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Directors Report of Excel Industries Ltd.

Mar 31, 2018

To,

The Members,

Excel Industries Limited

The Directors are pleased to present herewith the 57^th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31^st March, 2018 together with the Auditors Report thereon.

KEY FINANCIAL HIGHLIGHTS

The Companyâs financial performance, for the year ended March 31, 2018 is summarized below:

Rs./Lacs

	2017-18		2016-17
Revenue from Continuing Operations		59414.50		48727.21
Profit before Tax		10630.12		2794.39
Provision for Taxation:
- Current Tax	2664.01		997.83
- Tax in respect of earlier years	(1.99)		(105.51)
- Deferred Tax	661.37	3323.39	(211.30)	681.02
Profit After Tax from continuing operations		7306.73		2113.37
Add: Profit/(loss) from discontinuing operations	(80.57)		(51.52)
Tax on discontinuing operations	27.88		17.83
Profit/(Loss) from discontinuing operations (after tax)		(52.69)		(33.69)
Profit for the year		7254.04		2079.68
Other Comprehensive Income		1876.99		3663.40
Total Comprehensive Income		9131.03		5743.08

DIVIDEND

Your Directors have recommended a dividend of Rs. 12.50/- (250%) per equity share of Face Value of Rs. 5/- each as against the dividend of Rs. 6/- (120%) paid for the previous financial year 2016 -17. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVE

Your Company has transferred Rs. 4500.00 lacs to the General Reserve.

OPERATIONS

During the year under review, the net sales from continuing operations increased from Rs. 48727.21 lacs to Rs. 59414.50 lacs, registering an increase of 21.93%. The exports decrease from Rs. 9616.25 lacs to Rs. 9266.18 lacs registering a decrease of 3.64%. Further, the Company made a profit from its continuing operation before exceptional item and tax Rs. 10630.12 lacs compared to Rs. 2794.39 lacs in the previous year. Net profit after adjusting net loss from discontinuing operation is Rs. 7254.04 lacs as compared to Rs. 2079.68 lacs in the previous year registering an increase of 248.81%.

During the year CRISIL Limited has improved the Credit Rating of the Company to A / stable for Long Term and A1 for Short Term.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The Company has plans to expand capacities of its various products. It has already initiated activities to obtain necessary regulatory approvals and will follow it up with capacity increase.

The Company has undertaken installation of Multiple Effect Evaporator (MEE) system at Roha site which will be commissioned during the course of the financial year 2018-19. This up gradation of our waste water treatment facility is in line with our future needs.

OUTLOOK

Weather agencies have predicted a normal monsoon during the year 2018-19 which augurs well for the demand of agrochemicals. Hence, the Company expects a favorable demand situation for the agrochemical intermediates manufactured by it.

The Company also expects to do well in the other product segments.

The measures taken by the Chinese Government to enforce pollution control norms and also progress towards a market economy will mean that the operating costs for Chinese companies are likely to rise to realistic levels making it easy for Indian companies to compete with them. This development will be favourable for the Company.

The Company is taking several initiatives like debottlenecking/expansions and new product development for taking advantage of the opportunities.

Overall the outlook for the year 2018-19 is positive.

HUMAN RESOURCES

Nurturing human talent is integral part of all human resource practices. Every passing year as your company is growing in years itâs also getting younger by way of young talent coming onboard. This year was focused more on learning and development, performance management and implementation of new human resource system.

At our sites we focused on Safety and System trainings. Extensively training was given in the area of safety to ensure sustainable safety practices, culture and human action. In performance management your Company has done documentation of job role, Key Result Areas for all its key positions. The newly implemented HRMS is a cloud based solution which helps managers to attend to people management responsibilities such as attendance, approvals etc. on the go and swiftly.

Your Company has generally enjoyed cordial relations with its employees. Workers and staff are paid in accordance with the wage agreement established with trade unions.

Employee strength of the Company as on 31^st March, 2018 was 904.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest importance to Environment, Health and Safety (EHS). Continuous investment in infrastructure like MEE & ATFD in Environment management & skill development is being done to ensure that the EHS of the Company is maintained at the highest standards.

The Company, has introduced a new material handling system, thereby vastly improving ergonomics and safety in plant.

QUALITY

Our focus is not only in quality control but also on quality assurance for continual improvement in process and product quality through operational audits, carrying out of technical analysis and the giving of advice on quality improvement. The role of Quality Assurance is to consult with the departments and make sure that product passes to customer standards.

In keeping with this, not only we have been fulfilling evolving need of ISO standards, but also our quality systems and also continuously meeting customer expectations, like Eco Vadis by European customers, Pharma companies audits as well as Responsible Care requirements.

INSURANCE

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

PUBLIC DEPOSITS

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

(a) The Company stopped accepting and renewing the fixed deposits with effect from 1^st April, 2014.

(b) There are no existing deposits from the public and the shareholders of the Company at the end of the FY 2017-18.

Total 28 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31^st March, 2018, was Rs. 9.96 lacs.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any loans, guarantees or investments during the financial year 2017-18.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES

The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited. Also, the Company has one Associate company namely, MobiTrash Recycle Ventures Private Limited.

The salient features of the financial statements of the subsidiaries and the associate as required under Section 129(3) of the Companies Act, 2013 are furnished in Form AOC-1 as Annexure I, forming part of this Report.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Companyâs website at the link http://excelind.co.in/companyPolicies.html.

The financial statements of the subsidiary companies are not attached with this Annual Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with Section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Companyâs website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

UPDATE OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY

The Board of Directors of the Company at their meeting held on 29^th March, 2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Company to Excel Bio Resources Limited, a wholly owned subsidiary of the Company together with all related assets and liabilities, on a going concern basis by way of a slump sale for a consideration of not more than Rs. 10 crores. A Business Transfer Agreement (BTA) was executed between the Company and Excel Bio Resources Limited on 31.03.2017 for the said purpose. One of the condition in BTA pertaining to transfer of Municipal Solid Waste (MSW) Treatment Plant at Ahmedabad, is pending due to non-execution of the renewal Agreement for MSW treatment by the Ahmedabad Municipal Corporation (AMC). The Company is pursuing the matter with AMC and on resolution of the matter the ENBT Division will be transferred to the Subsidiary company.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2017-18 eight meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this annual report.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. N. R. Kannan was appointed as Chief Executive Officer on 14.07.2017.

Mr. Devendra Dosi was appointed as Chief Financial Officer with effect from 08.02.2018 in place of Mr. Kailas D. Dabholkar. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II, forming part of this Report.

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

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

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its Committees and individual Directors at its meeting held on 30^th March, 2018.

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

INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Companyâs operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

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

RELATED PARTY TRANSACTIONS

There were no material transactions during the year with the related party, therefore form AOC 2 which forms part of this Annual Report as Annexure III shows no transaction details.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link http://excelind.co.in/companyPolicies.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companyâs code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Companyâs website http://excelind.co.in/companyPolicies. html.

NOMINATION AND REMUNERATION POLICY

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

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

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

As per the Policy, the remuneration/compensation to whole time Directors shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration/compensation to whole-time Directors shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.

The Nomination and Remuneration Policy is available on the Companyâs website http://excelind.co.in/companyPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

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

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

In the FY 2017-18, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include Conservation of Natural Resources, Rural Development, Promotion of Education, Preventive Health Care, Empowering Women and ensuring Environmental Sustainability.

For the year ended 31^st March, 2018, the Company has spent Rs. 85.10 lacs on aforesaid CSR activities directly or through other registered voluntary organizations like Vivekanand Research & Training Institute, etc.

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

RISK MANAGEMENT

Your Company has voluntarily constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.

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

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

Your Company, through its risk management process strives to contain the impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of Directors comprises of Mr. H. N. Motiwalla (Chairman of the Committee), Mr. P S. Jhaveri, Mr. R. N. Bhogale, Mr. Ravi A. Shroff, Mr. R. M. Pandia and Mrs. Usha A. Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this annual report.

AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

At the 56th annual general meeting of the Company held on 03rd August, 2017, the members of the Company had approved the appointment of M/s Price Water House, Chartered Accountants, LLP, Mumbai, as the Auditors of the Company for a term of 5(five) consecutive years from the conclusion of the 56th annual general meeting until the conclusion of the 61st 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 âseeking ratification of appointment of the auditors (appointed for five year term) at every annual general meetingâ has been omitted. This amendment has come into effect on 7th May, 2018. In view of the this amendment, the ratification of the appointment of the auditors is not necessary.

The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed, Mr. Prashant Diwan, Practising Company Secretary as the Secretarial Auditor of the Company for the year 2017-18 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31^st March 2018 is attached with this Report as Annexure V.

COST AUDITORS

The Board of Directors at their meeting held on 26^th May, 2017 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 for all the applicable products of the Company. The Cost Report for the year ended 31.03.2017 which was required to be filed with the Ministry of Corporate Affairs on or before 26.10.2017, was filed on 12.10.2017.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has complied with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis and Corporate Governance Report together with Auditorsâ Certificate thereon form part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is available on the Companyâs website http://www.excelind.co.in/. and forms part of Annual Report as Annexure VI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure VII, forming part of this Report.

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

There are no significant material order 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 31^st March, 2018 which may affect the financial position of the Company.

INTERNAL FINANCIAL CONTROLS

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

SECRETARIAL STANDARDS

The Directors state that all applicable Secretarial Standards have been duly followed by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2018, the Board of Directors hereby confirms that:

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

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

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

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

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

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

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

The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.

For and on behalf of the Board of Directors

ASHWIN C. SHROFF

Chairman & Managing Director

DIN: 00019952

Date: May 25, 2018

Place: Mumbai

Mar 31, 2017

The Directors are pleased to present herewith the 56^th Annual Report on the business and operations of your Company and the Audited Financial Statements of the Company for the year ended 31^st March, 2017 together with the Auditors Report thereon.

KEY FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended March 31, 2017 is summarized below:

Rs./Lacs

	2016-17		2015-16
Gross Profit for the year	3838.54		5180.73
Less: Depreciation/Amortization	1391.79		1487.52
Profit before Tax before exceptional item		2446.75		3693.21
Exceptional item		2668.78		â
Profit before Tax		5115.53		3693.21
Provision for Taxation:
Current Tax (MAT Payable)	997.83		913.13
Minimum Alternate Tax (MAT credit Entitlement)	(493.87)		â
Adjustment relating to earlier periods (net)	(105.51)		â
Deferred Tax	221.90	620.35	235.72	1148.85
Profit After Tax from continuing operations		4495.18		2544.36
Less: Loss from discontinuing operations	(51.52)		(37.93)
Tax credit of discontinuing operations	17.83	(33.69)	13.13	(24.80)
Profit for the year after tax		4461.49		2519.56
Add:
Balance brought forward from the previous year		1975.82		2137.10
Balance available for Appropriation		6437.31		4656.66
Appropriations:
Proposed Final Dividend*	754.24		565.68
Tax on Dividend	153.55		115.16
Transfer to General Reserve	3500.00		2000.00
		4407.79		2680.84
Carried forward to next year		2029.52		1975.82

* During the year amount of per share dividend to be recognized as distributions to equity shareholders is Rs. 6/-.

DIVIDEND

Your Directors have recommended a dividend of Rs.6 (120%) per equity share of Face Value of Rs.5/- each as against the total dividend of Rs.4.50 (90%) paid for the previous financial year 2015 -16. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVE

Your Company proposes to transfer Rs.35 crores to the general reserve, and an amount of Rs.20.30 crores is proposed to be retained in the Statement of Profit and Loss Account.

OPERATIONS

During the year under review, the net sales from continuing operations increased from Rs.43,457.53 lacs to Rs.44,499.42 lacs, registering an increase of 2.4%. The exports increased from Rs.9,313.01 lacs to Rs.9,616.25 lacs registering an increase of 3.3%. Further, the Company made a profit from its continuing operation before exceptional item and tax Rs.2,446.75 lacs compared to Rs.3,693.21 lacs in the previous year. Net profit after adjusting net loss from discontinuing operation and exceptional item of Rs.33.69 lacs (previous year of Rs.24.80 lacs) and Rs.2,668.78 lacs respectively amounting to Rs.4461.49 lacs as compared to Rs.2,519.56 lacs in the previous year registering an increase of 77%.

NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

The construction of Multipurpose (MPP) plant in Roha is progressing well. First phase of the plant is expected to be commissioned in Q2 of 2017-18.

During the year Pharma Intermediate plant capacity has been enhanced by adding balancing equipments.

The Company has started the production of a new agro intermediate, which is an import substitute through an in house developed process.

OUTLOOK

The Company is a major producer of agrochemical intermediates. India has emerged as a hub for production of Agrochemicals. The Government of India is taking steps to give boost to production of Agrochemicals in India. This augurs well for the Company as it is a leading supplier of intermediates for agrochemicals.

Currently, China is a major competitor in the area of agrochemical intermediates. The tightening of environmental norms in China might lead to cut down in their production and increase in prices of imported intermediated from China. This development will be favourable for the Company.

Further, a normal monsoon has been predicted for the current year which is a good sign for agrochemical industry.

In light of the above, the overall outlook for the financial year 2017-18 looks positive for agrochemical intermediates.

HUMAN RESOURCES

With steadfast commitment for enhancement of performance and human talent your Company has undertaken various initiatives in the gamut of talent management, learning and development. One of such initiatives is linkage of performance to variable pay, where employees are given incentive based on their individual and division''s performance. Recent union agreement with employees at Lote Plant is a skill based agreement; where employees in the cadre of staff and worker are graded based on their techno-functional competence. For every position a skill-matrix is developed which denotes techno-functional competence from Level 1(beginner) to Level 5(master). Job rotations and on the job assignments are assigned to employees to enrich their working experience and to develop competence in the functional domain as well as in other disciplines.

Welfare practices at factories and corporate office are focused on holistic wellbeing of employees, apart from providing comfortable and safe work environment a well-balanced diet is provided in canteen at all locations to ensure good health and wellness of employees. At the Company''s premises consultation by doctors is provided along with regular health check-up.

Your Company has generally enjoyed cordial relations with its employees. Worker and staff employees are paid in accordance with the wage agreement established with trade unions.

Employee strength of the Company as on 31^st March, 2017 was 909.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest importance to Environment, Health and Safety (EHS). Continuous investment in infrastructure, skill building and systems is done to ensure that the EHS of the Company is maintained at the highest standards.

In October ''16 the Company''s Responsible Care logo was renewed after an comprehensive audit by Indian Chemical Council and is extending extensive mentorship to other Industries for Responsible Care.

The Company, for catering to the increased demand of Phosphorus Pentasulphide, has introduced a new totebin handling system, thereby vastly improving ergonomics and safety in plant.

QUALITY

The subject of quality has been moving from a mere technical requirements to a holistic approach, by the Company as also the customers and regulators. This is particularly so in case of chemical industry.

In keeping with this, not only we have been fulfilling evolving need of ISO standards, but also our quality systems and also continuously meeting customer expectations, like EcoVidis by European customers, Pharma companies audits as well as Responsible Care requirements.

We continue to invest in expertise and facilities as also training of our personnel for continuous improvement in Quality. INSURANCE

PUBLIC DEPOSITS

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

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

(b) The amount of existing deposits from the public and the shareholders of the Company at the end of the FY 2016-17 aggregates to Rs.15.18 lacs.

Total 45 Deposit holders did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31^st March, 2017, was '' 15.18 lacs.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any loans, guarantees or investments during the financial year 2016-17.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATES COMPANIES

The Company has two subsidiaries namely, Kamaljyot Investments Limited and Excel Bio Resource Limited. Also, the Company has one Associate company namely, MobiTrash Recycle Ventures Private Limited.

The salient features of the financial statements of the subsidiaries and the associate as required under Section 129 (3) of the Companies Act, 2013 are furnished in Form AOC-I as Annexure I, forming part of this Report.

The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at the link http://excelind.co.in/companyPolicies.html.

The financial statements of the subsidiary companies are not attached with this Annual Report. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same in accordance with Section 136 of the Companies Act, 2013. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and are also available on the Company''s website: http://excelind.co.in/annualReports.html. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and its associate company.

TRANSFER OF ENVIRONMENT AND BIO-TECH DIVISION OF THE COMPANY

The Board of Directors of the Company at their meeting held on 29th March, 2017 had approved the transfer of Environment and Bio-Tech (ENBT) Division of the Company to Excel Bio Resources Limited, a wholly owned subsidiary of the Company together with all related assets and liabilities, on a going concern basis by way of a slump sale for a consideration of not more than Rs.10 crores. A Business Transfer Agreement was executed between the Company and Excel Bio Resources Limited on 31.03.2017 for the said purpose. The investment of the Company in ENBT division is less than 20% of the net worth of the Company and also the income of the division is less than 20% of the Income of the Company, therefore, this division is not regarded as Undertaking as per Section 180(1)(a) of the Companies Act, 2013, hence, shareholders'' approval was not required.

NUMBER OF MEETINGS OF THE BOARD

During the FY 2016-17 seven meetings of the Board of Directors were held, details of the meetings held are provided in the Corporate Governance Report forming part of this annual report.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

NOMINATION AND REMUNERATION POLICY

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

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

Particulars of the Company''s Remuneration Policy and information required under Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II, forming part of this Report.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of every employee covered under the said rule are available at the Registered Office of the Company during working hours for a period of 21 days before the Annual General Meeting and shall be made available to any shareholder upon request.

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

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

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors at its meeting held on 29^th March, 2017.

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

(i) Declaration from Independent Directors

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company''s operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered into during the financial year 2016-17 were at an arm''s length and in ordinary course of business.

The details of material transactions with related party are provided in Form AOC 2 as Annexure III, forming part of this Report.

All related party transactions as required under Accounting Standards 18 have been reported in the Notes to financial statements of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://excelind.co.in/companyPolicies.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed âWhistle Blower Policyâ for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company''s code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Company''s website http://excelind.co.in/companyPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

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

In the FY 2016-17, the Company has undertaken various CSR activities at Roha, Lote and Mumbai. The CSR activities include water harvesting, rural development, promotion of education, animal welfare, women empowerment, entrepreneurship development, Swatchha Bharat/Sanitation programme and protection of environment.

For the year ended 31^st March, 2017, the Company has spent Rs.75.84 lacs on aforesaid CSR activities directly or through other registered welfare organizations like Vivekanand Research & Training Institute, etc.

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

RISK MANAGEMENT

Your Company has voluntarily constituted a Risk Management Committee to formulate a policy for risk management for implementing and monitoring the risk management plan of the Company.

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

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

Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk taking ability as agreed from time to time with the Board of Directors.

AUDIT COMMITTEE

The Audit Committee of Directors comprises of Mr H N Motiwalla (Chairman of the Committee), Mr. P S Jhaveri, Mr. R N Bhogale and Mrs. Usha A Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report forming part of this annual report.

STATUTORY AUDITORS

The Audit Committee and the Board of Directors of the Company at their meeting held on 24^th May, 2017 and 26^th May, 2017 respectively had recommended the appointment of Price Waterhouse, Chartered Accountants LLP having firm registration no. 012754N/N500016 as the new Statutory Auditors of the Company for a period of five years from the conclusion of this Annual General Meeting subject to ratification by members every year in place of existing Auditors S R B C & Co LLP Chartered Accountants who will be retiring at this Annual General Meeting in compliance with mandatory rotation of Auditors as per the provisions of Section 139(2) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed, Mr. Prashant Diwan, Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2016-17 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report of the Company issued by Mr. Prashant Diwan for the financial year ended 31^st March 2017 is attached with this Report as Annexure V.

COST AUDITORS

The Board of Directors at their meeting held on 27^th May, 2016 had appointed M/s Kishore Bhatia & Associates (Firm Registration No. 00294), Practicing Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17 for all the applicable products of the Company. The Cost Audit Report for the year ended 31.03.2016 which was required to be filed with the Ministry of Corporate Affairs on or before 15.10.2016, was filed on 14.10.2016.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

EXTRACT OF ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

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

There are no significant material order 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 31^st March, 2017 which may affect the financial position of the Company.

INTERNAL FINANCIAL CONTROLS

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2017, the Board of Directors hereby confirms that:

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

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

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

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

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

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

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

The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.

For and on behalf of the Board of Directors

ASHWIN C. SHROFF

Chairman & Managing Director

DIN: 00019952

Date: 26^th May, 2017

Place: Mumbai

Mar 31, 2015

The Members,

Excel Industries Limited

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

KEY FINANCIAL HIGHLIGHTS

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

(Rs.in Lacs)

2014-15 2013-14

Gross Profit for the year 6499.23 3156.48

Less: Depreciation/ Amortization 1469.90 1103.06

Profit before Tax 5029.33 5029.33 2053.42 2053.42

Provision for Taxation:

Current Tax (1239.15) (581.00)

Adjustment of tax related to earlier year 655.12 186.06

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

Profit After Tax 4056.43 1748.15

Add:

Balance brought forward from the previous year 1314.29 1244.60

Balance available for Appropriation 5370.72 2992.75

Appropriations:

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

Interim Dividend 327.17 Â

Tax on Interim Dividend 65.42 Â

Proposed Dividend 476.23 408.96

Tax on Proposed Dividend 96.95 69.50

Transfer to General Reserve 2000.00 1200.00

3233.62 1678.46

Carried forward to next year 2137.10 1314.29

DIVIDEND

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

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

AMOUNT TRANSFERRED TO RESERVE

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

OPERATIONS

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

NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

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

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

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

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

OUTLOOK

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

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

HUMAN RESOURCES

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

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

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

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

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

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

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

ENVIRONMENT, HEALTH AND SAFETY

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

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

QUALITY

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

INSURANCE

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

PUBLIC DEPOSITS

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

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

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

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

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

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

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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

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

NUMBER OF MEETINGS OF THE BOARD

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

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

NOMINATION AND REMUNERATION POLICY

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

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

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

As per the Policy, the remuneration/compensation to Whole-time Directors shall be recommended by the Nomination and Remuneration Committee to the Board for its approval. However, the remuneration/compensation to Whole-time Directors shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. Further, the Non-Executive Directors shall be entitled to the fees for attending meetings of Board and Committees, and also to the commission within the overall limit prescribed in the Companies Act, 2013.

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

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

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

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

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

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

INDEPENDENT DIRECTOR

(i) Declaration from Independent Directors

The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

(ii) Criteria for Performance Evaluation

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company's operations and business and contribution at Board Meetings.

(iii) Details of Familiarization Programme

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

RELATED PARTY TRANSACTION

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement has framed "Whistle Blower Policy" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company's code of conduct and ethics policy. The Whistle Blower Policy of the Company is available on the Company's website http://excelind.co.in/companyPolicies.html.

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

RISK MANAGEMENT

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

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

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

Your Company, through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

AUDIT COMMITTEE

The Audit Committee of Directors comprises of Mr. H. N. Motiwalla (Chairman of the Committee), Mr. P S. Jhaveri, Mr. R. N. Bhogale and Mrs. Usha A. Shroff. All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company. The terms of reference and other details of the Audit Committee are available in the Corporate Governance Report, forming part of this annual report.

STATUTORY AUDITORS

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

COST AUDITORS

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

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

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

EXTRACT OF ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy and technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out in Annexure VII, forming part of this Report.

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

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

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

The reports of Statutory Auditors and Secretarial Auditors are free from any qualification, reservation or adverse remark or disclaimer. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.

For and on behalf of the Board of Directors

ASHWIN C. SHROFF Chairman & Managing Director DIN: 00019952

Date : 30th July, 2015 Place: Mumbai

Mar 31, 2014

DEAR MEMBERS,

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

1. FINANCIAL RESULTS

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

Gross Profit for the year was 3156.48 3183.56

Less: Depreciation/Amortization 1103.06 1013.21

Leaving a net profit before Tax 2053.42 2053.42 2170.35 2170.35

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

Adjustment of tax related to 186.06 80.48 earlier year

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

Profit After Tax 1748.15 1481.56 Add thereto

Balance brought forward from 1244.60 1145.81 the previous year

Leaving a balance available 2992.75 2627.37 for Appropriation

Appropriations:

Proposed Dividend 408.96 327.17

Tax on Dividend 69.50 55.60

Transfer to General Reserve 1200.00 1000.00 1678.46 1382.77

Carried forward to next year 1314.29 1244.60

2. DIVIDEND

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

3. OPERATIONS

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

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

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

5. OUTLOOK

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

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

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

6. ENVIRONMENT, HEALTH AND SAFETY

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

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

7. QUALITY

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

8. INSURANCE

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

9. SUBSIDIARY COMPANIES

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

10. FIXED DEPOSITS

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

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

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

11. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

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

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

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

12. DIRECTORS

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

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

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

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

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

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

13. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

14. DIRECTORS'' RESPONSIBILITY

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

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

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

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

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

15. CORPORATE GOVERNANCE

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

16. HUMAN RESOURCES

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

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

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

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

17. OTHER INFORMATION

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

18. AUDITORS

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

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

19. COST AUDITORS

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

20. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support and co-operation received from the Shareholders, Government Authorities, Bankers, Investors, Customers and Suppliers.

For and on behalf of the Board of Directors

A. C. SHROFF Chairman & Managing Director

Mumbai, 8th August, 2014.

Mar 31, 2013

TO THE MEMBERS,

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

1. FINANCIAL RESULTS

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

(Rs. in Lacs)

2012-13 2011-12

Gross Profit for the year was 3181.30 2146.30

Less: Depreciation/Amortisation 1013.21 969.55

Leaving a net profit before exceptional item and Tax 2168.09 1176.75

Exceptional item 724.01

Leaving a net profit before Tax 2168.09 1900.76

Provision for Taxation:

Current Tax (703.00) (364.00)

Adjustment of tax related to earlier year 80.48 2.20

Minimum Alternate Tax (Entitlement) 12.00

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

1479.31 1514.33

Add thereto/ (reduce there from):

Prior period adjustments 2.25 (46.50)

Profit After Tax 1481.56 1467.83

Add thereto

Balance brought forward from the previous year 1145.81 1131.47

Leaving a balance available for Appropriation '' 2627.37 2599.30

Appropriations:

Proposed Dividend 327.17 218.11

Tax on Dividend 55.60 35.38

Transfer to General Reserve 1000.00 1200.00

1382.77 1453.49

Carried forward to next year 1244.60 1145.81

2. DIVIDEND

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

3. OPERATIONS

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

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

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

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

5. OUTLOOK

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

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

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

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

7. QUALITY

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

8. INSURANCE

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

9. SUBSIDIARY COMPANIES

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

10. FIXED DEPOSITS

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

11. DIRECTORS

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

12. CORPORATE SOCIAL RESPONSIBILITY

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

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

13. DIRECTORS''RESPONSIBILITY

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

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

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

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

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

14. CORPORATE GOVERNANCE

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

15. HUMAN RESOURCES

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

Employee relations continue to be cordial and harmonious.

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

16. OTHER INFORMATION

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

17. AUDITORS

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

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

18. COST AUDITORS

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

19. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

A. C. SHROFF

Chairman & Managing Director

Mumbai,

24th May, 2013.

Mar 31, 2012

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

1. FINANCIAL RESULTS

The salient features of the Company's working are:

(Rs in Lacs)

2011-12 2010-11

Gross Profit for the year was 2146.30 3009.45

Less: Depreciation/Amortisation 969.55 974.20

Leaving a net profit before exceptional item and Tax 1176.75 2035.25

Exceptional item 724.01 -

Leaving a net profit before Tax 1900.76 2035.25

Provision for Taxation:

Current Tax (364.00) (703.00)

Minimum Alternate Tax(Entitlement) 12.00 --

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

1512.13 1430.90

Add thereto/(reduce there from):

Prior period adjustments (46.50) (105.25)

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

Profit After Tax 1467.83 1341.72 Add thereto:

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

Appropriations:

Proposed Dividend 218.11 408.96

Tax on Dividend 35.38 66.34

Transfer to General Reserve 1200.00 1100.00

1453.49 1575.30

Carried forward to next year 1145.81 1131.47

2. DIVIDEND

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

3. OPERATIONS

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

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

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

5. OUTLOOK

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

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

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

7. QUALITY

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

8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

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

9. INSURANCE

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

10. SUBSIDIARY COMPANIES

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

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

11. FIXED DEPOSITS

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

12. DIRECTORS

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

13. SOCIAL RESPONSIBILITY

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

14. DIRECTORS' RESPONSIBILITY

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

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

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

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

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

15. CORPORATE GOVERNANCE

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

16. HUMAN RESOURCES

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

Employee relations continue to be cordial and harmonious.

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

17. OTHER INFORMATION

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

18. AUDITORS

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

19. COST AUDITORS

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

20. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

A. C. SHROFF

Chairman & Managing Director

Mumbai, 25th May, 2012.

Mar 31, 2011

The Directors have pleasure in presenting the 50th 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 3009.45 2132.57

Less: Depreciation/Amortisation 974.20 992.96

Leaving a net profit before Tax 2035.25 1139.61

Provision for Taxation:

Current Tax (703.00) (126.00)

In respect of earlier year 16.07 (136.27)

Minimum Alternate Tax (Entitlement) Ã 178.75

Deferred Tax 98.65 588.28 (449.03) 532.55

1446.97 607.06

Add thereto/(reduce therefrom):

Adjustment in respect of earlier years (net) (105.25) 189.53

1341.72 796.59

Add thereto:

Balance brought forward from the previous year 1365.05 1122.80

Leaving a balance available for Appropriation 2706.77 1919.39

Appropriations:

Proposed Dividend 408.96 218.11

Tax on Dividend 66.34 36.23

Transfer to General Reserve 1100.00 300.00

1575.30 554.34

Carried forward to next year 1131.47 1365.05

2. DIVIDEND

Your Directors have recommended a Dividend of 75% amounting to Rs. 3.75 per equity share of Rs. 5/- each, including a special dividend of 25% (Rs. 1.25 per equity share) on the occasion of 50th year as compared to a dividend of 40% (Rs. 2/- per share) in the previous year.

3. OPERATIONS

During the year under review, the net sales increased from Rs. 222.32 crores to Rs. 254.12 crores, registering a growth of 14% and exports increased from Rs. 54 crores to Rs. 60 crores registering an increase of 11 %. During the year under review, the Company had a profit before tax of Rs. 20.35 crores compared to Rs. 11.40 crores in the previous year, and had a profit after tax of Rs. 13.42 crores compared to Rs. 7.97 crores in the previous year.

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

Capacity for producing Pharma intermediates is being enhanced and certain balancing equipments are being installed to expand the capacity of existing products and to manufacture new range of products.

5. OUTLOOK

The Companys chemical products are sold in" different market segments like, Agrochemicals, Polymers, Pharma Intermediates, sequesterants, Mining Chemicals and Biocides, etc. While majority of the products enjoy reasonable market share and capacity utilization, some products are experiencing maturation, low growth and attrition in market share and competition and inadequate profitability. The Company is examining ways to add value, improve costs and profitability and, if better replacement products are possible, to phase these out.

With revival of economy in India and elsewhere, the prices of several raw materials have gone up. Along with rise in price of crude oil, both the chemicals and energy products derived out of crude oil have started rising. These will need to be carefully monitored and their impact minimized through techno commercial efforts, and ultimately, wherever feasible, passed on to consumers.

Govt, of India vide its Notification No. 74/2010 dated 7th July, 2010 had levied anti-dumping duty on the product Diethyl Thiophosphoryl Chloride originating in or exported from Peoples Republic of China. The said notification was challenged by one of the importers in the Gujarat High Court.

The hearing in respect of the said petition took place on 5th May, 2011. We have been advised by our Solicitor that the said petition was allowed and judgement is stayed till 10th July, 2011. In the said petition, one of the pleas of the petitioner was to quash the said notification on the basis of judgement rendered by the Honble Supreme Court in another case.

The Environment & Biotech Division is expected to do better, both in terms of Ahmedabad Plants performance, as also the OWC Machine sales.

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

7. QUALITY

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

8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

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

9. INSURANCE

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

10. SUBSIDIARY COMPANY

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other statements of the Subsidiary Company are not being attached with the Annual Report of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will

also be kept open for inspection at the Registered Office of the Company and are also being posted on the Companys website: http://www.excelind.co.in. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

11. FIXED DEPOSITS

The amount of fixed deposits from the public and loans from the shareholders at the end of the year under review aggregated to Rs. 18,49.80 lacs. 42 Depositors did not claim their deposits after the date on which the deposits became due for payment. The amount due on such deposits and remaining unclaimed as on 31st March, 2011, was Rs. 9.79 lacs. It has come down to Rs. 8.54 lacs as on the date of this Report.

12. DIRECTORS

Mr. R. N. Bhogaie and Mr. Dipesh K. Shroff, Directors, will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

13. SOCIAL RESPONSIBILITY

The Company has been supporting and helping activities and organizations contributing the rural development, children welfare and various social projects. The Company continues to discharge its social responsibilities with the spirit of duty towards the community.

14. DIRECTORSRESPONSIBILITY

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

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

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

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

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

15. CORPORATE GOVERNANCE

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

16. HUMAN RESOURCES

Human Resource Management has always been the focus area for the Company.

The Company continuously strives to upgrade the knowledge and skills of the employees for better performance.

Measures for safety, training and development and welfare of employees receive highest priority.

Human Resource policies and practices are regularly reviewed and revised to suit the employee and organization needs.

Employee relations continue to be cordial and harmonious.

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

17. OTHER INFORMATION

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

18. AUDITORS

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

19. COST AUDITORS

As per the requirements of the Central Government and pursuant to the provisions of Section 233B of the Companies Act, 1956, the audit of the Cost Accounts relating to group of products "Insecticides" is being carried out every year. The Company had appointed Mr. Kishore Bhatia, Cost Auditor, Mumbai to audit the cost accounts for the year 2010-11 i.e. from 1st April, 2010 to 31st March, 2011 for which necessary approval of the Central Government has been received vide their letter No. 52/184/ CAB/1995 dated 19th February, 2010. The Cost Audit Report in respect of Financial Year 2009-10 which was due to be filed with the Ministry of Corporate Affairs on 27th September, 2010, was filed on 12th August, 2010. The Cost Audit Report in respect of Financial Year 2010-2011 will be filed on or before the due date i.e. 27th September, 2011.

20. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the support of the shareholders, government authorities, other investors, customers and suppliers, for the faith reposed in the Company and its management.

For and on behalf of the Board of Directors

A. C. SHROFF Chairman & Managing Director

Mumbai, 20th May, 2011.

Mar 31, 2010

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

1. FINANCIAL RESULTS

The salient features of the Companys working are:

(Rupees in Lacs) 2009-10 2008-09

Gross Profit for the year was 2132.57 11,39.99

Less: Depreciation 992.96 10,02.91

Leaving a net profit before Tax 1139.61 1,37.08

Provision for Taxation:

Current Tax (126.00) (9.00)

In respect of earlier year (136.27) (6.57)

Minimum Alternate Tax Entitlement 178.75 7.00

Deferred Tax (449.03) (25.52)

Fringe Benefit Tax -- 532.55 (28.50 (62.59)

607.06 74.49

Add thereto/(reduce therefrom):

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

796.59 44.15

Add thereto:

Balance brought forward from the previous year 1122.80 12,42.45

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

Appropriations:

Proposed Dividend 218.11 54.53

Tax on Dividend 36.23 9.27

Transfer to General Reserve 300.00 100.00

554.34 163.80

Carried forward to next year 1365.05 11,22.80

2. DIVIDEND

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

3. OPERATIONS

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

4. NEW PROJECTS/EXPANSIONS/IMPROVEMENTS

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

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

5. OUTLOOK

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

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

6. ENVIRONMENT, HEALTH AND SAFETY (EHS)

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

7. QUALITY

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

8. EDUCATION, LEARNING AND HUMAN DEVELOPMENT

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

9. INSURANCE

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

10. SUBSIDIARY COMPANY

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

11. FIXED DEPOSITS

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

12. DIRECTORS

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

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

13. SOCIAL RESPONSIBILITY

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

14. DIRECTORS RESPONSIBILITY

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

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

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

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

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

15. CORPORATE GOVERNANCE

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

16. HUMAN RESOURCES

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

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

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

17. OTHER INFORMATION

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

18. AUDITORS

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

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

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

19. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

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

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