Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting their 14thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. FINANCIAL HIGHLIGHTS
_(Rs. In Lacs)
Particulars |
For the year ended March 31, 2016 |
For the year ended March 31, 2015 |
Total Revenue |
39,92.83 |
2327.12 |
Profit before Interest, Depreciation & Tax |
183.66 |
190.77 |
Less: Interest |
92.85 |
90.51 |
Less: Depreciation |
32.88 |
47.63 |
Profit/ (Loss) Before Tax |
57.93 |
52.63 |
Less: Tax Expenses |
||
1. Current Tax |
19.55 |
20.81 |
2. Deferred Tax |
(0.29) |
(4.52) |
Net Profit/ (Loss) for the year |
38.67 |
36.34 |
Add: Amount brought forward from Last Year |
6538.01 |
6678.52 |
Appropriations: |
||
Less: retained earnings on Disposal of fixed asset |
0.00 |
176.86 |
Proposed Dividend |
Nil |
Nil |
Tax on Proposed Dividend |
Nil |
Nil |
Transfer to General Reserve |
Nil |
Nil |
Balance carried forward to Balance Sheet |
6576.68 |
6538.01 |
2. DIVIDEND
To retain the profit for the future business plan of the Company, the management thought it prudent not to declare dividend on equity shares of the Company.
3. RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2015-2016.
4. DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR
During the year under review the Company has earned Total Revenue of Rs. 3992.83 lacs as against of Rs. 2327.12 lacs in the previous year.
The Net profit for the current year is Rs. 38.67 lacs as against Rs. 36.34 lacs in the previous year.
5. NATURE OF BUSINESS
The Company is engaged in Infra Activity, IT & BPO activities & general trading activities.
6. CHANGE IN THE NATURE OF BUSINESS
The Company had altered its main objects by passing a special resolution through Postal Ballot on March 21, 2016 and have included the business of general trading in the Main Objects of the Company.
7. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report.
8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companyâs operations in future.
9. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.
10. SUBSIDIARY
The details, performance and financial position of the Subsidiary Company included in the consolidated financial Statement are in form AOC-1 in Annexure I to this report.
11. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.
12. STATUTORY AUDITORS
Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed there under M/s. S. G. Kabra & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 13th Annual General Meeting of the Company held on Monday, September 21, 2015, till the conclusion of the Annual General Meeting for the financial year 2016-2017 of the Company, subject to the ratification of their appointment at every Annual General Meeting.
13. AUDITORSâ REPORT
The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
14. SHARE CAPITAL
The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.
15. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the annual return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Boardâs report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A) Energy Conservation &Technology Absorption
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. Company believes in conservation of energy and resources to help create a better tomorrow.
The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipmentâs. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
B) Foreign Exchange Earnings and Outgo:
The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:
(Amount in lacs)
a. |
Total foreign exchange earned |
46.48 |
b. |
Total foreign exchange outgo |
1.28 |
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.
18. DIRECTORS:
A) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Ravi Prakash Sinha - Independent & Non-Executive Director had resigned with effect from October 4, 2015 and Mr. Subrata Kumar Dey was appointed as Additional Independent & Non-Executive Director with effect from November 9, 2015.
Further, Mrs. Monika Shah had resigned as the Chief Financial Officer of the Company with effect from May 31, 2015 and Mr. Pramod Kokate has been appointed as Chief Financial Officer with effect from August 13, 2015.
B) Declaration by an Independent Director(s) and re- appointment, if any
The Company has received declarations from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
C) Formal Annual Evaluation
In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial year 2015-2016.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 times during the financial year ended March 31, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Additionally, during the financial year ended March 31, 2016 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. For further information please refer Report on Corporate Governance under the head Board of Directors.
20. AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, âAudit Committeeâ for matters relating to constitution, meetings and functions of the Committee.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Policy has been disclosed on the Companyâs website www.excel-infoways.com.
22. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, âNomination & Remuneration Committeeâ for matters relating to constitution, meetings and functions of the Committee. The Companyâs Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as in Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans and Investment made by the Company to other Corporate or persons are given in notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on armsâ length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 hence Form AOC-2 is not required to be furnished. The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companyâs website www.excel-infoways.com.
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting up to the date of the Annual General Meeting during the business hours on working days.
26. SECRETARIAL AUDIT REPORT
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2015-2016. The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2015-2016 forms part to this report as Annexure IV. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
27. CORPORATE GOVERNANCE CERTIFICATE
Certificate from the Auditors of the Company, M/s. S. G. Kabra & Co, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached to the Report on Corporate Governance.
28. RISK MANAGEMENT
The Company believes that managing risk helps in maximizing returns. The Companyâs approach to addressing business risk is to periodically assess risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in strategy, business and operational plans. As per Section 134(3)(n) of the Companies Act, 2013, the Board of Directors have approved the Risk Management Policy for the Company. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.
29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
During the year under review the Company has not received any complaints on sexual harassment.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.
31. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of this Annual Report.
32. UNPAID AND UNCLAIMED DIVIDENDS
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 21, 2015 (date of last Annual General Meeting) as also on the Ministry of Corporate Affairâs website
The last date of claiming unclaimed and unpaid dividends declared for 2009-2010 from the Company is October, 2017.
33. DIRECTORSâ RESPONSIBILITY STATEMENT
The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. ACKNOWLEDGMENTS
The Board gratefully acknowledges the support given and valuable guidance rendered by all financial institutions, banks, Government authorities, customers, vendors, members, shareholders. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.
For and on behalf of the Board of Directors
sd/-
Lakhmendra Khurana
Place: Mumbai Chairman and Managing Director
Date: May 26, 2016 DIN: 00623015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 12th Annual Report
along with the audited accounts of the Company for the year ended March
31, 2014.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars For the year For the year
ended 31-3-2014 ended 31-3-2013
Income from Operation and other income 1315.05 3059.90
Profit before Depreciation 142.34 433.48
Less: Depreciation 48.29 49.47
Profit before Tax 94.05 384.01
Provision for Tax 17.92 75.54
Deferred Tax (3.80) (2.16)
MAT credit Entitlement 12.09 52.67
Profit after Tax but before Prior
period adjustments 67.84 257.96
Less: Prior period adjustments 5.35 11.84
Profit after Tax and Prior period
adjustments 62.49 246.12
Add: Balance B/f. From last year 6616.03 6369.91
Amount available for appropriation 6678.52 6616.03
Less: Dividend - -
Less: Dividend Tax - -
Balance carried to Balance Sheet 6678.52 6616.03
RESULTS OF OPERATIONS
During the year under review, Company has earned total income from
operations of Rs.1315.05 lacs as against Rs.3059.90 lacs in the
previous year. The Profit after Tax and prior period adjustments is
Rs.62.49 lacs in the current year as against Rs.257.96 lacs in the
previous year.
Due to change in policies regarding export of services in our major
client country i.e. USA, we were not able to garner sales as compared
to previous year and hence profit from BPO enabled services declined.
As we were unable to win major contracts of Infra Activity, the sales
and profit from Infra activity also declined.
DIVIDEND
In the absence of adequate profits, the management thought it prudent
not to declare dividend on equity shares of the Company. MANAGEMENT''S
DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange forms part of this Annual Report.
SUBSIDIARY
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance sheet, Statement of
Profit and Loss and other documents of the subsidiary company are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary company is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the annual accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
company will also be kept open for inspection at the Registered Office
of the Company. The consolidated Financial Statements presented by the
Company include the financial results of its subsidiary company.
DIRECTORS
As per the provisions of Companies Act, 2013, and Articles of
Association of the Company, Mrs. Ranjana Khurana, Executive Director of
the Company, will retire at the ensuing Annual General Meeting and
being eligible, seeks re-appointment. The Board of Directors recommends
her appointment.
Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha and Mr. Binoy Gupta,
Independent Directors of the Company were appointed as directors liable
to retire by rotation under the provisions of erstwhile Companies Act,
1956. As per sub-section (13) of section 149 of the Companies Act, 2013
the provisions of sub-sections (6) and (7) in respect of retirement of
directors by rotation shall not be applicable to independent directors.
Sub-section (10) of section 149 of Companies Act, 2013 (effective April
1, 2014) provides that independent directors shall hold office for a
term of up to five consecutive years on the Board of the company and
shall be eligible for re-appointment on passing a special resolution by
shareholders of the company. Sub-section (11) of section 149 of
Companies Act, 2013, states that no independent director shall hold
office for more than two consecutive terms of five years.
The Company has received requisite notice in writing from members
proposing the appointment of Mr. Ramesh Joshi, Mr. Ravi Prakash Sinha
and Mr. Binoy Gupta as independent directors. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as
prescribed, both, under sub-section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
The term of office of Mr. Arpit Khurana as Executive Director of the
Company expires on August 10, 2014. The Company has received requisite
notice in writing from a member proposing re-appointment of Mr. Arpit
Khurana as Executive Director of the Company.
The Board of Directors has approved the re-appointment of Mr. Arpit
Khurana as Executive Director w.e.f August 11, 2014 for a further
period of three (3) years. The re-appointment is subject to the
approval of shareholders in the said Annual General Meeting. As per
the provisions of Companies Act, 2013, and Articles of Association of
the Company, the approval of the shareholders is sought for the said
appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
* in the preparation of annual accounts, for the year ended March 31,
2014, the applicable accounting standards read with the requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and there are no material departures;
* the Directors have selected such accounting policies in consultation
with the statutory auditors and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March
31, 2014 and of the profit of the Company for the year ended on that
date;
* the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
* the Directors have prepared the annual accounts of the Company on a
going concern basis.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting of the Company and are eligible for
re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
clause (g) of sub-section (3) of Section 141 of the Companies Act, 2013
and that they are not disqualified for such re-appointment.
AUDITORS'' REPORT
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
UNPAID AND UNCLAIMED DIVIDENDS
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on July 31, 2013
(date of last Annual General Meeting) on the Company''s website
(www.excel-infoways.com), as also on the Ministry of Corporate Affair''s
website.
The last date for claiming unclaimed and unpaid dividends declared for
2009-10 from the Company is September 8, 2017.
DEPOSITS
During the year under review, Company has not accepted any fixed
deposits and as such, no amount of principal or interest was
outstanding as on the Balance Sheet date.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
PARTICULARS OF EMPLOYEES
During the financial year 2013-14, no employee was in receipt of
remuneration in excess of limit prescribed under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
EMPLOYEE RELATIONS
The relationship of your Company with its employees remained cordial
throughout the year. The Company has various policies and procedures to
attract and retain its employees. Most of the employees of your Company
are educated and the Company provides training on various soft skills,
domain knowledge and effective communication skills. Your Company is
focused on improving the overall experience including health and mental
well-being of its employees; and to that end it regularly conducts
health checks. The Company also provides many benefits and incentives
to its employees to help, motivate and retain valued employees.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION
Provisions of section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 in relation to conservation of energy and
technology absorption are currently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo, as required to be disclosed
under section 217(1)(e) of the Companies act, 1956 read with the
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 are provided in Annexure I to this report.
ACKNOWLEDGEMENT
Your directors would like to express their appreciation for the
assistance and co-operation received from the shareholders, creditors,
financial institutions, banks, government authorities, customers and
vendors during the year under review. Your directors also wish to place
on record their deep sense of appreciation for the committed services
by the executives, staff and workers of the Company.
For and on behalf of the Board of Directors
sd/- sd/-
Lakhmendra Khurana Ranjana Khurana
Chairman and Managing Executive Director
Director
Place : Mumbai
Date : May 19, 2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting their 11th Annual Report
along with the audited accounts of the Company for the year ended March
31, 2013.
FINANCIAL HIGHLIGHTS
(Rs.In Lacs)
Particulars For the year For the year
ended
31-3-2013 ended
31-3-2012
Income from Operation and
other income 3,059.90 1,622.78
Profit before Depreciation 433.48 411.42
Less: Depreciation 49.47 89.15
Profit before Tax 384.01 322.27
Provision for Tax 75.54 65.63
Deferred Tax (2.16) (13.13)
MAT credit Entitlement 52.67 55.83
Profit after Tax but before
Prior period adjustments 257.96 213.94
Less: Prior period adjustments 11.84 8.75
Profit after Tax and Prior
period adjustments 246.12 205.19
Add: Balance B/f. From last year 6,369.91 6,164.72
Amount available for appropriation 6,616.03 6,369.91
Less: Dividend
Less: Dividend Tax
Balance carried to Balance Sheet 6,616.03 6,369.91
OPERATIONS
As the Company diversified into infra activity and operating into two
segments, the Company could sustain its level of profitability as last
year and continued to make efforts to make progress on its planned path
to growth.
During the year under review, Company has earned total income from
operations of Rs. 3059.90 lacs as against Rs. 1622.78 lacs in the previous
year, translating into a growth of 88.56%. The Profit after Tax and
prior period adjustments increased by 19.95% from Rs. 205.19 lacs in the
previous year to Rs. 246.12 lacs in the current year.
DIVIDEND
With a view to conserve resources, the management thought it prudent
not to declare dividend on equity shares of the Company.
SUBSIDIARY
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance sheet, the
Statement of Profit and Loss and other documents of the subsidiary
company are not being attached with the Balance Sheet of the Company.
However the financial information of the subsidiary company is
disclosed in the Annual Report in compliance with the said circular.
The Company will make available the annual accounts of the subsidiary
company and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary company will also be kept open for
inspection at the Registered Office of the Company. The consolidated
financial statements presented by the Company include the financial
results of its subsidiary company.
DIRECTORS
In terms of sections 255 and 256 of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Arpit Khurana and Mr. Binoy
Gupta, Directors retire by rotation and being eligible, offer
themselves for re-appointment.
The Board of Directors has approved the re-appointment of Mrs. Ranjana
Khurana as an Executive Director w.e.f January 01, 2014 for a further
period of five (5) years, on such terms and conditions as set out in
the Explanatory Statement annexed to the notice of the forthcoming
Annual General Meeting. The re-appointment is subject to the approval
of shareholders in the said Annual General Meeting.
DIRECTORSÂ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that
- in the preparation of annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- the Directors have selected such accounting policies in consultation
with the statutory auditors and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the Profit of the Company for the financial
year;
- the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants, Mumbai, Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting of the Company and are eligible for
re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of section 226
of the Companies Act, 1956.
AUDITORSÂ REPORT
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
DEPOSITS
During the year under review, Company has not accepted any fixed
deposits u/s 58A of the Companies Act, 1956, from the public. As such,
no amount of principal or interest is outstanding as on the Balance
Sheet date.
PARTICULARS OF EMPLOYEES
No Employee draws remuneration in excess of limit prescribed under
section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
EMPLOYEE RELATIONS
The relationship of your Company with its employees remained cordial
throughout the year. The Company has various policies and procedures to
attract and retain its employees. Most of the employees of your Company
are educated and the Company provides training on various soft skills,
domain knowledge and effective communication skills. Your Company is
focused on improving the overall experience including health and mental
well-being of its employees; and to that end it regularly conducts
health checks. The Company also provides many benefits and incentives
to its employees including to help, motivate and retain valued
employees.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION
Provisions of section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 in relation to conservation of energy and
technology absorption are currently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo, as required to be disclosed
under section 217(1)(e) of the Companies act, 1956 read with the
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 are provided in the Annexure I to this report.
CORPORATE GOVERNANCE REPORT
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
ACKNOWLEDGEMENT
Your directors would like to express their appreciation for the
assistance and co-operation received from the shareholders, creditors,
financial institutions, banks, government authorities, customers and
vendors during the year under review. Your directors also wish to place
on record their deep sense of appreciation for the committed services
by the executives, staff and workers of the Company.
For and on behalf of the Board of Directors
sd/- sd/-
Lakhmendra Khurana Ranjana Khurana
Chairman and Managing
Director Executive Director
Place : Mumbai
Date : May 27, 2013
Mar 31, 2012
The Directors have pleasure in presenting their 10th Annual Report
along with the audited accounts of the Company for the year ended March
31, 2012.
FINANCIAL HIGHLIGHTS (Rs In Lacs)
For the year For the year
ended 31-3-2012 ended 31-3-201
Income from Operation and
other income 1,622.78 2,040.92
Profit before Depreciation 411.42 1,525.79
Less: Depreciation 89.15 90.07
Profit before Tax 322.27 1,435.71
Provision for Tax 65.63 317.61
Deferred Tax (13.13) (10.56)
MAT credit Entitlement 55.85 (281.65)
Profit after Tax but before
Prior period adjustments 213.94 1,410.31
Less: Prior period adjustments 8.75 0.13
Profit after Tax and Prior
period adjustments 205.19 1410.18
Add: Balance B/f. From last year 6,164.72 4,754.55
Amount available for appropriation 6,369.91 6,164.72
Less: Dividend - -
Less: Dividend Tax - -
Balance carried to Balance Sheet 6,369.91 6,164.72
OPERATIONS
Due to global recession and worsening U.S. and U.K. economic
conditions, it would be difficult for IT industry to expand and grow.
In such a critical situation to maintain our performance was difficult.
Despite the challenging environment the Company performed well.
Drying the year under review, the Company has earned total income from
operations Rs 1622.78 lacs (previous yearRs 2040.92 lacs) translating
into a fall of 20.49%. The Profit after Tax and prior period
adjustments falls by 85.45% from Rs 1410.18 lacs in previous year to 7
205.19 lacs in the current year.
DIVIDEND
With a view to conserve resources, the management thought it prudent
not to declare dividend on equity shares of the Company.
SUBSIDIARY
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance sheet, the
statement of Profit and Loss and other documents of the subsidiary
company are not being attached with the Balance Sheet of the Company.
However the financial information of the subsidiary company is
disclosed in the Annual Report in compliance with the said circular.
The Company will make available the annual accounts of the subsidiary
company and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary company will also be kept open for
inspection at the Registered Office of the Company. The consolidated
financial statements presented by the Company include the financial
results of its subsidiary company.
In March 2011, Company invested in Excel Infra N Realty Pvt. Ltd., a
group company byway of purchasing 26000 equity shares ofRs 10/- there by
making it subsidiary of the Company. But as in November 2011, Company
has sold 25000 equity shares of Rs 10/- each of the same to Mr.
Lakhmendra Khurana - 10,000 shares and Mrs. Ranjana Khurana - 15000
shares, Excel Infra N Realty Ltd. is no more subsidiary of Excel
Infoways Ltd.
IPO FUND UTILISATION
The Company in the initial public offer of equity shares made in July
2009, raised Rs 48 crore. The said equity shares are listed on the BSE
and NSE effective August 2009. In the prospectus dated July 21, 2009 it
was stated that the proceeds from the public issue would be utilized
for setting up new facilities at Borivali and Kandivali at a total cost
of Rs 48 crore. As stated in the said prospectus the Company had as on
June 17, 2009 deployed Rs 18 crore from internal accruals, for purchase
of the said properties. However on account of unforeseen legal
disputes, the Company has been unable to get possession of the said
properties as per schedule, and therefore the funds allocated for work
related to interiors for the said facilities, could not be deployed.
The Board of directors have meanwhile deployed the funds aggregating Rs
30 crore towards purchase of alternate property at Borivali and is in
the process of setting up the facilities as proposed. The decision to
so deploy the funds has been made in the overall interest of the
Company and its shareholders.
DIRECTORS
In terms of sections 255 and 256 of the Companies Act, 1956 and
Articles of Association of the Company, Mrs. Ranjana Khurana and Mr.
Ravi Prakash Sinha, Directors retire by rotation and being eligible,
offer themselves for reappointment.
Mr. Lakhmendra Khurana was re-appointed as Managing Director w.e.f
April 01, 2012 for a further period of five (5) years, on such terms
and conditions as set out in the Explanatory Statement annexed to the
notice of the forthcoming Annual General Meeting subject to the
approval of shareholders in the said Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors Report:
- that in the preparation of annual accounts, the applicable
accounting standards had been followed along with pnper explanation
relating to material departures;
- that the Directors have selected such accounting policies in
consultation with the statutory auditors and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the Profit of the Company for the
financial year;
- that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants, Statutory Auditors of
the Company hold office until the conclusion of the ensuing Annual
General Meeting of the Company and are eligible for re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of section 226
of the Companies Act, 1956.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
DEPOSITS
During the year under review, Company has not accepted any fixed
deposits u/s 58A of the Companies Act, 1956, from the public. As such,
no amount of principal or interest is outstanding as on the Balance
Sheet date.
PARTICULARS OF EMPLOYEES -
No employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
EMPLOYEE RELATIONS
The relationship of your Company with its employees remained cordial
throughout the year. The Company has various policies and procedures to
attract and retain its employees. Most of the employees of your Company
are educated and the Company provides training on various soft skills,
domain knowledge and effective communication skills. Your Company is
focused on improving the overall experience including health and mental
well-being of its employees; and to that end it regularly conducts
health checks. The Company also provides many benefits and incentives
to its employees including to help, motivate and retain valued
employees.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION
Provisions of section 217(1) (e) of the Companies Act, 1956 read with
the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 in relation to conservation of energy and
technology absorption are currently not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings and outgo, as required to be disclosed
under section 217(1)(e) of the Companies act, 1956 read with the
Companies(Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 are provided in the Annexure I to this report.
CORPORATE GOVERNANCE REPORT
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
ACKNOWLEDGEMENT
Your directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, government authorities, customers, vendors and members during
the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed services by the
executives, staff and workers of the Company.
For and on behalf of the Board of Directors
Sd/- Sd /-
Lakhmendra Khurana Ranjana Khurana
Chairman and Managing Director Executive Director
Place : Mumbai
Date : May 28, 2012
Mar 31, 2011
To The Members,
The Directors have pleasure in presenting their Ninth Directors'
Report along with the Audited Accounts of the company for the year
ended 31st March 2011.
FINANCIAL HIGHLIGHTS (Rs. In Thousand)
For the year For the year
ended 31-3-2011 ended 31-3-2010
Income from Operation and other
income 204091.83 206974.27
Profit before Depreciation 152827.46 149565.85
Less: Depreciation 9007.46 8623.78
Profit before Tax 143570.82 140942.08
Provision for Tax 31761.01 26120.68
Deferred Tax (1055.57) (369.40)
MAT credit Entitlement (28165.13) (23448.71)
Profit after Tax 141030.50 138639.50
Less: Prior period adjustments 12.66 425.79
Add: Balance B/f. from last year 475454.61 362007.31
Amount available for appropriation 616472.46 500224.78
Less: Dividend - 21168.78
Less: Dividend Tax - 3597.63
Balance carried to Balance Sheet 616472.46 475454.61
OPERATIONS
Due to global recession and worsening U.S. and U.K. economic
conditions, it would be difficult for IT industry to expand and grow.
We, in such critical situation could survive and maintain our
performance. Company has continued to gain business in traditional
areas of BPO/IT enabled services. In such a scenario, it was considered
pragmatic to diversify business activity of the company and
accordingly, in last annual general meeting company has obtained
shareholders permission to commence new activities in the company
including construction, development, real estate etc.
Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002)
certified and is a Customer Contact Center based in India, offering a
range of customer care services including telecom fulfillment center,
providing technical services, financial services, healthcare, outbound
sales and Marketing, voice, email response, real-time chat, knowledge
management, eCRM architecture and other value added services, where
each component of service delivery is critical.
Your company has the resources, technology and operational expertise in
place to help companies expand globally and exceed their customer
sales, services and marketing expectations with its reputation for
quality, investment in technology and qualified personnel to give the
edge to succeed.
During the year, company could sustain its level of profitability as
last year and continued to make efforts to make progress on its planned
path of growth. Income from operations was Rs. 2035.26 lakhs for the
year ended on 31st March, 2011 .The Profit before tax is Rs. 1435.71
lakhs.
OUTLOOK
Strategic vision of company is to be leader in IT consulting and
solutions for small, medium and large businesses. The key elements of
our business strategy are as follows:
Development of new client relationships
Company continued to develop new client relationship across various
industries. Company has appointed highly talented, educated and
experienced Business Development Manager for the development of new
client base. Management anticipates new business growth to increase
with these investments.
The company is planning to commence the business of construction,
development and real estate. Out of the IPO proceeds, the company
utilized some fund for acquisition of properties for this new business.
We may, according to the circumstances and availability of fund expand
this business in future.
DIVIDEND
With a view to conserve resources, the management thought it prudent
not to declare dividend on equity shares of the company.
DIRECTORS
Mr. Binoy Gupta and Mr. Ramesh Joshi, Directors retires by rotation and
being eligible offer themselves for reappointment.
The Board of Directors of the company at its meeting held on 13th
November, 2010, subject to approval of the shareholders, reappointed
Mrs. Ranjana Khurana, Executive Director and Ms. Bela Ash, Executive
Director for a further period of three years, at a remuneration of Rs.
50000/- per month to each of them. Due to preoccupancy with other
activities, Ms. Bela Ash has resigned from the directorship of the
company . She has tendered her resignation to the Board. The Board
appreciates and records her contribution to the growth of the company
during her tenureship as director of the company. The Board also noted
and approved the appointment of Mr. Arpit Khurana, son of Mr.
Lakhmendra Khurana, Chairman & Managing Director as Executive Director
at remuneration of up to Rs. 100,000/- p.m..
DEPOSITS
Your company has not accepted any fixed deposits u/s 58A of the
Companies Act, 1956, from the Public. As such, no amount of Principal
or Interest is outstanding as on the Balance Sheet date.
EMPLOYEES
No Employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing
Annual General Meeting and according to a Certificate received from
them u/s 224(1-B) of the Companies Act, 1956 are eligible for
re-appointment. The members are recommended to re-appoint them as the
Auditors of the company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors' Report:
- that in the preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- that the Directors have selected such accounting policies in
consultation with the statutory auditors and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the Profit of the company for the
financial year;
- that the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the
- Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts on a going concern
basis.
INTERNAL CONTROL SYSTEMS
The company has well-defined internal control system, procedure and
policies which are adequate and commensurate with the size and nature
of its business. Adequate checks and balances and control systems are
established to ensure that assets of the company are safeguarded and
transactions are executed under proper authorization and are properly
recorded in the books of account. There exists a proper definition of
roles and responsibilities across the organization to ensure
information flow and effective monitoring. The quarterly/annual
financial statements relating to all significant audit observations and
follow up actions arising from them are reviewed by the Board itself.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company's business does not entail conservation of energy,
technology absorption.
Your company being in the Information Technology Enabled Services
(ITES), the provisions relating to conservation of energy and
technology absorptions are not applicable. The operation of the company
is not energy intensive. However, adequate measures have been taken to
conserve and reduce energy consumption. Every effort is taken to reduce
the consumption of energy which includes standardization on purchase of
energy efficient equipment and accessories, detection and prevention of
leak, monitoring load and conducting periodic energy audits Research
and Development:
The company uses the latest technologies for improving the productivity
and enhances the quality of customer services.
Foreign Exchange Earnings & Outgo
(Amount in Rs.)
2010-11 2009-10
Earnings 202350363 204647216
Outgo 2991906 2866366
SUBSIDIARIES
During the last year, the company invested in Excel Infra N Realty
Ltd., a group company by way of purchasing 26000 equity shares of Rs.
10/-, there by making it subsidiary of the company. Consolidated
Accounts of the company's subsidiary Excel Infra N Realty Pvt. Ltd and
Excel Info FZE are attached herewith.
IPO AND QIP FUND UTILISATION
The company came out with IPO and equity shares of the company were
listed on the Bombay Stock Exchange and National Stock Exchange of
India Limited effective August, 2009. In the prospectus, we had
provided that we would partially utilized IPO proceeds in setting up
new facilities at Borivali and Kandivali. However due to non receipt of
possession of these properties, as scheduled, the funds allocated for
works related to interior etc. could not be deployed as stated in the
prospectus. Hence, consequent upon the delay in setting up new
facilities, we utilized IPO proceeds in making part payments towards
acquiring properties other than those mentioned in the prospectus.
In June, 2011 the company raised fund by way of further issue of shares
for the purpose of expansion, working capital requirements etc. The
company came out with Qualified Institutional Placement issue worth Rs.
25,70,45,000, 10180000 equity shares of Rs. 10/- each at the price of
Rs. 25.25 per share, i. e. at premium of Rs. 15.25 per share. The
company already utilized the fund for the purchase of property at
Raipur from for the development.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion Analysis, Corporate Governance
Report, Managing Director's and Auditor's Certificate regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report.
EMPLOYEE RELATIONS
The relationship of your company with its employees remained cordial
throughout the year. The company has various policies and procedures to
attract and retain its employees. The company provides training on
various soft skills, domain knowledge and effective communication
skills. Your company is focused on improving the overall experience
including health and mental well being of its employees; and to that
end it regularly conducts health checks. The company also provides many
benefits and incentives to its employees including to help motivate and
retain valued employees.
ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted, sincere co-operation and support received by the company
from the Bankers, Clientele, Suppliers and Government Authorities.
The Directors also wish to place on record deep appreciation of the
contribution made by all the executives and employees for the growth of
the company.
For and on behalf of the Board of Directors
EXCEL INFOWAYS LTD
Lakhmendra Khurana Ranjana Khurana
Managing Director Executive Director
Place : Mumbai
Date : 11th August, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Eighth Directors
Report along with the Audited Accounts of the company for the year
ended 31st March 2010.
FINANCIAL HIGHLIGHTS (Rs. In Thousand)
For the year For the year
ended 31-3-2010 ended 31-3-2009
Income from Operation
and other income 206974.27 186292.95
Profit before Depreciation 149565.85 140171.03
Less: Depreciation 8623.78 8335.58
Profit before Tax 140942.08 131835.45
Provision for Tax 26120.68 15830.34
Deferred Tax (369.40) 663.85
Fringe Benefit Tax - 206.51
MAT credit Entitlement (23448.71) (33373.23)
Profit after Tax 138639.50 148507.97
Less: Prior period adjustments 425.79 1467.88
Add: Balance b/f. From last year 362007.31 214967.21
Amount available for appropriation 500221.02 362007.31
Less: Dividend 21168.78 -
Less: Dividend Tax 3597.63 -
Balance carried to Balance Sheet 475454.61 362007.31
OPERATIONS
Your company is one of the fast growing companies in IT enabled
services Industry providing effective business solutions to the Global
and Indian companies with excellence in the technology and robust
processes. Company has continued to win new assignments as well as
achieved growth in traditional areas of BPO/IT enabled services which
have significant growth potential in the years to come.
Your company is ISO 27001:2005 (Formerly known as BS 7799-2:2002)
certified and is a Customer Contact Center based in India, offering a
range of customer care services including telecom fulfillment center,
providing technical services, financial services, healthcare, outbound
sales and Marketing, voice, email response, real-time chat, knowledge
management, eCRM architecture and other value added services, where
each component of service delivery is critical.
Your company has the resources, technology and operational expertise in
place to help companies expand globally and exceed their customer
sales, services and marketing expectations with its reputation for
quality, investment in technology and qualified personnel to give the
edge to succeed.
During the year, company could sustain its level of profitability as
last year and continued to make progress on its planned path of growth.
Income from operations was Rs. 2041.61 lakhs for the year ended on 31st
March, 2010 .The Profit before tax is Rs. 1409.42 lakhs.
OUTLOOK
Strategic vision of company is to be the global leader in IT consulting
and solutions for small, medium and large businesses. The key elements
of our business strategy are as follows:
Growth in our existing client relationships
Your company believes that there are significant opportunities for
additional growth within its existing client base. Company intends to
leverage its domain expertise, close relationship with its clients to
expand the scope of current services as well as to provide services in
new areas and business.
Development of new client relationships
Company continued to develop new client relationship across various
industries. Company has appointed highly talented, educated and
experienced Business Development Manager for the development of new
client base. Management anticipates new business growth to increase
with these investments.
DIVIDEND
The management is pleased to recommend final dividend at the rate of
Rs. 1/- per share on 2,11,68,779 shares of Rs. 10 /- each i.e. 10% on
each equity share of the company, total outgo on account of dividend
shall be Rs. 211,687,79 subject to tax.
DIRECTORS
Mr. Ravi Sinha and Ms Bela Ash , Directors retires by rotation and
being eligible offer themselves for reappointment.
DEPOSITS
Your company has not accepted any fixed deposits -/s 58A of the
Companies Act, 1956, from the Public. As such, no amount of Principal
or Interest is outstanding as on the Balance Sheet date.
EMPLOYEES
No Employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing
Annual General Meeting and according to a Certificate received from
them u/s 224(1-B) of the Companies Act, 1956 are eligible for
re-appointment. The members are recommended to re-appoint them as the
Auditors of the company.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors Report:
- That in the preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- That the Directors have selected such accounting policies in
consultation with the statutory auditors and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the Profit of the company for the
financial year;
- That the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the.
- Companies Act, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- That the Directors have prepared the annual accounts on a going concern
basis.
INTERNAL CONTROL SYSTEMS
The company has well-defined internal control system, procedure and
policies which are adequate and commensurate with the size and nature
of its business. Adequate checks and balances and control systems are
established to ensure that assets of the company are safeguarded and
transactions are executed under proper authorization and are properly
recorded in the books of account. There exists a proper definition of
roles and responsibilities across the organization to ensure
information flow and effective monitoring. The quarterly/annual
financial statements relating to all significant audit observations and
follow up actions arising from them are reviewed by the Board itself.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your company being in the Information Technology Enabled Services
(ITES), the provisions relating to conservation of energy and
technology absorptions are not applicable. The operation of the company
is not energy intensive. However, adequate measures have been taken to
conserve and reduce energy consumption. Every effort is taken to reduce
the consumption of energy which includes standardization on purchase of
energy efficient equipment and accessories, detection and prevention of
leak, monitoring load and conducting periodic energy audits, Research
and Development.
The company uses the latest technologies for improving the productivity
and enhances the quality of customer services.
Foreign Exchange Earnings & Outgo
(Amount in Rs.)
2009-10 2008-09
Earnings 204,647,216 186,040,738
Outgo 28,66,366 44,19,101
SUBSIDIARY
The company formed wholly owned subsidiary company at Dubai viz Excel
Info FZE on 16th December, 2009. Consolidated Accounts of the companys
subsidiary Excel Info FZE are attached to this annual report.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges, a Management Discussion Analysis, Corporate Governance
Report, Managing Directors and Auditors Certificate regarding
compliance of conditions of Corporate Governance are made a part of the
Annual Report.
EMPLOYEE RELATIONS
The relationship of your company with its employees remained cordial
throughout the year. The company has various policies and procedures to
attract and retain its employees. Most of the employees of your company
are well educated and the company provides training on various soft
skills, domain knowledge and effective communication skills. Your
company is focused on improving the overall experience including health
and mental well being of its employees; and to that end it regularly
conducts health checks. The company also provides many benefits and
incentives to its employees including to help motivate and retain
valued employees.
ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted, sincere co-operation and support received by the company
from the Bankers, Clientele, Suppliers and Government Authorities.
The Directors also wish to place on record deep appreciation of the
contribution made by all the executives and employees for the growth of
the company.
For and on behalf of the Board of Directors
EXCEL INFOWAYS LTD
Lakhmendra Khurana Ranjana Khurana Bela Ash
Managing Director Executive Director Executive Director
Place : Mumbai
Date : 4th August, 2010
Mar 31, 2009
The Directors have pleasure in presenting their Seventh DirectorsÃ
Report along with the Audited Accounts of the Company for the year
ended 31st March 2009.
FINANCIAL HIGHLIGHTS (Rs. In Thousand)
For the year For the year
Ended 31-3-2009 ended 31-3-2008
Income from Operation and
other income 186292.95 231523.13
Profit before Depreciation 140171.03 172352.06
Less: Depreciation 8335.58 7450.47
Profit before Tax 131835.45 164901.59
Provision for Tax 15830.34 18621.00
Deferred Tax 663.85 2730.91
Fringe Benefit Tax 206.51 170.00
MAT credit Entitlement 33373.23 -
Profit after Tax 148507.97 143379.68
Less: Prior period adjustments 1467.88 378.31
Add: Balance B/f.
From last year 214967.21 152565.84
Amount available for
appropriation 362007.31 295567.21
Less: Dividend (interim) - -
Less: Dividend Tax - -
Less: Transferred to
General Reserves - -
Bonus Share issue - 80600.00
Balance carried to
Balance Sheet 362007.31 214967.21
OPERATIONS
Your Company is one of the fast growing companies in IT enabled
services Industry providing effective business solutions to the Global
and Indian companies with excellence in the technology and robust
processes. Company has continued to win new assignments as well as
achieved growth in traditional areas of BPO/IT enabled services which
have significant growth potential in the years to come.
Your Company is ISO 27001:2005 (Formerly known as BS 7799-2:2002)
certified and is a Customer Contact Center based in India, offering a
range of customer care services including telecom fulfillment center,
providing technical services, financial services, healthcare, outbound
sales and Marketing, voice, email response, real-time chat, knowledge
management, eCRM architecture and other value added services, where
each component of service delivery is critical.
Your Company has the resources, technology and operational expertise in
place to help companies expand globally and exceed their customer
sales, services and marketing expectations with its reputation for
quality, investment in technology and qualified personnel to give the
edge to succeed.
During the year, Company could sustain its level of profitability as
last year and continued to make progress on its planned path of growth.
Income from operations was Rs. 1860.41 lakhs for the year ended on 31st
March, 2009 .The Profit before tax is Rs. 1318.35 lakhs.
OUTLOOK
Strategic vision of Company is to be the global leader in IT consulting
and solutions for small, medium and large businesses. The key elements
of our business strategy are as follows:
Growth in our existing client relationships
Your Company believes that there are significant opportunities for
additional growth within its existing client base. Company intends to
leverage its domain expertise, close relationship with its clients to
expand the scope of current services as well as to provide services in
new areas and business.
Development of new client relationships
Company continued to develop new client relationship across various
industries by expanding its capacity by creation of facility for
approx. 500 additional seats. Company has appointed highly talented,
educated and experienced Business Development Manager for the
development of new client base Management anticipates new business
growth to increase with these investments
DIVIDEND
The management does not recommend declaration of any final dividend on
the equity share capital of the company.
DIRECTORS
Mrs. Ranjana Khurana, Executive Director retires by rotation and being
eligible offer herself for reappointment.
DEPOSITS
Your Company has not accepted any fixed deposits u/s 58A of the
Companies Act, 1956, from the Public. As such, no amount of Principal
or Interest is outstanding as on the Balance Sheet date.
EMPLOYEES
No Employee draws remuneration in excess of limit prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
AUDITORS
M/s. S. G. Kabra & Co., Chartered Accountants retire at the ensuing
Annual General Meeting and according to a Certificate received from
them u/s 224(1-B) of the Companies Act, 1956 are eligible for
re-appointment. The members are recommended to re-appoint them as the
Auditors of the Company.
DIRECTORSÃ RESPONSIBILITY STATEMENT
The Board of Directorsà Report:
- that in the preparation of Annual Accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- that the Directors have selected such accounting policies in
consultation with the statutory auditors and applied them consistently
and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the Profit of the Company for the
financial year;
- that the Directors had taken proper and sufficient care for the
maintenance of adequate Accounting records in accordance with the
provisions of the
- Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts on a going
concern basis.
INTERNAL CONTROL SYSTEMS
The Company has well-defined and documented internal control system,
procedure and policies which are adequate and commensurate with the
size and nature of its business.
Adequate checks and balances and control systems are established to
ensure that assets of the company are safeguarded and transactions are
executed under proper authorization and are properly recorded in the
books of account. There exists a proper definition of roles and
responsibilities across the organization to ensure information flow and
effective monitoring. The Company has an independent Internal Audit
carried out by a firm of chartered accountants. The internal audit
reports and the quarterly/annual financial statements relating to all
significant audit observations and follow up actions arising from them
are reviewed by the Board itself.
AUDIT COMMITTEE
During the financial year the company has constituted three committees
viz. Audit Committee, Remuneration Committee and Shareholders Grievance
Committee. The Audit Committee is constituted to monitor and provide
effective supervision of the managementÃs financial reporting progress
with a view to ensure accurate, timely and proper disclosures and
transparency, integrity and quality of financial reporting. The
Committee oversees the work carried out by the management, internal
auditors on the financial reporting process and the safeguards employed
by them. Composition of the Audit Committee is as follow:
Name of Members Designation
Mr. Binoy Gupta Chairman
Mr. Ravi Prakash Sinha Member
Mr. R.M. Joshi Member
Ms. Bhavana Shah Secretary
Remuneration Committee handles matters pertaining to the remuneration
payable including any revision in the remuneration payable to executive
/ non executive Directors and recommends to the Board, the remuneration
package of the CompanyÃs Directors. Composition of the Remuneration
Committee is as follow:
Name of Members Designation
Mr. Binoy Gupta Chairman
Mr. Ravi Prakash Sinha Member
Mr. R.M. Joshi Member
Ms. Bhavana Shah Secretary
The terms of reference of the Shareholders / Investor Grievances
Committee is to look into the redressal of shareholder and investors
complaints like transfer of shares, non- receipt of balance sheet,
non-receipt of declared dividend etc. Composition of the Remuneration
Committee is as follow:
Name of Members Designation
Mr. R.M. Joshi Chairman
Mr. Ravi Prakash Sinha Member
Mr. Lakhmendra Khurana Member
Ms. Bhavana Shah Secretary
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The CompanyÃs business does not entail conservation of energy,
technology absorption. Your Company being in the Information
Technology Enabled Services (ITES), the provisions relating to
conservation of energy and technology absorptions are not applicable.
The operation of the Company is not energy intensive. However, adequate
measures have been taken to conserve and reduce energy consumption.
Every effort is taken to reduce the consumption of energy which
includes standardization on purchase of energy efficient equipment and
accessories, detection and prevention of leak, monitoring load and
conducting periodic energy audits. Research and Development:
The Company uses the latest technologies for improving the productivity
and enhances the quality of customer services.
Foreign Exchange Earnings & Outgo
(Amount in Rs.)
2008-09 2007-08
Earnings 186040738 230911000
Outgo 4419101 10073000
SUBSIDIARY
The companyÃs subsidiary in Ras Al Khaimah, United Arab Emirates by the
name of Excel Infoways Trading FZE was closed down during the year.
Accounts of the subsidiary company are attached herewith. During the
year no operations or activity has been undertaken by the subsidiary
company.
EMPLOYEE RELATIONS
The relationship of your Company with its employees remained cordial
throughout the year. The Company has various policies and procedures
to attract and retain its employees. Most of the employees of your
Company are well educated and the Company provides training on various
soft skills, domain knowledge and effective communication skills. Your
Company is focused on improving the overall experience including health
and mental well being of its employees; and to that end it regularly
conducts health checks. The Company also provides many benefits and
incentives to its employees including to help motivate and retain
valued employees.
INDUSTRY OVERVIEW AND BUSINESS OUTLOOK
The companys established presence across its service offerings
uniquely positions it to bid for large projects from clients and
service. Client addition has been steady and pipeline of customers is
very good. The outsourcing of business processes (BPO) to third-party
providers has become a sizable and growing industry. Companies use BPO
services to garner higher profits by managing growth at reduced risk
levels, while retaining competitiveness. BPO provides the means to
service an enterprises critical yet non-core functions at lower
operating costs than would be incurred by performing the functions
in-house.
The Company is planning to expand its delivery arms by setting up
additional contact centers, as and when the need arises both in and
outside India and increase services to active clients across the globe.
ACKNOWLEDGEMENT
The Directors wish to put on record their appreciation of the
wholehearted, sincere co- operation and support received by the Company
from the Bankers, Clientele, Suppliers and Government Authorities.
The Directors also wish to place on record deep appreciation of the
contribution made by all the executives and employees for the growth of
the Company.
For and on behalf of the Board of Directors
EXCEL INFOWAYS LTD
Lakhmendra Khurana Ranjana Khurana Bela Ash
Managing Director Executive Director Executive Director
Place : Mumbai
Date: 04.06.2009