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Directors Report of Excel Realty N Infra Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 14thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

_(Rs. In Lacs)

Particulars

For the year ended March 31, 2016

For the year ended March 31, 2015

Total Revenue

39,92.83

2327.12

Profit before Interest, Depreciation & Tax

183.66

190.77

Less: Interest

92.85

90.51

Less: Depreciation

32.88

47.63

Profit/ (Loss) Before Tax

57.93

52.63

Less: Tax Expenses

1. Current Tax

19.55

20.81

2. Deferred Tax

(0.29)

(4.52)

Net Profit/ (Loss) for the year

38.67

36.34

Add: Amount brought forward from Last Year

6538.01

6678.52

Appropriations:

Less: retained earnings on Disposal of fixed asset

0.00

176.86

Proposed Dividend

Nil

Nil

Tax on Proposed Dividend

Nil

Nil

Transfer to General Reserve

Nil

Nil

Balance carried forward to Balance Sheet

6576.68

6538.01

2. DIVIDEND

To retain the profit for the future business plan of the Company, the management thought it prudent not to declare dividend on equity shares of the Company.

3. RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2015-2016.

4. DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR

During the year under review the Company has earned Total Revenue of Rs. 3992.83 lacs as against of Rs. 2327.12 lacs in the previous year.

The Net profit for the current year is Rs. 38.67 lacs as against Rs. 36.34 lacs in the previous year.

5. NATURE OF BUSINESS

The Company is engaged in Infra Activity, IT & BPO activities & general trading activities.

6. CHANGE IN THE NATURE OF BUSINESS

The Company had altered its main objects by passing a special resolution through Postal Ballot on March 21, 2016 and have included the business of general trading in the Main Objects of the Company.

7. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report.

8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company’s operations in future.

9. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.

10. SUBSIDIARY

The details, performance and financial position of the Subsidiary Company included in the consolidated financial Statement are in form AOC-1 in Annexure I to this report.

11. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

12. STATUTORY AUDITORS

Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed there under M/s. S. G. Kabra & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 13th Annual General Meeting of the Company held on Monday, September 21, 2015, till the conclusion of the Annual General Meeting for the financial year 2016-2017 of the Company, subject to the ratification of their appointment at every Annual General Meeting.

13. AUDITORS’ REPORT

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

14. SHARE CAPITAL

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.

15. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the annual return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Board’s report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Energy Conservation &Technology Absorption

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. Company believes in conservation of energy and resources to help create a better tomorrow.

The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipment’s. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.

B) Foreign Exchange Earnings and Outgo:

The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:

(Amount in lacs)

a.

Total foreign exchange earned

46.48

b.

Total foreign exchange outgo

1.28

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.

18. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Ravi Prakash Sinha - Independent & Non-Executive Director had resigned with effect from October 4, 2015 and Mr. Subrata Kumar Dey was appointed as Additional Independent & Non-Executive Director with effect from November 9, 2015.

Further, Mrs. Monika Shah had resigned as the Chief Financial Officer of the Company with effect from May 31, 2015 and Mr. Pramod Kokate has been appointed as Chief Financial Officer with effect from August 13, 2015.

B) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received declarations from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

C) Formal Annual Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial year 2015-2016.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 4 times during the financial year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Additionally, during the financial year ended March 31, 2016 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. For further information please refer Report on Corporate Governance under the head Board of Directors.

20. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, ‘Audit Committee’ for matters relating to constitution, meetings and functions of the Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Policy has been disclosed on the Company’s website www.excel-infoways.com.

22. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, ‘Nomination & Remuneration Committee’ for matters relating to constitution, meetings and functions of the Committee. The Company’s Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as in Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investment made by the Company to other Corporate or persons are given in notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms’ length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 hence Form AOC-2 is not required to be furnished. The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Company’s website www.excel-infoways.com.

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting up to the date of the Annual General Meeting during the business hours on working days.

26. SECRETARIAL AUDIT REPORT

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2015-2016. The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2015-2016 forms part to this report as Annexure IV. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

27. CORPORATE GOVERNANCE CERTIFICATE

Certificate from the Auditors of the Company, M/s. S. G. Kabra & Co, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached to the Report on Corporate Governance.

28. RISK MANAGEMENT

The Company believes that managing risk helps in maximizing returns. The Company’s approach to addressing business risk is to periodically assess risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in strategy, business and operational plans. As per Section 134(3)(n) of the Companies Act, 2013, the Board of Directors have approved the Risk Management Policy for the Company. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.

29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

During the year under review the Company has not received any complaints on sexual harassment.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.

31. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of this Annual Report.

32. UNPAID AND UNCLAIMED DIVIDENDS

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 21, 2015 (date of last Annual General Meeting) as also on the Ministry of Corporate Affair’s website

The last date of claiming unclaimed and unpaid dividends declared for 2009-2010 from the Company is October, 2017.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors 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 and loss of the company for that period;

(c) the directors 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) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

34. ACKNOWLEDGMENTS

The Board gratefully acknowledges the support given and valuable guidance rendered by all financial institutions, banks, Government authorities, customers, vendors, members, shareholders. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

sd/-

Lakhmendra Khurana

Place: Mumbai Chairman and Managing Director

Date: May 26, 2016 DIN: 00623015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 12th Annual Report along with the audited accounts of the Company for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars For the year For the year ended 31-3-2014 ended 31-3-2013

Income from Operation and other income 1315.05 3059.90

Profit before Depreciation 142.34 433.48

Less: Depreciation 48.29 49.47

Profit before Tax 94.05 384.01

Provision for Tax 17.92 75.54

Deferred Tax (3.80) (2.16)

MAT credit Entitlement 12.09 52.67

Profit after Tax but before Prior period adjustments 67.84 257.96

Less: Prior period adjustments 5.35 11.84

Profit after Tax and Prior period adjustments 62.49 246.12

Add: Balance B/f. From last year 6616.03 6369.91

Amount available for appropriation 6678.52 6616.03

Less: Dividend - -

Less: Dividend Tax - -

Balance carried to Balance Sheet 6678.52 6616.03

RESULTS OF OPERATIONS

During the year under review, Company has earned total income from operations of Rs.1315.05 lacs as against Rs.3059.90 lacs in the previous year. The Profit after Tax and prior period adjustments is Rs.62.49 lacs in the current year as against Rs.257.96 lacs in the previous year.

Due to change in policies regarding export of services in our major client country i.e. USA, we were not able to garner sales as compared to previous year and hence profit from BPO enabled services declined. As we were unable to win major contracts of Infra Activity, the sales and profit from Infra activity also declined.

DIVIDEND

In the absence of adequate profits, the management thought it prudent not to declare dividend on equity shares of the Company. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Annual Report.

SUBSIDIARY

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 documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. 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 company will also be kept open for inspection at the Registered Office of the Company. The consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS

As per the provisions of Companies Act, 2013, and Articles of Association of the Company, Mrs. Ranjana Khurana, Executive Director of the Company, will retire at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends her appointment.

Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha and Mr. Binoy Gupta, Independent Directors of the Company were appointed as directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. As per sub-section (13) of section 149 of the Companies Act, 2013 the provisions of sub-sections (6) and (7) in respect of retirement of directors by rotation shall not be applicable to independent directors.

Sub-section (10) of section 149 of Companies Act, 2013 (effective April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of the company and shall be eligible for re-appointment on passing a special resolution by shareholders of the company. Sub-section (11) of section 149 of Companies Act, 2013, states that no independent director shall hold office for more than two consecutive terms of five years.

The Company has received requisite notice in writing from members proposing the appointment of Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha and Mr. Binoy Gupta as independent directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed, both, under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The term of office of Mr. Arpit Khurana as Executive Director of the Company expires on August 10, 2014. The Company has received requisite notice in writing from a member proposing re-appointment of Mr. Arpit Khurana as Executive Director of the Company.

The Board of Directors has approved the re-appointment of Mr. Arpit Khurana as Executive Director w.e.f August 11, 2014 for a further period of three (3) years. The re-appointment is subject to the approval of shareholders in the said Annual General Meeting. As per the provisions of Companies Act, 2013, and Articles of Association of the Company, the approval of the shareholders is sought for the said appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* in the preparation of annual accounts, for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures;

* the Directors have selected such accounting policies in consultation with the statutory auditors 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

* the Directors had 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 fraud and other irregularities; and

* the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under clause (g) of sub-section (3) of Section 141 of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

AUDITORS'' REPORT

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

UNPAID AND UNCLAIMED DIVIDENDS

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 31, 2013 (date of last Annual General Meeting) on the Company''s website (www.excel-infoways.com), as also on the Ministry of Corporate Affair''s website.

The last date for claiming unclaimed and unpaid dividends declared for 2009-10 from the Company is September 8, 2017.

DEPOSITS

During the year under review, Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

PARTICULARS OF EMPLOYEES

During the financial year 2013-14, no employee was in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in Annexure I to this report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the shareholders, creditors, financial institutions, banks, government authorities, customers and vendors during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.



For and on behalf of the Board of Directors

sd/- sd/- Lakhmendra Khurana Ranjana Khurana Chairman and Managing Executive Director Director Place : Mumbai Date : May 19, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 11th Annual Report along with the audited accounts of the Company for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.In Lacs) Particulars For the year For the year ended 31-3-2013 ended 31-3-2012

Income from Operation and other income 3,059.90 1,622.78

Profit before Depreciation 433.48 411.42

Less: Depreciation 49.47 89.15

Profit before Tax 384.01 322.27

Provision for Tax 75.54 65.63

Deferred Tax (2.16) (13.13)

MAT credit Entitlement 52.67 55.83

Profit after Tax but before Prior period adjustments 257.96 213.94

Less: Prior period adjustments 11.84 8.75

Profit after Tax and Prior period adjustments 246.12 205.19

Add: Balance B/f. From last year 6,369.91 6,164.72

Amount available for appropriation 6,616.03 6,369.91

Less: Dividend

Less: Dividend Tax

Balance carried to Balance Sheet 6,616.03 6,369.91



OPERATIONS

As the Company diversified into infra activity and operating into two segments, the Company could sustain its level of profitability as last year and continued to make efforts to make progress on its planned path to growth.

During the year under review, Company has earned total income from operations of Rs. 3059.90 lacs as against Rs. 1622.78 lacs in the previous year, translating into a growth of 88.56%. The Profit after Tax and prior period adjustments increased by 19.95% from Rs. 205.19 lacs in the previous year to Rs. 246.12 lacs in the current year.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the Company.

SUBSIDIARY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, the Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary company 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 company will also be kept open for inspection at the Registered Office of the Company. The consolidated financial statements presented by the Company include the financial results of its subsidiary company.

DIRECTORS

In terms of sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Arpit Khurana and Mr. Binoy Gupta, Directors retire by rotation and being eligible, offer themselves for re-appointment.

The Board of Directors has approved the re-appointment of Mrs. Ranjana Khurana as an Executive Director w.e.f January 01, 2014 for a further period of five (5) years, on such terms and conditions as set out in the Explanatory Statement annexed to the notice of the forthcoming Annual General Meeting. The re-appointment is subject to the approval of shareholders in the said Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that

- in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies in consultation with the statutory auditors 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 financial year;

- the Directors had 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 fraud and other irregularities;

- the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS’ REPORT

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

DEPOSITS

During the year under review, Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure I to this report.

CORPORATE GOVERNANCE REPORT

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the shareholders, creditors, financial institutions, banks, government authorities, customers and vendors during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

sd/- sd/- Lakhmendra Khurana Ranjana Khurana

Chairman and Managing Director Executive Director

Place : Mumbai

Date : May 27, 2013


Mar 31, 2012

The Directors have pleasure in presenting their 10th Annual Report along with the audited accounts of the Company for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS (Rs In Lacs)

For the year For the year ended 31-3-2012 ended 31-3-201

Income from Operation and other income 1,622.78 2,040.92

Profit before Depreciation 411.42 1,525.79

Less: Depreciation 89.15 90.07

Profit before Tax 322.27 1,435.71

Provision for Tax 65.63 317.61

Deferred Tax (13.13) (10.56)

MAT credit Entitlement 55.85 (281.65)

Profit after Tax but before Prior period adjustments 213.94 1,410.31

Less: Prior period adjustments 8.75 0.13

Profit after Tax and Prior period adjustments 205.19 1410.18

Add: Balance B/f. From last year 6,164.72 4,754.55

Amount available for appropriation 6,369.91 6,164.72

Less: Dividend - -

Less: Dividend Tax - -

Balance carried to Balance Sheet 6,369.91 6,164.72

OPERATIONS

Due to global recession and worsening U.S. and U.K. economic conditions, it would be difficult for IT industry to expand and grow. In such a critical situation to maintain our performance was difficult. Despite the challenging environment the Company performed well.

Drying the year under review, the Company has earned total income from operations Rs 1622.78 lacs (previous yearRs 2040.92 lacs) translating into a fall of 20.49%. The Profit after Tax and prior period adjustments falls by 85.45% from Rs 1410.18 lacs in previous year to 7 205.19 lacs in the current year.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the Company.

SUBSIDIARY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance sheet, the statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. The Company will make available the annual accounts of the subsidiary company 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 company will also be kept open for inspection at the Registered Office of the Company. The consolidated financial statements presented by the Company include the financial results of its subsidiary company.

In March 2011, Company invested in Excel Infra N Realty Pvt. Ltd., a group company byway of purchasing 26000 equity shares ofRs 10/- there by making it subsidiary of the Company. But as in November 2011, Company has sold 25000 equity shares of Rs 10/- each of the same to Mr. Lakhmendra Khurana - 10,000 shares and Mrs. Ranjana Khurana - 15000 shares, Excel Infra N Realty Ltd. is no more subsidiary of Excel Infoways Ltd.

IPO FUND UTILISATION

The Company in the initial public offer of equity shares made in July 2009, raised Rs 48 crore. The said equity shares are listed on the BSE and NSE effective August 2009. In the prospectus dated July 21, 2009 it was stated that the proceeds from the public issue would be utilized for setting up new facilities at Borivali and Kandivali at a total cost of Rs 48 crore. As stated in the said prospectus the Company had as on June 17, 2009 deployed Rs 18 crore from internal accruals, for purchase of the said properties. However on account of unforeseen legal disputes, the Company has been unable to get possession of the said properties as per schedule, and therefore the funds allocated for work related to interiors for the said facilities, could not be deployed. The Board of directors have meanwhile deployed the funds aggregating Rs 30 crore towards purchase of alternate property at Borivali and is in the process of setting up the facilities as proposed. The decision to so deploy the funds has been made in the overall interest of the Company and its shareholders.

DIRECTORS

In terms of sections 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Ranjana Khurana and Mr. Ravi Prakash Sinha, Directors retire by rotation and being eligible, offer themselves for reappointment.

Mr. Lakhmendra Khurana was re-appointed as Managing Director w.e.f April 01, 2012 for a further period of five (5) years, on such terms and conditions as set out in the Explanatory Statement annexed to the notice of the forthcoming Annual General Meeting subject to the approval of shareholders in the said Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors Report:

- that in the preparation of annual accounts, the applicable accounting standards had been followed along with pnper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 financial year;

- that the Directors had 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 fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS' REPORT

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

DEPOSITS

During the year under review, Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

PARTICULARS OF EMPLOYEES -

No employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well-being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help, motivate and retain valued employees.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION

Provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in relation to conservation of energy and technology absorption are currently not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies act, 1956 read with the Companies(Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are provided in the Annexure I to this report.

CORPORATE GOVERNANCE REPORT

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sd/- Sd /-

Lakhmendra Khurana Ranjana Khurana

Chairman and Managing Director Executive Director

Place : Mumbai

Date : May 28, 2012


Mar 31, 2011

To The Members,

The Directors have pleasure in presenting their Ninth Directors' Report along with the Audited Accounts of the company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year ended 31-3-2011 ended 31-3-2010

Income from Operation and other income 204091.83 206974.27

Profit before Depreciation 152827.46 149565.85

Less: Depreciation 9007.46 8623.78

Profit before Tax 143570.82 140942.08

Provision for Tax 31761.01 26120.68

Deferred Tax (1055.57) (369.40)

MAT credit Entitlement (28165.13) (23448.71)

Profit after Tax 141030.50 138639.50

Less: Prior period adjustments 12.66 425.79

Add: Balance B/f. from last year 475454.61 362007.31

Amount available for appropriation 616472.46 500224.78

Less: Dividend - 21168.78

Less: Dividend Tax - 3597.63

Balance carried to Balance Sheet 616472.46 475454.61

OPERATIONS

Due to global recession and worsening U.S. and U.K. economic conditions, it would be difficult for IT industry to expand and grow. We, in such critical situation could survive and maintain our performance. Company has continued to gain business in traditional areas of BPO/IT enabled services. In such a scenario, it was considered pragmatic to diversify business activity of the company and accordingly, in last annual general meeting company has obtained shareholders permission to commence new activities in the company including construction, development, real estate etc.

Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, company could sustain its level of profitability as last year and continued to make efforts to make progress on its planned path of growth. Income from operations was Rs. 2035.26 lakhs for the year ended on 31st March, 2011 .The Profit before tax is Rs. 1435.71 lakhs.

OUTLOOK

Strategic vision of company is to be leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Development of new client relationships

Company continued to develop new client relationship across various industries. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base. Management anticipates new business growth to increase with these investments.

The company is planning to commence the business of construction, development and real estate. Out of the IPO proceeds, the company utilized some fund for acquisition of properties for this new business. We may, according to the circumstances and availability of fund expand this business in future.

DIVIDEND

With a view to conserve resources, the management thought it prudent not to declare dividend on equity shares of the company.

DIRECTORS

Mr. Binoy Gupta and Mr. Ramesh Joshi, Directors retires by rotation and being eligible offer themselves for reappointment.

The Board of Directors of the company at its meeting held on 13th November, 2010, subject to approval of the shareholders, reappointed Mrs. Ranjana Khurana, Executive Director and Ms. Bela Ash, Executive Director for a further period of three years, at a remuneration of Rs. 50000/- per month to each of them. Due to preoccupancy with other activities, Ms. Bela Ash has resigned from the directorship of the company . She has tendered her resignation to the Board. The Board appreciates and records her contribution to the growth of the company during her tenureship as director of the company. The Board also noted and approved the appointment of Mr. Arpit Khurana, son of Mr. Lakhmendra Khurana, Chairman & Managing Director as Executive Director at remuneration of up to Rs. 100,000/- p.m..

DEPOSITS

Your company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors' Report:

- that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 financial year;

- that the Directors had 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 fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The company has well-defined internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business. Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The company's business does not entail conservation of energy, technology absorption.

Your company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits Research and Development:

The company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2010-11 2009-10

Earnings 202350363 204647216

Outgo 2991906 2866366

SUBSIDIARIES

During the last year, the company invested in Excel Infra N Realty Ltd., a group company by way of purchasing 26000 equity shares of Rs. 10/-, there by making it subsidiary of the company. Consolidated Accounts of the company's subsidiary Excel Infra N Realty Pvt. Ltd and Excel Info FZE are attached herewith.

IPO AND QIP FUND UTILISATION

The company came out with IPO and equity shares of the company were listed on the Bombay Stock Exchange and National Stock Exchange of India Limited effective August, 2009. In the prospectus, we had provided that we would partially utilized IPO proceeds in setting up new facilities at Borivali and Kandivali. However due to non receipt of possession of these properties, as scheduled, the funds allocated for works related to interior etc. could not be deployed as stated in the prospectus. Hence, consequent upon the delay in setting up new facilities, we utilized IPO proceeds in making part payments towards acquiring properties other than those mentioned in the prospectus.

In June, 2011 the company raised fund by way of further issue of shares for the purpose of expansion, working capital requirements etc. The company came out with Qualified Institutional Placement issue worth Rs. 25,70,45,000, 10180000 equity shares of Rs. 10/- each at the price of Rs. 25.25 per share, i. e. at premium of Rs. 15.25 per share. The company already utilized the fund for the purchase of property at Raipur from for the development.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion Analysis, Corporate Governance Report, Managing Director's and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

EMPLOYEE RELATIONS

The relationship of your company with its employees remained cordial throughout the year. The company has various policies and procedures to attract and retain its employees. The company provides training on various soft skills, domain knowledge and effective communication skills. Your company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co-operation and support received by the company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the company.

For and on behalf of the Board of Directors EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Managing Director Executive Director

Place : Mumbai Date : 11th August, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Eighth Directors Report along with the Audited Accounts of the company for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year

ended 31-3-2010 ended 31-3-2009

Income from Operation

and other income 206974.27 186292.95

Profit before Depreciation 149565.85 140171.03

Less: Depreciation 8623.78 8335.58

Profit before Tax 140942.08 131835.45

Provision for Tax 26120.68 15830.34

Deferred Tax (369.40) 663.85

Fringe Benefit Tax - 206.51

MAT credit Entitlement (23448.71) (33373.23)

Profit after Tax 138639.50 148507.97

Less: Prior period adjustments 425.79 1467.88

Add: Balance b/f. From last year 362007.31 214967.21

Amount available for appropriation 500221.02 362007.31

Less: Dividend 21168.78 -

Less: Dividend Tax 3597.63 -

Balance carried to Balance Sheet 475454.61 362007.31



OPERATIONS

Your company is one of the fast growing companies in IT enabled services Industry providing effective business solutions to the Global and Indian companies with excellence in the technology and robust processes. Company has continued to win new assignments as well as achieved growth in traditional areas of BPO/IT enabled services which have significant growth potential in the years to come.

Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, company could sustain its level of profitability as last year and continued to make progress on its planned path of growth. Income from operations was Rs. 2041.61 lakhs for the year ended on 31st March, 2010 .The Profit before tax is Rs. 1409.42 lakhs.

OUTLOOK

Strategic vision of company is to be the global leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Growth in our existing client relationships

Your company believes that there are significant opportunities for additional growth within its existing client base. Company intends to leverage its domain expertise, close relationship with its clients to expand the scope of current services as well as to provide services in new areas and business.

Development of new client relationships

Company continued to develop new client relationship across various industries. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base. Management anticipates new business growth to increase with these investments.

DIVIDEND

The management is pleased to recommend final dividend at the rate of Rs. 1/- per share on 2,11,68,779 shares of Rs. 10 /- each i.e. 10% on each equity share of the company, total outgo on account of dividend shall be Rs. 211,687,79 subject to tax.

DIRECTORS

Mr. Ravi Sinha and Ms Bela Ash , Directors retires by rotation and being eligible offer themselves for reappointment.

DEPOSITS

Your company has not accepted any fixed deposits -/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the company.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors Report:

- That in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies in consultation with the statutory auditors 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 financial year;

- That the Directors had 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 fraud and other irregularities;

- That the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The company has well-defined internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business. Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits, Research and Development.

The company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2009-10 2008-09

Earnings 204,647,216 186,040,738

Outgo 28,66,366 44,19,101

SUBSIDIARY

The company formed wholly owned subsidiary company at Dubai viz Excel Info FZE on 16th December, 2009. Consolidated Accounts of the companys subsidiary Excel Info FZE are attached to this annual report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

EMPLOYEE RELATIONS

The relationship of your company with its employees remained cordial throughout the year. The company has various policies and procedures to attract and retain its employees. Most of the employees of your company are well educated and the company provides training on various soft skills, domain knowledge and effective communication skills. Your company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co-operation and support received by the company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the company.

For and on behalf of the Board of Directors

EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Bela Ash

Managing Director Executive Director Executive Director

Place : Mumbai

Date : 4th August, 2010


Mar 31, 2009

The Directors have pleasure in presenting their Seventh Directors’ Report along with the Audited Accounts of the Company for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS (Rs. In Thousand)

For the year For the year Ended 31-3-2009 ended 31-3-2008

Income from Operation and other income 186292.95 231523.13

Profit before Depreciation 140171.03 172352.06

Less: Depreciation 8335.58 7450.47

Profit before Tax 131835.45 164901.59

Provision for Tax 15830.34 18621.00

Deferred Tax 663.85 2730.91

Fringe Benefit Tax 206.51 170.00

MAT credit Entitlement 33373.23 -

Profit after Tax 148507.97 143379.68

Less: Prior period adjustments 1467.88 378.31

Add: Balance B/f. From last year 214967.21 152565.84

Amount available for appropriation 362007.31 295567.21

Less: Dividend (interim) - -

Less: Dividend Tax - -

Less: Transferred to General Reserves - -

Bonus Share issue - 80600.00

Balance carried to Balance Sheet 362007.31 214967.21

OPERATIONS

Your Company is one of the fast growing companies in IT enabled services Industry providing effective business solutions to the Global and Indian companies with excellence in the technology and robust processes. Company has continued to win new assignments as well as achieved growth in traditional areas of BPO/IT enabled services which have significant growth potential in the years to come.

Your Company is ISO 27001:2005 (Formerly known as BS 7799-2:2002) certified and is a Customer Contact Center based in India, offering a range of customer care services including telecom fulfillment center, providing technical services, financial services, healthcare, outbound sales and Marketing, voice, email response, real-time chat, knowledge management, eCRM architecture and other value added services, where each component of service delivery is critical.

Your Company has the resources, technology and operational expertise in place to help companies expand globally and exceed their customer sales, services and marketing expectations with its reputation for quality, investment in technology and qualified personnel to give the edge to succeed.

During the year, Company could sustain its level of profitability as last year and continued to make progress on its planned path of growth. Income from operations was Rs. 1860.41 lakhs for the year ended on 31st March, 2009 .The Profit before tax is Rs. 1318.35 lakhs.

OUTLOOK

Strategic vision of Company is to be the global leader in IT consulting and solutions for small, medium and large businesses. The key elements of our business strategy are as follows:

Growth in our existing client relationships

Your Company believes that there are significant opportunities for additional growth within its existing client base. Company intends to leverage its domain expertise, close relationship with its clients to expand the scope of current services as well as to provide services in new areas and business.

Development of new client relationships

Company continued to develop new client relationship across various industries by expanding its capacity by creation of facility for approx. 500 additional seats. Company has appointed highly talented, educated and experienced Business Development Manager for the development of new client base Management anticipates new business growth to increase with these investments

DIVIDEND

The management does not recommend declaration of any final dividend on the equity share capital of the company.

DIRECTORS

Mrs. Ranjana Khurana, Executive Director retires by rotation and being eligible offer herself for reappointment.

DEPOSITS

Your Company has not accepted any fixed deposits u/s 58A of the Companies Act, 1956, from the Public. As such, no amount of Principal or Interest is outstanding as on the Balance Sheet date.

EMPLOYEES

No Employee draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing Annual General Meeting and according to a Certificate received from them u/s 224(1-B) of the Companies Act, 1956 are eligible for re-appointment. The members are recommended to re-appoint them as the Auditors of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors’ Report:

- that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies in consultation with the statutory auditors 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 financial year;

- that the Directors had 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 fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis.

INTERNAL CONTROL SYSTEMS

The Company has well-defined and documented internal control system, procedure and policies which are adequate and commensurate with the size and nature of its business.

Adequate checks and balances and control systems are established to ensure that assets of the company are safeguarded and transactions are executed under proper authorization and are properly recorded in the books of account. There exists a proper definition of roles and responsibilities across the organization to ensure information flow and effective monitoring. The Company has an independent Internal Audit carried out by a firm of chartered accountants. The internal audit reports and the quarterly/annual financial statements relating to all significant audit observations and follow up actions arising from them are reviewed by the Board itself.

AUDIT COMMITTEE

During the financial year the company has constituted three committees viz. Audit Committee, Remuneration Committee and Shareholders Grievance Committee. The Audit Committee is constituted to monitor and provide effective supervision of the management’s financial reporting progress with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting. The Committee oversees the work carried out by the management, internal auditors on the financial reporting process and the safeguards employed by them. Composition of the Audit Committee is as follow:

Name of Members Designation

Mr. Binoy Gupta Chairman

Mr. Ravi Prakash Sinha Member

Mr. R.M. Joshi Member

Ms. Bhavana Shah Secretary

Remuneration Committee handles matters pertaining to the remuneration payable including any revision in the remuneration payable to executive / non executive Directors and recommends to the Board, the remuneration package of the Company’s Directors. Composition of the Remuneration Committee is as follow:

Name of Members Designation

Mr. Binoy Gupta Chairman

Mr. Ravi Prakash Sinha Member

Mr. R.M. Joshi Member

Ms. Bhavana Shah Secretary

The terms of reference of the Shareholders / Investor Grievances Committee is to look into the redressal of shareholder and investors complaints like transfer of shares, non- receipt of balance sheet, non-receipt of declared dividend etc. Composition of the Remuneration Committee is as follow:

Name of Members Designation

Mr. R.M. Joshi Chairman

Mr. Ravi Prakash Sinha Member

Mr. Lakhmendra Khurana Member

Ms. Bhavana Shah Secretary

ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company’s business does not entail conservation of energy, technology absorption. Your Company being in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorptions are not applicable. The operation of the Company is not energy intensive. However, adequate measures have been taken to conserve and reduce energy consumption. Every effort is taken to reduce the consumption of energy which includes standardization on purchase of energy efficient equipment and accessories, detection and prevention of leak, monitoring load and conducting periodic energy audits. Research and Development:

The Company uses the latest technologies for improving the productivity and enhances the quality of customer services.

Foreign Exchange Earnings & Outgo

(Amount in Rs.)

2008-09 2007-08

Earnings 186040738 230911000

Outgo 4419101 10073000

SUBSIDIARY

The company’s subsidiary in Ras Al Khaimah, United Arab Emirates by the name of Excel Infoways Trading FZE was closed down during the year. Accounts of the subsidiary company are attached herewith. During the year no operations or activity has been undertaken by the subsidiary company.

EMPLOYEE RELATIONS

The relationship of your Company with its employees remained cordial throughout the year. The Company has various policies and procedures to attract and retain its employees. Most of the employees of your Company are well educated and the Company provides training on various soft skills, domain knowledge and effective communication skills. Your Company is focused on improving the overall experience including health and mental well being of its employees; and to that end it regularly conducts health checks. The Company also provides many benefits and incentives to its employees including to help motivate and retain valued employees.

INDUSTRY OVERVIEW AND BUSINESS OUTLOOK

The companys established presence across its service offerings uniquely positions it to bid for large projects from clients and service. Client addition has been steady and pipeline of customers is very good. The outsourcing of business processes (BPO) to third-party providers has become a sizable and growing industry. Companies use BPO services to garner higher profits by managing growth at reduced risk levels, while retaining competitiveness. BPO provides the means to service an enterprises critical yet non-core functions at lower operating costs than would be incurred by performing the functions in-house.

The Company is planning to expand its delivery arms by setting up additional contact centers, as and when the need arises both in and outside India and increase services to active clients across the globe.

ACKNOWLEDGEMENT

The Directors wish to put on record their appreciation of the wholehearted, sincere co- operation and support received by the Company from the Bankers, Clientele, Suppliers and Government Authorities.

The Directors also wish to place on record deep appreciation of the contribution made by all the executives and employees for the growth of the Company.

For and on behalf of the Board of Directors EXCEL INFOWAYS LTD

Lakhmendra Khurana Ranjana Khurana Bela Ash Managing Director Executive Director Executive Director

Place : Mumbai Date: 04.06.2009

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