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Directors Report of Excel Industries Ltd.

Mar 31, 2015

The Members,

Excel Industries Limited

The Directors are pleased to present herewith the 54th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31st March, 2015 together with the Auditors Report thereon.

KEY FINANCIAL HIGHLIGHTS

The Company's financial performance, for the year ended March 31,2015 is summarised below:

(Rs.in Lacs)

2014-15 2013-14

Gross Profit for the year 6499.23 3156.48

Less: Depreciation/ Amortization 1469.90 1103.06

Profit before Tax 5029.33 5029.33 2053.42 2053.42

Provision for Taxation:

Current Tax (1239.15) (581.00)

Adjustment of tax related to earlier year 655.12 186.06

Deferred Tax (388.87) (972.90) 89.67 (305.27)

Profit After Tax 4056.43 1748.15

Add:

Balance brought forward from the previous year 1314.29 1244.60

Balance available for Appropriation 5370.72 2992.75

Appropriations:

Adjustment to depreciation (Net of tax Rs.137.93 lacs) 267.85 --

Interim Dividend 327.17 —

Tax on Interim Dividend 65.42 —

Proposed Dividend 476.23 408.96

Tax on Proposed Dividend 96.95 69.50

Transfer to General Reserve 2000.00 1200.00

3233.62 1678.46

Carried forward to next year 2137.10 1314.29

DIVIDEND

Your Directors have declared and paid an interim dividend of Rs. 3.00 per equity share of face value Rs. 5/- each in the Month of November, 2014.

In addition, your Directors have recommended a final dividend of Rs. 4.00 per equity share of Face Value Rs. 5/- each. If approved, the total dividend (interim and final dividend) for the financial year ended 2014-15 will be Rs. 7.00 per equity share as against the total dividend of Rs. 3.75 paid for the financial year ended 2013-14. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVE

Your Company proposes to transfer Rs. 20.00 crores to the general reserve, and an amount of Rs. 21.37 crores is proposed to be retained in the Statement of Profit and Loss Account.

OPERATIONS

During the year under review, the net sales increased from Rs. 409.79 crores to Rs. 476.13 crores, registering a growth of 16.19%. The exports increased from Rs. 67.40 crores to Rs. 78.00 crores registering a increase of 15.73%. Further, the Company made a profit of Rs. 50.29 crores before taxation compared to Rs. 20.53 crores in the previous year. Net profit after tax amounted to Rs. 40.56 crores as compared to Rs. 17.48 crores in the previous year registering a robust growth of 132%.

NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

- During the Financial Year 2014-15, the Company has completed de-bottle necking of its Organo Phosphorous Intermediate plants which will enable it to effectively service the demand for these intermediates and retain its dominant position in these segments.

- In the recent years, the Company has invested in creation of a new Pharma API facility in Lote. The Company is seeing the benefits from these investments. The Company has been able to secure approvals from major pharmaceutical companies for supply of intermediates/APIs. The Company is now working on getting WHO GMP approvals for this facility which will open up further opportunities including export markets.

- The Company has identified Polymer Inputs/Additives as a growth area and has been focussing on building relations with potential clients for product approvals as well as establishment of long term relations. Some of these discussions are in an advanced stage. As a result of these initiatives, the Company expects increased and a regular flow of commercial orders shortly. In Financial Year 2015-16, the Company plans to invest in facilities to cater to the expected additional demand.

- Systems Implementation has been receiving the due attention of the Company. Adoption of new initiatives and systems have ensured that a strong foundation for further growth is in place. The Company now plans to take this further and will focus on initiatives in the area of safety and security of transportation/distribution of the chemicals produced by it.

OUTLOOK

- The year 2014-15 saw sub-optimal monsoon/unseasonable rains in India and drought conditions in Brazil which is a major export market for Indian producers of OP Insecticides. This has lead to build up of inventories across the agrochemical value chain. These factors have caused an adverse impact on the immediate, current demand of the OP insecticide intermediates produced by the Company. Due to the demand supply situation, the prices of imported intermediates from China have fallen drastically in the recent months which will affect the price realisations of the Company. The Company is taking adequate steps to withstand the fallout of this situation. The Company expects the demand situation to improve once this built up inventory is depleted and has geared itself to be in a position to meet the anticipated peak in demand.

- The Company has been able to establish a leadership position in one of the APIs produced by it with a presence from the basic building blocks to the final API. The Company has put in place plans to introduce a few more intermediates and actives and expects increase in turnover from the Pharma Business in the years to come.

HUMAN RESOURCES

People are the catalyst in transformation of the Company from good to great. Hence, HR department is committed to attract the best talent. We practice competency based hiring process where in psychometric assessment is also done wherever necessary, especially while recruiting senior employees.

Efforts are successfully deployed to bring homogeneity in all the policies, procedures and systems of HRM to bring them in synchronization with overall business strategy.

To ensure that the Company demonstrates market efficiency, we have kept 'Customer Focus' as a key value at the center of our all principles and practices. The various practices and systems of all locations are consolidated. This action ensures uniformity of quality and efficacy of execution.

Strategically, Human Resource Department has woven entire Performance Management System (PMS) prudently around the value of 'customer focus'. This serves not only the significant motivator for an employee to unleash his talent and potential but also ensures market competitiveness.

The role of HR department doesn't cease with attracting a good talent but also entails the enhancement of its professional expertise. Hence, key concentration area for HR is Learning & Development of the employees.

The Industrial Relations are harmonious and cordial and will continue so owing to the equitable pay practices and welfare measures undertaken by the Company.

We are committed for the provision of equitable, bias-free and empowering work culture which rewards merit as well as experience, innovation as well as loyalty.

ENVIRONMENT, HEALTH AND SAFETY

The Company continues to accord utmost priority to Environment, Health and Safety systems and strives to improve the performance through safety audits, training programmes and safety management systems.

The Chemical Industry demonstrates its commitment to safe and sustainable operations through the "Responsible Care" initiative administered globally by the International Council of Chemical Associations. The Company is proud user of the prestigious "Responsible Care" Logo.

QUALITY

The Management of the Company is quality conscious and attaches utmost importance to the quality of the products. The Company continues to maintain industry-best standards in managing the quality of its products and services and has received appreciation and awards from its customers.

INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act.

PUBLIC DEPOSITS

Details of deposits, covered under Chapter V of the Act are as under:

(a) The Company has stopped accepting and renewing the fixed deposits with effect from 1st April, 2014, and it will refund all the existing fixed deposits as per their maturity dates.

(b) The amount of existing deposits from the public and the shareholders of the Company at the end of the FY 2014-15 aggregates to Rs. 1055.70 lacs.

28 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2015, was Rs. 7.55 lacs.

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

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

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company in the financial year 2013-14 had issued and allotted 20,00,000 fully convertible warrants of the face value of Rs. 69/- each on preferential basis aggregating to Rs. 1380 lacs to Utkarsh Global Holdings Private Limited, a promoter group Company pursuant to special resolution passed in the Extraordinary General Meeting held on 15 March 2014, in compliance with Section 81(1A) of the Companies Act, 1956 and SEBI (ICDR) Regulations, 2009.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share. The Company has received Rs. 345 lacs being 25% of consideration of the warrant.

During the year 2014-15, the Company, at the option of the allottee, has issued and allotted 10,00,000 equity shares of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share by conversion of 10,00,000 warrants out of 20,00,000 convertible warrants held by the allottee. The proceeds from the preferential issue have been utilized for the purpose for which it was raised. The Company has further issued and allotted 825,000 equity shares of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share on 24th July, 2015 to Utkarsh Global Holdings Private Limited by conversion of 825,000 warrants.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any Loans, Guarantees and Investments during the financial year 2014-15.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited and salient features of the financial statements of the subsidiaries as required under Section 129(3) of the Companies Act, 2013 are furnished in Form AOC-I as Annexure I, forming part of this Report.

The Policy for determining material subsidiaries is available on the Company's website at the link http://excelind.co.in/ companyPolicies.html.

The financial statements of the subsidiary companies are not attached with this Annual Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company's website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2014-15 five meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this annual report.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. A. G Shroff, Director of the Company, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The brief resume of the Director and other related information is provided in the Corporate Governance Report forming part of this Annual Report. Your Directors recommend his re-appointment as Non-Executive Director.

During the year 2014-15, Mr. Nilesh B. Sathe, Nominee Director of LIC resigned and Mr. R. K. Sood was nominated in his place for the Directorship. Accordingly, the Company has appointed him as a Nominee Director and he will hold office up to this Annual General Meeting. The Company has received a notice from a member of the Company proposing his candidature for the office of Director. Mr. R. K. Sood is proposed to be appointed as the Nominee Director of the Company at the ensuing AGM. Your Directors recommend his appointment as a Nominee Director of the Company.

The Board places on record its appreciation for the valuable contribution made by Mr. Nilesh B. Sathe during the association with the Company.

NOMINATION AND REMUNERATION POLICY

On recommendation of Nomination and Remuneration Committee, the Board of Director at its Meeting held on 30th January, 2015 has approved a Nomination and Remuneration Policy for the appointment and remuneration of the directors, key managerial personnel and other employees.

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

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 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 prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.

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

Particulars of the Company's Remuneration Policy and information required under Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars of remuneration required under Section 197 of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/Employees of the Company are set out in Annexure II, forming part of this Report.

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

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors.

The evaluation of each of the directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance.

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 Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

(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 and attendance at the meetings, understanding of Company's operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://excelind.co.in/companvPolicies.html.

RELATED PARTY TRANSACTION

All the Related Party Transactions entered into during the financial year 2014-15 were at arm's length and in ordinary course of business.

The details of material transactions with related party are provided in Form AOC 2 as Annexure III, forming part of this Report. All related party transactions as required under Accounting Standards 18 have been reported in the Notes to financial statements of the Company.

The Policy on materiality of related party transactions as approved by the Board is available on the Company's website at the link http://excelind.co.in/companyPolicies.html.

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 Clause 49 of the Listing Agreement has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting the 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 http://excelind.co.in/companyPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

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

The Company's policy on Corporate Social Responsibility states various CSR activities that the Company may undertake to discharge its responsibilities towards the society.

In the FY 2014-15, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include water harvesting, rural development, promotion of education, animal welfare, women empowerment, entrepreneurship development, Swatchha Bharat/sanitation programme and protection of environment.

For the year ended 31st March, 2015, the Company has spent Rs. 38.91 lacs on aforesaid CSR activities directly and through other registered welfare organizations like Vivekanand Research & Training Institute, Asmita, Bhartiya Vidya Bhavan, etc.

Details on CSR spending as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure IV, forming part of this Report.

RISK MANAGEMENT

As per the requirement of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.

The risk management committee is composed of three Directors including two independent Directors and one senior executive of the Company.

Your Company recognizes that the risk is an integral part of business and is committed to managing the risks proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment along with the treating the risks and incorporates risk management plants in its strategy, business and operational plans.

Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk appetite 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 and Mrs. Usha 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.

STATUTORY AUDITORS

M/s SRBC & CO. LLP Chartered Accountants, Mumbai, (ICAI Firm Registration No. 324982E) was appointed as the Statutory Auditors of the Company for a term of three consecutive years commencing from the conclusion of the 53rd Annual General Meeting of the Company till the conclusion of 56th AGM subject to ratification by the Members at every Annual General Meeting. Necessary resolution for ratification of appointment of the Auditors is set out in the Notice of AGM for seeking approval of the members.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2014-15 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31st March, 2015 is attached with this Report as Annexure V.

COST AUDITORS

The Board of Directors at their meeting held on 30th July, 2015 has appointed M/s. Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2015-16 for all the applicable products of the Company. The Cost Report for the year ended 31.03.2014 which was required to be filed with the Ministry of Corporate Affairs on or before 27th September, 2014, was filed on 25.09.2014.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and Corporate Governance Report together with Auditors' Certificate thereon form part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is set out in Annexure VI, forming part of this Report.

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 VII, forming part of this Report.

MATERIAL ORDERS PASSED BY THE REGULATORY AUTHORITIES OR COURT/MATERIAL CHANGES OR COMMITMENTS

No significant material order has been passed by the regulators/courts which can impact the going concern status of the Company and its future operations. There are no material changes or commitments occurring after 31st March, 2015 which may affect the financial position of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintenance of books of account for financial reporting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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

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

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual on a going concern basis; and

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. 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 Chairman & Managing Director DIN: 00019952

Date : 30th July, 2015 Place: Mumbai


Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the 53rd Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The salient features of the Company''s working are: (Rs. in Lacs) 2013-14 2012-13

Gross Profit for the year was 3156.48 3183.56

Less: Depreciation/Amortization 1103.06 1013.21

Leaving a net profit before Tax 2053.42 2053.42 2170.35 2170.35

Provision for Taxation: Current Tax (581.00) (703.00)

Adjustment of tax related to 186.06 80.48 earlier year

Deferred Tax 89.67 (305.27) (66.27) (688.79)

Profit After Tax 1748.15 1481.56 Add thereto

Balance brought forward from 1244.60 1145.81 the previous year

Leaving a balance available 2992.75 2627.37 for Appropriation

Appropriations:

Proposed Dividend 408.96 327.17

Tax on Dividend 69.50 55.60

Transfer to General Reserve 1200.00 1000.00 1678.46 1382.77

Carried forward to next year 1314.29 1244.60

2. DIVIDEND

Your Directors have recommended a dividend of 75% amounting to Rs. 3.75 per equity share of Rs. 5/- each compared to a dividend of 60% (Rs. 3/- per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales increased from Rs. 378.96 crores to Rs. 409.79 crores, registering a growth of 8% but the exports decreased from Rs. 75.01 crores to Rs. 67.40 crores registering a decrease of 10%. Further, the Company made a profit of Rs. 20.53 crores before taxation compared to Rs. 21.70 crores in the previous year. Net profit after tax amounted to Rs. 17.48 crores as compared to Rs. 14.82 crores in the previous year.

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The Company has developed new products in both Pharma and Polymer fields and is aggressively pursuing opportunities. The revenue from these new areas is expected to exceed 10% of the total revenue in the current year. This growth in Polymer inputs is being generated out of the existing production facilities whereas the new Pharma plant built last year is expected to produce to its capacity this year. Various product approvals from large Pharma customers are being actively pursued.

5. OUTLOOK

Phosphorus based intermediates are experiencing continued growth due to increased production of agro-chemicals for both domestic consumption and export. The depreciation of the Rupee has made the Company''s Phosphonates quite competitive and volume growth will be maintained. New product introductions in polymer and pharma sectors will add good portions to the sales revenue.

The Company has received local FDA approval for the Pharma manufacturing Plant at Lote Parshuram and Veterinary Pharma manufacturing Plant at Roha, and the commercial production of Active Pharmaceutical Ingredients (APIs) and intermediates of the APIs have commenced during the year. The Company has plans to launch new APIs and intermediates in the coming months. Newer models of Organic Waste Converter (OWC) have been launched and Celrich sales from Ahmedabad Plant to large fertilizer companies have also began.

The Company hopes to maintain growth in sales and hopes to improve the profit.

6. ENVIRONMENT, HEALTH AND SAFETY

The Company continues to accord utmost priority to Environment, Health and Safety systems and strives to improve the performance through safety audits, training programmes and safety management systems.

The Chemical Industry demonstrates its commitment to safe and sustainable operations through the "Responsible Care" initiative administered globally by the International Council of Chemical Associations. The Company is proud user of the prestigious "Responsible Care" Logo.

7. QUALITY

The products of the Company are quality driven. The Company continues to maintain industry-best standards in managing the quality of its products and services and has received appreciation and awards from its customers.

8. INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act.

9. SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other statements of the subsidiary companies are not being attached with the Annual Report of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also being posted on the Company''s website: http://www.excelind.co.in. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

10. FIXED DEPOSITS

The amount of fixed deposits from the public and loans from the shareholders at the end of the year under review aggregated to Rs. 1311.82 lacs.

44 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2014, was Rs. 13.41 lacs. It has come down to Rs. 9.86 lacs as on the date of this Report.

The Company has stopped accepting and renewing the fixed deposits with effect from 1st April, 2014, and it will refund all the fixed deposits as per their maturity dates.

11. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company has issued and allotted 20,00,000 fully convertible warrants of the face value of Rs. 69/- each on preferential basis aggregating to Rs. 1380 lacs (Previous Year Rs. Nil) to Utkarsh Global Holdings Private Limited, a promoter group company pursuant to special resolution passed in the Extraordinary General Meeting held on 15 March 2014. The said issue and allotment was pursuant to Section 81 (1A) of the Companies Act, 1956 and SEBI (ICDR) Regulations, 2009.

Each such warrant is convertible at the option of the holder of the warrants into one equity share of face value of Rs. 5/- each of the Company at a premium of Rs. 64/- per equity share. The Company has received Rs. 345 lacs being 25% of consideration of the warrant.

The warrants will, at the option of the holder, be converted into equity share in one or more tranches, but not later than 18 months from the date of their allotment.

12. DIRECTORS

Mr. Dipesh K. Shroff, Director, will retire by rotation at this annual general meeting of the Company and, being eligible, offers himself for re-appointment.

The office of Mr. A. C. Shroff, Chairman and Managing Director, will expire on 31st January, 2015. The Board has approved his re-appointment for 5 years with effect from 1st February, 2015.

Mr. H. N. Motiwalla, Mr. P S. Jhaveri, Mr. R. N. Bhogale and Mr. M. B. Parekh, Independent Directors, liable to retire by rotation under the erstwhile Companies Act, 1956 are proposed to be appointed as Independent Directors for 5 years in compliance with the Companies Act, 2013.

Mr. Ravi A. Shroff, Mr. Shailesh S. Vaidya and Mr. Rajeev M. Pandia have been appointed as Additional Directors and they will hold office up to this annual general meeting. The Company has received notices from a member of the Company proposing their candidature for the office of Directors.

Mr. S. R. Potdar, Executive Director whose term of office will expire on 2nd September, 2014 has expressed his desire to retire from the office. To fill the vacancy, the Board of Directors has appointed Mr. Ravi A. Shroff as Whole-time Director designated as Executive Director with effect from 3rd September, 2014. Your Directors wish to place on record their appreciation for the long and distinguished services rendered and valuable contribution made by Mr. S. R. Potdar in the growth of the Company.

The particulars of the Directors seeking appointment/re-appointment at this annual general meeting have been furnished in the Corporate Governance Report.

13. CORPORATE SOCIAL RESPONSIBILITY

Social welfare and care is ingrained in the culture of the Company. The Company is engaged in improving the life of the rural communities around its plants at Roha and Lote. The Trusts promoted and supported by the Company have been working on community projects like water harvesting, general health, eye testing and blood donation camps, soil testing and agricultural practices improvement, Aanganwadi, vocational training for women etc.

The Company also supports, through Vivekananda Research and Training Institute, Shroff Foundation Trust and Shrujan, several large scale activities like water shed management, agriculture, tribal welfare, arts and crafts promotion and a large number of self help programs. These Trusts have won several national and international awards for their contribution to the society.

The Company has constituted a CSR Committee and the Board has adopted the CSR policy of the Company in accordance with the Companies Act, 2013.

14. DIRECTORS'' RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) t hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) t hey have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) they have prepared the annual accounts on a going concern basis.

15. CORPORATE GOVERNANCE

Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis and Corporate Governance Report together with Auditors'' Certificate thereon form part of this Report.

16. HUMAN RESOURCES

Your Company believes that the most important asset of an Organization is its people. They build the organization and determine its growth. In order to create a healthy working environment, the Company provides equal opportunity, people development through training and commensurate recognition to its employees for their achievements.

In our efforts to ensure that the Company remains competitive and performance driven, the organization performance is aligned with the departmental goals. Individual performance is measured through Key Result Areas which provide an opportunity for employees to stretch themselves and contribute to the overall success of organization.

Human Resource Policies and Practices are regularly reviewed and revised to suit the employees and organization needs. Employee relations continue to be cordial and harmonious.

Your Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees at all levels.

17. OTHER INFORMATION

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, regarding employees, is furnished in the Annexure to this Report and forms part of this Report.

18. AUDITORS

S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai the current auditors of the Company have expressed their unwillingness for re-appointment at this annual general meeting of the Company.

The Company proposes to appoint M/s. S R B C & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company for a period of three consecutive years. M/s. S R B C & Co. LLP has, vide their letter dated 20th May, 2014, consented to act, if appointed, as the Auditors of the Company for a consecutive period of three years commencing from the conclusion of this 53rd annual general meeting of the Company.

19. COST AUDITORS

The Company appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), practicing cost accountants, as Cost Auditor of the Company for the year 2013-14 in compliance with the provisions of Section 233B of the Companies Act, 1956, for Organic & Inorganic chemicals and other applicable products of the Company. The Cost Report for the previous year ended 31.03.2013 was filed with MCA within stipulated time.

20. 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

A. C. SHROFF Chairman & Managing Director

Mumbai, 8th August, 2014.


Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the 52nd Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The salient features of the Company''s working are:

(Rs. in Lacs)

2012-13 2011-12

Gross Profit for the year was 3181.30 2146.30

Less: Depreciation/Amortisation 1013.21 969.55

Leaving a net profit before exceptional item and Tax 2168.09 1176.75

Exceptional item 724.01

Leaving a net profit before Tax 2168.09 1900.76

Provision for Taxation:

Current Tax (703.00) (364.00)

Adjustment of tax related to earlier year 80.48 2.20

Minimum Alternate Tax (Entitlement) 12.00

Deferred Tax (66.26) (688.78) (36.63)(386.43)

1479.31 1514.33

Add thereto/ (reduce there from):

Prior period adjustments 2.25 (46.50)

Profit After Tax 1481.56 1467.83

Add thereto

Balance brought forward from the previous year 1145.81 1131.47

Leaving a balance available for Appropriation '' 2627.37 2599.30

Appropriations:

Proposed Dividend 327.17 218.11

Tax on Dividend 55.60 35.38

Transfer to General Reserve 1000.00 1200.00

1382.77 1453.49

Carried forward to next year 1244.60 1145.81

2. DIVIDEND

Your Directors have recommended a Dividend of 60% amounting to 3/- per equity share of f. 5/- each compared to a dividend of 40% (Rs. 21- per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales increased from Rs. 301.38 crores to Rs. 378.96 crores, registering a growth of 26% and exports increased from Rs. 63.05 crores to Rs. 75.01 crores registering an increase of 19%. During the year under review, the Company made a profit of Rs. 21.68 crores before taxation compared to Rs. 11.77 crores in the previous year. Net profit after tax amounted to Rs. 14.82 crores as compared to Rs. 14.68 crores in the previous year which included exceptional item of Rs. 7.24 crores being the profit arising out of transfer of 59% of its rights in the land at Jogeshwari.

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The Company has set up a new plant at its Lote Parshuram site for manufacturing Pharmaceutical Intermediates. The Company is developing the market for certain identified intermediates and has developed manufacturing processes through its Research and Development. Certain veterinary products are also being introduced. New products are under customer evaluation and will be commercialized in the Polymer Inputs Segment. Major repairs and renovation work is underway for the DETC plant at Roha site.

The Company is working on newer designs for the OWC machine and also trying out machinery and processes for faster compjetion of the kitchen waste treatment. Segregation of waste plastics and recovery of all saleable components are the improvement projects at the Ahmedabad Celrich plant.

5. OUTLOOK

The demand for the agri intermediates continues to be strong in the current year as well. The volumes projected for the Water treatment chemicals business show increase owing to the shift''in the pricing strategy. The evaluation of samples by the potential customers underway presently will lead to commercial sales during the current year. The design and construction of the facility to manufacture Pharmaceutical intermediates has also been completed and trial productions are underway. Here too, the evaluation and validation of the samples by the customers is almost complete and several new products will be launched during the year. The Company is also entering the field of Veterinary Medicines and trial productions are being made. With the introduction of several new business areas, a healthy growth is being projected. However, the increasing prices of Phosphorous and Ethanol could place the margins under pressure.

The outlook for Organic Waste Converter (OWC) business is encouraging. With induction of new team members in the management, sales and engineering teams, there is a renewed focus on product innovation, branding, new business associations and performance driven culture. In the field of Centralized Plants, there is a focus to provide Waste-To-Energy solutions at a centralized level to Urban Local Bodies.

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company continues to accord utmost priority to Environment, Health and Safety systems and strives to improve the performance through safety audits, training programmes and safety management systems.

The Chemical Industry demonstrates its commitment to safe and sustainable operations through the "Responsible Care" initiative administered globally by the International Council of Chemical Associations. It is steered in India by the Indian Chemical Council which grants the use of "Responsible Care" Logo after a rigorous audit. The Company presented itself to an audit by the ICC Audit team and the Company was successful in securing the prestigious logo for a period of three years from June 2013.

7. QUALITY

The products of the Company are quality driven. The Company continues to maintain industry-best standards in managing the quality of its products and services and has received appreciation and awards from its customers.

8. INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act.

9. SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other statements of the subsidiary companies are not being attached with the Annual Report of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are available on the Company''s website: http://www.excelind.co.in. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

10. FIXED DEPOSITS

The amount of fixed deposits from the public and loans from the shareholders at the end of the year under review, aggregated to Rs. 13,54.01 lacs. 62 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31s1 March, 2013, was Rs. 30.57 lacs. It has come down to Rs. 14.62 lacs as on the date of this Report.

11. DIRECTORS

Mr. N. B. Sathe and Mr. H. N. Motiwala, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment. The particulars of the Directors seeking reappointment at the forthcoming Annual General Meeting are furnished in the Corporate Governance Report.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company is engaged in improving the life of the rural communities around its plants at Roha and Lote. The trusts promoted and supported by the Company have been working on community projects like water harvesting, general health, eye testing and blood donation camps, soil testing and agricultural practices improvement, Aanganwadi, vocational training for women etc. at Chalkewadi and Lote near the Lote Parshuram plant and at Virjoli near Roha plant.

The Company also supports, through Vivekananda Research and Training Institute, Shroff Foundation Trust and Shrujan, several large scale activities like water shed management, agriculture, tribal welfare, arts and crafts development and promotion and a large number of self help programs. These trusts have won several national and international awards for their contribution to the society.

13. DIRECTORS''RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) they have prepared the annual accounts on a going concern basis.

14. CORPORATE GOVERNANCE

Your Company has continued to practice the principles of good Corporate Governance during the year and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are part of this Annual Report.

15. HUMAN RESOURCES

Human Resource is considered as the most valuable asset of the Company. The Company has continued the emphasis on development of people with full commitment and has taken steps to provide them opportunities to learn relevant skills and acquire knowledge. The top management of the Company has taken keen interest in the training and development activities. Growth of the employees continues to be the prime importance of the Company.

Employee relations continue to be cordial and harmonious.

Your Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees and the management at all levels.

16. OTHER INFORMATION

The information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, regarding employees, is furnished in the Annexure to this Report and forms part of this Report.

17. AUDITORS

The Statutory Auditors have converted their Firm to Limited Liability Partnership and, thus, the Firm has become S. R. Batliboi & Co. LLP with effect from 1st April, 2013.

S. R. Batliboi & Co. LLP Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting of the Company, and being eligible, offer themselves for reappointment as Auditors of the Company.

18. COST AUDITORS

The Company appointed Mr. Kishore Bhatia, Cost Auditor, to audit the cost accounts of the Company for the year 2012-13 in compliance with the provisions of Section 233B of the Companies Act, 1956, for its products falling under Insecticides, Industrial Alcohol, Bulk Drugs (including intermediates), Fertilizers, and Organic & Inorganic Chemicals.

19. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support of the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers, and the faith reposed by them in the Company and its management.

For and on behalf of the Board of Directors

A. C. SHROFF

Chairman & Managing Director

Mumbai,

24th May, 2013.


Mar 31, 2012

The Directors have pleasure in presenting the 51st Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The salient features of the Company's working are:

(Rs in Lacs)

2011-12 2010-11

Gross Profit for the year was 2146.30 3009.45

Less: Depreciation/Amortisation 969.55 974.20

Leaving a net profit before exceptional item and Tax 1176.75 2035.25

Exceptional item 724.01 -

Leaving a net profit before Tax 1900.76 2035.25

Provision for Taxation:

Current Tax (364.00) (703.00)

Minimum Alternate Tax(Entitlement) 12.00 --

Deferred Tax (36.63) (388.63) 98.65 (604.35)

1512.13 1430.90

Add thereto/(reduce there from):

Prior period adjustments (46.50) (105.25)

Provision for taxation in respect of earlier years 2.20 (44.30) 16.07

Profit After Tax 1467.83 1341.72 Add thereto:

Balance brought forward from the previous year 1131.47 1365.05 Leaving a balance available for Appropriation 2599.30 2706.77

Appropriations:

Proposed Dividend 218.11 408.96

Tax on Dividend 35.38 66.34

Transfer to General Reserve 1200.00 1100.00

1453.49 1575.30

Carried forward to next year 1145.81 1131.47

2. DIVIDEND

Your Directors have recommended a Dividend of 40% amounting to Rs 2.00 per equity share of Rs 5/- each, as compared to a dividend of 75% (Rs 3.75 per share) which included a special Dividend of 25% (Rs 1.25 per equity share) on account of Golden Jubilee Year of the Company in the previous year.

3. OPERATIONS

During the year under review, the net sales increased from Rs 254.12 crores to Rs 301.38 crores, registering a growth of 19%, and exports increased from Rs 62.26 crores to Rs 63.05 crores registering an increase of 1%. During the year under review, the Company made a profit of Rs 11.77 crores before Taxation and Exceptional item compared to Rs 20.35 crores in the previous year. After accounting for the exceptional item of Rs 7.24 crores being the profit arising out of transfer of 59%of its rights in the land at Jogeshwari, net profit after tax amounted to Rs 14.68 crores as compared to Rs 13.42 crores in the previous year.

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The Company is endeavoring to develop, through its strong Research and Development Cell, new Pharma Intermediates and Specialty Chemicals. The Company is also exploring opportunities in the Electronics Chemicals markets like Solar Photovoltaic Cells and Display Devices.

5. OUTLOOK

The outlook for Phosphorous based Agrochemical Intermediates continues to be good. The production of new pharmaceutical intermediates is scheduled to commence in the current year. The business of Water Treatment Chemicals will face stiff competition both in domestic and export markets. The continued rise in the prices of raw materials is a matter of concern. The sharp rise in the price of the U S Dollar against the Rupee will adversely impact the cost of imported inputs, mainly Phosphorous. The prices of Energy are also likely to rise further. Cost control has to be the most important task in this year.

The outlook for Organic Waste Converter (OWC) is encouraging. OWC based larger projects are being negotiated in some cities like Panjim and Pune. The Agri Produce Market Yard projects are receiving lot of attention and the number is likely to grow this year. Enhanced recoveries, improved realization and capacity utilization are forecast for the sale of Celrich this year.

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company continues to accord top priority to Environment, Health and Safety systems and strives to improve the performance through safety audits, training programmes and safety management systems.

7. QUALITY

The Company continues to maintain industry best standards in managing the quality of its products and services and has received appreciation and awards from its customers.

8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

The Company has continued the emphasis on development of people with full commitment and has taken steps to provide them opportunities to learn relevant skills and acquire knowledge. The top management of the Company has taken keen interest in the training and development activities.

9. INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act.

10. SUBSIDIARY COMPANIES

During the year, the Company has acquired 100% Equity shares in Excel Bio Resources Limited (EBRL), and thus EBRL became wholly owned subsidiary of the Company w.e.f. 30th September, 2011. This subsidiary would focus in the areas of renewable bio resources, waste management, renewable energy and biotechnological processes. Kamaljyot Investments Limited is the other 100% owned subsidiary of the Company.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other statements of the subsidiary companies are not being attached with the Annual Report of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also being posted on the Company's website: http://www.excelind.co.in. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

11. FIXED DEPOSITS

The amount of fixed deposits from the public and loans from the shareholders at the end of the year under review aggregated to Rs 17,02.47 lacs. 47 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2012, was Rs 22.19 lacs. It has come down to Rs 20.14 lacs as on the date of this Report.

12. DIRECTORS

Mr. Atul G. Shroff and Mr. M. B. Parekh, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment. The particulars of the Directors seeking reappointment at the forthcoming Annual General Meeting are furnished in the Corporate Governance Report.

13. SOCIAL RESPONSIBILITY

The Company is engaged in improving the life of the rural communities around its plants at Roha and Lote. Samarth Gram Vikas Trust, the trust promoted and supported by the Company has been working on community projects like water harvesting, general health, eye testing and blood donation camps, soil testing and agricultural practices improvement, Aanganwadi, vocational training for women etc. at Chalkewadi and Lote near the Lote Parshuram plant and at Virjoli near Roha plant. The Company also supports, through Vivekananda Research and Training Institute, Shroff Foundation Trust and Shrujan, several large scale activities like water shed management, agriculture, tribal welfare, arts and crafts development and promotion and a large number of self help programs. These trusts have won several national and international awards for their contribution to the society.

14. DIRECTORS' RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) t hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) they have prepared the annual accounts on a going concern basis.

15. CORPORATE GOVERNANCE

Your Company continues to practice the principles of good Corporate Governance during the year and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and the Auditors' Certificate regarding compliance of the same are part of this Annual Report.

16. HUMAN RESOURCES

Your Company sustains its endeavours on the development of people with full commitment. The Company has taken steps to provide ample opportunities to its employees to upgrade skills and competence.

Employee relations continue to be cordial and harmonious.

Your Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees and the management at all levels.

17. OTHER INFORMATION

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, regarding employees, is furnished in the Annexure to this Report and forms part of this Report.

18. AUDITORS

M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai will retire at the conclusion of the ensuing Annual General Meeting of the Company, who, being eligible, offer themselves for reappointment as Auditors of the Company.

19. COST AUDITORS

The Company appointed Mr. Rajesh N. Soni, Cost Auditor, Mumbai to audit the cost accounts for the year 2011-12 pursuant to the provisions of Section 233B of the Companies Act, 1956, for Insecticides, Industrial Alcohol, Bulk Drugs (including intermediates) and Fertilizers.

20. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support of the Shareholders, Government Authorities, Bankers, other investors, customers and suppliers, and the faith reposed in the Company and its management.

For and on behalf of the Board of Directors

A. C. SHROFF

Chairman & Managing Director

Mumbai, 25th May, 2012.


Mar 31, 2010

The Directors have pleasure in presenting the Forty-Ninth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The salient features of the Companys working are:

(Rupees in Lacs) 2009-10 2008-09

Gross Profit for the year was 2132.57 11,39.99

Less: Depreciation 992.96 10,02.91

Leaving a net profit before Tax 1139.61 1,37.08

Provision for Taxation:

Current Tax (126.00) (9.00)

In respect of earlier year (136.27) (6.57)

Minimum Alternate Tax Entitlement 178.75 7.00

Deferred Tax (449.03) (25.52)

Fringe Benefit Tax -- 532.55 (28.50 (62.59)

607.06 74.49

Add thereto/(reduce therefrom):

Adjustment in respect of earlier years (net) 189.53 (30.34)

796.59 44.15

Add thereto:

Balance brought forward from the previous year 1122.80 12,42.45

Leaving a balance available for Appropriation 19,19.39 12,86.60

Appropriations:

Proposed Dividend 218.11 54.53

Tax on Dividend 36.23 9.27

Transfer to General Reserve 300.00 100.00

554.34 163.80

Carried forward to next year 1365.05 11,22.80

2. DIVIDEND

Your Directors have recommended a Dividend of 40% amounting to Rs. II- per share of face value Rs. 5/- each as compared to a dividend of 10% (Re. 0.50 per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales decreased from Rs. 231.19 crores to Rs. 222.32 crores, registering a drop of 4% and Exports decreased from Rs. 66.41 crores to Rs. 54.77 crores registering a decline of 18%. During the year under review, the Company had a profit before tax of Rs. 11.40 crores compared to Rs. 1.37 crores in the previous year, and had a profit after tax of Rs. 6.07 crores compared to Rs. 0.74 crores in the previous year.

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The capacity of the Polymer Inputs Plant at the Companys unit at Lote Parshuram was increased from 1000 MT per Annum to 1500 MT per Annum by addition of certain equipments. This was done to meet the peak load demand.

In order to prepare for the Companys future needs, the Biological treatment capacity in the Effluent treatment section is also being enhanced.

5. OUTLOOK

The current year has started with a good demand for the Companys products in various segments. The imports of Diethyl Thiophosphoryl Chloride from China are at a lower level and the Company is able to improve its capacity utilization. Exports are expected to grow with the indicated forecast for the Specialty Chemicals being produced for the Polymer industry. The demand for the Performance Chemicals from the range of Phosphonates is also well supported mainly from the domestic consumers.

Based on the market acceptance of the Organic Waste Converter Machine, the Company expects to achieve significant rise in the number of machines to be sold in the current year. The large fertilizer companies are planning to market organic compost along with their chemical fertilizers and success of this initiative will lead to increased sales of Celrich from Ahmedabad Plant.

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company continues to accord top priority to Environment, Health and Safety systems and strives to improve the performance through safety audits, training programmes and safety management systems.

7. QUALITY

The Company continues to maintain industry best standards in managing the quality of its products and services and has received appreciation and awards from its customers.

8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

The Company has continued the emphasis on development of people with full commitment and has taken steps to provide the opportunities to learn relevant skills and acquire knowledge. The top management of the Company has taken keen interest in the training and development activities.

9. INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fire, flood, earthquake, fidelity etc. The Company continues to maintain consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Act.

10. SUBSIDIARY COMPANY

Pursuant to Section 212 of the Companies Act, 1956, the Accounts of Kamaljyot Investments Limited, a subsidiary of the Company, are annexed.

11. FIXED DEPOSITS

The amount of fixed deposits from the public and loans from the shareholders at the end of the year under review aggregated to Rs. 18,08.48 lacs. 71 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2010, was Rs. 16.66 lacs. It has come down to Rs.13.87 lacs as on the date of this Report.

12. DIRECTORS

Mr. H. N. Motiwalla and Mr. P S. Jhaveri, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

During the year under review, Mr M K Vadgama has resigned as Director w.e.f. 22nd March, 2010. The Board places on record its deep appreciation for Mr Vadgamas contribution in the deliberations of the Meetings.

13. SOCIAL RESPONSIBILITY

The Company has maintained the tradition of supporting activities and organisations contributing in the rural development and various socially relevant projects. The Company has continued to do this with spirit of its duty towards the community.

14. DIRECTORS RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) they have prepared the annual accounts on a going concern basis.

15. CORPORATE GOVERNANCE

Your Company continues to practise the principles of good Corporate Governance during the year and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges. Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report and the Auditors Certificate regarding compliance of the same are part of this Annual Report.

16. HUMAN RESOURCES

The Company continues to take care of its human resource needs ensuring the fulfillment of appropriate and adequate human skills, knowledge and attitude. Productivity improvement areas are being studied and monitored for optimum utilization of human resources. Measures for safety, training of employees receive highest priority.

The relations between the employees and the management continue to be cordial.

Your Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees and the management at all levels.

17. OTHER INFORMATION

The information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, regarding employees, is furnished in the Annexures to this Report and forms part of this Report.

18. AUDITORS

The term of statutory Auditors M/s. S. R. Batliboi & Co., Chartered Accountants, expires at the conclusion of the ensuing Forty-Ninth Annual General Meeting of the Company, who, being eligible, offer themselves for reappointment as Auditors of the Company. The Auditors have made certain comments in their Report which are self explanatory. In this regard, the Directors would like to state as follows:

1. During the year, the Company has reconstructed the Fixed Asset Register in respect of Lote plant and is in the process of reconstructing the same for Roha plant. The Company has also undertaken the physical verification of Fixed Assets under phased programme and whatever material discrepancies were identified on such verification have been properly dealt with in the books of accounts.

2. In the Consolidated Accounts, the effect of investment has not been considered in respect of Romvijay Bioo Tech Private Limited, an Associate Company, due to non-availability of their Audited Accounts (Refer Note No. 1 (d) and 6 in Schedule T).

19. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation to its shareholders, bankers, government authorities and the business associates for their continuous guidance and support.

For and on behalf of the Board of Directors

A. C. SHROFF Chairman & Managing Director Mumbai, 21st May, 2010.



 
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