DIRECTORS' REPORT

To,

The Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

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 2014-15

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

During the year under review, the Company has earned total income in current year of Rs. 2327.12 lacs (Infra activity- Rs. 2061.62 lacs and IT/ BPO Activity - Rs. 229.94 lacs as against Rs. 1315.05 lacs (Infra activity - Rs. 768.91 lacs & IT / BPO Activity - Rs. 527.92 lacs in the previous year.

The profit after Tax is Rs. 36.34 lacs in the current year against after as Rs. 62.49 lacs in the previous year.

5. NATURE OF BUSINESS:

The Company is engaged in Infra and Real Estate and IT & BPO 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 16, 2015 and shifted Infra and Real Estate activities from other objects to main objects.

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.

The company has decided to write down the value of furniture fixed in the office premises which was disposed in previous year. The disposal of such asset does not have a material bearing on the balance sheet of the company nor on its' day to day operations.

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

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

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

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. DETAILS, PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY TO BE INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

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. As on April 1, 2014, no amounts were outstanding which were classified as 'Deposits' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

12. STATUTORY 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 (g) of sub section (3) of Section 141 of the Companies Act, 2013 and that they are not disqualified for such re-appointment

13. AUDITORS' REPORT

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

14. SHARE CAPITAL

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015

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 2014-2015.

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 form part of the Board's report.

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

A) Energy conservation &Technology Absorption

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy. The Company has installed energy conservative equipment's like LED (Light Emitting Diode) lights instead of CFL (Compact Fluorescent Lamp).

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

B) Foreign Exchange Earnings and Outgo:

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

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

18. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

During the year under the review, Mrs. Monika Shah had resigned as the Chief Financial Officer of the Company with effect from May 31, 2015

Further Mrs. Kumud Waradkar, Company Secretary & Compliance Officer had resigned with effect from November 15, 2014 in place of her Ms. Pooja Mane was appointed as the Company Secretary & Compliance Officer of the Company with effect from January 20, 2015.

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

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 as per the Listing agreement.

C) Formal Annual Evaluation

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, 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 2014-2015

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Additionally, during the financial year ended March 31,2015 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. For further information please refer Report on Corporate Governance under the head Board of Directors.

20. AUDIT COMMITTEE

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

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

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

22. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178. Kindly refer the section on Corporate Governance, under the head, 'Nomination & Remuneration Committee' for matters relating to constitution, meetings and functions of the committee. The Company's Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and Listing Agreement 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

The details of Loans and Investments by the Company to other Corporates or persons are given in notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

25. PARTICULARS OF EMPLOYEES AND REMUNERATION 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 13th Annual General Meeting and upto 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 2014-2015. 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 2014­15 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 clause 49 of Listing Agreement is attached to the Report on Corporate Governance.

28. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses 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. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the directors 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) the directors 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) the directors had prepared the annual accounts on a going concern basis; and

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

31. 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

Chairman and Managing Director

DIN: 00623015

Place: Mumbai

Date: May 29, 2015