79% (13.42) 0.00% — –0.07% (13.42)
March 31, 2023 0.01% 13.42 0.17% 13.42 0.00% — 0.11% 13.42
Climacrew Private Limited
March 31, 2024 0.00% — –3.33% (56.62) 0.00% — –0.28% (56.62)
March 31, 2023 0.00% — –0.62% (49.49) 0.00% — –0.41% (49.49)
Consolidation elimination
March 31, 2024 –0.38% (542.38) –0.26% (4.41) 0.00% — –0.02% (4.41)
March 31, 2023 –0.38% (471.36) –0.50% (40.00) 0.00% — –0.33% (40.00)
Total
March 31, 2024 100% 142,705.81 100% 1,701.00 100% 18,244.31 100% 19,945.31
March 31, 2023 100% 124,174.70 100% 7,993.55 100% 4,074.64 100% 12,068.19
Accumulated depreciation
Opening accumulated depreciation 123.37 132.44 255.81
Accumulated depreciation
Opening accumulated depreciation 92.53 92.30 184.83
Depreciation charged for the year 30.84 40.14 70.98
Closing accumulated depreciation 123.37 132.44 255.81
Net carrying amount 1.78 2,149.31 2,151.09
The total cash outflow for leases for the year ended March 31, 2024 was INR 14.00 lakhs (March 31, 2023 INR 56.08 lakhs)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
(b) Completion schedule for capital work-in-progress whose completion is overdue as compared to its original plan:
To be completed in
Less than More than
Particulars
1 year 1-2 years 2-3 years 3 years Total
As at 31 March 2024
(i) Projects in progress
New Research and Development facility, Mumbai 444.19 — — — 444.19
Innovation Center, Mumbai 374.12 — — — 374.12
Bulk storage facility 373.56 — — — 373.56
Others 204.06 — — — 204.06
(ii) Projects temporarily suspended — — — — —
Total 1,395.94 — — — 1,395.94
To be completed in
Less than More than
Particulars
1 year 1-2 years 2-3 years 3 years Total
As at 31 March 2023
(i) Projects in progress
New Research and Development facility, Mumbai 464.91 — — — 464.91
(ii) Projects temporarily suspended — — — — —
Total 464.91 — — — 464.91
As at March 31, 2024 and as at March 31, 2023, there were no projects which has exceeded its cost compared to original plan.
NOTE 53. AGING OF TRADE RECEIVABLES
Outstanding for following periods from due date
More
Less than 6 months than
Particulars Unbilled Not Due 6 Months – 1 year 1-2 years 2-3 years 3 years Total
As at 31 March 2024
Undisputed Trade Receivables
considered good — 15,241.23 3,043.83 165.14 58.74 13.49 16.80 18,539.24
which have significant increase in
credit risk — — — 0.18 7.82 — — 8.00
credit impaired — — — — — — — —
Disputed Trade receivables
considered good — — — — — — — —
which have significant increase in
credit risk — — — — — — — —
credit impaired — — — — — — — —
Total — 15,241.23 3,043.83 165.32 66.57 13.49 16.80 18,547.24
Particulars Amount
Purchase consideration 190.00
Net working capital 0.06
Total Purchase Consideration 190.06
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in INR lakhs, unless otherwise stated)
Particulars Amount
Assets:
Property plant and equipment 84.73
Right of Use Assets 103.50
Other intangible assets 1.77
Inventories 0.22
Trade Receivables 3.42
Other assets 3.26
196.90
Liabilities
Trade Payables 4.15
Other liabilities 2.68
6.83
Net identifiable assets acquired at fair value 190.06
(c) Acquired receivables:
Particulars Amount
Fair value of acquired trade receivables 3.42
Gross contractual amount for trade receivable 3.42
Contractual cash flow not expected to be collected —
(d) Acquisition related costs:
Acquisition related costs of INR 16.73 lakhs that were not directly attributable are included in Other Expenses in the Statement of Consolidated Profit and
Loss and in operating cash flows in the Statement of Consolidated Cash Flows.
NOTE 56.
On April 1, 2023, the Group had given a notice to Ahmedabad Municipal Corporation for closure of its Municipal Solid Waste (MSW) processing plant, effective
from October 1, 2023. Accordingly, the Group had recognized impairment loss of Rs. 65.23 lakhs on property, plant and equipment and inventory write off
of Rs. 60.57 lakhs pertaining to its Environment and Biotech segment for the year ended March 31, 2023. Pursuant to the said notice, the operations were
discontinued and the site was handed over to the concerned authority.
The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961,
that has not been recorded in the books of account.
(ix) Details of crypto currency or virtual currency
The Group has not traded or invested in crypto currency or virtual currency during the current or previous year.
(x) Valuation of property, plant and equipment, right of use assets, intangible asset and investment property;
The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or
previous year.
(xi) Utilisation of borrowings availed from banks and financial institutions;
The borrowings obtained by the Group from banks and financial institutions, have been applied for the purpose for which such loans were taken.
(xii) Registration of charges or satisfaction with Registrar of Companies;
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond statutory period.
(xiii) Title deeds of immovable properties not held in name of the Group;
The title deeds of all the immovable properties (other than properties where the Group is the lessee and the lease agreements are duly executed in
favour of the lessee), as disclosed in Note 3 - Property, plant and equipment, Note 4 - Right-of-use assets and Note 5 - investment property are held
in the name of the Group.
As per our report of even date. For and on behalf of the Board of Directors of Excel Industries Limited
For Price Waterhouse Chartered Accountants LLP ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Firm Registration No.: 012754N/N500016 Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
BHAVESH GADA
Partner N.R. KANNAN DEVENDRA P. DOSI SURENDRA K. SINGHVI
Membership No.: 117592 Chief Executive Officer Chief Financial Officer Company Secretary
Form AOC 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/
joint ventures
PART A - Subsidiaries
` in lakhs
Sr. No. Particulars Name of the Subsidiary
Kamaljyot Investments Excel Bio Resources Excel Rajkot C&D Waste
Limited Limited Recycling Pvt Ltd
1 The date on which August 9, 1983 December 18, 2007 June 13, 2023
the subsidiaries were
incorporated
2 Reporting period for the NA NA NA
subsidiary concerned, if
different from the holding
company’s reporting period
3 Reporting currency and NA NA NA
Exchange rate as on the last
date of the relevant Financial
Year in the case of foreign
subsidiaries.
4 Share capital 199.98 51.00 10.00
5 Reserves and Surplus 3670.96 8.32 -12.10
6 Total Assets 3888.25 262.06 233.41
7 Total Liabilities# 17.31 202.74 235.51
8 Investments (total) 3591.47 0.20 0
9 Turnover 16.90 4.65 0.08
10 Profit / Loss before taxation 649.74 -13.82 -14.57
11 Provision for taxation 110.13 -3.58 -2.47
12 Profit after taxation 539.61 -10.24 -12.10
13 Proposed Dividend – – –
14 % of shareholding 100% 100% 80%
Notes –
1. Names of Subsidiaries which are yet to commence operations – All the aforesaid subsidiaries have commenced operations.
There is no other subsidiary, which is yet to commence operations.
2. Names of the subsidiaries which have been liquidated or sold during the year – No subsidiary has been liquidated or sold
during the year.
3. # Total liabilities figure includes current liabilities and non-current liabilities
Place : Mumbai
Date : August 9, 2024
Form AOC 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
PART B - Associates
` in lakhs
Sr. Name of the Associates MobiTrash Recycle Climacrew Private First Energy 7 Pvt.
No. Ventures Private Limited Ltd.
Limited
1 Latest Audited Balance Sheet date March 31, 2024 March 31, 2024 March 31, 2024
2 Date of Acquisition / Incorporation October 15, 2015 January 7, 2022 March 26, 2023
3 Shares of Associate held by the
Company on the year end
(a) No. Shares held By Excel Bio-Resources By Kamaljyot By Excel Industries
Limited – 1999 shares Investments Limited – Limited – 54,25,000
By Kamaljyot Investments 10,61,065 shares as shares as at
Limited – 1999 shares at 31.03.2024 31.03.2024
(b) Amount of Investment in 0.40 106.11 542.50
Associates
(c) Extent of Holding % 39.98% 33.33% 28.83%
4 Description of how there is significant Shares held by Shares held by Shares held by
influence Subsidiaries Subsidiary Subsidiary
5 Reason why Associates not N.A. N.A. #
consolidated
6 Net worth attributable to shareholding -31.14 -36.00 1857.45
as per latest audited Balance Sheet
7 Profit / (Loss) for the year
i. Considered in Consolidation -64.71 -245.36 —
ii. Not considered in Consolidation — — -3.31
Notes –
1. Names of associates which are yet to commence operations – All the associates have commenced operations.
2. Names of the associates which have been liquidated or sold during the year – None of the associate is liquidated or sold during
the year.
# During the current year, the Company has invested ` 542.50 lakhs (54,250,000 equity shares at face value of ` 10 each
per equity share) in First Energy 7 Private Limited towards 28.83% equity ownership, for the sole purpose of procuring
electricity from renewable source. Under the Companies Act 2013, First Energy 7 Private Limited is an associate company.
As per the terms of the shareholder agreement of First Energy 7 Private Limited, the Company does not have power to
participate in financial and operating policy decisions of First Energy 7 Private Limited. The said equity shares carries a
dividend coupon of 0.01% of the value of equity shares held by the Company. On termination or otherwise, there is a
restriction to sell the shares at face value to the other shareholder of First Energy 7 Private Limited. Therefore under Ind AS,
the company is not an associate company. Accordingly, this equity investment is measured at amortised cost in accordance
with the requirements of Ind AS 109.
For and on behalf of the Board of Directors of Excel Industries Limited
ASHWIN C. SHROFF RAVI A. SHROFF HRISHIT A. SHROFF
Executive Chairman Managing Director Executive Director
DIN: 00019952 DIN: 00033505 DIN: 00033693
DEVENDRA P. DOSI SURENDRA K. SINGHVI
Chief Financial Officer Company Secretary
Place : Mumbai
Date : August 9, 2024
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