Directors Report of Excel Crop Care Ltd.

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting the Fifty-Fourth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2018 .

1. FINANCIAL RESULTS

The salient features of the Company’s working are: (Rs. in Lacs)

	2017-18	2016-17
Gross Profit for the year	138,46.08	101,27 . 40
Less: Depreciation and amortization expense	16,83.69	17,10 11
Profit before exceptional items and tax	121,62.39	84,17 . 29
Add: Exceptional Items	—	10,54 . 45
Profit before tax	121,62.39	94,71. 74
Less: Tax expense (Current and Deferred Tax)	40,31.37	24,27 75
	81,31.02	70,43. 99
Add: Balance brought forward from the previous year	31,62.22	79,26. 88
Profit after tax	112,93.24	149,70 . 87
Appropriations:
Dividend paid for F. Y. 2015-16	—	13,75 . 70
Interim Dividend paid for F . Y. 2016-17	—	12,65 . 65
Proposed Dividend for F . Y. 2017-18	9,62.99	—
Tax on Dividends	1,97.95	5,32 43
Other Comprehensive income (net of tax) (added to)/reduced from retained earnings	(3,46.86)	1,34 . 87
Transfer to General Reserve	70,00.00	85,00. 00
	78,14.08	118,08 . 65
Carried forward to next year	34,79.16	31,62.22

2 DIVIDEND

Your Directors have recommended a dividend of 175% amounting to Rs.8 . 75 per equity share of Rs.5 . 00 each . The Directors consider this appropriate having regard to the requirements for funds for future growth of the Company Last year the Company paid interim dividend of Rs.11. 50 per equity share .

3 . ACCOUNTING STANDARDS AND GST

For and up to F . Y. 2016-17, financial statements were prepared in accordance with the then applicable accounting standards (‘Indian GAAP’) . From 1st April, 2017, Indian Accounting Standards (‘Ind AS’) are applicable to the Company. Accordingly, the Company has adopted Ind AS and prepared financial statements for F . Y. 2017-18 in accordance with the principles laid down in Ind AS . The comparative data for the previous financial year 2016-17 have also been presented in accordance with Ind AS . In preparing these financial statements, the Company’s opening balance sheet as at 1st April, 2016, the Company’s date of transition to Ind AS, has also been prepared accordingly. The Company has, therefore, made principal adjustments to restate its Indian GAAP financial statements as at and for the year ended 31st March, 2017 .

Goods and Service Tax (GST) was introduced with effect from 1st July, 2017 . GST subsumed Excise Duty, Service Tax, Value Added Tax, Octroi Duty and Entry Tax, amongst others . GST did not have material cost and pricing impact on the industry and the Company. However, higher amount is locked-up in working capital by way of GST input credit . The Company’s transition to GST regime was fairly smooth .

4. OPERATIONS

During the year under review, the sales increased from Rs.1024. 24 crore in the previous year to Rs.1162 . 28 crore . Domestic sales turnover increased to Rs.841. 29 crore from Rs.758. 55 crore in the previous year. Export turnover also increased from Rs.265 . 69 crore in the previous year to Rs.320. 99 crore in the year under review . The Company’s profit before exceptional items and tax in 2017-18 is Rs.121. 62 crore as against Rs.84 . 17 crores in the previous year .

The overall performance of monsoon in 2017 was satisfactory which helped the Company in improving sales in the domestic market . However, several parts of the country witnessed poor rainfall . In the export market, the Company was able to increase its sales turnover significantly in spite of stiff competition and adverse forex conditions and currency volatility in some importing countries

5 . NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review, your Company continued to pursue initiatives to optimise utilization of its manufacturing facilities by undertaking in-house manufacturing of new products . Your Company commercialised production of four technical grade products and six new formulation products (including combination products in insecticides, herbicides, fungicides and plant nutrient segments) . It also expanded manufacturing capacity for four major products during the year under review .

Your Company continues its efforts in the area of product and process improvement for enhancing yields, reducing manufacturing costs, reducing effluent load and effluent treatment cost, and also for staying innovative and competitive in the market . Your Company also continues to focus on energy conservation and energy cost reduction .

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa . The quality of the products is maintained and upgraded to the applicable national and international standards through rigorous pursuit of Six Sigma initiative . The Company continues to enjoy the reputation of a consistent and reliable quality supplier

During the year, the Company expanded the capacity of its solar power plant in Gajod, Kutch by 125 KW. This initiative towards green energy would also help in reducing dependence on outsourced power as well as in energy cost reduction .

6. OUTLOOK

The importance of agrochemicals has been increasing over the last few decades driven by the need to improve overall agricultural productivity and to ensure adequate food availability for the growing population . Preceding three years have been challenging for crop protection chemicals industry in India as well as the world . 2017, however, turned out to be a normal monsoon year. As per the Economic Survey of India, agriculture sector has grown by 4 . 1% in 2017 .

In 2016, the Prime Minister unveiled a strategy to double farmers’ income by 2022 . The Ministry of Agriculture and the Indian Council of Agricultural Research stressed that to achieve this, it is necessary to improve farmers’ awareness about pesticide use to reduce crop losses and to help them learn modern farming techniques .

Prices of agrochemicals like insecticides and herbicides are likely to go up with shut down of many factories in China, the world’s largest producer of agrochemicals, due to tightening of pollution control norms . Indian players, who have manufacturing strength, especially with backward integration, will have opportunity to emerge as global players . This will be a boost for the ‘Make in India’ initiative of the government.

As per predictions of both Indian Meteorological Department and Skymet, 2018 southwest monsoon is expected to be ‘normal’ . The Central Government’s announcement of covering more crops under minimum support price (“MSP”) regime and promise of cost linked MSP should put more purchasing power in farmers’ hands, which, in turn, will improve chances of the farm sector recovery, which has seen fluctuating growth in the recent past .

The Company expects to continue to perform well in export of branded products due to favourable climatic conditions in its major export geographies . Performance in export of technical grade products will however depend upon the developments in the Chinese industry. The Company expects to enter certain developed markets which can drive future growth .

7 . SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulfilment of its aims of protecting and enriching the environment and human health and safety. The Company continues to hold and maintain ISO-9000, ISO-14000 and ISO-18001 certifications which offer benefits in terms of consistent product quality and healthy working environment at manufacturing sites . The Company also continues to sustain its SA 8000 - Certification for Social Accountability for all its sites . Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at regular intervals . All the manufacturing and warehousing sites of the Company are covered by safety audit .

8 . EDUCATION, LEARNING AND HUMAN RESOURCES

Your Company continues to invest in the development and growth of the employees through training and development programmes which help in growth of the organisation and also enhance job-satisfaction and employee morale . Your Company endeavours to ensure that it has requisite competency to meet the new challenges in the changing business environment This is done by focusing on capability, skill and competence building and through specially devised developmental programmes to identify potential candidates and develop them for higher responsibilities .

The relations between the employees and the management continue to be cordial . Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels .

Your Company continues to educate farmers on various aspects of farming including latest technology and new products .

9. INSURANCE

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

10. SUBSIDIARIES

Highlights of the financial performance of Excel Crop Care (Africa) Limited, Tanzania and Excel Crop Care (Europe) NV, Belgium, subsidiary companies, during FY 2017-18 are as follows:

Excel Crop Care (Africa) Limited, Tanzania

	(Tanzania Schillings in millions)
	2017-18	2016-17
Sales Turnover	5,087	13,865
Profit before Tax	385	108
Profit after Tax	269	76
Excel Crop Care (Europe) NV, Belgium

	(Euros in thousands)
	2017-18	2016-17
Sales Turnover	2,544	3,031
Loss	41	33

During the year 2017-18, Excel Crop Care (Africa) Limited, Tanzania changed its business model from ‘Trading’ to ‘Commission Agency’ business for some businesses . The reduced sales turnover reflects the change in the business model . However its profits have increased as compared to the previous year.

During the year under review, Excel Crop Care (Africa) Limited declared and paid a dividend for FY 2016-17 at the rate of Tanzania Schillings 15,000 per share i . e . 15% . The Company received Rs.7 . 25 Lac by way of dividend from the subsidiary.

Excel Crop Care (Australia) Pty Limited, Australia did not have commercial activities during FY 2017-18 as in the past several years . The Board has decided to wind up Excel Crop Care (Australia) Pty Limited and steps are being taken for the same .

Excel Brazil Agronegocious Ltda, the Company’s subsidiary in Brazil, was incorporated in 2011 but had no commercial operations . The subsidiary was also not funded for share capital . Excel Brazil Agronegocious Ltda has been wound up effective 31st March, 2017 . The Financial Statements and the Reports of the Board of Directors and the Auditors of the Company’s subsidiaries shall be made available to the Members on requisition . These are also available for inspection at the Registered Office and Corporate Office of the Company and are also being posted on the Company’s website: www . excelcropcare . com

11. DISCLOSURE UNDER THE COMPANIES ACT, 2013

Information is given below pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and rules thereunder, to the extent applicable to the Company Some of the disclosures have been included in appropriate places in the Corporate Governance Report which is part of the Board’s Report .

a) Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure I .

b) Extract of Annual Return:

The details forming part of the extract of the annual return in form MGT-9 are given in Annexure II .

c) Policy on Directors’ appointment, Remuneration Policy and information regarding remuneration:

Particulars of the Company’s Policy on Directors’ appointment, Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 are given in Annexure III.

d) Particulars of Loans, Guarantees and Investments:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements .

e) Related Party Transactions:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis

All related party transactions are placed before the Audit Committee for their approval Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a repetitive nature . The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee .

Sumitomo Chemical India Private Limited (SCIPL) is a subsidiary of Sumitomo Chemical Company, Limited, Japan, (SCC), the Company’s Holding Company and therefore, SCIPL is the Company’s related party. Both, the Company and SCIPL, are engaged in agro-chemicals business . As a part of its regular business, the Company has business transactions with SCIPL which comprise purchase, sale and supply of goods (including raw materials, intermediates, finished product, capital goods and other items), providing and availing services (including job work services), payment of dividend on shares and other transactions in the ordinary course of business . All the transactions with SCIPL are at arm’s length .

Pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the said Regulations”) all material related party transactions require approval of the members through a resolution . The said Regulations define the term ‘material’ to mean a transaction with a related party which individually or taken together with previous transactions during a financial year exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statement of the Company.

During the year, the Company entered into transactions with SCIPL which are considered ‘material transactions’ in terms of the said Regulations

The Shareholders have given approval for the transactions of the Company with SCIPL during the year by an Ordinary Resolution passed through Postal Ballot Process By another Ordinary Resolution passed through Postal Ballot Process, the Shareholders have accorded approval for the transactions up to an amount not exceeding Rs.200 crore to be entered into by the Company with SCIPL during F . Y. 2018-19 .

The Policy on related party transactions as approved by the Board may be accessed on the Company’s website www. excelcropcare. com Particulars of contracts entered during the financial year 2017-18 as per Form AOC-2 are given in Annexure-IV .

f) Business Risk Management:

Over the years, the Company has evolved and implemented its Enterprise Risk Management Policy.

As a part of its risk management process, the Company has identified and compiled a list of risks which need to be addressed, managed and mitigated . The mitigation measures for such risks are also identified and implemented . The major risk areas relate to forex fluctuation, credit risks mainly relating to exports, regulatory risks, business competition risks and insurance adequacy risks .

g) Evaluation of the performance of the Board, Committees of Directors and Individual Directors:

The Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board As a part of this mechanism, a structured questionnaire, which has been approved by the Company’s Nomination and Remuneration Committee, is used to carry out evaluation of performance of the Board, Committees of Directors and individual Directors . The questionnaires take into consideration various criteria and factors .

h) Material orders passed by the regulatory authorities or courts/material changes or commitments:

There are no material orders 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, 2018 which may affect the financial position of the Company.

i) Internal Financial Controls and their adequacy:

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

j) Performance of Subsidiaries:

Details of performance and financial position of each of the Subsidiaries are given in Form AOC-1 in Annexure V. The Company has no associate company

k) Corporate Social Responsibility (CSR) initiatives:

The Company has formulated its Corporate Social Responsibility Policy which has been posted on its website www. excelcropcare . com

A brief outline of the Policy and the Annual Report on CSR Activities is given in Annexure VI . l) Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII .

m) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Prashant Diwan, Practicing Company Secretary (FCS:1403; CP NO. 1979), Mumbai, was appointed Secretarial Auditor to conduct secretarial audit for the year ended 31st March, 2018 . The Report of the Secretarial Auditor is attached as Annexure VIII.

n) Secretarial Standards:

The Company has complied with the applicable ‘Secretarial Standards on Meetings of the Board of Directors - SS 1’ and ‘Secretarial Standards on General Meetings - SS 2’

12 . DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr . Seiji Ota, Non-Executive Director, resigned from the Board with effect from 8th August, 2017 . The Board places on record its appreciation of Mr. Ota’s contribution to the Board and Committee deleberations .

Mr. Tadashi Katayama, Non-Executive Director, retires by rotation at the ensuing annual general meeting of the Company and is eligible for re-appointment . The Board commends his re-appointment.

The Board has appointed Mr. Kiyoshi Takayama as Executive Director for a period of 3 years with effect from 1st April, 2018, subject to the approval of the members of the Company A Special Resolution is included in the Notice convening the annual general meeting seeking approval of the members to the appointment of Mr. Kiyoshi Takayama as Executive Director. The Board commends his appointment. Mr. Kiyoshi Takayama is a Key Managerial Personnel under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

13 . DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, 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 that period;

(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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

14 . BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report prepared pursuant to Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to initiatives taken from environmental, social and governance perspective in the prescribed form forms part of the Annual Report and is given in Annexure IX .

15 . CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors’ Certificate regarding compliance of the same are annexed and form part of the Annual Report

16 AUDITORS

Statutory Auditors:

At the 53rd annual general meeting of the Company held on 24th July, 2017, the members of the Company had approved the appointment of Messrs BSR & Associates LLP Chartered Accountants, Mumbai, as the Auditors of the Company for a term from the conclusion of the 53rd annual general meeting until the conclusion of the 58th annual general meeting, subject to ratification of such appointment by the members at every annual general meeting, in pursuance of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 .

However, vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the requirement for ‘seeking ratification of appointment of the auditors (appointed for five year term) at every annual general meeting’ has been omitted . This amendment has come into effect on 7th May, 2018 . In view of the aforesaid amendment, the ratification of the appointment of the auditors will not be necessary going forward . However, in view of the resolution passed at the 53rd annual general meeting it is proposed to ratify the appointment of the Auditors and confirm their appointment upto the conclusion of the 58th annual general meeting of the Company without the requirement of any further ratifications by the members .

Cost Auditor:

The Board of Directors has re-appointed Mr . Kishore Ajitshi Bhatia as the Cost Auditor for the financial year 2018-19 to carry out audit of the Company’s cost records as prescribed under Section 148 of the Companies Act, 2013 . The Cost Audit Report for the financial year 2016-17, which was required to be filed with the Ministry of Corporate Affairs on or before 27th August, 2017, was filed on 21st August, 2017 vide SRN: G50918572 .

17 . ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company’s Shareholders, Bankers, various authorities of the Governments and business associates .

For and on behalf of the Board of Directors

DR . MUKUL G . ASHER

Chairman

DIN: 00047673

Mumbai, 25th May, 2018.

---

Mar 31, 2017

TO THE MEMBERS,

The Directors have pleasure in presenting the Fifty-Third Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2017 .

1. FINANCIAL RESULTS

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

(Rs. in I acs)

	2016-17	2015-16
Gross Profit for the year was	100,15.91	92,24 94
Less: Depreciation and amortization expense	17,10.12	17,51. 77
Net profit	83,05.79	74,73 . 17
Add: Exceptional Items	12,01.81	6,91. 36
Leaving a net profit subject to taxation of	95,07.60	81,64 . 53
Less: Taxation (Current and Deferred Tax)	24,36.03	22,06 . 13
	70,71.57	59,58 . 40
Add: Balance brought forward from the previous year	60,83.48	27,80 84
Leaving a balance available for disposal of	131,55.05	87,39 . 24
Appropriations:
Interim Dividend paid during the year	12,65.65	—
Proposed Dividend	—	13,75 . 70
Tax on Dividend	2,52.37	2,80. 06
Transfer to General Reserve	85,00.00	10,00 . 00
	100,18.02	26,55 . 76
Carried forward to next year	31,37.03	60,83. 48

2 . DIVIDEND

During the year under review, the Company distributed an interim dividend of 230% amounting to Rs.11. 50 per equity share of Rs.5 . 00 each to shareholders pursuant to declaration of the interim dividend by the Board on 7th July, 2016 .

Your Directors have recommended that the interim dividend of Rs.11. 50 per equity share declared on 7th July, 2016 be considered as the final dividend for the year ended 31st March, 2017 .

3 . CHANGE IN CONTROLLING STAKE AND PROMOTERS

In June, 2016, a Share Purchase Agreement was entered into between the Shroff Family, the then Promoters, Sumitomo Chemical Company, Limited, Japan, Sumitomo Chemical India Private Limited, its Indian subsidiary, certain Financial Shareholders and the Company, whereby Sumitomo Chemical Company, Limited, Japan agreed to purchase from the Shroff Family its entire shareholding representing 24. 72% of the paid-up equity capital of the Company and from the Financial Shareholders 20. 26% of the paid-up equity capital of the Company.

In July, 2016, Sumitomo Chemical India Private Limited made an Open Offer to the public shareholders of the Company pursuant to the provisions of SEBI (Substantial Acquisition and Takeovers) Regulations, 2011. It acquired 19 . 98% shares of the Company offered to it under the Offer at the price of Rs.1,259 . 36 per share - the same price as agreed to be paid to the Shroff Family and the Financial Shareholders under the Share Purchase Agreement

On 7th October, 2016, Sumitomo Chemical Company, Limited, Japan acquired the shares representing 44 . 98% of the paid-up equity capital of the Company from the Shroff Family and the Financial Shareholders pursuant to the Share Purchase Agreement .

As a consequence of acquisition of 64 97% shares by Sumitomo Chemical Company, Limited, Japan and its Indian subsidiary and pursuant to the Ordinary Resolution passed by the members at the 52nd Annual General Meeting held on 28th July, 2016, the Shroff Family ceased to be the ‘Promoters and Promoter Group'' of the Company with effect from 7th October, 2016 . Sumitomo Chemical Company, Limited, Japan was named the ‘Promoter'' of the Company and Sumitomo Chemical India Private Limited was named as a member of the ‘Promoter Group''.

With the change in the shareholding pattern as above, the Company has become a subsidiary of Sumitomo Chemical Company, Limited, Japan with effect from 7th October, 2016 .

The Directors believe that the combining of the Company''s strong manufacturing capabilities, robust off-patent product portfolio and extensive distribution network in India and abroad with the world class research capabilities of Sumitomo Chemical Company, Limited, Japan would be in the overall interest of the Company and would contribute to further growth of the Company''s business .

The Board places on record its deep appreciation of the Shroff Family for nurturing the Company and for their immensely valuable contribution in the growth of the Company''s business .

4. OPERATIONS

During the year under review, the net sales increased from Rs.862 . 77 crores in the previous year to '' 943 . 55 crores . Domestic sales turnover increased to Rs.677 . 86 crores from Rs.628 . 23 crores in the previous year. Export turnover also increased from Rs.234 . 54 crores in the previous year to Rs.265. 69 crores in the year under review . The Company''s profit before tax in 2016-17 is Rs.95 . 08 crores as against Rs.81. 65 crores in the previous year.

The overall performance of monsoon in 2016 was satisfactory, especially in the backdrop of two preceding years of subnormal rainfall. Good monsoon helped the Company in improving its sale in the domestic market . However, several parts of south India experienced draught like conditions owing to poor rainfall. In the export market, the Company was able to increase its sales turnover significantly in spite of draught in some of the important markets, adverse forex conditions and currency volatility in some importing countries and increased pressure of competition .

5 . NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review, your Company continued to pursue initiatives to optimize utilization of its manufacturing facilities by undertaking in-house manufacturing of new products . Your Company launched production of three new products in herbicide and fungicide segments . It also expanded manufacturing capacities for its three major products during the year under review .

Your Company continues its initiative for increasing use of renewable energy. During the year under review, your Company expanded by 123 KW the capacity of its 500 KW solar power plant in Gajod, Kutch, which was set up in 2014-15 . This would help the Company reduce dependence on outsourced power and also help in energy cost reduction .

Your Company continues its efforts in the area of product and process improvement for enhancing yields, reducing manufacturing costs, reducing effluent load and effluent treatment cost and also for staying innovative and competitive in the market . Your Company also continues to focus on energy conservation and energy cost reduction .

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa . The quality of the products is maintained and upgraded to the applicable national and international standards

6. OUTLOOK

The Indian Metrology Department has predicted normal monsoon in 2017 in its advance estimates . This augurs well for the farming community, the agrochemicals industry and the Company since farming in India largely depends on monsoon An international metrology agency has, however, expressed fear of occurrence of El Nino phenomena mid way, which may weaken the monsoon.

Government initiatives under the ‘Make in India'' theme are expected to benefit indigenous technical manufacturers in the long run.

Introduction of Goods and Service Tax (GST) in 2017-18 would impact the industry in a big way as it would affect other industries . The Company is getting ready to deal with changes in the business, systems and business processes which may come with GST. GST would lead to logistical advantages but is feared to impact the cost structure of the industry and the Company and in the worst case may lead to business disruption in the initial stage . Clarity on several issues connected with GST is yet to emerge and at this point of time, it is difficult to envisage short term and long term impact of GST on the industry and the Company.

In the export segment, the Company expects to continue to perform well in view of prediction of good rains in East Africa, which is a key market for the Company. However, in some countries in West Africa, another major market for the Company, the Company''s customers continue to experience currency volatility and unavailability of foreign exchange . This could pose difficulties in growth of business in this region .

7 . COURT ORDERS IN ENDOSULFAN AND COMPETITION ACT, 2002

Endosulfan Case:

In April, 2011, a petition by way of public interest litigation was filed before the Hon''ble Supreme Court seeking a ban on Endosulfan, a major product for the Company at that time, citing human health concerns . On 13th May, 2011, the Hon''ble Supreme Court passed an ad-interim Order banning production, sale and use of Endosulfan . Accordingly, the Company immediately stopped production and sale of Endosulfan .

In the year under review, by its Order dated 10th January, 2017, the Hon''ble Supreme Court has disposed off the petition by directing the State Governments to release the undisbursed amount of compensation to the affected persons . The said Order also states that it shall be open to the State Governments to recover the aforesaid compensation either from the concerned industry or from the Government of India, in case it is open to the State Governments to make such recovery, in consonance with law .

The Company carries no stocks of Endosulfan . In the opinion of the Company, the Order of the Hon''ble Supreme Court is not likely to have any impact on the Company or its financials .

Case under Competition Act, 2002:

By an Order passed in 2012, the Competition Commission of India had imposed on the Company a penalty of Rs.63. 90 crores alleging violation of Section 3 of the Competition Act, 2002, in relation to supply of a product to one buyer.

On appeal, the Competition Appellate Tribunal reduced the amount of penalty to Rs.2 . 92 crores . The Company and the Competition Commission of India filed appeals before the Hon''ble Supreme Court against the Order of the Competition Appellate Tribunal .

The Hon''ble Supreme Court by its Order dated 8th May, 2017 has disposed off the matter and has upheld the Order of the Competition Appellate Tribunal . The penalty of Rs.2 . 92 crores, confirmed by the Hon''ble Supreme Court, has already been provided for by the Company in FY 2013-14 .

8 . CREDIT RATING

In March, 2017, CRISIL Limited, the rating agency, upgraded the Long Term Rating in relation to the Company''s bank facilities aggregating Rs.200 crores from ‘CRISIL A /Positive'' to ‘CRISIL AA-/Stable''. The Short Term Rating in relation to the bank facilities remains unchanged at ‘CRISIL A1 ''.

9 . SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulfillment of its aims of protecting and enriching the environment and human health and safety. The Company continues to hold and maintain ISO-9000, ISO-14000 and ISO-18001 certifications which offer benefits in terms of consistent product quality and healthy working environment at manufacturing sites . The Company also continues to sustain its SA 8000 - Certification for Social Accountability for all its sites . Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at regular intervals . All the manufacturing and warehousing sites of the Company are covered by safety audit .

10 . EDUCATION, LEARNING AND HUMAN RESOURCES

Your Company continues to invest in the development and growth of the employees through training and development programmes . Your Company endeavours to ensure that it has requisite competency to meet the new challenges in the changing business environment . The relations between the employees and the management continue to be cordial Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels .

Your Company continues to educate farmers on various aspects of farming including latest technology and new products .

11. INSURANCE

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

12 . SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

During the year under review, the Company sold its all investments in ECCL Investments and Finance Limited, a wholly-owned subsidiary, and Aimco Pesticides Limited, Kutch Crop Services Limited and Excel Genetics Limited, associate companies and accordingly, these companies ceased to be subsidiary and associates respectively. M/s Multichem Industries, a joint venture partnership firm in which the Company was a partner, has been dissolved .

Highlights of the financial performance of Excel Crop Care (Africa) Limited, Tanzania and Excel Crop Care (Europe) NV, Belgium, subsidiary companies, during FY 2016-17 are as follows:

Excel Crop Care (Africa) Limited, Tanzania

(Tanzania Schillings in millions)

	2016-17	2015-16
Sales Turnover	13,865	13,517
Profit before Tax	108	680
Profit after Tax	119	439
Excel Crop Care (Europe) NV, Belgium	(Euros in thousands)
	2016-17	2015-16
Sales Turnover	3,031	1,710
Loss	33	133

Excel Crop Care (Australia) Pty Limited, Australia and Excel Brasil Agronegocious Ltda, Brazil, subsidiaries, did not have commercial activities during FY 2016-17 .

Excel Brazil Agronegocious Ltda, the Company''s subsidiary in Brazil, was incorporated in 2011 but has not carried any commercial operation . The subsidiary has also not been funded for share capital. In view of the changed business plans, the Board has decided to wind up the subsidiary. An application for winding up has been made and the winding up process is under way.

The Financial Statements and the Reports of the Board of Directors and the Auditors of the Company''s subsidiaries shall be made available to the members on requisition . These are also available for inspection at the Registered Office and Corporate Office of the Company and are also being posted on the Company''s website: www . excelcropcare . com

13 . DISCLOSURE UNDER THE COMPANIES ACT, 2013

Information is given below pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and rules there under, to the extent applicable to the Company Some of the disclosures have been included in appropriate places in the Corporate Governance Report which is part of the Board''s Report .

a) Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure I.

b) Extract of Annual Return:

The details forming part of the extract of the annual return in Form MGT-9 are given in Annexure II .

c) Policy on Directors'' appointment, Remuneration Policy and information regarding remuneration:

Particulars of the Company''s Policy on Directors'' appointment, Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 are given in Annexure III .

d) Particulars of Loans, Guarantees and Investments:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements .

e) Related Party Transactions:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis . During the year, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions

The Policy on related party transactions as approved by the Board may be accessed on the Company''s website www. excelcropcare. com

All related party transactions are placed before the Audit Committee for their approval . Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a repetitive nature . The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee .

Particulars of contracts entered during the financial year 2016-17 as per Form AOC-2 are given in Annexure IV .

f) Business Risk Management:

Over the years, the Company has evolved and implemented its Enterprise Risk Management Policy.

As a part of its risk management process, the Company has identified and compiled a list of risks which need to be addressed, managed and mitigated . The mitigation measures for such risks are also identified and implemented . The major risk areas relate to forex fluctuation, credit risks relating to exports, regulatory risks, business competition risks and insurance adequacy risks .

g) Evaluation of the performance of the Board, Committees of Directors and Individual Directors:

The Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board As a part of this mechanism, a structured questionnaire, which has been approved by the Company''s Nomination and Remuneration Committee, is used to carry out evaluation of performance of the Board, Committees of Directors and individual Directors . The questionnaires take into consideration various criteria and factors .

h) Material orders passed by the regulatory authorities or courts/material changes or commitments:

There are no material orders 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, 2017 which may affect the financial position of the Company.

i) Internal Financial Controls and their adequacy:

The Company has adequate system 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 accounts and for financial reporting .

j) Performance of Subsidiaries:

Details of performance and financial position of each of the Subsidiaries are given in Form AOC-1 in Annexure V . As on 31st March, 2017, the Company has no associate company .

k) Corporate Social Responsibility (CSR) initiatives:

The Company has formulated its Corporate Social Responsibility Policy which has been posted on its website www. excelcropcare. com A brief outline of the Policy and the Annual Report on CSR Activities is given in Annexure VI . l) Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII .

m) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, Mr. Prashant Diwan, Practicing Company Secretary (FCS:1403; CP NO. 1979), Mumbai, was appointed Secretarial Auditor to conduct secretarial audit for the year ended 31st March, 2017 . The Secretarial Auditor has submitted his Report which is attached as Annexure VIII .

14 . DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S . Nallakuttalam resigned as Director with effect from 28th June, 2016 . Mr. Deepak Bhimani and Mr. Mohit Bhuteria, Independent Directors, resigned from the Board with effect from 27th September, 2016 .

Following the change in the controlling stake and promoters of the Company on 7th October, 2016, changes took place in the Company''s Board and Committees of Directors .

The following Directors resigned from the Company''s Board with effect from 7th October, 2016:

- Mr. Ashwin C. Shroff, Non-Executive Chairman

- Mr. Hrishit A. Shroff, Executive Director and a Key Managerial Personnel

- Mr. J.R. Naik, Non-Executive Director

- Mr. Sandeep Junnarkar, Independent Director

- Mr. Sharad L. Patel, Independent Director

- Mr. Vinayak B. Buch, Independent Director

- Dr. Meena A. Galliara, Independent Director

Dr. Mukul G . Asher, Independent Director, was appointed Chairman of the Board with effect from 7th October, 2016 .

Mr . Dipesh K. Shroff resigned as Managing Director and a Key Managerial Personnel with effect from 7th October, 2016 . He was appointed as Additional Non-Executive Director with effect from 7th October, 2016 .

On 7th October, 2016, the Board appointed Mr . Tadashi Katayama and Mr. Seiji Ota as Additional Non-Executive Directors and Mrs . Preeti Mehta as Independent Director.

Mr. Dipesh K. Shroff, Mr. Tadashi Katayama, Mr. Seiji Ota and Mrs . Preeti Mehta, Additional Directors, hold office as Directors up to the date of the ensuing Annual General Meeting of the Company The Company has received notices in writing from a member under Section 160 of the Companies Act, 2013, signifying intention to propose the candidature of Mr . Dipesh K . Shroff, Mr. Tadashi Katayama, Mr. Seiji Ota and Mrs . Preeti Mehta for the office of Directors of the Company. The Board is of the opinion that it would be in the interest of the Company to continue to avail of the expertise and experience of Mr. Dipesh K. Shroff, Mr. Tadashi Katayama, Mr. Seiji Ota and Mrs . Preeti Mehta and accordingly, the Board commends their appointment.

The Board has appointed Mr. Chetan Shah as Managing Director for a period of 3 years with effect from 7th October, 2016 and Mr. Ninad D . Gupte as Joint Managing Director for a period of 2 years with effect from 26th October, 2016, subject to the approval of the members of the Company in general meeting by ordinary resolutions . The Board commends their appointment . Mr. Chetan Shah and Mr. Ninad D . Gupte are Key Managerial Personnel under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

15 . DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, 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) 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 that period;

(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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

16 . CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same are annexed and form part of the Annual Report

17 . AUDITORS Statutory Auditors:

At the 50th Annual General Meeting of the Company, Messrs SRBC & CO LLP Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 50th Annual General Meeting until the conclusion of the 53rd Annual General Meeting of the Company.

Pursuant to the provisions of the Companies Act, 2013, for rotation of Auditors, the Company is required to appoint Auditors, other than Messrs SRBC & CO LLP the retiring Auditors .

Based on the recommendation of the Audit Committee, Messrs BSR & Associates LLP are proposed to be appointed as Auditors of the Company for a term from the conclusion of the 53rd Annual General Meeting until the conclusion of the 58th Annual General Meeting of the Company subject to ratification of such appointment at every subsequent Annual General Meeting of the Company .

Messrs BSR & Associates LLP have given consent for their proposed appointment as Auditors . They have also given a Certificate stating that their proposed appointment shall be in accordance with the provisions of Sections 139(1) and 141 of the Companies Act, 2013 .

The Board places on record its appreciation of the services rendered by Messrs SRBC & CO LLP as Auditors of the Company. Cost Auditor:

The Board of Directors has re-appointed Mr. Kishore Ajitshi Bhatia as the Cost Auditor for the financial year 2017-18 to carry out audit of the Company''s cost records as prescribed under Section 148 of the Companies Act, 2013 . The Cost Audit Report for the financial year 2015-16, which was required to be filed with the Ministry of Corporate Affairs on or before 27th August, 2016, was filed on 25th August, 2016 vide SRN: G09947250 .

18 . ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company''s Shareholders, Bankers, various authorities of the Governments and business associates .

For and on behalf of the Board of Directors

DR . MUKUL G . ASHER

Chairman

DIN: 00047673

Mumbai, 25th May, 2017.

---

Mar 31, 2016

The Directors have pleasure in presenting the Fifty-Second Annual Report and the Audited Financial Statements of the Company for
the year ended 31st March, 2016 .

1. FINANCIAL RESULTS

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

(Rs. in Lacs)

2015-16 2014-15

Gross Profit for the year was 89,38.59 97,47.51

Less: Depreciation 14,65.42 14,47.33

Net profit 74,73.17 83,00.18

Add: Exceptional Items 6,91.36 7,65.41

Leaving a net profit subject to taxation of 81,64.53 90,65.59

Less: Taxation (Current and Deferred Tax) 22,06.13 26,17.19

59,58.40 64,48.40

Add: Balance brought forward from the
previous year* 27,80.84 24,82.88

Leaving a balance available for disposal of 87,39.24 89,31.28

Appropriations:

Proposed Dividend 13,75.70 13,75.70

Tax on Dividend 2,80.06 2,80.06

Transfer to General Reserve 10,00.00 45,00.00

26,55.76 61,55.76

Carried forward to next year 60,83.48 27,75 52

* After adjustment for write back of tax on dividend in 2015-16 and adjustment for depreciation on assets in 2014-15 .

2 DIVIDEND

Your Directors have recommended a dividend of 250% amounting to Rs.12 . 50 per equity share of Rs.5 . 00 each - same dividend as
given in the previous year.

3. OPERATIONS

During the year under review, the net sales decreased from Rs.979 . 86 crores in the previous year to Rs.862.77 crores . Domestic
sales turnover decreased to Rs.628.23 crores from Rs.685.11 crores in the previous year. Export turnover decreased from Rs.294.75
crores in the previous year to Rs.234.54 crores in the year under review . The Company''s profit before tax in 2015-16 is Rs.81.65
crores as against Rs.90.66 crores in the previous year.

Deficient monsoon and frequent instances of unseasonal rains and hailstorms and other adverse climatic conditions adversely
impacted agriculture and agrochemicals industry Continued prevalence of drought conditions in Brazil, poor rainfall in some
African countries and volatile political and foreign exchange conditions faced by some important African countries negatively
impacted the Company''s export sales performance during the year under review .

4 . NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review, your Company continued to pursue initiatives to optimise utilization of its manufacturing facilities by
undertaking in-house manufacturing of new products . Your Company set up manufacturing facility for production of Fluroxypyr
Technical and two new formulations . It also expanded manufacturing capacities for its two major products during the year under
review

Your Company continues its efforts in the area of product and process improvement for enhancing yields, reducing manufacturing
costs, reducing effluent load and effluent treatment cost, and also for staying innovative and competitive in the market . Your
Company also continues to focus on energy conservation and energy cost reduction .

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar,
Gajod and Silvassa . The quality of the products is maintained and upgraded to the applicable national and international
standards through rigorous pursuit of Six Sigma initiative The Company continues to enjoy the reputation of a consistent and
reliable quality supplier.

5. OUTLOOK

Climate change and fluctuations in weather pattern have become a global challenge . India recently experienced two consecutive
kharif seasons of deficient rainfall. As the South-West monsoon accounts for nearly 70 per cent of the country''s total rainfall,
it plays a crucial role not only for kharif production but also impacts rabi production through its impact on ground water
recharge and water levels in reservoirs which are critical for rabi crops irrigation . Government is seized of these challenges
and there are concerted efforts to improve water management. In order to optimize use of water, the Government has brought
various irrigation programmes under the Prime Minister''s Krishi Sinchai Yojana and is adopting an integrated approach towards
conservation and management of water

The current global agricultural scenario presents mixed blessings for India. Though global prices for rice, wheat, coarse grains,
vegetable oils and sugar are forecast by the World Bank and OECD/FAO to remain strong in 2016, Indian exports of agri commodities
could be stunted as domestic prices are likely to rule above the world prices A significant amount of the Company''s turnover
comes from exports and domestic branded sales . For the last few years Company is doing well in both these segments .

In 2016, EI Nino is expected to weaken and monsoon is expected to be normal and therefore the near term prospects for the
industry are expected to be positive .

6 . SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulfillment of its aims of protecting and
enriching the environment and human health and safety. The Company continues to hold and maintain ISO-9000, ISO-14000 and
ISO-18001 certifications which offer benefits in terms of consistent product quality and healthy working environment at
manufacturing sites . The Company also continues to sustain its SA 8000 - Certification for Social Accountability for all its
sites . Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at
regular intervals . All the manufacturing and warehousing sites of the Company are covered by safety audit .

7 . EDUCATION, LEARNING AND HUMAN RESOURCES

Your Company continues to invest in the development and growth of the employees through training and development programmes .
Your Company endeavours to ensure that it has requisite competency to meet the new challenges in the changing business
environment . The relations between the employees and the management continue to be cordial Your Directors wish to place on
record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels
.

Your Company continues to educate farmers on various aspects of farming including latest technology and new products .

8. INSURANCE

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

9 . SUBSIDIARIES

The Financial Statements and the Reports of the Board of Directors and the Auditors of the Company''s subsidiaries shall be made
available to the Members on requisition . These are also available for inspection at the Registered Office and Corporate Office
of the Company and are also being posted on the Company''s website www. excelcropcare . com

Excel Genetics Limited, a subsidiary, in which the Company held 75% of the equity share capital, ceased to be subsidiary with
effect from 31st July, 2015 upon it making a preferential offer to an existing shareholder. The Consolidated Financial Statements
incorporate financials of Excel Genetics Limited up to 31st July, 2015 .

In April, 2016, the Company has disposed its entire shareholding in ECCL Investments and Finance Limited, a wholly owned
subsidiary and accordingly ECCL Investments and Finance Limited has ceased to be the Company''s subsidiary.

10 . DISCLOSURE UNDER THE COMPANIES ACT, 2013

Information is given below pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and rules
thereunder, to the extent applicable to the Company Some of the disclosures have been included in appropriate places in the
Corporate Governance Report which is part of the Board''s Report .

a) Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure I

b) Extract of Annual Return:

The details forming part of the extract of the annual return in form MGT-9 are given in Annexure II .

c) Remuneration Policy and information regarding remuneration:

Particulars of the Company''s Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment &
Remuneration) Rules, 2014 are given in Annexure III .

d) Particulars of Loans, Guarantees and Investments:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statements .

e) Related Party Transactions:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s
length basis . During the year, the Company has not entered into any contract/arrangement/transaction with related parties which
could be considered material in accordance with the policy of the Company on materiality of related party transactions

The Policy on related party transactions as approved by the Board may be accessed on the Company''s website www. excelcropcare.
com

All related party transactions are placed before the Audit Committee for their approval Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of a repetitive nature . The transactions entered into pursuant to the
omnibus and specific approvals are reviewed periodically by the Audit Committee .

Particulars of contracts entered during the financial year 2015-16 as per Form AOC-2 are given in Annexure IV .

f) Business Risk Management:

Over the years, the Company has evolved and implemented its Enterprise Risk Management Policy.

As a part of its risk management process, the Company has identified and compiled a list of risks which need to be addressed,
managed and mitigated . The mitigation measures for such risks to be undertaken are also identified and implemented . The major
risk areas relate to forex fluctuation, credit risks relating to exports, regulatory risks, business competition risks and
insurance adequacy risks .

g) Evaluation of the Performance of the Board, Committees of Directors and Individual Directors:

The Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual
Directors, including the Chairman of the Board . As a part of this mechanism, a structured questionnaires, which has been
approved by the Company''s Nomination and Remuneration Committee, is used to carry out evaluation of performance of the Board,
Committees of Directors and individual Directors . The questionnaires take into consideration various criteria and factors .

h) Material orders passed by the regulatory authorities or courts/material changes or commitments:

There are no significant material orders 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, 2016 which may affect the
financial position of the Company

i) Internal Financial Controls and their adequacy:

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

j) Performance of Subsidiaries and Associate Companies:

Details of performance and financial position of each of the Subsidiaries and Associate Companies in the prescribed Form AOC-1
are given in Annexure V .

k) Corporate Social Responsibility (CSR) initiatives:

The Company has formulated its Corporate Social Responsibility Policy which has been posted on its website www. excelcropcare.
com A brief outline of the Policy and the Annual Report on CSR Activities is given in Annexure VI .

l) Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII .

m) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Prashant Diwan, Practicing
Company Secretary (FCS:1403; CP NO. 1979), Mumbai, was appointed Secretarial Auditor to conduct a secretarial audit for the year
ended 31st March, 2016 . The Practicing Company Secretary has submitted his Report on the secretarial audit conducted by him
which is attached as Annexure VIII

11. DIRECTORS

At the previous Annual General Meeting of the Company held on 23rd September, 2015, Mr . Hrishit A . Shroff was appointed as
Executive Director of the Company for a term of 5 (five) years with effect from 1st August, 2015 . Mr . Hrishit A . Shroff is
liable to retire by rotation .

Mr . Brian Benson resigned as Director on 1st June, 2015 . The Board records its appreciation of the significant contribution of
Mr Benson to the Board deliberations

The term of Mr . Ninad D . Gupte, the Company''s Joint Managing Director, expired on 31st July, 2015 . The Board records its deep
appreciation of the leadership and direction provided by Mr. Gupte to the Company during his three-year term as Joint Managing
Director and his immense contribution to the growth of the Company''s business .

Mr . J . R . Naik, Director, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for
re-appointment . The Board commends his re-appointment

12 . DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, 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 judgements 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 that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

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

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

13 . CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate
Governance contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and, pursuant thereto,
Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certificate regarding compliance of the same
are annexed as a part of the Annual Report

14 AUDITORS

Statutory Auditors:

At the 50th Annual General Meeting of the Company, Messrs SRBC & CO LLP Chartered Accountants, were appointed as Statutory
Auditors of the Company for a period of 3 years to hold office from the conclusion of 50th Annual General Meeting until the
conclusion of the 53rd Annual General Meeting of the Company subject to ratification of such appointment at every subsequent
Annual General Meeting of the Company.

Messrs SRBC & CO LLP have given a Certificate stating that their proposed appointment shall be in accordance with the provisions
of Sections 139(1) and 141 of the Companies Act, 2013 . Therefore, ratification of their appointment for the period from
conclusion of 52nd Annual General Meeting until the conclusion of 53rd Annual General Meeting is proposed to be sought from the
members of the Company at the ensuing Annual General Meeting .

Cost Auditor:

The Board of Directors has re-appointed Mr . Kishore Ajitshi Bhatia as the Cost Auditor for the financial year 2016-17 to carry
out audit of the Company''s cost records as prescribed under Section 148 of the Companies Act, 2013 . The Cost Audit Report for
the financial year 2014-15, which was required to be filed with the Ministry of Corporate Affairs on or before 30th September,
2015, was filed on 28th September, 2015 vide SRN: S39600804.

15 . ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company''s
Shareholders, Bankers, various authorities of the Governments and business associates.

For and on behalf of the Board of Directors

ASHWIN C SHROFF

Chairman

Mumbai, 16th May, 2016. DIN: 00019952

---

Mar 31, 2015

TO THE MEMBERS,

The Directors have pleasure in presenting the Fifty-First Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2015

1 FINANCIAL RESULTS

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

(Rs. in Lacs)

2014-15 2013-14

Gross Proft for the year was 97,56.92 101,95 92

Less: Depreciation 14,47.33 11,89 79

Net proft 83,09.59 90,06 13

Add: Exceptional Items 7,65.41 6,47 48

Leaving a net proft subject to taxation of 90,75.00 96,53 61

Less: Taxation (Current and Deferred Tax) 26,26.60 29,28 50

64,48.40 67,25 11

Add: Balance brought forward from the previous year 24,82.88* 19,68 44

Leaving a balance available for disposal of 89,31.28 86,93 55

Appropriations:

Proposed Dividend 13,75.70 13,75 70

Tax on Dividend 2,80.06 2,33 80

Transfer to General Reserve 45,00.00 45,00 00

61,55.76 61,09 50

Carried forward to next year 27,75.52 25,84 05

* after adjusting Rs. 1,01 17 lacs, being written down value of assets (net of deferred tax benefts of Rs. 53 55 lacs) fully depreciated and adjusted against the opening balance pursuant to Schedule II to the Companies Act, 2013

Exceptional items comprise of write back of provision of Rs. 690 83 lacs in respect of Endosulfan related inventories; write back of provision of Rs. 599 58 lacs relating to diminution in the value of investment in an Associate Company and provisions aggregating Rs. 525 00 lacs for diminution in the value of investment in Excel Genetics Limited, a subsidiary and its losses

2 DIVIDEND

Your Directors have recommended a dividend of 250% amounting to Rs. 12 50 per equity share of Rs. 5 00 each – same dividend as given in the previous year

3 OPERATIONS

During the year under review, the net sales increased from Rs. 937 16 crores in the previous year to Rs. 979 86 crores Domestic sales turnover increased to Rs. 685 11 crores from Rs. 640 20 crores in the previous year Export turnover marginally decreased from Rs. 296 96 crores in the previous year to Rs. 294 75 crores in the year under review The Company''s proft before tax in 2014-15 is Rs. 90 75 crores as against Rs. 96 54 crores in the previous year

Defcient monsoon, unseasonal rains, hailstorms and other adverse climatic conditions, which occurred in the second half of the year in several parts of the country, negatively impacted agriculture and agrochemicals industry Severe drought condition in Brazil, which is a signifcant export market of the Company, hindered growth of export sales in the year under review Brazil is a major agrochemicals consuming country and lower consumption there coupled with over-capacities in China disturbed equilibrium in the global market

4 NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review, your Company has taken several initiatives to optimise utilization of its manufacturing facilities by undertaking in-house manufacturing of new products Your Company set up manufacturing facility for production of Sulfex and expanded manufacturing capacities for its two major products during the year under review

The Company has introduced a new seaweed formulation named "Aeros" It has initiated the process for securing statutory approvals and permissions for capacity expansion in Gajod

Your Company continues its efforts in the area of product and process improvement for enhancing yields, reducing manufacturing costs, reducing effuent load and effuent treatment cost, and also for staying innovative and competitive in the market Your Company also continues to focus on energy conservation and energy cost reduction

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa The quality of the products is maintained and upgraded to the applicable national and international standards through rigorous pursuit of Six Sigma initiative The Company continues to enjoy the reputation of a consistent and reliable quality supplier

5 OUTLOOK

The agriculture sector in India continues to receive focussed attention from governments, government bodies, banks, fnancial institutions and other agencies and authorities The private sector has been steadily investing in farming and agro based businesses Several meteorology experts and agencies forecast El Nino phenomenon and defcient monsoon for the country in 2015 Fortunately, monsoon has performed better until now in several parts of the country in comparison to the weak monsoon predictions The rainfall pattern, however, has been erratic and raises cause for concern A signifcant portion of the Company''s turnover comes from exports However, drought condition in Brazil is likely to impact exports to that country as well as overall global demand-supply situation The Company continues its efforts to focus on growth of branded products and strives to increase exports through geographical expansion

Salient features of the Company''s fnancial performance in quarter ended 30th June, 2015 are as follows:

(Rs. in lacs)

Quarter ended Quarter ended 30th June, 2015 30th June, 2014

Net Sales 286,25.80 324,96 97

Proft before Exceptional Items and Tax 44,84.13 44,19 59

Proft after Exceptional Items and Tax 31,55.64 33,17 48

6 ENDOSULFAN MATTER

The writ petition seeking ban on Endosulfan is pending before the Hon''ble Supreme Court for hearing and fnal disposal The Company had brought forward provision of Rs. 690 83 lacs for inventory items related to Endosulfan At the end of the fnancial year under review, the amount of such inventory carried by the Company is not material and hence the entire provision has been written back as, in the opinion of the Company''s Management, the same is no longer required

7 SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulflment of its aims of protecting and enriching the environment and human health and safety The Company continues to hold and maintain ISO-9000, ISO-14000 and ISO-18001 Certifcations which offer benefts in terms of consistent product quality and healthy working environment at manufacturing sites The Company also continues to sustain its SA 8000 – Certifcation for Social Accountability for all its sites Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at regular intervals All the manufacturing and warehousing sites of the Company are covered by safety audit

8 EDUCATION, LEARNING AND HUMAN RESOURCES

Your Company continues to invest in the development and growth of the employees through training and development programmes Your Company endeavours to ensure that it has requisite competency to meet the new challenges in the changing business environment

The relations between the employees and the management continue to be cordial Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels

Your Company continues to educate farmers with the latest technology and new products

9 INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fre, food, earthquake, etc and continues to maintain Consequential Loss (Fire) Policy and the Liability Policy as per the provisions of the Public Liability Insurance Act

10 SUBSIDIARIES

The Financial Statements and the Reports of the Board of Directors and the Auditors of the Company''s subsidiaries shall be made available to the Members on requisition These are also available for inspection at the Registered Offce and Corporate Offce of the Company and are also being posted on the Company''s website www excelcropcare com

11 DISCLOSURE UNDER THE COMPANIES ACT, 2013

Information is given below pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and Rules thereunder, to the extent applicable to the Company Some of the disclosures have been included in appropriate places in the Corporate Governance Report which is part of the Board''s Report

a) Energy Conservation, Technology Absorption and Foreign Exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure I

b) Extract of Annual Return:

The details forming part of the extract of the annual return in form MGT-9 are given in Annexure II

c) Remuneration Policy and information regarding remuneration:

Particulars of the Company''s Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 are given in Annexure III

d) Particulars of Loans, Guarantees and Investments:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements

e) Related Party Transactions:

All contracts/arrangements/transactions entered by the Company during the fnancial year with related parties were on an arm''s length basis During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions

The Policy on related party transactions as approved by the Board may be accessed on the Company''s website www excelcropcare com

All related party transactions are placed before the Audit Committee for their prior approval Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a repetitive nature The transactions entered into pursuant to the omnibus and specifc approval are reviewed periodically by the Audit Committee

Particulars of contracts entered into with related parties during the fnancial year 2014-15 as per Form AOC-2 are given in

Annexure IV

f) Business Risk Management:

Over the years, the Company has evolved and implemented its Enterprise Risk Management Policy

As a part of its risk management process, the Company has identifed and compiled a list of risks which need to be addressed, managed and mitigated The mitigation measures for such risks to be undertaken are also identifed and implemented The major risk areas relate to forex fuctuation, credit risks relating to exports, regulatory risks, business competition risks and insurance adequacy risks

Risk Management Committee

The Company has constituted Risk Management Committee of the Directors/Senior Executives to oversee the process of enterprise risk management The Committee comprises:

Mr B V Bhargava, Independent Director Chairman

Mr Ninad D Gupte, Joint Managing Director Member

Mr J R Naik, Director Member

Mr K Srinivasan, Chief Financial Offcer Member

g) Evaluation of the Performance of the Board, Committees of Directors and Individual Directors:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board Structured questionnaires were prepared after taking into consideration various applicable criteria and factors The questionnaires were approved by the Company''s Nomination and Remuneration Committee The evaluation of performance of the Board, Committees of Directors and individual Directors was carried out in accordance with the said evaluation mechanism

h) Material orders passed by the regulatory authorities or courts/material changes or commitments:

There are no signifcant material orders 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 fnancial position of the Company

i) Internal Financial Controls and their adequacy:

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorised use or disposition of its assets All the transactions are properly authorised, recorded and reported to the Management The Company is following all the applicable Accounting Standards for proper maintenance of books of accounts and for fnancial reporting

j) Performance of Subsidiaries and Associate Companies:

Details of performance and fnancial position of each of the Subsidiaries and Associate Companies in the prescribed Form AOC-1 are given in Annexure V

k) Corporate Social Responsibility (CSR) initiatives:

The Company has formulated its Corporate Social Responsibility Policy which has been posted on its website www excelcropcare com

A brief outline of the Policy and the Annual Report on CSR activities is given in Annexure VI

The shortfall of Rs. 1 69 lacs in spending on CSR activities in 2014-15 shall be made up by spending the same during 2015-16

l) Vigil Mechanism/Whistle Blower Policy:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the Company has adopted a Vigil Mechanism/ Whistle Blower Policy which is posted on the Company''s website www excelcropcare com

m) Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII

n) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr Prashant Diwan, Practising Company Secretary (FCS: 1403; CP NO 1979), Mumbai, has been appointed Secretarial Auditor to conduct a secretarial audit for the year ended 31st March, 2015 The Practising Company Secretary has submitted his Report on the secretarial audit conducted by him which is attached as Annexure VIII

12 DIRECTORS

The Board of Directors appointed Mr Mohit Bhuteria as Additional Independent Director on 29th October, 2014 The Board appointed Dr Meena A Galliara as Additional Independent Director on 25th March, 2015 The Company has received written notices from a member signifying intention to propose candidature of Mr Mohit Bhuteria and Dr Meena A Galliara Accordingly, it is proposed, that Mr Mohit Bhuteria and Dr Meena A Galliara be appointed Independent Directors for a period of 5 (fve) years from the date of their respective appointment as Additional Director The profles of Mr Bhuteria and Dr Galliara are part of the Corporate Governance Report The Board commends their appointment

At its meeting held on 29th July, 2015, the Board of Director appointed Mr Hrishit A Shroff as Executive Director with effect from 1st August, 2015 subject to the approval of the members of the Company in general meeting by an Ordinary Resolution The Board commends his appointment

Mr Brian Benson was appointed as an Additional Director of the Company with effect from 29th October, 2014 He resigned as Director on 1st June, 2015 The Board records its appreciation of the signifcant contribution of Mr Benson to the Board deliberations

Mr David Pullan, Director of the Company, resigned from the Board of Directors with effect from 29th October, 2014 The Board records its deep appreciation of the signifcant contribution of Mr Pullan to the Board deliberations

The term of Mr Ninad D Gupte, the Company''s Joint Managing Director, expires on 31st July, 2015 Mr Gupte does not wish to be re-appointed on expiry of his term The Board records its deep appreciation of the leadership and direction provided by Mr Gupte to the Company during his three-year term as Joint Managing Director and his immense contribution to the growth of the Company''s business

At the previous Annual General Meeting of the Company held on 10th September, 2014, Dr Mukul G Asher, Mr Sandeep Junnarkar, Mr B V Bhargava, Mr Sharad L Patel, Mr V B Buch and Mr Deepak Bhimani were appointed as Independent Directors for a term of 5 (fve) years At the said meeting, Mr S Nallakuttalam, a representative of Life Insurance Corporation of India, was appointed a director of the Company who shall be liable to retire by rotation

Mr Ashwin C Shroff, Director, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment The Board commends his re-appointment

13 DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confrm 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 judgements 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 fnancial year and of the proft of the Company for that period;

(c) they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

14 CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance contained in Clause 49 of the Listing Agreements with the Stock Exchanges and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certifcate regarding compliance of the same are annexed as a part of the Annual Report

15 AUDITORS

Statutory Auditors:

At the 50th Annual General Meeting of the Company, Messrs SRBC & CO LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 3 years to hold offce from the conclusion of 50th Annual General Meeting until the conclusion of the 53rd Annual General Meeting of the Company subject to ratifcation of such appointment at every subsequent Annual General Meeting of the Company

Messrs SRBC & CO LLP have given a Certifcate stating that their proposed appointment shall be in accordance with the provisions of Sections 139(1) and 141 of the Companies Act, 2013 Therefore, ratifcation of their appointment for the period from conclusion of 51st Annual General Meeting until the conclusion of 52nd Annual General Meeting is proposed to be sought from the members of the Company at the ensuing Annual General Meeting

Cost Auditor:

The Board of Directors has re-appointed Mr Kishore Ajitshi Bhatia as the Cost Auditor for the fnancial year 2015-16 to carry out audit of the Company''s cost records as prescribed under Section 148 of the Companies Act, 2013 The Cost Audit Report for the fnancial year 2013-14, which was required to be fled with the Ministry of Corporate Affairs on or before 27th September, 2014, was fled on 23rd September, 2014 vide SRN: S31324627

16 ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company''s Shareholders, Bankers, various authorities of the Governments and business associates

For and on behalf of the Board of Directors



ASHWIN C SHROFF

Chairman

Mumbai, 29th July, 2015. DIN: 00019952

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Mar 31, 2014

TO THE MEMBERS,

The Directors have pleasure in presenting the Fiftieth 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:

(Rsin Lacs) 2013-14 2012-13

Gross profit for the year was 101,95.92 42,15 42

Less: Depreciation 11,89.79 11,91 58

Net profit 90,06.13 30,23 84

Add: Exceptional Items 6,47.48 —

Leaving a net profit subject to taxation of 96,53.61 30,23 84

Less: Taxation (Current and Deferred Tax) 29,28.50 8,81 45

67,25.11 21,42 39

Add: Balance brought forward from the previous year 19,68.44 19,12 33

Leaving a balance available for disposal of 86,93.55 40,54 72

Appropriations:

Proposed Dividend 13,75.70 3,30 17

Tax on Dividend 2,33.80 56 11

Transfer to General Reserve 45,00.00 17,00 00

61,09.50 20,86 28

Carried forward to next year 25,84.0 5 19,68 44

Exceptional Items comprise of write back of provision of Rs9,3917 lacs in respect of Endosulfan related inventories and provision of Rs2,9169 lacs for penalty imposed on the Company as discussed in paragraph 6 of this Report

2 DIVIDEND

Your Directors have recommended a dividend of 250% amounting to Rs. 12 50 per equity share of Rs. 5 00 each as compared to a dividend of 60% (Rs. 3 00 per equity share) in the previous year

3 OPERATIONS

During the year under review, the net sales increased by over 25% from Rs. 746 38 crores in the previous year to Rs. 937 16 crores Domestic sales turnover rose by about 45% to Rs. 640 20 crores from Rs. 442 93 crores in the previous year Export turnover marginally decreased from Rs. 303 45 crores in the previous year to Rs. 296 96 crores in the year under review The Company''s profit before tax in 2013-14 increased to Rs. 96 54 crores as against Rs. 30 24 crores in the previous year

Well-spread and timely monsoon across the country helped in increasing domestic sales and improving margins The Company could pass on input cost increases to the market In 2012-13, the Company had significant amount of export of one traded product which was ''spot opportunity based'' and non-recurring in nature This explains the marginal reduction in export sales in the year under review In 2013-14, own manufactured products account for larger share in export turnover in comparison to traded products

During the year under review, the Board approved a Scheme of Arrangement for demerger of Chemical Business of TML Industries Limited and its transfer to the Company It was subsequently decided not to pursue the proposal owing to an assessment of it securing requisite shareholder approval

4 NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review, your Company introduced a broad spectrum fungicide under the brand name ''Caviet'' This is the frst and the only such Indian product available in the domestic market This product is a highly potent fungicide with paddy, groundnut and chilli as the target crops The product is well received by the farmers

The Company re-launched some of its existing products which had gone out of focus Last year, the Company had introduced ''Celstar'' – a plant growth regulator, used mainly in mango cultivation This product has grown remarkably well in the year under review

The Company has taken several initiatives to optimise utilisation of manufacturing facilities of Endosulfan plants A large part of this facility has been converted into multi-product facilities leading to vastly improved capacity utilisation The Company introduced new insecticide and fungicide formulations and a microbial bio-pesticide which is now produced in-house The Company has also improved its facilities for recycling of waste water in its Bhavnagar manufacturing site

The Company continues its efforts in the areas of product and process improvement for enhancing yields, reducing manufacturing costs, reducing effuents and effuent treatment costs and also for staying innovative and competitive in the market The Company also continues to focus on energy conservation and energy cost reduction

5 OUTLOOK

The agriculture sector in India continues to receive focussed attention from governments, government bodies, banks, financial institutions and other agencies and authorities The private sector has been steadily investing in farming and agro based businesses Farm produces fetch decent price to farmers All these factors have contributed to decent growth of agriculture in 2013-14 in spite of tardy growth registered by service and industrial segments of the domestic economy Fears of adverse impact of El Nino and sub-normal monsoon being forecast for India coupled with recent hail storm and other adverse climatic conditions point to uncertain agricultural outlook The Company, however, has over 30% of its turnover coming from exports to different geographies and this should significantly mitigate risk of possible weak domestic monsoon The Company continues its efforts to focus on growth of branded products and continues to strive to increase exports and develop and introduce new products at regular intervals

6 ENDOSULFAN CASE AND APPEAL UNDER THE COMPETITION ACT, 2002

The writ petition seeking ban on Endosulfan is pending before the Hon''ble Supreme Court for hearing and final disposal Production and domestic sale of Endosulfan continues to remain suspended owing to the ad-interim Order of May, 2011 of the Hon''ble Supreme Court The inventory of Endosulfan related materials has significantly reduced and accordingly, out of the provision of Rs. 16 30 crores made in the earlier years, the Company has written back a sum of Rs. 9 39 crores during the year The balance amount of the provision of Rs. 6 91 crores, which in the opinion of the Board is suffcient and reasonable, is being carried forward

By its Order dated 23rd April, 2012, the Competition Commission of India (CCI) had held that there was violation by the Company of Section 3 of the Competition Act, 2002, in relation to supply of Aluminium Phosphide Tablets to one of the buyers and, therefore, a penalty of Rs. 63 90 crores was imposed on the Company The Company appealed against the said Order before the Competition Appellate Tribunal (Tribunal) which reduced the amount of penalty to Rs. 2 92 crores The Company and CCI have fled appeals against the Order of the Tribunal before the Hon''ble Supreme Court As a matter of prudence, the Company has made provision for the said penalty amount in the year under review

7 SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulflment of its aims of protecting and enriching the environment and human health and safety The Company continues to hold and maintain ISO-9000, ISO-14000 and ISO-18001 certifications which offer benefits in terms of consistent product quality and healthy working environment at manufacturing sites The Company also continues to sustain its SA 8000 – certification for Social Accountability for all its sites Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at regular intervals All the manufacturing and warehousing sites of the Company are covered by safety audit

8 QUALITY

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa The quality of the products is maintained and upgraded to the applicable national and international quality

standards through rigorous pursuit of Six Sigma initiative With the Company''s increasing focus on growth of branded formulations business, packaging assumes increased importance The Company has taken special initiative with regard to quality of packaging The Company continues to enjoy the reputation of a consistent and reliable quality supplier

9 EDUCATION, LEARNING AND HUMAN DEVELOPMENT

Your Company continues to invest in the development and growth of the employees through training and development which in turn helps in the growth of the organisation and increases job satisfaction and morale among the employees This has the added advantage of making the Company more attractive to employees Your Company endeavours to ensure that it has requisite competency to meet the new challenges in the changing business environment Your Company has initiated several training programmes for skill improvement/fexibility and multi skill development, in the areas of improving product awareness and sales excellence, Kaizen (continuous improvement) etc to upgrade employees'' competencies and to improve the organisation''s effciency Employees are encouraged to participate in various Management Development Programmes/Conferences to enhance their leadership and other skills Your Company continues to educate farmers with the latest technology and new products

10 CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Company continues to pursue its tradition of supporting activities, organisations and projects covering socio-economic, educational, health, rural development, animal husbandry, drinking water and women empowerment Your Company actively works in an integrated manner with the communities where it has presence Summer camps for children and students, rural health, women empowerment, gainful employment for women, water resource management and water conservation are the areas receiving your Company''s attention as part of its social responsibility Your Company has been organising annual cultural festival in Bhavnagar which attracts a large number of enthusiastic students

As required by Section 135 of the Companies Act, 2013, the Company has established Corporate Social Responsibility Committee of Directors for formulating the Corporate Social Responsibility Policy and initiatives and to recommend the same to the Board of Directors

11 INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fre, food, earthquake, etc and continues to maintain Consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Insurance Act

12 SUBSIDIARIES

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the general Circular dated 8 February, 2011 issued by the Ministry of Corporate Affairs, the Financial Statements and the Reports of the Board of Directors and the Auditors of the Company''s subsidiaries are not attached to this Annual Report These documents shall be made available to the Members on requisition These are also available for inspection at the Registered office of the Company and the respective subsidiaries and are also being posted on the Company''s Website: www excelcropcare com

13 FIXED DEPOSITS

The Company has no fixed deposits remaining unclaimed at the end of the year under review

14 DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Dr Mukul G Asher, Mr Sandeep Junnarkar, Mr B V Bhargava, Mr Sharad L Patel, Mr V B Buch and Mr Deepak Bhimani, Independent Directors, are being proposed to be appointed for a fixed term of five (5) years The Company has received notices in writing from a member signifying intention to propose candidature of Dr Mukul G Asher, Mr Sandeep Junnarkar, Mr B V Bhargava, Mr Sharad L Patel, Mr V B Buch and Mr Deepak Bhimani, 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 prescribed in Section 149(6) of the Companies Act, 2013 The Board commends their re-appointment

On 12th February, 2014, Mr S Nallakuttalam, a representative of Life Insurance Corporation of India (LIC), was appointed as an Additional Director Mr S Nallakuttalam holds office as a Director of the Company only up to the date of the ensuing Annual General Meeting of the Company A notice in writing has been received from a Member of the Company under Section 160 of the Companies Act, 2013, signifying intention to propose Mr S Nallkuttalam as a candidate for the office of Director of the Company

Mr S Nallakuttalam, B Sc and MBA, has worked with LIC since 1995 in various capacities and is currently holding the position of Executive Director (Inspection) It would be in the interest of the Company that the Board of Directors continue to avail of the benefit of Mr S Nallakuttalam''s experience and expertise

Mr J R Naik, Director, retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment The Board commends his re-appointment

Mr Prakash K Shroff retired as Executive Director of the Company on 31st August, 2013 He was a Director of the Company since 1985 He was appointed Executive Director of the Company with effect from 1st September, 2003 The Board records its deep appreciation of the rich contribution of Mr Prakash K Shroff to the growth of the Company and its business during his decade long tenure as Executive Director and his contribution to the Board deliberations as a Director of the Company since 1985

15 DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the financial statements, 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 judgements 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 suffcient 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 financial statements on a going concern basis

16 CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance contained in Clause 49 of the Listing Agreements with the Stock Exchanges and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors'' Certifcate regarding compliance of the same are annexed as a part of the Annual Report

17 PERSONNEL

The relations between the employees and the management continue to be cordial Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels

18 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 the Companies (Particulars of Employees) Rules, 1975, regarding employees and forming part of this Report is furnished in the Annexures to this Report

19 AUDITORS

Messrs S R Batliboi & CO LLP whose term of office as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company have given to the Company a notice in writing of their inability to be re-appointed

Messrs S R B C & CO LLP, Chartered Accountants, who have given a letter to the Company giving consent for their proposed appointment as Auditors and have given a Certifcate stating that their proposed appointment shall be in accordance with the provisions of Sections 139(1) and 141 of the Companies Act, 2013, are proposed to be appointed as the Auditors of the Company for a term of three years till the conclusion of the Fifty-Third Annual General Meeting in place of Messrs S R Batliboi & CO LLP, the retiring Auditors of the Company

The Board of Directors has re-appointed Mr Kishore Bhatia as the Cost Auditor for the financial year 2014-15 to carry out audit of cost records for insecticides, chemicals and fertilisers manufactured by the Company as may be prescribed under Section 148 of the Companies Act, 2013 The Cost Audit Report for the financial year 2012-13, which was required to be fled with the Ministry of Corporate Affairs on or before 27th September, 2013, was fled on 26th September, 2013 vide SRN: S22557649

20 ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company''s Shareholders, Bankers, various authorities of the Governments and business associates

For and on behalf of the Board of Directors

A C SHROFF Mumbai, 28th May, 2014. Chairman

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Mar 31, 2013

TO THE MEMBERS,

The Directors have pleasure in presenting the Forty-Ninth Annual Report and the Audited Financial Statements 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 Proft for the year was 42,15.42 39,98 84

Less: Depreciation 11,91.58 12,05 29

Net proft 30,23.84 27,93 55

Less: Exceptional Item relating to provision for Inventory 6,10 00

Leaving a net proft subject to taxation of 30,23.84 21,83 55

Less: Taxation (Current and Deferred Tax) 8,81.45 6,22 30

21,42.39 15,61 25

Add: Balance brought forward from the previous year 19,12.33 19,06 90

Leaving a balance available for disposal of 40,54.72 34,68 15

Appropriations:

Proposed Dividend 3,30.17 2,20 11

Tax on Dividend 56.11 35 71

Transfer to General Reserve 17,00.00 13,00 00

20,86.28 15,55 82

Carried forward to next year 19,68.44 19,12 33



2 DIVIDEND

Your Directors have recommended a dividend of 60% amounting to Rs. 3 00 per equity share of Rs. 5 00 each as compared to a dividend of 40% (Rs. 2 00 per equity share) in the previous year

3 OPERATIONS

During the year under review, the net sales increased from Rs. 661 61 crores in the previous year to Rs. 746 38 crores Domestic sales turnover rose to Rs. 442 93 crores as against Rs. 405 14 crores in the previous year Export turnover increased from Rs. 256 47 crores in the previous year to Rs. 303 45 crores in the year under review The Company’s proft before tax in the year under review is Rs. 30 24 crores as against Rs. 21 84 crores in the previous year

Erratic and delayed monsoon and drought like situation in several important States adversely impacted farming and agrochemicals consumption The Company, however, increased its sales turnover in domestic as well as export markets

4 NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

In the year under review your Company introduced a systemic broad spectrum insecticide under the brand name ‘Ultimate’ This is a novel silica based granular formulation which is environment friendly as well as user friendly This product is being launched In different geographies in a gradual manner Another product under the brand name ‘Celstar’ – a plant growth regulator used mainly in mango was also introduced in the year under review This product has received good market response and is poised to grow in future Several insecticide products grabbed the market vacated by Endosulfan Some of these products form part of the Company’s product basket whereas a few others were earlier dealt with by the Company The Company has taken initiatives for increasing focus on such products with a view to make up for the lost Endosulfan business

The Company continues its efforts in the areas of product improvement and process improvement for enhancing yields, cost reduction measurers, reducing effuents and effuent treatment costs and also for staying innovative and competitive in the market The Company also continues to focus on energy conservation and energy cost reduction

5 OUTLOOK

The agriculture sector in India continues to receive focussed attention from governments, government bodies, banks, fnancial institutions and other agencies and authorities Private sector has been steadily investing in farming and agro based business Farm produces fetch decent return to farmers All these factors are contributing to growth of agriculture With normal monsoon forecast for the ensuing season, the near future outlook for the agrochemicals industry and the Company appears reasonably good In the backdrop of loss of Endosulfan business over the past two years, the Company directed its efforts on promoting other products and has developed and introduced a number of new products The Company continues to focus on growth of branded products and exports

6 ENDOSULFAN CASE AND APPEAL UNDER COMPETITION ACT

The writ petition seeking ban on Endosulfan is pending before Hon’ble Supreme Court for hearing and fnal disposal Production and domestic sale of Endosulfan continues to remain suspended owing to the ad-interim Order dated 13th May, 2011 of the Hon’ble Supreme Court The amount of Endosulfan related inventories has signifcantly reduced over the last two years The Company continues to maintain the provision of Rs. 16 30 crores made in the previous years for these inventories – which provision is suffcient and reasonable in the opinion of the Board

Vide its Order dated 23rd April, 2012, the Competition Commission of India (CCI) held that there was a violation of Section 3 of the Competition Act, 2002, in relation to supply of Aluminium Phosphide Tablets to one of the buyers and imposed a penalty of Rs. 63 90 crores on the Company The Company’s appeal challenging the said order of the CCI is pending before the Competition Appellate Tribunal for hearing and fnal disposal

7 SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in the fulflment of its aims of protecting and enriching the environment and human health and safety During the year under review, the Company’s manufacturing site at Gajod, Kutch, was awarded ISO 14001-2004 certifcation for environment The Company continues to hold and maintain ISO-9000, ISO-14000 and ISO-18001 certifcations which offer benefts in terms of consistent product quality and healthy working environment at manufacturing sites The Company also continues to sustain its SA 8000 – Certifcation for Social Accountability for all its sites Safety audit, training programmes and other safety management processes and programmes are carried out/conducted at regular intervals All the manufacturing/warehousing sites of the Company are covered by safety audit

Ten employees of the Company’s Bhavnagar plant received State level awards in the category of ‘Environment, Health and Safety’ from Government of Gujarat

8 QUALITY

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa The quality of the products is maintained and upgraded to the applicable national and international quality standards through rigorous pursuit of Six Sigma initiative With the Company’s increasing focus on growth of branded formulations business, packaging assumes increased importance The Company has taken special initiative with regard to quality of packaging The Company continues to enjoy the reputation of a consistent and reliable quality supplier

9 EDUCATION, LEARNING AND HUMAN DEVELOPMENT

Human Resource is considered as the most valuable business asset by the Company Your Company continues to invest in people through training and developmental efforts and by providing its employees opportunities to learn and upgrade their skills and acquire knowledge in related and new areas which contribute to the Company’s growth Training on safety, environmental care, customer service and employee welfare and development receive high priority The Company endeavours to ensure that it has requisite skills to meet the ever-changing and challenging new business environment

Health, Safety and caring for the Environment have always been the focus of the Company The Company vigorously pursues its initiatives for educating farmers and dealers in proper and safe handling and usage of its products The Company continues to

conduct programmes for providing the farmers with technical know-how and educating them on modern techniques of agriculture including crop management, soil management and judicious use of water, fertilisers and pesticides

10 CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Company pursues its tradition of supporting activities, organisations and projects covering socio-economic, educational, health and rural development Your Company actively works in an integrated manner with the communities where it has presence Summer camps for children and students, rural health, women empowerment, gainful employment for women, water resource management and water conservation are the areas receiving your Company’s attention as part of its social responsibility Your Company has been organising annual cultural festival in Bhavnagar which attracts a large number of enthusiastic students Your Company has been actively supporting management, development and preservation of a well known library in Bhavnagar

11 INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fre, food, earthquake, etc and continues to maintain Consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Insurance Act

12 SUBSIDIARIES

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the general Circular dated 8 February, 2011 issued by the Ministry of Corporate Affairs, the Financial Statements and the Reports of the Board of Directors and the Auditors of the Company’s subsidiaries are not attached to this Annual Report These documents shall be made available to the members on requisition These are also available for inspection at the Registered Offce of the Company and the respective subsidiaries and are also being posted on the Company’s Website: www excelcropcare com

13 FIXED DEPOSITS

The Company has discontinued its fxed deposit schemes The amount of fxed deposits remaining unclaimed at the end of the year under review from out of the amount allocated to the Company pursuant to the Scheme of Arrangement with Excel Industries Limited is Rs. 24,200/- involving 2 depositors

14 DIRECTORS

Mr Sandeep Junnarkar, Dr Mukul G Asher and Mr Sharad L Patel, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment The Board commends their re-appointment The Board of Directors have re-appointed Mr Dipesh K Shroff as Managing Director of the Company for a further period of fve years with effect from 1st September, 2013 The accompanying notice of the ensuing Annual General Meeting seeks the approval of the members to the re-appointment of Mr Dipesh K Shroff as Managing Director of the Company

15 DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) in the preparation of the fnancial statements, 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 judgements 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 fnancial year and of the proft of the Company for the year under review;

(c) they have taken proper and suffcient 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 fnancial statements on a going concern basis

16 CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors’ Certifcate regarding compliance of the same are annexed as a part of the Annual Report

17 PERSONNEL

The relations between the employees and the management continue to be cordial Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels

18 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 the Companies (Particulars of Employees) Rules, 1975, regarding employees and forming part of this Report is furnished in the Annexures to this Report

19 AUDITORS

Messrs S R Batliboi & Co LLP (formerly Messrs S R Batliboi & Co ) whose term of offce as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and, being eligible, have offered themselves for re-appointment as Auditors of the Company

The Board of Directors has re-appointed, subject to the approval of the Central Government, Mr Kishore A Bhatia as the Cost Auditor for the fnancial year 2013-14 to carry out audit of cost records for insecticides, chemicals and fertilisers manufactured by the Company The Cost Audit Report for the fnancial year 2011-12, which was to be fled with the Ministry of Corporate Affairs on or before 28th February, 2013, was fled on 30th January, 2013 vide SRN: S20107181

20 ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from the Company’s Shareholders, Bankers, various authorities of the Governments and business associates

For and on behalf of the Board of Directors

A C SHROFF

Mumbai, 29th May, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the Forty-Eighth Annual Report and the Audited Financial Statements 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 39,98.84 82,94.44

Less: Depreciation 12,05.29 10,95.08

Net profit 27,93.55 71,99.36

Less: Exceptional Item relating to provision for Inventory 6,10.00 10,20.00

Leaving a net profit subject to taxation of 21,83.55 61,79.36

Less: Taxation (Current and Deferred Tax) 6,22.30 18,10.75

15,61.25 43,68.61

Add: Balance brought forward from the previous year 19,06.90 10,17.95

Leaving a balance available for disposal of 34,68.15 53,86.56

Appropriations:

Proposed Dividend 2,20.11 4,12.71

Tax on Dividend 35.71 66.95

Transfer to General Reserve 13,00.00 30,00.00

15,55.82 34,79.66

Carried forward to next year 19,12.33 19,06.90

2 DIVIDEND

Your Directors have recommended a dividend of 40% amounting to Rs. 2.00 per share of Rs. 5.00 each as compared to a dividend of 75% (Rs. 3. 75 per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales decreased from Rs. 702.28 crores in the previous year to Rs. 661.61 crores . Domestic sales turnover dropped from Rs. 470.04 crores in the previous year to Rs. 405. 80 crores whereas the export turnover increased from Rs. 232.24 crores to Rs. 255.81 crores . The Company's profit before tax in the year under review decreased to Rs. 21.84 crores from Rs. 61.79 crores in the previous year.

As reported in the previous Directors' Report, in compliance with ad-interim Order passed by the Hon'ble Supreme Court on 13th May, 2011, the Company immediately suspended production and sale of Endosulfan . Subsequently, pursuant to Orders passed by the Hon'ble Supreme Court, the Company exported its stock of Endosulfan Technical and over one-third of Endosulfan Formulations stock during the year. The remaining stocks of Endosulfan Formulation are being exported as and when export orders are secured

At the last hearing in the court matter related to Endosulfan, the Hon'ble Supreme Court has asked the Central Government for its suggestion as to how the stocks of Endosulfan Formulation and its raw materials should be disposed of/phased out .

The Company carries provision aggregating to Rs. 16 . 30 crores (including Rs. 6.10 crores made during the year 2011-12 and shown as Exceptional Item) in respect of stocks relating to Endosulfan . In the opinion of the Company, the amount of such provision is sufficient and reasonable .

Endosulfan has been the single largest product of the Company. Its absence in the Company's product portfolio for the major part of the year (barring exports as referred to above) severely impacted the Company's sales and profits . Though the shortfall in the sales was made up to an extent by increased sale of other manufactured and traded products, there has been significant erosion in the margins for the year.

The partial drought in Maharashtra impacted the demand for weedicides, affecting your Company's performance in that particular segment in the second quarter of 2011-12 .

4. NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS

'Ultimate' a systemic insecticide in granular formulation has been recently introduced for the first time in India. Your Company holds patent for this formulation . For enhanced flowering and regular fruiting, a plant growth regulator named 'Excel Celstar' has been introduced targeting the horticulture segment

A new wettable granule formulation of Tebuconazole, a fungicide has been developed. The Company is looking forward to launching of several new environmentally friendly formulations based on processes that do not involve use of petroleum based solvents.

To meet the increase in demand the capacity of Profenophos Tech was increased from 1200 TPA to 2200 TPA and Aluminium Phosphide was raised from 1500 TPA to 2000 TPA .

The Company continues its drive towards improving carbon footprint of its manufacturing operations and has commissioned one more 1. 8 MW windmill in Kutch, Gujarat. This makes the Company's major production site at Bhavnagar virtually self sufficient, meeting its power requirement from its own windmills . The Company continues its efforts at energy conservation and energy cost reduction .

5. OUTLOOK

The Agriculture Sector in India continues to receive focused attention from the Central as also the State Governments Concern for food security, growing population, decreased agricultural land for farming and spurt in growth of horticulture and floriculture sectors are driving the agro chemicals industry. Increasing interest of private companies and investment firms in the farming and rural sectors is encouraging news for the industry The industry is growing at a steady pace and with the forecast of a normal monsoon in the coming season the outlook for the industry and the Company appears reasonably good In the backdrop of ad-interim ban on Endosulfan, the Company has made endeavours to step up growth of other products and launch new products.

These efforts should help the Company recover lost ground in course of time . The Company continues to focus on growing export markets by exploring new geographies and penetrating existing markets .

6. ORDER OF THE COMPETITION COMMISSION OF INDIA

Vide its order dated 23rd April, 2012, the Competition Commission of India held that there was a violation of Section 3 of the Competition Act, 2002, in relation to supply of Aluminium Phosphide Tablets to one of the buyers and imposed a penalty of Rs. 63.90 crores on the Company. The Company has decided to file an appeal against the said Order before the Competition Appellate Tribunal .

7. SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in fulfillment of its aims of protecting and enriching the environment and human health and safety. It continues to hold and maintain ISO-14000 and ISO-18001 certifications which benefit in terms of consistent product quality and healthy working environment at manufacturing sites . The Company also continues to sustain its SA 8000 - Certification for Social Accountability for all its sites . Safety and fire fighting training programmes and mock drills are conducted as a part of standard practice All the manufacturing sites of the Company are covered by safety audit

During the year, the Company's Bhavnagar site was awarded a Certificate of Merit by the Gujarat Safety Council for completing accident-free 30 Lac man hours. Several employees of the Company have received various environment, health and safety awards from state and national level agencies

8. QUALITY

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa The quality of the products is maintained and upgraded to the applicable national and international quality

standards through rigorous pursuit of Six Sigma initiative The Company continues to enjoy the reputation of a consistent and reliable quality supplier and has received appreciation and awards from many of its esteemed customers .

9 . EDUCATION, LEARNING AND HUMAN DEVELOPMENT

Human Resource is considered as the most valuable business asset by the Company . Your Company continues to invest in people through training and developmental efforts and by providing its employees opportunities to learn and upgrade their skills and acquire knowledge in related and new areas which contribute to the Company's performance . Training on safety, environmental care, customer service and employee welfare and development receive high priority . The Company endeavours to ensure that it has requisite skills to meet the ever-changing and new business requirements .

Safety, health and caring for the environment have always been the focus of the Company. The Company vigorously pursues its initiatives for educating farmers and dealers in proper and safe handling and usage of its products. The Company continues to conduct programmes for providing the farmers with technical know-how and educating them on modern techniques of agriculture including crop management, soil management and judicious use of water, fertilisers and pesticides .

10 . CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

At Excel Crop Care, we work with the communities where we have presence - integrating our activities with the locals to achieve partnered success . Your Company is focused at developmental activities relevant to local needs through our working groups and other group NGOs

During the summer break, your Company organizes a month long training programme involving adolescents and university students, to guide them on several developmental aspects . The training offers guidance on procedures and formalities in making applications, understanding paper work in hospitals, banks, post-office, railway station, cooking, house-keeping, computers and communication skills, repairing common household appliances, first aid procedures, environmental awareness, moral values and ethics .

To develop the minds of the young and shape their talent and personality, management team members devote their time to organize 'Excel Expressions'. It is a cultural event organized for schools and colleges of Bhavnagar in December each year. Since 1998, over 60 schools and colleges of Bhavnagar have participated and look forward to Excel Expressions .

Bhavnagar's culture is incomplete without mention of the Barton Library. Your Company collaborates with Bhavnagar Municipal Corporation in the preservation, management and development of this 130 year old library - a home for over 61,000 titles written in several languages

Suitable employment for local women is one of the important issues In an effort to generate good employment opportunity and training for them, your Company supports the Excel Nursing School in Bhavnagar. Ranked to be amongst the best and most recognized institutions in Gujarat, this training school is equipped with state-of-the-art training tools, medical instruments that imparts excellent practical training

Employment or livelihoods are the key influences for creating healthy communities Your Company has keen interest in creating employment opportunities within rural areas to help populations continue farming and avoid displacement. To achieve this goal your Company seeks collaboration with other group NGOs.

Shrujan, an NGO operating in Kutch, has supported over 20,000 craftswomen to develop their skill into a viable, home-based source of living .

Vivekananda Research and Training Institute (VRTI) has handed over the River Basin Project to the locals in the month of February, 2012 . VRTI designed the concept based on Integrated River Basin Management by plotting the process of coordinating conservation, management and development of water catchments. The focus was on regenerating the water resources for maximizing economic and social benefits derived from use of fresh water in an equitable manner for agriculture, dairy and households . It involved preserving, restoring ecosystems across the 46 villages along the length of the river basin . The project has helped the villages with better irrigation facilitating two crop harvests in a year, dairy business has seen a jump and also better nutrition is available to the locals.

Shroffs Foundation Trust (SFT) has been working in the fields of health, education, agriculture, animal husbandry, watershed management and enhancing employable skills of locals in Chotta Udaipur. Recently, the Times of India Group acknowledged SFT's efforts by bestowing the honour of Social Impact Awards - Livelihoods category.

Recently, Vivekananda Institute of Vocational and Entrepreneurial Competence, known as 'VIVEC' has been established to offer training to about 9000 tribal youths over a period of next 7 years .

11. INSURANCE

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

12 . SUBSIDIARIES

Pursuant to a resolution passed by the Board of Directors of the Company in terms of a General Circular dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Financial Statements and the Reports of the Board of Directors and the Auditors of the Company's subsidiaries are not attached to this Annual Report. These documents shall be made available to the members on requisition. These are also available for inspection at the Registered Office of the Company and the respective subsidiaries and are also being posted on the Company's Website: www.excelcropcare.com

13 . FIXED DEPOSITS

The Company has discontinued its Fixed Deposit Schemes . The amount of Fixed Deposits remaining unclaimed at the end of the year under review from out of the amount allocated to the Company pursuant to the Scheme of Arrangement with Excel Industries Limited is Rs. 1. 21 lacs involving 10 depositors .

14 . DIRECTORS

Mr . David Pullan was appointed as an Additional Director with effect from 20th October, 2011 and holds office as a Director of the Company only up to the date of the ensuing Annual General Meeting of the Company. A Notice in writing has been received from a member of the Company under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. David Pullan as a candidate for the office of Director of the Company.

Mr. David Pullan is a Mechanical Engineer by qualification and group executive-operations of Nufarm Limited, Australia with responsibility for its global manufacturing and production sites and has over 30 years of management experience in chemical manufacturing

Mr. Vinayak B . Buch, Mr. Deepak Bhimani and Mr. B . V. Bhargava, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Board commends their re-appointment.

15 . DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the financial statements, 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 financial statements on a going concern basis .

16. CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors' Certificate regarding compliance of the same are annexed as a part of this Annual Report .

17 PERSONNEL

The relations between the employees and the management continue to be cordial . Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels .

18. 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 the Companies (Particulars of Employees) Rules, 1975, regarding employees and forming part of this Report is furnished in the Annexures to this Report .

19. AUDITORS

Messrs S.R. Batliboi & Co. , whose term of office as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Auditors of the Company.

Mr. Kishore A . Bhatia has been re-appointed as the Cost Auditor for the financial year 2012-13 to carry out audit of cost records for insecticides, chemicals and fertilisers manufactured and electricity generated by the Company. The Cost Audit Report for the financial year 2010-11, which was due to be filed on or before 27th September, 2011, was filed on 23rd September, 2011 vide SRN: B21057088 with the Ministry of Corporate Affairs .

20 ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the wholehearted co-operation received from the Company's Shareholders, Bankers, various authorities of the Governments and business associates.

For and on behalf of the Board of Directors A.C.SHROFF

Mumbai, 30th May, 2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting the Forty-Seventh Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March, 2011

1 FINANCIAL RESULTS

The salient features of the Companys working are:

(Rs. in Lacs) 2010-11 2009-10

Gross Profit for the year was 73,20.35 65,92.99

Less: Depreciation 10,95.08 8,82.91

Leaving a net profit subject to Taxation of 62,25.27 57,10.08

Less: Taxation (Current and Deferred Tax) 18,31.91 19,76.27

43,93.36 37,33.81

Add/(Less): Prior Period Adjustments (24.75) 9.63

43,68.61 37,43.44

Add: Balance brought forward from the previous year 10,17.95 10,76.60

Leaving a balance available for disposal of 53,86.56 48,20.04

Appropriations:

Proposed Dividend 4,12.71 6,87.85

Tax on Dividend 66.95 1,14.24

Transfer to General Reserve 30,00.00 30,00.00

34,79.66 38,02.09

Carried forward to next year 19,06.90 10,17.95

2 DIVIDEND

Your Directors have recommended a dividend of 75% amounting to Rs. 3 75 per share of Rs. 5 00 each as compared to a dividend of 125% (Rs. 6 25 per share) in the previous year

3 OPERATIONS

During the year under review, the net sales increased from Rs. 620 41 crores in the previous year to Rs. 702 28 crores Domestic sales increased from Rs. 403 96 crores in the previous year to Rs. 470 04 crores in the year under review whereas the export turnover increased from Rs. 216 45 crores to Rs. 232 24 crores

The country received good rainfall in the year under review and the overall climatic conditions were conducive for the agrochemicals industry Some of the countries which are the Companys export destinations faced erratic weather conditions which hampered growth of exports

The Companys profit before tax in the year under review increased to Rs. 62 25 crores from Rs. 57 10 crores in the previous year

4 NEW PRODUCTS/IMPROVEMENTS

The newly introduced acaricide is receiving good market response owing to its effectiveness in mite management During the year under review, the Company introduced a new product in soil nutrition segment which also is well received

During the year under review the Company expanded its weedicides and fungicide manufacturing capacities The Companys focus on process improvement for improving yields, saving costs and reducing effuent continued during the year The Company continues its efforts at energy conservation and energy cost reduction

5 OUTLOOK

Growing population and the growing demand for food, increasing concern for food security, limitation on farmland availability and growth of horticulture and foriculture sectors are some of the major factors driving growth of agrochemicals industry Shortage and increasing cost of farm labour is providing growth opportunity for weedicides growth Governments continue to give focused attention to agriculture Private investment in farming and rural sectors is also growing Farmers are receiving attractive prices for their produce and are able to spend on quality farm inputs The Indian agriculture sector and the rural economy continue to show steady growth With one more near-normal monsoon forecast for the current year, the outlook for the agrochemicals industry appears reasonably good The Company continues to focus on growth of its branded products Exports continue to remain the focus area of growth for your Company with continued efforts to explore and penetrate new export markets

6 ENDOSULFAN

Endosulfan, a broad spectrum, generic insecticide used globally for over 50 years, is one of the major products of the Company In April, 2011, a writ petition was fled by Democratic Youth Federation of India before the Honble Supreme Court against the Union of India and State Governments seeking a ban on Endosulfan citing health concerns A trade association representing the agro-chemicals industry intervened in the petition on behalf of the industry The Honble Supreme Court opined that a detailed study on an all India basis needed to be undertaken by an Expert Committee to better address the said health concerns By its ad- interim order dated 13th May, 2011, the Honble Supreme Court has appointed a Joint Committee headed by the Director General of Indian Council of Medical Research and the Commissioner (Agriculture) to conduct a scientifc study and submit its interim report within eight weeks Pending submission of the interim report, the order banned the production, use and sale of Endosulfan till further orders

In compliance with the ad-interim order of the Honble Supreme Court, the Company immediately suspended production and sale of Endosulfan As the ad-interim order has been issued during the peak sale season, the performance of the Company in the short term will be adversely affected The Company is revising its sales plan and marketing strategy and is also undertaking other measures to mitigate the adverse impact

The Company has made a provision of Rs. 10 20 crores in the Accounts out of abundant caution in respect of the inventory items relating to Endosulfan as at 31st March, 2011

Earlier, in April, 2011 Endosulfan was listed under Annex A of the Stockholm Convention on persistent organic pollutants Under the provisions of the Convention, the Government of India has indicated that the use of Endosulfan would be phased out over an eleven year period

7 SAFETY, HEALTH AND ENVIRONMENT

The Company continues to play the role of a responsible corporate citizen in fulfillment of its aims of protecting and enriching the environment and human health and safety The Company continues to hold and maintain ISO-14000 and

ISO-18001 certifications which benefit in terms of consistent product quality and healthy working environment at manufacturing sites The Company also continues to sustain its SA 8000 – Certification for Social Accountability for all its sites Safety and fire fighting training programmes and mock drills are conducted as a part of standard practice All the manufacturing sites of the Company are covered by safety audit

8 QUALITY

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa The quality of its products is maintained and upgraded to the applicable national and international quality standards through rigorous pursuit of Six Sigma initiative The Company continues to enjoy the reputation of a consistent and reliable quality supplier and has received appreciation and awards from many of its esteemed customers

9 EDUCATION, LEARNING AND HUMAN DEVELOPMENT

Human Resource is considered as the most valuable business asset by the Company Your Company continues to invest in people through training and developmental efforts and by providing its employees opportunities to learn and upgrade their skills and acquire knowledge in related and new areas which contribute to the Companys performance Training on safety, environmental care, customer service and employee welfare and development receive high priority During the year under review, the Company conducted several training programmes and workshops on subjects like creating future leaders, team building and interpersonal relationship The Company endeavours to ensure that it has requisite skills to meet with ever- changing and new business requirements

Safety, health and caring for the environment have always been the focus of the Company The Company vigorously pursues its initiatives for educating farmers and dealers in proper and safe handling and usage of its products The Company continues to conduct programmes for providing the farmers with technical know-how and educating them on modern techniques of agriculture including crop management, soil management and judicious use of water, fertilisers and pesticides

10 SOCIAL RESPONSIBILITY

The Company maintains its tradition of supporting activities, organisations and projects contributing to a wide range of socio- economic, educational and health initiatives and rural community development The Company has identifed soil health management, a major concern for the farming community, as a special focus area Rural health, water management, water salinity prevention are the areas receiving your Companys attention as a part of its social responsibility Your Company also actively promotes youth and child development, women empowerment initiative and sustainable farm practices It also holds health check- up and blood donation camps and tree planting campaigns

11 CHEMEXCIL AWARDS

During the year, CHEMEXCIL - Basic Chemicals, Pharmaceuticals & Export Promotion Council set up by the Ministry of Commerce, Government of India - conferred Lifetime Achievement Award to Mr Kantisen C Shroff, the groups mentor and guide, for being a guiding force behind many technical breakthroughs in the feld of agro chemicals crusading the cause of indigenisation and import substitution CHEMEXCIL also awarded Trishul Award (Large Scale Sector) to the Company for its outstanding export performance in 2008-09

12 INSURANCE

The Company continues to carry adequate insurance cover for all its assets against foreseeable perils like fre, food, earthquake, etc and continues to maintain Consequential Loss (Fire) Policy and the Liability Policy as per the provisions of Public Liability Insurance Act

13 SUBSIDIARIES

Excel Crop Care (Africa) Limited was incorporated as a wholly owned subsidiary in Tanzania on 15th June, 2010 This subsidiary would focus on growing business in Africa which is an important market for the Company

Excel Brasil Agronegocious Ltda was incorporated as a wholly owned subsidiary in Brazil on 30th March, 2011 to focus on Brazil and other South American markets which are major market for the Companys exports

Pursuant to a resolution passed by the Board of Directors of the Company in terms of a General Circular dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Financial Statements and the Reports of the Board of Directors and the Auditors of the Companys subsidiaries are not attached to this Annual Report These documents shall be made available to the members on requisition These are also available for inspection at the Registered Offce of the Company and the respective subsidiaries and are also being posted on the Companys Website: http://www excelcropcare com

14 FIXED DEPOSITS

The Company has discontinued its Fixed Deposit Schemes The amount of Fixed Deposits remaining unclaimed at the end of the year under review from out of the amount allocated to the Company pursuant to the Scheme of Arrangement with Excel Industries Limited is Rs. 1 57 lacs involving 13 depositors

15 DIRECTORS

Mr Kevin Martin resigned from the Board on 25th May, 2011 The Directors record their sincere appreciation of the valuable guidance and advice rendered by Mr Martin in the deliberations of the Board

Mr A C Shroff, Mr J R Naik and Mr Sharad L Patel, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment The Board commends their re-appointment

16 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confrm 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 suffcient 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

17 CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and, pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors Certifcate regarding compliance of the same are annexed as a part of this Annual Report

18 PERSONNEL

The relations between the employees and the management continue to be cordial Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels

19 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 the Companies (Particulars of Employees) Rules, 1975, regarding employees and forming part of this Report is furnished in the Annexures to this Report

20 AUDITORS

Messrs S R Batliboi & Co , whose term of offce as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Auditors of the Company

Cost audit of cost records for insecticides/pesticides manufactured by the Company is carried out every year For the financial year 2011-12, the Company has appointed Mr Kishore A Bhatia as the Cost Auditor to carry out audit of cost records for insecticides, pesticides and fertilisers manufactured and electricity generated by the Company The Cost Audit Report for the financial year 2009-10, which was due to be fled on or before 30th September, 2010, was fled on 5th September, 2010 with the Ministry of Corporate Affairs

21 CONSOLIDATED ACCOUNTS

The Auditors have commented in their Report on the Consolidated Accounts that the same have been prepared taking into account the unaudited financial statements for the year 2010-11 of Aimco Pesticides Limited, an associate company The financial statements of the said company are under preparation and audit and the differences, if any, between the audited and the unaudited financial statements shall be dealt with in the Consolidated Accounts in the next financial year

22 ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the wholehearted co-operation received from the Companys Shareholders, Bankers, various authorities of the Governments and business associates

For and on behalf of the Board of Directors

A C SHROFF Chairman Mumbai, 25th May, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the Forty-Sixth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31 st 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 66,01.99 52,69.95

Less: Depreciation 8,82.91 8,09.57

Leaving a net profit subject to Taxation of 57,19.08 44,60.38

Less: Taxation (Current, Deferred and Fringe Benefit Tax) 19,85.27 16,74.08

37,33.81 27,86.30

Add/(Less): Prior Period Adjustments 9.63 (6.26)

37,43.44 27,80.04

Add: Balance brought forward from the previous year 10,76.60 9,40.36

Leaving a balance available for disposal of48,20.04 37,20.40

Appropriations:

Proposed Dividend 6,87.85 5,50.28

Tax on Dividend 1,14.24 93.52

Transfer to General Reserve 30,00.00 20,00.00 38,02.09 26,43.80

Carried forward to next year 10,17.95 10,76.60

2. DIVIDEND

Your Directors have recommended a dividend of 125% amounting to Rs. 6.25 per share of Rs. 5.00 each as compared to a dividend of 100% (Rs. 5.00 per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales decreased from Rs. 685.10 crores in the previous year to Rs. 620.41 crores. Domestic sales marginally increased from Rs. 391.55 crores in the previous year to Rs. 403.96 crores in the year under review whereas the export turnover dropped sharply by 26% from Rs. 293.55 crores to Rs. 216.45 crores.

Sharp drop in price of Glyphosate, a major weedicide product of the Company, in the international market was the major reason for the fall in exports. In the domestic market, the sales offtake was higher. However, prices of several of the Companys products were significantly lower in comparison to the previous year. The lower sales realisation was, however, compensated by lower input costs and did not reduce profitability.

The Companys profit before tax in the year under review has increased to Rs. 57.19 crores from Rs. 44.60 crores in the previous year mainly for the reason that in the previous year the Company had an abnormal and large foreign exchange/derivative loss of Rs. 32.42 crores whereas in the year under review there is a foreign exchange gain of Rs. 0.30 crore.

4. NEW PRODUCTS

During the year under review, the Company introduced a new rust fungicide in the international market. This product is proposed to be introduced in the domestic market as well. The Company also introduced an acaricide which is well received in the market. To meet the changing market requirements, the Company has been increasing its retail pack range and augmenting and modifying its packaging facilities. The Company continues its efforts at energy conservation and energy cost reduction.

5. OUTLOOK

The agriculture sector in India continues to receive focused attention from the Central as also the State Governments. Crop failure last year and the resultant food shortages and food price inflation once again highlighted the importance of this sector for the countrys economy. The private sector has been making significant investments in farming and rural sectors as these segments are seen as future growth drivers for the economy. Farmers are receiving attractive price for their produce and are able to spend on quality farm inputs. The Indian agriculture sector and the rural economy continue to grow at a steady and satisfactory pace. With one more near-normal monsoon forecast for the current year, the short-term outlook for the agrochemicals industry and your Company appears reasonably good. The Company continues to focus on growth of its branded products. Exports continue to remain the focus area of growth for your Company. The Company strives to make up for the ground lost in the year under review in the export arena. At the same time the Company remains conscious about the high credit risk associated with some geographies in the export markets. The Company continues to make efforts to explore and penetrate new export markets.

6. TRANSFER OF SEEDS BUSINESS TO EXCEL GENETICS LIMITED

The Company transferred its seeds business as a going concern to Excel Genetics Limited (formerly, Harvest Inte-Agro Limited) with effect from 1 st July, 2009 by transfer of fixed and current assets, liabilities and provisions, trade marks, copyrights, licences, registrations, contracts, etc. relating to the seeds business at book value. The services of employees of the seeds business were also transferred to Excel Genetics Limited. The Company acquired 75% stake in Excel Genetics Limited by subscribing to its 1,50,000 equity shares of Rs. 10/- each at par and it thus became the Companys subsidiary.

7. SAFETY, HEALTH AND ENVIRONMENT

During the year, the Company made significant investment in upgrading effluent treatment facilities at its Bhavnagar Site. The Company continues to hold ISO-9001, ISO-14000 and ISO-18001 certifications which lead to a better working environment at manufacturing sites. The Company also continues to sustain its SA 8000 - Certification for Social Accountability for all its sites. Safety and fire fighting training programmes and mock drills are conducted regularly for the Companys employees. All the manufacturing sites of the Company are covered by safety audit.

8. QUALITY

The Company continues to maintain ISO:9001-2008 Quality Management System for all its three manufacturing sites at Bhavnagar, Gajod and Silvassa and the quality of its products is maintained and upgraded to the applicable national and international quality standards. The Company continues to enjoy the reputation of a consistent and reliable quality supplier and has received appreciation and awards from many of its key customers.

9. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

Human Resource is considered as the most valuable business asset by the Company. Your Company continues to invest in people through training and developmental efforts and by providing its employees opportunities to learn and upgrade their skills and acquire knowledge in related and new areas. During the year under review, the Company conducted several training programmes and workshops on subjects like creating future leaders, team building and interpersonal relationship. The Company endeavours to ensure that it has requisite skills to meet with ever-changing and new business requirements.

Safety, health and caring for the environment have always been the focus of the Company. The Company vigorously pursues its initiatives for educating farmers and dealers in proper and safe handling and usage of its products. The Company continues to conduct programmes for providing the farmers with technical know-how and educating them on modem techniques of agriculture including crop management, soil management and judicious use of water, fertilisers and pesticides.

10. SOCIAL RESPONSIBILITY

The Company maintains its tradition of supporting activities, organisations and projects contributing to a wide range of socio-economic, educational and health initiatives and rural community development. The Company has identified soil health management, a major concern for the farming community, as a special focus area. Rural health, water management, water salinity prevention are the areas receiving your Companys attention as a part of its social responsibility. Your Company also actively promotes youth and child development initiatives in rural areas. It also holds health check-up and blood donation camps and tree planting campaigns.

11. INSURANCE

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

12. SUBSIDIARIES

Pursuant to Section 212 of the Companies Act, 1956, the Accounts of Excel Industries (Australia) Pty Ltd., Excel Industries (Europe) N. V., ECCL Investments and Finance Limited and Excel Genetics Limited, subsidiaries of the Company, are annexed.

13. FIXED DEPOSITS

The Company has discontinued its Fixed Deposit Schemes. The amount of Fixed Deposits remaining unclaimed at the end of the year under review from out of the amount allocated to the Company pursuant to the Scheme of Arrangement with Excel Industries Limited is Rs. 3.59 lacs involving 33 depositors.

14. DIRECTORS

The Board of Directors had appointed Mr. Ninad D. Gupte as a Director of the Company on 3rd December, 2008 to fill up a casual vacancy. Mr. Gupte holds office up to the date of the ensuing Annual General Meeting of the Company. A notice in writing has been received from a member of the Company under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Ninad D. Gupte as a candidate for the office of Director of the Company. Mr. Ninad D. Gupte is a science graduate holding a post graduate diploma in business management and has extensive experience and expertise in agrochemicals, chemicals and petrochemicals industries. Mr. Gupte is also the Vice-Chairman of a prestigious trade association representing the agrochemicals industry. It would be in the interest of the Company that the Board of Directors continue to avail of the benefit of Mr. Ninad D. Guptes experience and expertise.

Mr. Sandeep Junnarkar, Mr. B. V. Bhargava and Dr. Mukul G. Asher, Directors, retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Board commends their re-appointment.

15. DIRECTORS RESPONSIBILITY STATEMENT

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.

16. CORPORATE GOVERNANCE

Your Company is committed to 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 requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors Certificate regarding compliance of the same are annexed as a part of this Annual Report.

17. PERSONNEL

The relations between the employees and the management continue to be cordial. Your Directors wish to place on record their appreciation of the sincere and devoted efforts of the employees and the management staff at all levels.

18. 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 the Companies (Particulars of Employees) Rules, 1975, regarding employees and forming part of this Report is furnished in the Annexures to this Report.

19. AUDITORS

Messers S. R. Batliboi & Company, whose term of office as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Auditors of the Company.

20. CONSOLIDATED ACCOUNTS

The Auditors have commented in their Report on the Consolidated Accounts that the same have been prepared taking into account the unaudited financial statements for the year 2009-10 of Aimco Pesticides Limited and Kutch Crop Services Limited, associate companies. The financial statements of these companies are under preparation and audit and the differences, if any, between the audited and the unaudited financial statements shall be dealt with in the Consolidated Accounts in the next financial year.

21. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the wholehearted co-operation received from the Companys Shareholders, Bankers, various authorities of the Governments and business associates,

For and on behalf of the Board of Directors

A. C. SHROFF Chairman

Mumbai, 26th May, 2010.