excel crop care limited contents

EXCEL CROP CARE LIMITED

C O N T E N T S

Board of Directors 2

Notice 3-5

Directors’ Report 6-13

Management Discussion and Analysis 14-18

Corporate Governance Report 19-29

Statement pursuant to Section 212 of the Companies Act, 1956 30

Auditors’ Report 31-33

Balance Sheet 34

Statement of Profit and Loss 35

Cash Flow Statement 36-37

Notes 1 to 45 forming part of Financial Statements 38-66

Auditors’ Report on Consolidated Financial Statements 67

Consolidated Balance Sheet 68

Consolidated Statement of Profit and Loss 69

Consolidated Cash Flow Statement 70-71

Notes 1 to 40 forming part of Consolidated Financial Statements 72-100

Proxy Form and Attendance Slip

GREEN INITIATIVE: Ministry of Corporate Affairs has taken a Green Initiative in Corporate Governance allowing paperless compliances by Companies through electronic mode Your Company has taken initiative to update their records for the same The members holding shares in physical form and who have not furnished the requisite information and who wish to avail of the facility to receive the correspondence from the Company in electronic mode may furnish the information to Link Intime India Pvt Limited, the Registrars and Transfer Agents The members holding shares in electronic form may furnish the information to their Depository Participants to avail of the said facility

48th Annual General Meeting on Wednesday, 25th July, 2012 at 3.00 p.m. At Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai-400 020.

A REQUESTWe are sure you will read with interest the Annual Report for the year 2011-12. You may desire to have some clarification or additional information at the ensuing Annual General Meeting. We shall very much appreciate, if you will kindly write to us at least ten days in advance in order to enable us to keep the information ready for you at the Meeting. We solicit your kind co-operation.

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BOARD OF DIRECTORSA C SHROFF, ChairmanDIPESH K SHROFF, Managing Director PRAKASH K SHROFF, Executive DirectorJ R NAIK MUKUL G ASHER SANDEEP JUNNARKAR B V BHARGAVA KEVIN MARTIN (up to 25th May, 2011)SHARAD L PATELVINAYAK B BUCHDEEPAK BHIMANININAD D GUPTEDAVID PULLAN (with effect from 20th October, 2011)

COMPANY SECRETARYPARIND BADSHAH (with effect from 21st March, 2012)

BANKERSBank of IndiaSyndicate BankState Bank of IndiaCitibank N A ICICI Bank Ltd

AUDITORSS R BATLIBOI & CO Chartered Accountants

REGISTERED OFFICE184-87, Swami Vivekanand Road,Jogeshwari (W), Mumbai 400 102

CORPORATE OFFICE13 & 14, Aradhana Industrial Development Corporation,Near Virwani Industrial Estate,Goregaon (East), Mumbai 400 063

REGISTRARS AND TRANSFER AGENTSM/s Link Intime India Pvt Ltd C-13, Pannalal Silk Mills CompoundLBS Marg, Bhandup (West)Mumbai 400 078Tel : 022-2596 3838/0320


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NOTICENOTICE is hereby given that the FORTY EIGHTH ANNUAL GENERAL MEETING of the Members of EXCEL CROP CARE LIMITED will be held at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai–400 020 on Wednesday, the 25th July, 2012, at 3 00 p m to transact the following business:

1 To receive, consider and adopt the Statement of Profit and Loss of the Company for the year ended 31st March, 2012, the Balance Sheet as at that date and the Reports of the Directors and the Auditors thereon

2 To declare a dividend

3 To appoint a director in place of Mr Vinayak B Buch, who retires by rotation and being eligible, offers himself for re-appointment

4 To appoint a director in place of Mr Deepak Bhimani, who retires by rotation and being eligible, offers himself for re-appointment

5 To appoint a director in place of Mr B V Bhargava, who retires by rotation and being eligible, offers himself for re-appointment

6 To appoint auditors and to authorise the Board of Directors to fix their remuneration

SPECIAL BUSINESS

7 To consider and, if thought fit, to pass, with or without modification, as an Ordinary Resolution, the following:

“RESOLVED THAT Mr David Allan Pullan, who was appointed as an Additional Director of the Company by the Board of Directors pursuant to Section 260 of the Companies Act, 1956 and Article 148 of the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and being eligible for re-appointment and in respect of whom the Company has received a notice in writing pursuant to the provisions of Section 257 of the Companies Act, 1956, proposing his candidature as a Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation ”

NOTES:

1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE ONLY ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY

Instruments appointing proxies should be deposited with the Company at its Registered Office not less than 48 hours before the commencement of the Meeting

2 An Explanatory Statement relating to the Special Business under Item No 7 of this Notice as required under Section 173(2) of the Companies Act, 1956, is annexed hereto

3 The Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, the 14th July, 2012 to Wednesday, the 25th July, 2012 (both days inclusive)

4 Members are requested to notify immediately any change in their addresses to their Depository Participants (DPs) in respect of their electronic share accounts quoting Client ID No and to Link Intime India Private Limited, the Company’s Registrars and Transfer Agents in respect of their physical shares, quoting Folio No

5 Payment of dividend as recommended by the Directors, if declared at the Meeting, will be made on or after Monday, the 30th July, 2012, to the Members whose names stand on the Company’s Register of Members on Wednesday, the 25th July, 2012, and to the Beneficial Owner(s) as per the Beneficiary List at the close of business hours on Friday, the 13th July, 2012, provided by the National Securities and Depository Limited and Central Depository Services (India) Limited

6 Payment of the dividend will be made through National Electronic Clearing Service (NECS) at the RBI Centres by crediting the dividend amount to the bank account of the shareholders wherever relevant information is made available to the Company

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Members holding shares in physical form and covered under the RBI Centres who have not furnished the requisite information and who wish to avail of the NECS facility to receive dividend from the Company, may furnish the information to Link Intime India Private Limited, the Registrars and Transfer Agents Members holding shares in electronic form may furnish the information to their Depository Participants in order to receive dividend through the NECS mechanism

7 Pursuant to the provisions of Sections 205A and 205C of the Companies Act, 1956, the amounts of dividends remaining unclaimed for a period of seven years are to be transferred to the Investor Education and Protection Fund

The details of dividend declared for the year 2004-05 onwards are given below:

Date of Declaration Dividend for the year Dividend ` Per Share Due date of the proposed transfer to the Investor Education and Protection Fund

12 09 2005 2004-05 3 75 18 10 2012

26 07 2006 2005-06 3 75 31 08 2013

30 07 2007 2006-07 3 75 04 09 2014

16 07 2008 2007-08 5 00 21 08 2015

17 07 2009 2008-09 5 00 22 08 2016

28 07 2010 2009-10 6 25 02 09 2017

27 07 2011 2010-11 3 75 01 09 2018

Members who have not encashed the Dividend Warrants for the above years are requested to write to the Company for revalidation of Dividend Warrants before such unclaimed dividend is transferred to the Investor Education and Protection Fund

For and on behalf of the Board of Directors

A C SHROFF Chairman

Registered Office:184-87, Swami Vivekanand Road,Jogeshwari (W),Mumbai-400 102

Mumbai, 30th May, 2012.


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ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT RELATING TO ITEM NO 7 PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

At the meeting of the Board of Directors held on 20th October, 2011, Mr David Allan Pullan was appointed as an Additional Director of the Company, under Article 148 of the Articles of Association of the Company As per the provisions of Section 260 of the Companies Act, 1956, Mr David Allan Pullan holds office as a Director of the Company only upto the date of the ensuing Annual General Meeting of the Company

A notice in writing has been received from a Member of the Company under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr David Allan Pullan as a candidate for the office of Director of the Company The requisite sum of ` 500/- has been duly received from such Member

Mr David Allan Pullan is a Mechanical Engineer by qualification and Group Executive-Operations of Nufarm Limited, Australia with responsibility for its global manufacturing and production sites and has over 30 years of management experience in chemical manufacturing It would, therefore, be in the interest of the Company to continue to have the benefit of his experience and expertise in the deliberations of the Board

The Board commends his appointment for acceptance by the Members

Except Mr David Allan Pullan, none of the Directors of the Company is, in any way, concerned or interested in this resolution


A C SHROFF Chairman

Registered Office:184-87, Swami Vivekanand Road,Jogeshwari (W),Mumbai-400 102


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DIRECTORS’ REPORT

TO THE MEMBERS,Your Directors have pleasure in presenting the Forty-Eighth Annual Report and the Audited Financial Statements of the Company for the year ended 31st March, 2012

1 FINANCIAL RESULTSThe salient features of the Company’s working are:

(` in Lacs)2011-12 2010-11

Gross Profit for the year was 39,98.84 82,94 44Less: Depreciation 12,05.29 10,95 08

Net profit 27,93.55 71,99 36Less: Exceptional Item relating to provision for Inventory 6,10.00 10,20 00

Leaving a net profit subject to taxation of 21,83.55 61,79 36Less: Taxation (Current and Deferred Tax) 6,22.30 18,10 75

15,61.25 43,68 61Add: Balance brought forward from the previous year 19,06.90 10,17 95

Leaving a balance available for disposal of 34,68.15 53,86 56

Appropriations:Proposed Dividend 2,20.11 4,12 71Tax on Dividend 35.71 66 95Transfer to General Reserve 13,00.00 30,00 00

15,55.82 34,79 66

Carried forward to next year 19,12.33 19,06 90

2 DIVIDENDYour Directors have recommended a dividend of 40% amounting to ` 2 00 per share of ` 5 00 each as compared to a dividend of 75% (` 3 75 per share) in the previous year

3 OPERATIONSDuring the year under review, the net sales decreased from ` 702 28 crores in the previous year to ` 661 61 crores Domestic sales turnover dropped from ` 470 04 crores in the previous year to ` 405 80 crores whereas the export turnover increased from ` 232 24 crores to ` 255 81 crores The Company’s profit before tax in the year under review decreased to ` 21 84 crores from ` 61 79 crores in the previous year

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

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

The Company carries provision aggregating to ` 16 30 crores (including ` 6 10 crores made during the year 2011-12 and shown as Exceptional Item) in respect of stocks relating to Endosulfan In the opinion of the Company, the amount of such provision is sufficient and reasonable

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

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

4 NEW PRODUCTS/IMPROVEMENTS/EXPANSIONS‘Ultimate’ a systemic insecticide in granular formulation has been recently introduced for the first time in India Your Company holds patent for this formulation For enhanced flowering and regular fruiting, a plant growth regulator named ‘Excel Celstar’ has been introduced targeting the horticulture segment

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

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

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

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

6 ORDER OF THE COMPETITION COMMISSION OF INDIAVide its order dated 23rd April, 2012, the Competition Commission of India held that there was a violation of Section 3 of the Competition Act, 2002, in relation to supply of Aluminium Phosphide Tablets to one of the buyers and imposed a penalty of ` 63 90 crores on the Company The Company has decided to file an appeal against the said Order before the Competition Appellate Tribunal

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

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

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

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

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

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

10 CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVESAt Excel Crop Care, we work with the communities where we have presence – integrating our activities with the locals to achieve partnered success Your Company is focused at developmental activities relevant to local needs through our working groups and other group NGOs

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15 DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: (a) in the preparation of the financial statements, the applicable accounting standards have been followed and that no

material departures have been made from the same; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

(d) they have prepared the financial statements on a going concern basis

16 CORPORATE GOVERNANCEYour Company is committed to the principles of good Corporate Governance and the Board of Directors lays strong emphasis on transparency, accountability and integrity Your Company has complied with all the requirements of the Code of Corporate Governance as per Clause 49 of the Listing Agreements with the Stock Exchanges and pursuant thereto, Management Discussion and Analysis, Corporate Governance Report and the Auditors’ Certificate regarding compliance of the same are annexed as a part of this Annual Report

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

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

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

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

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


A C SHROFFMumbai, 30th May, 2012 Chairman

ANNEXURE TO DIRECTORS’ REPORTInformation as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of the Directors’ Report for the year ended 31st March, 2012

Name of the Employee

Designation/ Nature of duties

Remu-neration (`)

Qualifications Experi-ence

(Years)

Date of com-mencement of employment

Age (Years)

Particulars of last employment

Employer, last post and period for which post held

Dipesh K Shroff Managing Director

73,16,400 Dip in Civil Engineering

31 01 09 2003 52 Excel Industries Limited Joint Managing Director (3 years)

Notes: 1 Remuneration mentioned above includes salary, commission, allowances, value of perquisites, Company’s contribution to Provident Fund and Superannuation Fund but does not include contribution/provision towards Gratuity Fund

2 The nature of employment is contractual 3 The employee is not a relative of any other Directors of the Company


A C SHROFFMumbai, 30th May, 2012. Chairman


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ANNEXURE TO DIRECTORS’ REPORTInformation required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

(A) CONSERVATION OF ENERGY

(a) Energy Conservation Measures implemented in the recent past:

Installation of energy efficient pumps to replace old pumps in refrigeration units

Installation of energy efficient motors to replace old motors

Installation of solar water system for hot water for use at manufacturing sites

Installation of VFD

Installation of 1 8 MW windmill in Kutch to help meet power requirement at the Company’s Bhavnagar and Gajod Sites

Various measures to improve condensate recovery system and thereby boiler fuel efficiency

(b) Additional investments and proposals, if any, being implemented for reduction in consumption of energy:

Conduct energy audit to explore scope for further improvement

Continue the process of replacement of high power consuming drives with energy efficient pumps and motors

Revision of contract electricity demand in line with manufacturing plan requirements

Installation of VFD for variable loading machines

Installation of local energy meters, recorders and monitoring systems

(c) Impact of Measures at (a) and (b):

The above measures of energy conservation have resulted in savings of power and fuel and power costs during the year under review

(d) Total energy consumption and energy consumption per unit of production as per prescribed Form A:

Current Year (2011-12)

Previous Year (2010-11)

A Power and Fuel Consumption

1 Electricity

(a) Purchased

Unit (’000 Kwh) 11,551* 21,075 *

Total Amount (` in lacs) 8,02.06 12,69 08

Rate/Unit (`) 6.94 6 02

(b) Own Generation

(i) Through Diesel

Generated Unit (’000 Kwh) 37 55

Units per Ltr of Diesel Oil 2.90 2 98

Cost/Unit (`) 15.53 13 84

(ii) Through Steam Nil Nil

(iii) Others (Through Windfarms)

Generated Unit (’000 Kwh) 8,946 4,360

Total Cost (` in lacs)** 1,99.46 1,41 47

Rate/Unit (`) 2.23 3 24

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Current Year (2011-12)

Previous Year (2010-11)

2 CoalQty (MT) 1,107.30 4,978 18Total Amount (` in lacs) 55.71 2,60 83Avg Rate (`/Kg ) 5.03 5 24

3 FuelQty (KL) 344 571Total Amount (` in lacs) 1,29.70 1,57 17Avg Rate (`/Ltr ) 37.75 27 50

4 LigniteQty (MT) 6,466 5,835Total Amount (` in lacs) 1,08.68 1,33 95Avg Rate (`/Kg ) 1.68 2 30

Notes: * Exclusive of Units generated by Windfarms ** Expenses include salaries, wages, insurance, depreciation interest and other expenses

B Consumption per ton of productionCurrent Year (2011-12) Previous Year (2010-11)

Furnace Oil Lignite Coal Electricity Furnace Oil Lignite Coal Electricity

Ltr. ` Kg. ` Kg. ` Unit ` Ltr ` Kg ` Kg ` Unit `

1 Pesticides 31 1162 701 1177 116 586 860 5990 21 583 230 527 193 1010 508 3063

2 Pesticide Intermediates 43 1643 946 1589 95 452 1342 9424 48 1322 519 1190 418 2192 1888 11438

Note: Previous years figures have been regrouped

(B) TECHNOLOGY ABSORPTION

Form ‘B’ for disclosure of particulars with respect to Technology Absorption

RESEARCH & DEVELOPMENT (R&D)

1. Specific areas in which R&D carried out by the Company:

(a) Development of group of fungicides, with preventive and curative properties, in order to address broad spectrum of fungal diseases

(b) Development of paddy weedicide

(c) Studies relating to soil enrichment products and process of organic compositing of different farm agri-wastes and soil analysis

(d) Development of eco-friendly formulations of fungicides and weedicides using non-petroleum solvents

2. Benefits derived as a result of the above efforts:

(a) In-house data generation-useful for registering products in domestic and international markets

(b) Developed new formulations using inexpensive generic surfactants in place of branded ones

(c) Patents filed on synthetic process of acaricide and a new environmentally friendly formulation of a fungicide

3. Future Plan of Action:

(a) To upgrade infrastructure of chemistry laboratories

(b) To develop infrastructure to carry out efficiency study and to study impact of newly developed formulations on different crops

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4. Expenditure on R&D for the year 2011-12:

(` ’000)

(a) Capital 99,69

(b) Recurring 545,74

(c) Total 645,43

(d) Total R&D expenditure as a percentage of total turnover 0 90%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief, made towards technology absorption, adaptation and innovation:

Development of new patented insecticide, fungicides and herbicides formulations to enrich the Company’s product basket in order to meet market competition

2. Benefits derived as a result of the above efforts:

Development of economical and non-hazardous processes for manufacture of various pesticides/formulations has helped the Company to be cost competitive

3. Technology imported during the last five years:

Company has not imported any technology

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans:

• In the yearunder review theCompany’sSubsidiary inTanzaniacommencedbusinessoperations.Presence inAfrica through the subsidiary is expected to boost the Company’s market reach

• TheCompanycontinuestofocusonincreasingshareofbrandedproductsinexports.

• TheCompanyhasobtainednewproduct registrations inAfrica,South andCentralAmerica andexpects thesemarkets to contribute in future growth of export business

• New traded products have been added to the Company’s product portfolio, especially for Asian and Africancountries, where its Brands have a good foothold

• StrategicBusinessAllianceshavebeenestablishedinEuropeandAmericawhichwillleadtosustainedbusinessin the future

• TheCompanycontinuestoinvestindatagenerationforproductregistrationininternationalmarkets.

(b) Total foreign exchange used and earned:

(` in crores)

Used 176 60

Earned 255 81


A C SHROFFChairman


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MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry Structure & Developments:

With increasing population, demand for food grains is increasing at a faster pace as compared to its production. In a recently published report for the year 2011, population of India was recorded at 1.18 billion and it is projected to reach 1.45 billion by 2030. The growing population will give rise to demand for food and nutrition. However, there is a steep decrease in per capita land available for agriculture.

Moreover, every year, significant amount of crop yield is lost due to non usage of crop protection products. Agricultural inputs are necessary to improve crop quality, yield and control of pests. These inputs are available through chemical or biological processes. Your Company is equipped to offer farmers a judicious balance of biological as well as chemical based farm inputs.

Your Company manufactures and supplies agri solutions broadly categorised as:

1. Insecticides: Insecticides protect crops by targeting harmful pests or preventing them from infesting the crops.

2. Fungicides: They are used to prevent the deterioration of crops due to fungi infestation.

3. Herbicides: Herbicides or weedicides are used to prevent the growth of weeds selectively without any harm to the crop.

4. Fumigants and rodenticides: Used post harvest, to prevent pest infestation during storage of crops.

5. Soil Health & Plant Nutrition: Derived from natural substances like plants, animals, bacteria or certain minerals these products are used as nutrition to enhance soil quality and in turn enhance productivity Bio-pesticides, considered to be soft on the environment, help control pest attacks while protecting the farm ecology. Plant growth enhancers / regulators control or modify the plant growth process and are most commonly used in cotton, rice and fruits.

Fortunes of the agricultural inputs industry are interwoven with those of agriculture. There are several players ranging from small and medium ones dealing in generic molecules to large multinationals with high-priced new generation molecules and patented products. The crop protection market has been mainly dominated by the usage patterns of insecticides compared to other crop protection products.

India witnessed a substantial growth in the horticulture segment – 240 million tons; almost equivalent to food grains at 242 million tons – the Government has recognized year 2012 as ‘Year of Horticulture’.

This development in India offers an exciting growth opportunity for your Company. In the current year, the Company will be unveiling a few innovative input marketing strategies in selected horticultural segments.

The seasonal nature of the business and the climatic uncertainties require the industry to carry a large inventory for long periods. Domestic market has been attracting attention of multinationals who visualise good growth opportunity. The domestic industry has been witness to a steady increase in market share by new generation and patented molecules.

Supply of high quality products at competitive prices, development of new products/formulations and large investment in product registration are emerging as key success factors.

India is emerging as a significant supplier of agrochemicals in the international market. Globally the agrochemicals business is stable and growing marginally.

2. Opportunities and Threats:

Indian agriculture is dependent on monsoon. With adequate rainfall in the last two years and a normal monsoon predicted for the current year, the agriculture sector looks forward to a good harvest. A good monsoon opens vast opportunity for the agriculture sector to implement best farm practices that optimize inputs – whether it is about soil conditions, seed quality, pest management, weed treatment or storage of harvested produce.

15

Farmers face great challenges while managing crop losses, battling climate change and many other dynamic circumstances such as water supply, power, transport and storing the harvest. Other challenges are the increasing cost of crop protection chemicals and the newly introduced high priced patented molecules.

A parallel market of spurious products and spiked pesticides has led to huge loss in brand identity and revenue. Demand for genetically modified seeds has offered protection against some pests and hence reduced dependence on insecticides. Increasing stress on consumption of organic foods has altered farming practices pushing out the use of chemical products.

Agricultural production is not growing in response to the food demand. Currently average crop yields in India are much lower than global benchmarks. India has the resources necessary to meet all its increasing needs, while keeping a surplus of farm produce, if the arable landscape is cultivated effectively. There is a need for a holistic ‘friend-of-the-farmer’ approach, offering locally relevant farming solutions.

Your Company enthusiastically offers farmer-focused programmes like Excel Kisan Mitra (EKM). Efforts of the Excel Kisan Mitra are multi dimensional and framed for the farmers to access crop and farm related knowhow, education, training and many other facilities in their respective regions. The EKM Centre offers technological support such as soil and water testing laboratory, delivering timely disbursement of crop/pest information, climate advisories, handholding the farmers about taking right and timely decisions. Farmers can register for membership and access a library of books, subscribe to a monthly crop related bulletin, a helpline service etc.

With Green Revolution the Indian farmers had learnt the use of chemical fertilizers. Overuse of chemical fertilizers has caused hardening of soil and drop in carbon content. With varying rainfall pattern the soil undergoes further erosion; also change in climate has made pest attacks very erratic and unpredictable causing confusion amongst farmers. After having accomplished a successful crop cycle the harvested produce needs to be stored with effective post harvest treatment to curb any menace caused by pests or rodents.

Farmers need inputs and solutions to accomplish reasonable return on all their farm investments. Your Company offers extensive solutions to farmers ranging from soil enrichment products, crop protection in the form of pesticides, fungicides and weedicides that help the farmers curtail crop loss throughout the crop cycle and with provisions for post harvest treatment. Besides a range of products, your Company has a good reach in markets supported with an efficient and effective distribution network. Various steps are being taken to launch new products and formulations, introducing product-baskets and improvising on processes to enhance quality and yield.

Weeding has turned to be an expensive process in farms with shortage of farm labour. Farmers have turned to our weedicide ‘Glyphosate’. With better awareness related to the application or usage methods, our weedicides - ‘Excel Mera 71’ and ‘Glycel’ – are well received. Your Company has a deep connect with farmers through its team on field. The team understands local needs and hence devises many tools such as a sprayer that helps effective and safe application of weedicides. Your Company continues to put thrust on ‘Soil Health and Plant Nutrition’ range of the products in order to provide balanced nutrition to the crop plants while maintaining soil health. Sulfur is now recognized as the fourth major nutrient. Your Company has responded with its first product in the fertilizer segment with launch of ‘Nutri S 90’. India is witnessing record foodgrain production. Storing over a million ton of foodgrain needs safe and effective pest management. ‘Celphos’, a fumigant, is a safe and effective solution for grain storage. More convenient packaging in the form of ‘Celphos Pouch’ has also been introduced.

Identifying the growth potential in the foliar spray segment, your Company has planned to launch a new product in the Kharif season. A new miticide has also been introduced.

Your Company, through its subsidiary, has initiated research and field trials for seeds, thereby widening coverage of its existing products.

Besides growth plans for the Indian market, your Company has identified good opportunities for its international markets. Registration and regulatory clearances for products require detailed processing which spans across years. This has impacted the introduction of new products or opening of new markets. In the very first year of operations, the newly formed subsidiary of your Company in Tanzania has recorded satisfactory performance.

16

3. Segment-wise performance and outlook:

The Company’s domestic sales were ` 405.80 crores compared to ` 470.04 crores in the previous year. Exports stood at ` 255.81 crores as compared to ` 232.24 crores in the previous year.

Product Portfolio:

Insecticides (57%)

Herbicides (25%)

Fumigants & Rodenticides (7%)

Fungicide (4%)

Others (4%)Soil Health & Plant

Nutrition (3%)

Insecticides (38%)Herbicides (38%)

Fumigants & Rodenticides (11%)

Fungicide (4%)

Others (4%)Soil Health & Plant Nutrition (5%)

2011-12 2010-11

As compared to last year, the sale of insecticides has dropped mainly on account of ban on manufacture and sale of Endosulfan. However, this has been partially compensated by growth in sale of various products in the herbicides, fumigants/rodenticides and soil nutrients segment.

Bulk and Brand Sales Compositions:

As mentioned in the Directors’ Report, few brands are being planned to be launched across various product categories. The new launches will add new dimension to the product portfolio and growth avenues for your Company.

4. Risks and Concerns:

50% of India’s population is engaged in the farm sector however agriculture accounts for less than 25% of the GDP. There is hidden unemployment and extreme poverty amongst Indian farmers. There is no predictability in farming. Dependency on monsoons, vagaries of climate change has impacted pest behaviour, affecting the quality and quantity of agricultural produce.

Dependency on China for supply of raw materials and the depreciating Rupee has affected the industry. Hence, your Company’s production costs have increased.

17

Hike in fuel price has resulted in inflationary trends across all sectors. The resultant increase in cost of petroleum based products and the cost of transportation led to an increase in the cost of distribution and solvent based formulations.

Significant part of exports of your Company is routed to countries in Asia, Africa and South America, offering good returns. However, these countries pose increased credit and political risks.

Two-thirds of our turnover is through branded products. Of late in both, the domestic and some international markets, the Company has come across several instances of counterfeiting of its products and availability of products deceptively resembling the Company’s premium brands. The Company has been taking suitable legal measures to safeguard its brand, image and interests in the market place.

There has been a consistent un-informed propaganda against the use and impact of pesticides. This is a serious cause of concern for the industry. Your Company acknowledges the need to effectively educate all groups by dissemination of right information, creating outreach and eliminating misconceptions against the use of chemical pesticides. More information needs to be made available to unveil importance and usefulness of crop protection for ensuring food security.

Suspension of production and sales of Endosulfan (barring some exports) pursuant to an ad interim order of Hon’ble Supreme Court of India has adversely affected the Company’s performance. An abrupt cessation on Endosulfan manufacture and sale within India has left your Company with a large inventory. Through the sale of some other products, the Company has managed to mitigate the shortfall, yet there has certainly been a dent in the margins.

The Competition Commission of India has passed an Order dated 23rd April, 2012 against your Company and other manufacturers of Aluminum Phosphide Tablets. Citing a violation of Section 3 of the Competition Act, 2002, your Company has been penalized with 9% of the average Company turnover for last 3 years, amounting to ` 63.90 crores. The Company has decided to challenge the said Order by filing an appeal before the Competition Appellate Tribunal.

5. Internal control systems and their adequacy:

The Company has proper and adequate system of internal audit and controls which ensures that all the assets are safeguarded against loss from unauthorised use or disposition and that all transactions are authorised, recorded and reported correctly. The Company is documenting and wherever required, improving upon/evolving and implementing best practices for each of its major functional areas with a view to strengthen its internal control systems.

The Company has assigned internal audit function to professional firms of Chartered Accountants. Regular internal audits and checks are carried out to ensure that the responsibilities are discharged effectively. All major findings and suggestions arising out of internal audit are reported and reviewed by the Audit Committee. The Management ensures implementation of these suggestions and reviews them periodically.

6. Financial Performance & Analysis:

The net sales for the year are ` 661.61 crores as compared to ` 702.28 crores in the previous year. The profit before tax is `21.84 crores for the year under review as compared to ` 61.79 crores in the previous year. Exports have grown to ` 255.81 crores in the current year as compared to ` 232.24 crores in the previous year. As stated in the Directors’ Report, the performance was adversely affected by loss of the Endosulfan business and reduced sales of Glyphosate in Maharashtra.

7. Human Resource Development/Industrial Relations:

Your Company believes that the Human Capital is its greatest asset. All accomplishments in research, product development, marketing, supply chain, finance are the result of the skill sets that are harnessed through routine training and developmental projects.

There is a strong support from the Industrial Relations team to forge successful working relationships with all teams at the manufacturing facilities and offices.

18

Policies are reviewed on a regular basis to encourage employee engagement. Your Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees and the management at all levels.

The employee strength of the Company as on 31st March, 2012 was 1128.

8. Cautionary Statement:

Statements in this report on Management Discussion and Analysis relating to the Company’s objectives, projections, estimates, expectations or prediction may be forward looking within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results might differ materially from those expressed or implied depending upon factors such as climatic conditions, global and domestic demand-supply conditions, finished goods prices, raw materials cost and availability, foreign exchange market movements, changes in Government regulations and tax structure, economic and political developments within India and the countries with which the Company has business and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of forward looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.


19

CORPORATE GOVERNANCE REPORT

1. Company’s Philosophy on the Code of Corporate Governance

Excel Crop Care Limited is a socio economic organisation which has showed preparedness to strike new and uncharted paths to progress as an economic and social enterprise. Your company is built on durable value systems that have risen out of the legacy from the founders of this organisation. These values match with the new challenges for growth and are framed out of hard work, inspiration combined with creativity. As a result of this approach, the Company upholds its corporate governance at the highest level and to ensure that all the interests of the shareholders are protected, the teams display great transparency, empowerment, accountability and integrity in all its business and policy affairs. The Corporate Governance Code has been incorporated on the basis of Clause 49 of the Listing Agreements with the Stock Exchanges.

The Company endeavours not only to meet the statutory requirements in this regard but also to go well beyond them by instituting such systems and procedures as are in accordance with the latest global trends of making management completely transparent and institutionally sound. The Company has professionals on its Board of Directors who are actively involved in the deliberations of the Board on all important policy matters.

2. Board of Directors

The present strength of the Board is twelve directors. The Board comprises of one Managing Director, one Executive Director and ten Non-Executive Directors. The Company does not have any Nominee Director appointed by Financial Institutions.

The Company has obtained the requisite disclosures from the Directors in respect of their directorship in other companies and membership/chairmanship in committees of other companies. The particulars of composition of the Board of Directors and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also the number of directorships/memberships of committees of other companies are as under:

NAME CATEGORY NO. OF BOARD MEETINGS ATTENDED DURING 2011-12

ATTENDANCE AT LAST AGM

NO. OF OTHER DIRECTORSHIPS IN COMPANIES INCORPORATED IN INDIA *

NO. OF OTHER BOARD COMMITTEE **

MEMBER-SHIP

CHAIRMAN-SHIP

Mr. A. C. ShroffChairman

Promoter-Non-Executive

6 Yes 11 1 1

Mr. Dipesh K. Shroff Managing Director

Promoter-Executive

6 Yes 16 1 —

Mr. Prakash K. ShroffExecutive Director

Non-Independent-Executive

6 Yes 4 1 —

Mr. J. R. Naik Non-Independent-Non-Executive

6 Yes 12 2 —

Dr. Mukul G. Asher Independent-Non-Executive

6 Yes — — —

Mr. Sandeep Junnarkar Independent-Non-Executive

3 Yes 10 8 1

Mr. B. V. Bhargava Independent-Non-Executive

4 Yes 9 9 5

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NAME CATEGORY NO. OF BOARD MEETINGS ATTENDED DURING 2011-12

ATTENDANCE AT LAST AGM

NO. OF OTHER DIRECTORSHIPS IN COMPANIES INCORPORATED IN INDIA *

NO. OF OTHER BOARD COMMITTEE **

MEMBER-SHIP

CHAIRMAN-SHIP

Mr. Kevin Martin (Resigned on 25.05.2011)

Non-Independent-Non-Executive

— N.A. — — —

Mr. Sharad L. Patel Independent-Non-Executive

6 Yes 5 — —

Mr. Vinayak B. Buch Independent-Non-Executive

6 Yes 2 2 1

Mr. Deepak Bhimani Independent-Non-Executive

5 No 3 1 —

Mr. Ninad D. Gupte Non-Independent-Non-Executive

6 Yes 3 3 —

Mr. David Pullan (Appointed on 20.10.2011)

Non-Independent-Non-Executive

1 N.A. — — —

* Including Private Limited Company and Companies under Section 25 of the Companies Act, 1956. ** Private Limited Company and Companies under Section 25 of the Companies Act, 1956 are excluded and the committee

considered Audit Committee, Shareholders’/Investors’ Grievance Committee and Remuneration Committee.

The Company held 6 meetings of its Board of Directors during the year on the following dates:

25th May, 2011 27th July, 2011 20th October, 2011

14th December, 2011 25th January, 2012 21st March, 2012

3. Particulars of the Directors seeking Appointment/Re-appointment at the forthcoming Annual General Meeting

Name of the Director Mr. Vinayak B. Buch Mr. Deepak Bhimani Mr. B. V. Bhargava Mr. David A. Pullan

Date of Birth 21.02.1940 31.08.1939 16.04.1936 11.10.1951

Date of Appointment 25.01.2006 16.07.2008 29.10.2003 20.10.2011

Expertise in specific functional areas

IAS Officer (Retired) with experience in Public Administration and Management

Vast experience and expertise in the area of specialty and performance chemicals

Development Banking, Project Finance and Credit Rating

Vast experience and expertise in Chemical manufacturing.

Qualifications Master’s Degree in Economics and Econometrics

Post graduation in the field of Textile Chemistry

M.Com., LL.B. B.E. (Mech)

21

Name of the Director Mr. Vinayak B. Buch Mr. Deepak Bhimani Mr. B. V. Bhargava Mr. David A. Pullan

Other Public Companies in which Directorship held

1. Steel Cast Ltd.2. Agrocel Industries

Ltd.

Jayant Agro Organics Ltd. 1. CRISIL Ltd.2. Grasim Industries Ltd.3. ICICI Lombard

General Insurance Company Ltd.

4. J. K. Lakshmi Cement Ltd.

5. Supreme Industries Ltd.

6. L&T Infrastructure Finance Company Ltd.

7. Grasim Bhiwani Textiles Ltd.

8. Lakshmi Precision Screws Ltd.

9. L&T Finance Holdings Limited

None

Other Public Companies in which membership of Committees of Directors held

Member of Remuneration Committee:1. Steel Cast Ltd.

(Chairman)2. Agrocel Industries

Limited

Member of Audit Committee:Jayant Agro Organics Ltd.

Member of Audit Committee: 1. CRISIL Ltd.2. J. K. Lakshmi Cement

Ltd. (Chairman)3. Grasim Industries

Ltd. (Chairman)4. Grasim Bhiwani

Textiles Ltd. (Chairman)

5. L&T Infrastructure Finance Company Limited

6. L&T Finance Holdings Ltd.

Member of Shareholders’/Investors’ Grievance Committee:1. CRISIL Ltd.

(Chairman)

Member of Remuneration Committee:1. CRISIL Ltd.

(Chairman)2. Supreme Industries

Ltd.

No. of shares held in the Company as on 31st March, 2012

Nil Nil Nil Nil

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4. Shareholding of Non-Executive Directors as on 31st March, 2012

Sr. No. Name of the Director No. of Shares Held

1. Mr. A. C. Shroff 83,070

2. Mr. J. R. Naik 75

3. Mr. Ninad D. Gupte 120

None of other Non-Executive Directors hold any shares as on 31st March, 2012.

5. Audit Committee

The role of the Audit Committee is to supervise the Company’s reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors, Internal Auditors and Cost Auditors and fixation of their remuneration, to approve the appointment of the Chief Financial Officer, to review and discuss with the Auditors about the adequacy of internal control systems, the scope of Audit including the observations of the Auditors, major accounting policies, practices and entries, compliances with Accounting Standards and Listing Agreements with the Stock Exchanges and other legal requirements concerning financial statements and related party transactions, to review the Company’s financial and risk management policies, Management Discussion and Analysis of financial condition and results of operations, the financial statements of the Company’s Subsidiaries and discuss with Internal Auditors any significant findings for follow-up thereon and to review the Quarterly and Annual Financial Statements before they are submitted to the Board of Directors.

The Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and taken on record.

The Company has complied with the requirements of Clause 49(II) (A) of the Listing Agreements as regards the composition of the Audit Committee.

Details of the composition of the Audit Committee of the Company and the attendance of the Members at the same is summarised below:

Name of Director Category No. of Meetings held

No. of Meetings attended

Mr. B. V. Bhargava, Chairman

Independent, Non-Executive Director 5 3

Mr. J. R. Naik, Member

Non-Independent, Non-Executive Director 5 5

Dr. Mukul G. Asher, Member


Mr. Sharad L. Patel, Member


Mr. Pravin D. Desai, Vice President (Finance & Accounts) and Secretary of the Company, acted as the Secretary to the Committee. With effect from 21st March, 2012, Mr. Parind Badshah, Company Secretary, acts as the Secretary to the Committee.

The Audit Committee met on the following dates during the last financial year:

25th May, 2011 27th July, 2011 20th October, 2011

25th January, 2012 21st March, 2012

Audit Committee Meetings are also attended by senior finance and accounts executives, when required. Statutory Auditors, Internal Auditors and Cost Auditors of the Company are also invited to the meetings.

23

6. Remuneration Committee

Terms of reference and composition:

The broad terms of reference of the Company’s Remuneration Committee are to determine and recommend to the Board and the members, remuneration payable to the Managing Director and the Executive Director, to determine and advise the Board on the payment of annual increments and commission to the Managing Director and the Executive Director.

A Meeting of the Remuneration Committee was held on 24th May, 2011. Details of the composition and attendance at the Remuneration Committee Meeting during the last financial year was as follows:

Name of Director No. of Meetings held No. of Meetings attended

Mr. Sandeep Junnarkar, Chairman 1 —

Mr. B. V. Bhargava, Member 1 1

Mr. Sharad L. Patel, Member 1 1

Remuneration of Directors:

The Non-Executive Directors are paid sitting fees for meetings of Directors and Committees of Directors and commission as approved by the Members.

The Company pays remuneration to its Managing Director and Executive Director by way of salary, commission, perquisites and allowances. Salary is paid within the range as approved by the Shareholders. The Board, on the recommendations of the Remuneration Committee, approves annual increments to the Managing Director and the Executive Director. Commission payable to the Managing Director and the Executive Director is range bound not exceeding 24 months’ salary and is calculated having regard to the net profits of the Company in a particular financial year and is determined by the Board of Directors at the end of the financial year based on the recommendations of the Remuneration Committee, subject to the overall ceiling as stipulated in Sections 198 and 309 of the Companies Act, 1956. Non-Executive Directors are paid a commission not exceeding in the aggregate 1% of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 1956, in such proportion and manner as the Chairman may decide.

Given below are the details of remuneration of Directors for the financial year 2011-12.

Director Sitting fees for Board/Committee Meetings

(`)

Salaries and other perquisites

(`)

Other Remuneration

(`)

Commission

(`)

Total

(`)

Mr. A. C. Shroff 50,000 — — 3,25,000 3,75,000

Mr. Dipesh K. Shroff N. A. 58,66,400 — 14,50,000 73,16,400

Mr. Prakash K. Shroff N. A. 40,64,400 — 14,50,000 55,14,400

Mr. J. R. Naik 75,000 — 35,02,025 13,50,000 49,27,025

Dr. Mukul G. Asher 55,000 — — 3,00,000 3,55,000

Mr. Sandeep Junnarkar 15,000 — — 1,50,000 1,65,000

Mr. B. V. Bhargava 40,000 — — 3,00,000 3,40,000

Mr. Kevin Martin — — — — —

Mr. Sharad L. Patel 80,000 — — 2,00,000 2,80,000

Mr. Vinayak B. Buch 30,000 — — 2,00,000 2,30,000

24

Director Sitting fees for Board/Committee Meetings

(`)

Salaries and other perquisites

(`)

Other Remuneration

(`)

Commission

(`)

Total

(`)

Mr. Deepak Bhimani 25,000 — — 1,50,000 1,75,000

Mr. Ninad D. Gupte 30,000 — — 3,25,000 3,55,000

Mr. David A. Pullan — — — — —

Notes: 1. The employment of the Managing Director and the Executive Director is contractual for a period of five years and

terminable by either party giving three months’ notice. 2. Severance compensation is payable to the Managing Director and the Executive Director if their employment is

terminated before the contractual period, subject to the provisions and limitations specified in Section 318 of the Companies Act, 1956.

3. Commission to Mr. Dipesh K. Shroff, Managing Director and Mr. Prakash K. Shroff, Executive Director pertains to the year 2011-12 and Commission to the Non-Executive Directors pertains to the year 2010-11 which has been paid in the year 2011-12.

4. Other remuneration to Mr. J. R. Naik represents his fees as Corporate Adviser. Mr. J. R. Naik’s appointment as Corporate Adviser has been approved by the Members of the Company by way of a Special Resolution.

7. Shareholders’/Investors’ Grievance Committee The Company has constituted Shareholders’/Investors’ Grievance Committee to look into the investors’ complaints and to

redress the same expeditiously. Details of the composition of the Shareholders’/Investors’ Grievance Committee of the Company and the attendance of the

Members at the same are summarised below:

Name of Director No. of Meetings held No. of Meetings attended

Mr. A. C. Shroff, Chairman 4 4

Mr. J. R. Naik, Member 4 4

Mr. Sharad L. Patel, Member 4 4

Mr. Pravin D. Desai, Vice President (Finance & Accounts) and Secretary of the Company, acted as the Secretary to the Committee upto 21st March, 2012 and thereafter, Mr. Parind Badshah, Company Secretary acts as the Secretary of the Committee and is also designated as the Compliance Officer.

During the year, 18 complaints were received from investors, all of which were replied/resolved. There are no pending complaints as on 31st March, 2012.

8. General Meetings Location and time of the last three Annual General Meetings:

Year Location Day/Date Time No. of Special Resolutions

2008-09 Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai – 400 020.

Friday, 17th July, 2009 3.00 p.m. —

2009-10 do Wednesday, 28th July, 2010 3.00 p.m. 1

2010-11 do Wednesday, 27th July, 2011 3.00 p.m. —

25

Last year, there was no Special Resolution which was required to be put through postal ballot.

None of the resolutions proposed to be passed at the ensuing Annual General Meeting to be held on 25th July, 2012 is required or proposed to be put through postal ballot.

9. Disclosures

• RelatedPartyTransactions:

Related Party Transactions under Clause 49 of the Listing Agreements are defined as the transactions of the Company of a material nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.

Among the related party transactions are the contracts or arrangements made by the Company from time to time with the companies in which the Directors are interested. All these contracts or arrangements are entered in the Register of Contracts under Section 301 of the Companies Act, 1956 and the register is placed before the Board from time to time. There were no material transactions with related parties during the year 2011-12 that are prejudicial to the interest of the Company.

• StatutoryCompliance,PenaltiesandStrictures:

The Company has complied with the requirements of the Stock Exchanges/SEBI and Statutory Authorities on all matters related to Capital Markets during the last three years. There are no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authorities relating to the above.

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreements. The Company does not have a Whistle Blower Policy. No employee of the Company has been denied access to the Audit Committee of the Company.

10. Means of Communication:

– The unaudited quarterly and summarised audited annual results of the Company are generally published in the dailies published from Mumbai viz. Economic Times (English) and Maharashtra Times (Marathi).

– The above financial results, press releases and other major events/developments concerning the Company are also posted on the Company’s Website: http://www.excelcropcare.com

– Management Discussion and Analysis forms part of the Annual Report.

General Shareholder Information

• AnnualGeneralMeeting:

The Forty Eighth Annual General Meeting of the Members will be held on Wednesday, 25th July, 2012 at 3.00 p.m.

• Venue : Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai – 400 020.

• Financial Year : 1st April – 31st March.

• Dates of Book Closure : Saturday, the 14th July, 2012 – Wednesday, the 25th July, 2012 (both days inclusive).

• Dividend payment date : On or after 30th July, 2012.

• Listing on Stock Exchanges : The Bombay Stock Exchange Limited (BSE).

The National Stock Exchange of India Limited (NSE).

Listing fees for the year 2012-13 have been paid.

26

• StockCodes(forshares):

The Bombay Stock Exchange Limited (BSE) 532511

The National Stock Exchange of India Limited (NSE) EXCELCROP

Demat ISIN Number in NSDL and CDSL INE 223G01017

• VolumeofsharestradedonBSE:36,14,390

• MarketPriceData:

The Bombay Stock Exchange Limited

High Low

April, 2011 271.50 236.10

May, 2011 247.00 162.35

June, 2011 172.40 138.00

July, 2011 228.00 157.95

August, 2011 177.50 128.10

September, 2011 179.00 130.00

October, 2011 165.45 139.05

November, 2011 150.75 127.50

December, 2011 147.60 115.80

January, 2012 155.00 120.00

February, 2012 149.80 129.10

March, 2012 133.60 116.00

• SharePriceMovements:

Share Price Movement for the period April, 2011 to March, 2012 of Excel Crop Care Limited (ECCL) vs BSE Sensex.

27

• Share Transfer System: The share transfer function is carried out by the Registrars and Transfer Agents – Link Intime India Private Limited. Share transfers in physical form can be lodged at their office at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 (Tel.: 022-25963838/0320).

During the year, the Share Transfer Committee of the Company met at fortnightly intervals for approval of share transfers and other related matters.

Total number of shares transferred during the last two calendar years was as follows:

Particulars 2011-12 2010-11

Number of transfers 54 100

Numbers of shares processed 20,830 20,810

• DistributionofShareholdingsason31stMarch,2012:

RANGE NO. OF SHAREHOLDERS PERCENTAGE NO. OF SHARES PERCENTAGE

1-500 14,652 89.77 19,07,233 17.33

501-1000 926 5.67 6,81,453 6.19

1001-2000 394 2.41 5,67,178 5.15

2001-3000 129 0.79 3,24,529 2.95

3001-4000 53 0.32 1,86,321 1.69

4001-5000 31 0.19 1,42,921 1.30

5001-10000 60 0.37 4,13,249 3.75

Above 10000 77 0.48 67,82,746 61.64

Total 16,322 100.00 1,10,05,630 100.00

• CategoriesofShareholdersason31stMarch,2012:

CATEGORY NO. OF SHAREHOLDERS

VOTING STRENGTH%

NO. OF SHARES

Promoters 40 19.27 21,21,199

Insurance Companies 2 9.25 10,17,757

Foreign Company – Nufarm Limited, Australia 1 14.69 16,17,000

Indian Banks and Mutual Funds 13 1.73 1,90,571

Domestic Companies 352 6.46 7,10,479

Foreign Banks and Foreign Financial Institutions 12 2.40 2,64,003

Non Resident Individuals 187 1.20 1,31,577

Resident Individuals 15,715 45.00 49,53,044

Total 16,322 100.00 1,10,05,630

• DematerialisationofSharesandLiquidity:

80.79% of the Company’s share capital is held in dematerialised form as on 31st March, 2012. The Company’s shares are regularly traded on The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

28

• EquityShareintheDematSuspenseAccount In terms of Clause 5A(II) of the Listing Agreement, 39,831 equity shares of the Company issued in physical form to

278 shareholders, remain unclaimed and has been dematerialised and credited to ‘Excel Crop Care Limited – Unclaimed Shares Suspense Account’ on 24th January, 2012. Following are details in respect of equity shares lying in the Excel Crop Care Limited – Unclaimed Shares Suspense Account:

Number of Shareholders Number of Equity SharesAggregate Number of Shareholders and the outstanding shares lying in the suspense account 278 39,831Number of shareholders who approached the Company for transfer of shares from suspense account during the year 1 165Number of shareholders to whom share were transferred from the suspense account during the year 1 165Aggregate Number of Shareholders and the outstanding shares in the suspense account lying as on 31st March, 2012 277 39,666

The voting rights on the shares outstanding in the suspense account as on 31st March, 2012 shall remain frozen till the rightful owner of such share claims the shares.

• PlantLocations:

Factories: Windmills:(a) 6/2, Ruvapari Road,

Bhavnagar-364 005. (a) Plot No. A/2,

Village: Dhank, Taluka: Upleta, District: Rajkot, Gujarat.

(b) Plot No. 60, B Nanji Indl. Estate,Kharadpada,Silvassa-396 230.

(b) Survey No. 160 Village: Navadra,Taluka: Kalyanpur,District: Jamnagar, Gujarat.

(c) Kaira Gajod High Way,Gajod, Kutch.

(c) Survey No. 16/1Village: Jodhapar,Taluka: Kalyanpur,District: Jamnagar, Gujarat.

(d) Survey Nos. 1180/14 and 1180/15Village: Vandhiya,Taluka: Bhachau,District: Kutch, Gujarat.

• AddressforCorrespondence:

Registered Office:Excel Crop Care Limited184-87, Swami Vivekanand Road, Jogeshwari (West),Mumbai-400 102.Tel.: 022-6646 4200Fax: 022-2678 3657

Corporate Office:Excel Crop Care Limited13 & 14, Aradhana Industrial Development Corporation,Near Virwani Industrial Estate, Goregaon (East), Mumbai-400 063.Tel.: 022-4252 2200Fax: 022-4252 2380

29

• AddressforCorrespondenceforsharerelatedwork: M/s. Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai-400 078. Tel.: 022-2596 3838/0320

• Email-id of the Compliance Officer for communicating investor complaints/grievances: [email protected]

11. Declaration by Managing Director on Compliance with the Code of Conduct Policy: As provided under Clause 49 of the Listing Agreements with the Stock Exchanges, the Board Members and the Senior

Management Personnel have affirmed compliance with the Code of Conduct for the period ended 31st March, 2012.

DIPESH K. SHROFFManaging Director


COMPLIANCE CERTIFICATE FROM AUDITORS

ToThe Members of Excel Crop Care Limited

We have examined the compliance of conditions of corporate governance by Excel Crop Care Limited, for the year ended on 31 March 2012, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange(s).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For S.R. BATLIBOI & CO.Firm registration number: 301003E Chartered Accountants

per Vijay ManiarPartner Membership No.: 36738

Place: MumbaiDate: 30 May, 2012

30


1. Names of the subsidiary company Excel Crop Care (Australia) Pty Limited

Excel Crop Care (Europe) N. V.

ECCL Investments and Finance Ltd.

Excel Genetics Limited

Excel Crop Care (Africa) Limited

2. The financial year of the subsidiary company ended on

31st March, 2012 31st March, 2012 31st March, 2012 31st March, 2012 31st March, 2012

3. Date from which it became subsidiary 1st April, 2002* 1st April, 2002* 24th August, 2006 10th August, 2009 15th June, 2010

4. Shares of the subsidiary company held by Excel Crop Care Limited and its wholly owned subsidiary, at the end of the financial year of the subsidiary company —

(a) Number and face value 25,000 Ordinary Shares of Aus. $ 1/- each

100 Ordinary Shares of Euro 630/- each

50,000 Equity Shares of ` 10/- each

22,50,000 Equity Shares of ` 10/- each

1,700 Equity Shares of Tanzania Shilling 1,00,000 each

(b) Extent of holding 100% 100% 100% 75% 100%

5. Net aggregate profits/losses of the subsidiary company, so far as it concerns the members of Excel Crop Care Limited —

(a) not dealt with in the accounts of Excel Crop Care Limited for the year ended 31st March, 2012, amounted to:

(i) for the subsidiary company’s financial year ended as in (2) above since it became subsidiary

Aus. $ (-) 29,824 Euro 3.639,77 ` (-) 7,072 ` (-) 67,93,688 TZS 70,112,387

(ii) for previous financial years of the subsidiary company

Aus. $ 1,44,672 Euro 1.569.294,52 ` (-) 1,68,428 ` (-) 89,52,269 TZS (-) 16,999,636

(b) dealt with in the accounts of Excel Crop Care Limited for the year ended 31st March, 2012, amounted to:

(i) for the subsidiary company’s financial year ended as in (2) above since it became subsidiary

NIL NIL NIL NIL NIL

(ii) for previous financial years of the subsidiary company

NIL NIL NIL NIL NIL

6. The financial years of Excel Crop Care Limited and its Subsidiary Companies ended on 31st March, 2012 and hence no information pursuant to Section 212(5) is given.

7. The Company has established Excel Brasil Agronegocious Ltda, a wholly owned subsidiary company, in Brazil on 30th March, 2011. The Company has not made any investments in the shares of the said subsidiary company. Excel Brasil Agronegocious Ltda had no financial transactions during the year ended 31st March, 2012 and hence it has no Financial Statements for the said financial year.

* Being the Date under the Scheme of Arrangement with Excel Industries Limited which became operative, from 1st September, 2003.

A. C. SHROFFChairman

PRAKASH K. SHROFFExecutive Director

PRAVIN D. DESAI Vice President (Finance & Accounts)


J. R. NAIKDirector

PARIND BADSHAHCompany Secretary

Mumbai,30th May 2012

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES


31

Auditors’ report

to the Members of excel Crop Care Limited

1. We have audited the attached Balance Sheet of Excel Crop Care Limited (‘the Company’) as at 31 March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) (‘the Order’) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (‘the Act’), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

v. On the basis of the written representations received from the directors, as on 31 March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For S. R. BATLIBOI & CO. Firm registration number: 301003EChartered Accountantsper Vijay ManiarPartner Membership No.: 36738Place: MumbaiDate: 30 May 2012

32


Annexure referred to in paragraph 3 of our report of even date Re: Excel Crop Care Limited (‘the Company’)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed asset during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted or taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(iii)(a) to 4(iii)(g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time except in respect of certain transactions, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

(vi) In respect of deposits accepted, in our opinion and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act, and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Act related to the manufacture of insecticides and fertilizers and generation of electricity and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income tax, sales tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

33

Name of the statute Nature of dues Amount (` in lacs)

period to which amount pertains

Forum where dispute is pending

Income tax Act, 1961 Income-tax Demands 28.06 Assessment Year 2006-2007

Commissioner of Income Tax (Appeal), Mumbai


Commissioner of Income Tax (Appeal), Mumbai


Income Tax Officer (TDS)

Central Excise Act, 1944 Excise Duty Demands 2.77 Year 1994 Commissioner of Excise (Appeal) – RajkotCentral Excise Act, 1944 Excise Duty Demands 1.63 Year 2007 Commissioner of Central Excise (Appeal)

– GajodCentral Sales Tax Act, 1956 Sales-tax Demands 7.58 April 2008-

June 2009Commercial Tax Tribunal, Lucknow

Haryana VAT Act, 2003 VAT Liability 8.85 Year 2007-08 Joint Excise and Taxation Commissioner (Appeals), Rohtak

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loan taken by other from bank, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S. R. BATLIBOI & CO. Firm registration number: 301003EChartered Accountants


Place: MumbaiDate: 30 May 2012

34


BALANCE SHEET AS AT 31ST MARCH, 2012

Notes

As at 31st March, 2012

(` in lacs)


(` in lacs)i. eQuitY ANd LiABiLities

(1) sHAreHoLders' FuNds (a) Share Capital ‘3’ 5,50.28 5,50.28 (b) Reserves and Surplus ‘4’ 215,24.79 202,19.36

220,75.07 207,69.64(2) deFerred GoVerNMeNt GrANts 32.09 39.41(3) NoN CurreNt LiABiLities (a) Long Term Borrowings ‘5’ 29,14.92 13,80.25 (b) Deferred Tax Liability (Net) ‘6’ 10,81.01 9,28.71 (c) Other Long Term Liabilities ‘7’ 28.92 50.59 (d) Long Term Provisions ‘8’ 8,57.39 8,14.75

48,82.24 31,74.30(4) CurreNt LiABiLities (a) Short-Term Borrowings ‘9’ 92,05.84 101,90.31 (b) Trade Payables ‘10’ 158,10.32 107,32.44 (c) Other Current Liabilities ‘11’ 29,70.19 17,75.82 (d) Short-Term Provisions ‘8’ 4,76.91 11,29.32

284,63.26 238,27.89 TOTAL 554,52.66 478,11.24

ii. Assets(1) NoN CurreNt Assets (a) FIXED ASSETS (i) Tangible Assets ‘12’ 127,61.09 111,56.62 (ii) Intangible Assets ‘13’ 2,33.33 2,72.04 (iii) Capital Work-in-Progress 2,54.36 2,66.45 (iv) Intangible Assets under Development 1,70.59 — (b) Non Current Investments ‘14’ 5,25.23 6,96.26 (c) Long Term Loans and Advances ‘15’ 8,73.64 12,57.98 (d) Other Non Current Assets ‘17’ 2,21.06 1.00

150,39.30 136,50.35(2) CurreNt Assets (a) Current Investment ‘18’ — 25.00 (b) Inventories ‘19’ 165,34.15 139,54.62 (c) Trade Receivables ‘16’ 163,74.94 150,88.23 (d) Cash and Bank Balances ‘20’ 27,72.51 8,49.10 (e) Short Term Loans and Advances ‘15’ 38,58.13 29,80.21 (f) Other Current Assets ‘17’ 8,73.63 12,63.73

404,13.36 341,60.89 TOTAL 554,52.66 478,11.24

Summary of significant accounting policies ‘2.1’

The accompanying notes are an integral part of the financial statements.

As per our Report of even date.

For S.R. BATLIBOI & CO.Firm Registration Number: 301003EChartered Accountants.

per VIJAY MANIARPartnerMembership No.: 36738

Mumbai30 May 2012



PRAVIN D. DESAIVice President (Finance & Accounts)

Mumbai30 May 2012


J. R. NAIKDirector



35

NotesCurrent Year

(` in lacs)Previous Year

(` in lacs)

iNCoMe

I. Revenue from operations (gross) 715,92.75 772,38.89

Less: Excise duty 38,76.39 46,73.95

Revenue from operations (net) ‘21’ 677,16.36 725,64.94

II. Other Income ‘22’ 6,73.62 7,19.96

III. total revenue (i+ii) 683,89.98 732,84.90

IV. eXpeNses:

Cost of raw materials consumed ‘23’ 285,08.13 320,44.61

Purchases of Traded goods ‘24’ 122,62.29 57,29.44

(Increase)/Decrease in Inventories of Finished goods, Work-in-progress and Traded goods

‘24’ (4,83.62) 7,68.56

Employee benefits expense ‘25’ 45,25.20 50,88.70

Finance costs ‘26’ 13,95.82 9,72.25

Depreciation and amortisation expense ‘27’ 13,73.61 12,66.13

Other expenses ‘28’ 180,15.00 202,15.85

total expenses (iV) 655,96.43 660,85.54

V. Profit before exceptional items and tax (III-IV) 27,93.55 71,99.36

VI. Exceptional item ‘31’ 6,10.00 10,20.00

VII. Profit before tax (V-VI) 21,83.55 61,79.36

VIII. Tax expenses

Current tax 6,00.00 22,59.01

MAT credit entitlement (1,30.00) —

Deferred tax 1,52.30 (4,48.09)

Tax in respect of earlier years — (0.17)

Total tax expenses 6,22.30 18,10.75

profit for the year (Vii-Viii) 15,61.25 43,68.61

EARNINGS PER EQUITY SHARE ‘29’ ` `

Basic and Diluted Earnings Per Share 14.19 39.69

Face Value per Share 5.00 5.00


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

The accompanying notes are an integral part of the financial statements.


For S.R. BATLIBOI & CO.Firm Registration Number: 301003EChartered Accountants.


Mumbai30 May 2012




Mumbai30 May 2012


J. R. NAIKDirector


36


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

For the year ended 31st March, 2012


(` in lacs) (` in lacs) (` in lacs) (` in lacs)

A. CAsH FLoW FroM operAtiNG ACtiVities

Profit Before Tax 21,83.55 61,79.36

Adjustments for:

Depreciation and Amortisation Expense 13,73.61 12,66.13

Bad Debts/Sundry Debit Balances Written Off 96.31 1,20.19

Provision for Doubtful Receivable — 1,20.31

Sundry Credit Balances Written Back (1,99.72) (2,94.34)

Loss/(Profit) on sale/disposal of Tangible Assets 10.68 (25.44)

Tangible Assets Written Off 35.80 47.89

Provision for Gratuity 11.74 4,41.72

Provision for Employee Leave Benefits 39.96 2,22.63

Provision for Inventory 6,10.00 10,20.00

Provision for Diminution in value of investments 1,71.04 —

Provision for Diminution in value of investments Written Back — (25.00)

Interest Income (1,77.38) (48.95)

Dividend Income (5.51) (2.89)

Finance Costs 13,95.82 9,72.25

Short/(Excess) Provision for other items (Net) (1,57.08) (2,05.18)

Income in respect of Government Grant (7.32) 31,97.95 (7.32) 36,02.00

Operating Profit before working capital changes 53,81.50 97,81.36

Adjustments for:

Decrease/(Increase) in Trade Receivables (13,83.02) 11,45.76

Decrease/(Increase) in Inventories (31,89.53) (6,76.35)

Decrease/(Increase) in Other Non Current Assets and Current Assets 4,91.12 (6,73.36)

Decrease/(Increase) in Long Term & Short Term Loans and Advances (6,31.99) 8,33.15

Increase/(Decrease) in Trade Payables 54,34.68 (7,08.29)

Increase/(Decrease) in Long Term and Short Term Provisions (3,00.46) (6,17.32)

Increase/(Decrease) in Other Long Term and Other Liabilities 8,50.19 12,70.99 (3,22.04) (10,18.45)

Cash generated from Operations 66,52.49 87,62.91

Direct taxes paid 7,94.50 19,68.16

Net cash from Operating Activities (A) 58,57.99 67,94.75


37

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012



(` in lacs) (` in lacs)

B. CAsH FLoW FroM iNVestiNG ACtiVities

Purchase of Tangible assets including Capital Advances (28,59.84) (26,83.89)

Sale of Tangible assets 22.95 65.00

Purchase of Investments in Subsidiaries — (2,61.12)

Purchase of Other Investments — (13,69.19)

Proceeds from sale of Investments 24.99 12,00.00

Investments in Bank Deposits (having original maturity of more than three months) (22,92.50) —

Maturity of Bank Deposits (having original maturity of more than three months) 1,97.00 —

Loans given (30.80) (4.48)

Loans recovered 49.08 20.00

Interest received 1,07.80 47.71

Dividend received 5.51 2.89

Net cash used in Investing Activities (B) (47,75.81) (29,83.08)

C. CAsH FLoW FroM FiNANCiNG ACtiVities

Proceeds from long term borrowings 22,92.50 20,00.00

Repayment of long term borrowings (6,87.95) (48.59)

Proceeds from short term borrowings 185,94.52 218,41.38

Repayment of short term borrowings (195,78.98) (261,13.31)

Interest and finance cost paid (13,97.02) (9,39.06)

Dividend Paid (4,10.39) (6,81.60)

Tax on distributed Profits (66.95) (1,14.24)

Net cash used for Financing Activities (C) (12,54.27) (40,55.42)

Net increase in cash and cash equivalents (A+B+C) (1,72.09) (2,43.75)

Cash and cash equivalents at the beginning of the year 8,49.10 10,92.85

Cash and cash equivalents at the end of the year 6,77.01 8,49.10

Components of Cash and Cash equivalents

Cash on hand 4.83 5.68

Balance with banks:

(a) in current account 6,29.01 8,02.56

(b) in unpaid dividend accounts * 43.17 40.86

total Cash & Cash equivalents (as per note 20) 6,77.01 8,49.10


* These balances are not available for use by the Company as they represent corresponding unpaid dividend liabilities.


For S. R. BATLIBOI & CO.Firm Registration Number: 301003EChartered Accountants.


Mumbai30 May 2012




Mumbai30 May 2012


J. R. NAIKDirector


38


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012

1. CorporAte iNForMAtioN: Excel Crop Care Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares

are listed on two stock exchanges in India. The Company is engaged in the business of agro chemicals and manufactures technical grade pesticides and formulations. The Company also manufactures and markets other agri inputs like soil enrichers, bio-pesticides, plant growth regulators and soil and plant nutrition products. The Company has presence in both domestic and international markets.

2. BAsis oF prepArAtioN: The financial statements have been prepared to comply in all material respects with the Notified Accounting Standards by Companies (Accounting Standards)

Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year, except for the change in accounting policy explained below.

2.1 suMMArY oF siGNiFiCANt ACCouNtiNG poLiCies:

(a) Change in accounting policy:

Presentation and disclosure of financial statements: During the year ended 31st March, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company,

for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

(b) use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make judgement,

estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

(c) tangible Fixed Assets: Fixed Assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost comprises the purchase price and any

attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

(d) depreciation:

(i) In respect of Buildings, Plant and Machinery and Electrical Installations, on straight line basis in accordance with Section 205(2)(b) of the Companies Act, 1956, at the straight line rates specified in Schedule XIV to the Companies Act, 1956, except for certain items of Plant and Machinery, rate of 10% on straight line basis has been applied in place of 5.28% specified in Schedule XIV.

(ii) Leasehold Improvements are depreciated on straight line basis over the lease period upto 60 months.

(iii) In respect of additions to/deletions from the Fixed Assets, on pro-rata basis with reference to the date of addition/deletion of the assets except for assets costing ` 5,000 or less which have been fully depreciated.

(iv) In respect of all other Fixed Assets, on written down value basis in accordance with Section 205(2)(a) of the Companies Act, 1956, at the rates specified in Schedule XIV to the Companies Act, 1956.

(e) impairment of tangible and intangible assets:

(i) The carrying amounts of assets are reviewed for impairment at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

(ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(iii) A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

(f) intangible Assets and Amortisation:

(i) Intangible assets are stated at cost less accumulated amortisation.

(ii) Amortisation: Data Registration expenses (including registration fees) are amortised on a straight line basis over a period of three years and computer

software/licence fees and data compensation charges are amortised on a straight line basis over a period of four years.


39


(iii) research and development Costs: Research costs (other than cost of Fixed Assets acquired) are charged as an expense in the year in which they are incurred and are reflected under

the appropriate heads of accounts. Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised over the period of expected future sales from the related project, not exceeding ten years.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

(g) Leased Assets: Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term. Lease income is recognised in the statement of profit and loss on an accrual basis.

(h) Government Grants and subsidies: When the grant or subsidy relates to an expense item, it is recognised as income over the periods necessary to match them on a systematic basis to the costs,

which it is intended to compensate. Where the grant or subsidy relates to an asset, its value is deducted in arriving at the carrying amount of the related asset.

(i) investments:

Presentation and Disclosure: Investments, which are readily realisable and intended to be held for not more than one year from balance sheet date are classified as current

investments. All other investments are classified as long term investments.

Recognition and Measurement: Investments that are readily realisable and intended to be held for not more than one year from the date on which such investments are made, are

recognised as current investments. All other investments are recognised as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost of acquisition. However, provision for diminution in value is made to recognise a decline, other than temporary, in the value of the investments.

(j) inventories:

Raw materials, containers, stores and spares Lower of cost and net realisable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a moving weighted average basis.

Finished goods and Work-in-progress Lower of cost and net realisable value. Cost includes direct materials, labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty. Cost is determined on standard costing basis.

Traded Goods Lower of cost and net realisable value. Cost is determined on a moving weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale.

(k) revenue recognition: Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Sale of Goods:

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Gross turnover includes Excise Duty but does not include Sales Tax and VAT.

Export benefits:

Duty free imports of raw materials under Advance License for Imports as per the Export and Import Policy are matched with the exports made against the said licenses and the net benefit/obligation is accounted by making suitable adjustments in raw material consumption.

The benefit accrued under the Duty Entitlement Pass Book Scheme and other schemes as per the Export and Import Policy in respect of exports made under the said Schemes is included under the head “revenue from operations” as ‘Incentives on Exports’.

Income from Services:

Revenue from service contracts are recognised pro-rata over the period of the contract as and when services are rendered and are net of service tax.

Interest:

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income is included under the head “Other Income” in the statement of profit and loss.

40



Dividends:

Revenue is recognised when the shareholders’ right to receive payment is established by the Balance Sheet date.

Royalties:

Revenue is recognised on an accrual basis in accordance with the terms of relevant agreement.

Other Income:

Certain items of income such as minor insurance claims, overdue interest from customers and other benefits are considered to the extent the amount is ascertainable/accepted by the parties.

(l) Foreign currency translations:

(i) Initial Recognition:

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

(ii) Conversion:

Foreign currency monetary items are reported using the closing exchange rate on the Balance Sheet date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

(iii) Exchange Differences:

Exchange differences arising on the settlement of monetary items or on reporting monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise except those arising from investments in non-integral operations.

(iv) Forward Exchange Contracts:

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year.

(v) Accounting for Derivatives:

The Company uses derivative financial instruments such as currency swap and interest rate swaps to hedge its risks associated with foreign currency fluctuations and interest rate fluctuations. As per ICAI announcement regarding accounting for derivative contracts, other than covered under AS 11, these are marked to market on the portfolio basis and net loss after considering the offsetting effect on the underlying hedged item is charged to the statement of profit and loss. Net gains are ignored.

(m) retirement and other employee benefits:

(i) Retirement benefits in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the statement of profit and loss for the year when the contribution to the fund accrues. There are no obligations other than the contribution payable to the Provident Fund Trust.

(ii) Retirement benefits in the form of Superannuation Fund is a defined contribution scheme and the contribution is charged to the statement of profit and loss for the year when the contribution accrues. There are no obligations other than the contribution payable to the Superannuation Fund Trust. The scheme is funded with Insurance Company in the form of a qualifying insurance policy.

(iii) Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The scheme is funded with Insurance companies in the form of qualifying insurance policies.

(iv) Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end.

(v) Actuarial gains/losses are recognised immediately to the statement of profit and loss and are not deferred.

(vi) Payments made under the Voluntary Retirement Scheme are charged to the statement of profit and loss immediately.


41


(n) income taxes: Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in

accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Wealth Tax is provided in accordance with the provisions of the Wealth Tax Act, 1957.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT) credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit and loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

(o) earnings per share: Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable

taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(p) provisions: A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the

obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(q) Contingent Liability: A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more

uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.

(r) Cash and Cash equivalents: Cash and cash equivalents in the Cash Flow Statement comprise cash at bank and in hand and short-term investments with an original maturity of

three months or less.

(s) segment reporting:

Identification of segments:

Segments are identified in line with AS-17 “segment Reporting”, taking into consideration the internal organisation and management structure as well as the differential risk and returns of the segment.

Based on the Company’s business model, Agro Inputs have been considered as the only reportable business segment and hence no separate disclosures provided in respect of its single business segment. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Segment Policies:

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

(t) Borrowing costs: Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get

ready for its intended use or sale. All other borrowing costs are expensed in the period they occur. Interest and other costs incurred for acquisition and construction of qualifying assets, upto the date of commissioning/installation, are capitalised as part of the cost of the said assets.

42



(` in lacs)


(` in lacs)

3. sHAre CApitAL

Authorised:

1,20,00,000 (Previous Year: 1,20,00,000) Equity Shares of ` 5/- each 6,00.00 6,00.00

6,00.00 6,00.00

Issued, Subscribed and Fully Paid-up Shares:

1,10,05,630 (Previous Year: 1,10,05,630) Equity Shares of ` 5/- each fully paid-up 5,50.28 5,50.28

TOTAL 5,50.28 5,50.28

(a) There is no change in the Share Capital during the current and preceding year.

(b) The Company has only one class of equity shares having par value of ` 5/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2012, the amount of per share dividend recognised as distribution to equity shareholders was ` 2/- (Previous Year: ` 3.75/-).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the CompanyNo. of shares

(% of shareholding)

(i) Nufarm Limited 16,17,000 16,17,000(14.69%) (14.69%)

(ii) Life Insurance Corporation of India 7,24,420 7,24,420(6.58%) (6.58%)


(` in lacs)


(` in lacs)

4. reserVes ANd surpLus

(1) General Reserve:

Balance as per the last financial statements 183,12.46 153,12.46

Add: Amount transferred from surplus balance in the statement of profit and loss 13,00.00 30,00.00

196,12.46 183,12.46

(2) Surplus in the statement of profit and loss

Balance as per the last financial statements 19,06.90 10,17.95

Add: Profit for the year 15,61.25 43,68.61

34,68.15 53,86.56

Less: Appropriations

(a) Proposed Dividend [amount per share ` 2/- (Previous Year: ` 3.75/-)] 2,20.11 4,12.71

(b) Tax on Proposed Dividend 35.71 66.95

(c) Transfer to General Reserve 13,00.00 30,00.00

15,55.82 34,79.66

Net surplus in the statement of profit and loss 19,12.33 19,06.90

TOTAL 215,24.79 202,19.36



43


5. LoNG terM BorroWiNGs Non-current portion Current maturitiesAs at 31st

March, 2012 (` in lacs)


(` in lacs)


(` in lacs)


(` in lacs) TERM LOANS (Secured) (1) From Banks Indian rupee loan 6,80.00 13,40.00 6,60.00 6,60.00 Foreign currency loan 22,26.00 — 3,18.00 — (2) From Others Vehicle Loan 8.92 40.25 31.33 27.95

29,14.92 13,80.25 10,09.33 6,87.95 Amount disclosed under the head “other current liabilities” (refer note 11) — — (10,09.33) (6,87.95)

TOTAL 29,14.92 13,80.25 — —

(a) Indian Rupee term loan from bank carries interest @ 10.41% p.a. The loan is repayable initially in 8 quarterly instalments of ` 1,65 lacs and subsequently in 8 quarterly instalments of ` 85 lacs each from 30.06.2011. The loan is secured by first exclusive charge on Windmill at Vandhiya (Kutch) and Plant and Machinery and Equipments situated at Gajod and Silvassa units of the Company.

(b) Foreign currency term loan carries interest @ LIBOR + 150 bps (8.15% p.a. on a fully hedged basis). The loan is repayable in 8 half yearly instalments of ̀ 2,86.56 lacs each from 07.03.2013. The Loan is to be secured by mortgage of a plot of land and Plant and Machinery and Equipments situated at Bhavnagar.

(c) Term loan under vehicle finance scheme was taken during the financial year 2008-09 and carries interest rate ranging from 11.72% to 11.74% p.a. The loan is repayable in 59 monthly instalments of ` 2.87 lacs each along with interest, from the date of loan and secured by hypothecation of the vehicles acquired by utilising the said loan.

8. proVisioNs Long-term short-termAs at 31st



(` in lacs)


(` in lacs)


(` in lacs) provision for employee benefits (1) Provision for gratuity (refer note 39) — — — 2,31.39 (2) Provision for leave benefits 8,57.39 8,14.75 87.27 89.95

8,57.39 8,14.75 87.27 3,21.34

other provisions (1) Provision for Taxation [Net of Advance Tax ` 115,73.98 lacs

(Previous Year: ` 107,63.79 lacs)] — — 1,33.82 3,28.32 (2) Proposed Dividend on Equity Shares — — 2,20.11 4,12.71 (3) Provision for Tax on Distributed Profits — — 35.71 66.95

— — 3,89.64 8,07.98

TOTAL 8,57.39 8,14.75 4,76.91 11,29.32


(` in lacs)


(` in lacs)6. deFerred tAX LiABiLitY (Net) (a) Deferred Tax Liability: Depreciation and amortisation 20,68.41 16,84.20

(b) Deferred Tax Assets: (i) Liabilities Allowable on Payment basis 3,26.64 2,92.64 (ii) Provision for Doubtful Receivables 1,31.91 1,31.91 (iii) Provision for Inventory 5,28.85 3,30.94

9,87.40 7,55.49

TOTAL 10,81.01 9,28.71

7. otHer LoNG terM LiABiLities Sundry Deposits 28.92 50.59

44




(` in lacs)


(` in lacs)

9. sHort terM BorroWiNGs

(1) From Banks: (Secured)

(a) On Working Capital Demand Loan/Short Term Loan Accounts 25,00.00 4,00.00

(b) On Cash/Packing Credit Accounts 35,33.30 39,24.22

(c) Bills Discounting 13,72.54 23,09.58

74,05.84 66,33.80

(2) Short Term Loans from Banks (Unsecured) 18,00.00 35,56.51

TOTAL 92,05.84 101,90.31

Note:

The secured borrowings from banks are secured by way of hypothecation of all tangible movable assets, both present and future, including stock of raw materials, finished goods, work-in-process, stores, trade receivables.


(` in lacs)


(` in lacs)

10. trAde pAYABLes

Trade payables (including acceptances) [refer note 32 for details of dues to micro and small enterprises] 158,10.32 107,32.44


(` in lacs)


(` in lacs)

11. otHer CurreNt LiABiLities

(1) Current maturities of long- term borrowings (refer note 5) 10,09.33 6,87.95

(2) Interest accrued but not due on borrowings 12.30 13.05

(3) Investor Education and Protection Fund will be credited by the following amounts (as and when due):

(a) Unpaid Dividend 43.04 40.72

(b) Unpaid Matured Deposits 1.21 1.57

(c) Unpaid Interest 0.37 0.82

44.62 43.11

(4) Advances against Orders 10,09.70 1,55.89

(5) Sundry Deposits 5,63.53 4,97.29

(6) Other Liabilities 3,30.71 3,78.53

TOTAL 29,70.19 17,75.82


45


12. tANGiBLe Assets

(` in lacs)

Land free hold

Land lease hold

Leasehold improve-

ments

Buildings plant and Machinery

electrical installa-

tions

Laboratory equipments

Furniture fixtures

office equipments

Vehicles technical books

total

Cost (gross block)

At April 1, 2010 8,03.75 0.69 1,76.79 15,18.20 125,73.37 3,40.23 64.17 2,69.89 2,81.04 9,96.68 10.91 170,35.72

Additions 4.92 — 6.99 1,71.48 11,54.70 0.90 19.26 20.25 46.97 1,93.58 — 16,19.05

Disposals — — — — 1,70.87 1.46 0.69 6.17 24.56 82.29 8.75 2,94.79

At March 31, 2011 8,08.67 0.69 1,83.78 16,89.68 135,57.20 3,39.67 82.74 2,83.97 3,03.45 11,07.97 2.16 183,59.98

Additions 1.20 — — 5,55.72 20,79.94 28.01 6.54 70.89 47.33 89.56 — 28,79.19

Disposals — — — — 1,88.97 5.15 — 0.03 0.30 83.88 — 2,78.33

At March 31, 2012 8,09.87 0.69 1,83.78 22,45.40 154,48.17 3,62.53 89.28 3,54.83 3,50.48 11,13.65 2.16 209,60.84

depreciation

At April 1, 2010 — — 14.63 2,63.22 50,41.38 1,61.94 53.52 1,37.06 1,34.26 5,02.66 6.95 63,15.62

Charge for the year — — 36.05 37.86 8,08.68 14.57 3.11 27.90 26.46 1,39.90 0.55 10,95.08

Disposals — — — — 1,23.42 0.31 0.62 3.92 10.59 62.70 5.78 2,07.34

At March 31, 2011 — — 50.68 3,01.08 57,26.64 1,76.20 56.01 1,61.04 1,50.13 5,79.86 1.72 72,03.36


Disposals — — — — 1,30.21 3.71 — 0.03 0.18 74.77 — 2,08.90

At March 31, 2012 — — 87.44 3,50.22 64,89.30 1,87.62 64.74 1,91.70 1,75.16 6,51.79 1.78 81,99.75

Net Block

At March 31, 2011 8,08.67 0.69 1,33.10 13,88.60 78,30.56 1,63.47 26.73 1,22.93 1,53.32 5,28.11 0.44 111,56.62

At March 31, 2012 8,09.87 0.69 96.34 18,95.18 89,58.87 1,74.91 24.54 1,63.13 1,75.32 4,61.86 0.38 127,61.09

Note:Buildings include cost of shares in a Co-operative Housing Society: ` 0.01 lac (Previous Year : ` 0.01 lac)

13. iNtANGiBLe Assets

(` in lacs)

data registration expenses

Computer software/ Licence Fees

total

Cost (gross block)

At April 1, 2010 6,75.05 56.45 7,31.50

Additions 3,60.83 4.35 3,65.18

At March 31, 2011 10,35.88 60.80 10,96.68

Additions 5.22 1,24.39 1,29.61

At March 31, 2012 10,41.10 1,85.19 12,26.29

Amortisation

At April 1, 2010 6,39.48 14.11 6,53.59

Charge for the year 1,55.85 15.20 1,71.05

At March 31, 2011 7,95.33 29.31 8,24.64

Charge for the year 1,22.02 46.30 1,68.32

At March 31, 2012 9,17.35 75.61 9,92.96

Net Block

At March 31, 2011 2,40.55 31.49 2,72.04

At March 31, 2012 1,23.75 1,09.58 2,33.33

46




(` in lacs)


(` in lacs)14. NoN CurreNt iNVestMeNts trade investments (valued at cost unless stated otherwise) unquoted equity instruments (1) investment in subsidiaries (a) 25,000 (Previous Year: 25,000) Equity Shares of Australian Dollar 1 each

fully paid-up in Excel Crop Care (Australia) Pty Limited 7.13 7.13 (b) 99 (Previous Year: 99) Equity Shares of Euro 630 each fully paid-up in Excel

Crop Care (Europe) N.V. 25.04 25.04 (c) 50,000 (Previous Year: 50,000) Equity Shares of ` 10/- each fully paid-up in

ECCL Investments and Finance Limited 5.00 5.00 (d) 22,50,000 (Previous Year: 22,50,000) Equity Shares of ` 10/- each fully

paid-up in Excel Genetics Limited 2,25.00 2,25.00 (e) 1,699 (Previous Year: 1,699) Equity Shares of Tanzanian Schillings 1,00,000

each fully paid-up in Excel Crop Care (Africa) Limited 51.12 51.12 (2) investment in associate 4,00,000 (Previous Year: 4,00,000) Equity Shares of ` 10/- each fully paid-up in

Kutch Crop Services Limited 40.00 40.00 Quoted equity instruments (3) investment in associate 23,30,120 (Previous Year: 23,30,120) Equity Shares of ` 10/- each fully paid-up

in Aimco Pesticides Limited 5,99.58 5,99.58 others (4) 1,45,760 (Previous Year: 1,45,760) Equity Shares of ` 5/- each fully paid-up in

Excel Industries Limited 1,69.08 1,69.08

11,21.95 11,21.95

Non-trade investments (valued at cost unless stated otherwise) (5) investment in equity instruments (Quoted) 339 (Previous Year: 339) Equity Shares of ` 10/- each fully paid-up in Tata Steel

Limited 0.44 0.44 (6) in Government securities (unquoted): National Saving Certificates 0.42 0.41 [Face value ` 0.42 lac (Previous Year: ` 0.41 lac)]

(Deposited with Government Authorities) (7) others Capital contribution in M/s. Multichem Industries, a partnership firm in which the

Company is a partner (Refer note (c) below): 2.00 2.00

2.86 2.85

total investments before provision 11,24.81 11,24.80 Less: Provision for Diminution in Investments 5,99.58 4,28.54

TOTAL 5,25.23 6,96.26

Notes: (a) Aggregate of Quoted Investments: Cost (Net of Provision for Diminution) 1,69.52 3,40.56 Market Value 2,46.20 3,12.90 (b) Aggregate of Unquoted Investments Cost 3,53.71 3,53.70

(c) Details of investment in M/s. Multichem Industries, a partnership firm:

As at 31st March, 2012 As at 31st March, 2011 Names of Partners Capital

(` in lacs)share of profit

or Loss %Capital

(` in lacs)Share of Profit

or Loss % (i) Excel Crop Care Limited 2.00 50 2.00 50 (ii) Kamaljyot Investments Limited 2.00 50 2.00 50

4.00 100 4.00 100


47


15. LoANs ANd AdVANCes

Unsecured and considered good unless otherwise stated Non-current Current


(` in lacs)


(` in lacs)


(` in lacs)


(` in lacs)

(1) Loans to Subsidiary Company (refer note 41) — — 1.60 0.80

(2) Capital Advances 3,63.20 6,70.66 — —

(3) Security Deposit 3,71.19 4,15.45 1,12.13 81.54

(4) Advances to related parties [refer note 40(B)(4)(b)] — — 2,97.69 2,60.96

(5) Advances recoverable in cash or kind — — 28,82.12 20,62.82

(6) Other loans and advances

Minimum alternative tax credit entitlement — — 1,30.00 —

Loans to employees 1,39.25 1,71.87 63.69 37.04

Balances with statutory/government authorities — — 3,58.12 5,05.99

(7) Sundry Loans — — 12.78 31.06

TOTAL 8,73.64 12,57.98 38,58.13 29,80.21

17. otHer Assets

Unsecured and considered good unless otherwise stated Non-current Current


(` in lacs)


(` in lacs)


(` in lacs)


(` in lacs)

(1) Non-current bank balance (refer note 20) 1.00 1.00 — —

(2) Export Benefits Receivable — — 7,62.98 12,54.13

(3) Derivative Foreign Exchange Asset 2,20.06 — 31.44 —

(4) Interest Receivable — — 78.79 9.21

(5) Current Account in M/s. Multichem Industries — — 0.42 0.39

TOTAL 2,21.06 1.00 8,73.63 12,63.73

16. trAde reCeiVABLes

Unsecured and considered good unless stated otherwise


(` in lacs)


(` in lacs)

(1) Receivables outstanding for a period exceeding six months from the date they are due for payment

Considered Good 9,24.03 6,13.27

Considered Doubtful 4,06.55 4,06.55

13,30.58 10,19.82

Less: Provision for Doubtful receivables 4,06.55 4,06.55

9,24.03 6,13.27

(2) Other receivables


TOTAL 163,74.94 150,88.23

48



18. CurreNt iNVestMeNt

Trade investment (valued at cost unless stated otherwise)


(` in lacs)


(` in lacs)

unquoted equity instrument

investment in associate

Nil (Previous Year: 2,50,000) Equity Shares of ` 10/- each fully paid-up in Excel Bio Resources Limited — 25.00

19. iNVeNtories

At cost or net realisable value, whichever is lower, except otherwise stated


(` in lacs)


(` in lacs)

(1) Raw Materials [Including Stock-in-Transit ` 19,98.86 lacs (Previous Year: ` 6,29.73 lacs)] (refer note 23)

76,54.62 51,32.96

(2) Work-in-progress (refer note 24) 33,84.16 12,20.66

(3) Finished Goods (refer note 24) 55,79.41 69,43.54

(4) Traded Goods (refer note 24) 7,18.88 10,34.63

(5) Stores and Spares (including Fuel) 1,66.98 1,47.60

(6) Containers and Packing Materials 6,60.10 4,95.23

181,64.15 149,74.62

Less: Provision for Inventories (refer note 31) 16,30.00 10,20.00

TOTAL 165,34.15 139,54.62

20. CAsH ANd BANK BALANCes Non-current Current


(` in lacs)


(` in lacs)


(` in lacs)


(` in lacs)

(1) Cash and cash equivalents

Balances with banks:

(a) In Current Accounts 6,29.01 8,02.56

(b) In Unpaid Dividend Accounts * 43.17 40.86

Cash on hand 4.83 5.68

6,77.01 8,49.10

(2) Other Bank Balances:

(a) Deposits with original maturity for more than 12 months 1.00 1.00 — —

(b) Deposits with original maturity for more than 3 months but less than 12 months — — 20,95.50 —

1.00 1.00 20,95.50 —

Amount disclosed under non-current assets (note 17) (1.00) (1.00) — —

TOTAL — — 27,72.51 8,49.10

* These balances are not available for use by the Company as they represent corresponding unpaid dividend liabilities.


49


Current Year (` in lacs)

Previous Year (` in lacs)

21. reVeNue FroM operAtioNs

(1) sale of products

Finished goods (Gross) 556,77.75 675,02.61

Less: Excise Duty # 38,76.39 46,73.95

Finished goods (Net) 518,01.36 628,28.66

Traded goods 143,60.08 73,99.04

(2) sale of services

Manufacturing charges received 24.00 2,08.06

(3) other operating revenue

Incentives on Exports 11,41.99 17,05.00

Income in respect of Government Grants 7.32 7.32

Others 3,81.61 4,16.86

TOTAL 677,16.36 725,64.94

# Excise duty on sales amounting to ` 38,76.39 lacs (Previous Year: ` 46,73.95 lacs) has been reduced from sales in the statement of profit and loss and excise duty expense in note 28 includes ` 83.15 lacs (Previous Year: ` 1,69.07 lacs) being excise duty on increase/decrease in stocks.

detail of products sold

Finished goods sold

Pesticides 458,38.85 556,53.76

Pesticides intermediates 30,35.87 53,84.64

Others 29,26.64 17,90.26

518,01.36 628,28.66

traded goods sold

Pesticides 123,63.34 65,06.46

Others 19,96.74 8,92.58

143,60.08 73,99.04



22. otHer iNCoMe

(1) Interest Income on

Bank deposits 1,09.42 0.12

Long-Term Investments 0.02 0.02

Others 67.94 48.81

(2) Dividend Income on

Current Investments — 2.86


(3) Profit on Sale/Disposal of Tangible Assets — 25.44

(4) Provision for Diminution in value of long-term investment written back — 25.00

(5) Rent Received 1,20.69 1,18.16

(6) Others 3,70.04 4,99.52

TOTAL 6,73.62 7,19.96

50




23. Cost oF rAW MAteriALs CoNsuMed

Opening Stock 51,32.96 38,03.15

Add: Purchases 310,29.79 333,74.42

361,62.75 371,77.57

Less: Closing Stock 76,54.62 51,32.96

TOTAL 285,08.13 320,44.61

details of raw materials consumed

Inorganic Chemicals 35,29.24 69,54.26

Organic Chemicals:

HCCP 16,90.79 72,79.05

NPMIDA 51,41.90 50,15.38

Others 169,96.54 114,42.85

Metal and Metal Powder 8,38.39 5,97.47

Others 3,11.27 7,55.60

285,08.13 320,44.61

details of inventory

Inorganic Chemicals 4,84.14 6,82.65

Organic Chemicals:

HCCP 17,71.23 14,66.30

NPMIDA 20,18.46 2,44.78

Others 30,84.52 24,55.32

Metal and Metal Powder 49.49 97.66

Others 2,46.78 1,86.25

76,54.62 51,32.96


24. (iNCreAse)/deCreAse iN iNVeNtories



(increase)/ decrease

(` in lacs) (a) Closing Stocks: Current Year

Finished Goods 55,79.41 69,43.54 13,64.13

Work-in-progress 33,84.16 12,20.66 (21,63.50)

Traded Goods 7,18.88 10,34.63 3,15.75

96,82.45 91,98.83 (4,83.62)

(b) Less:

Opening Stocks: Previous Year

Finished Goods 69,43.54 69,89.98 46.44

Work-in-progress 12,20.66 15,98.81 3,78.15

Traded Goods 10,34.63 13,78.60 3,43.97

91,98.83 99,67.39 7,68.56

TOTAL (4,83.62) 7,68.56


51




details of purchase of traded goods

Pesticides 102,53.25 49,42.34

Pesticides intermediates 2,13.86 49.93

Others 17,95.18 7,37.17

122,62.29 57,29.44

details of inventory

Finished Goods

Pesticides 51,44.31 58,33.94

Pesticides intermediates 5.33 4,39.59

Others 4,29.77 6,70.01

55,79.41 69,43.54

Work-in-progress

Pesticides 24,60.28 5,55.63

Pesticides intermediates 8,56.62 6,54.00

Others 67.26 11.03

33,84.16 12,20.66

traded Goods

Pesticides 5,83.54 8,97.32

Others 1,35.34 1,37.31

7,18.88 10,34.63



25. eMpLoYee BeNeFits eXpeNse

(a) Salaries, Wages, Bonus and Other Benefits 37,49.17 37,77.54

(b) Contribution to Provident Fund and Other Funds 3,53.40 3,48.57

(c) Gratuity Expense (refer note 39) 11.74 4,37.12

(d) Provision for Other Employee Benefits 39.96 2,22.63

(e) Welfare Expenses 3,70.93 3,02.84

TOTAL 45,25.20 50,88.70



26. FiNANCe Costs

(1) Interest 10,87.90 8,36.37

(2) Other Borrowing Costs 1,31.86 70.91

(3) Exchange Difference/Hedging Costs to the extent considered as an adjustment to the borrowing costs 1,76.06 64.97

TOTAL 13,95.82 9,72.25

52





27. depreCiAtioN ANd AMortisAtioN eXpeNses (1) Depreciation on Tangible Assets 12,05.29 10,95.08 (2) Amortisation of Intangible Assets 1,68.32 1,71.05

TOTAL 13,73.61 12,66.13



28. otHer eXpeNses (1) Consumption of Stores and Spares 2,78.20 3,10.29 (2) Containers and Packing Materials 44,72.84 46,49.48 (3) Processing Charges 9,85.58 14,42.30 (4) Contract Labour Charges 5,74.98 5,27.50 (5) Power and Fuel 6,14.02 15,95.66 (6) Transport Charges 22,08.59 23,47.72 (7) Rent/Lease Rent 3,77.63 3,81.76 (8) Rates and Taxes 3,64.73 3,04.70 (9) Insurance Charges 1,09.01 1,00.33 (10) Repairs to Machinery 6,55.06 9,30.06 (11) Repairs to Buildings 38.39 21.27 (12) Other Repairs 2,07.47 2,31.11 (13) Sales Promotion and Publicity 14,89.73 13,71.27 (14) Other Discount 4,93.66 5,28.66 (15) Commission on Sales (other than sole selling agent) 5,56.10 6,32.98 (16) Travelling and Conveyance 6,98.78 7,69.17 (17) Directors’ Fees 4.00 4.75 (18) Payment to Auditor (refer details below) 32.75 32.09 (19) Charity and Donations 2,50.67 2,10.95 (20) Bad Debts/Sundry Debit Balances written off 96.31 1,20.19 (21) Provision for Doubtful Receivable (Net) — 1,20.31 (22) Diminution in value of Long-Term Investments 1,71.04 — (23) Loss on sale of Tangible Assets 10.68 — (24) Tangible Assets written off 35.80 47.89 (25) Excise Duty paid 83.15 1,69.07 (26) Exchange Difference (Net) 4,58.42 20.74 (27) Other Expenses 27,47.41 33,45.60

TOTAL 180,15.00 202,15.85

payment to auditor As auditor: Audit fee 16.50 16.50 Tax audit fee 5.00 5.00 Limited review fee 3.75 3.50

in other capacity: Taxation matters 4.48 4.93 Other services (certification fees) 2.55 1.70 Reimbursement of expenses 0.47 0.46

TOTAL 32.75 32.09

53




Current Year(` in lacs)


29. Earnings Per Share:(1) Profit after tax attributable to equity shareholders (A) 15,61.25 43,68.61

Nos. Nos.(2) Weighted average number of Equity Shares outstanding (B) 1,10,05,630 1,10,05,630

` `(3) Basic and Diluted Earnings Per Share: (A)/(B) 14.19 39.69 (4) Face Value of Equity Share 5.00 5.00

As at 31stMarch, 2012

(` in lacs)

As at 31stMarch, 2011

(` in lacs)30. Contingent Liabilities and Commitments.

(i) Contingent Liabilities:(a) Disputed Excise-duty liability 4.40 4.40 (b) Disputed Service-tax liability 54.34 36.05 (c) Disputed Income-tax liability 2,03.01 1,20.79(d) Disputed Sales-tax liability 20.23 73.18 (e) Guarantees given by the Company’s banker on behalf of the Company to third

parties 2,92.25 51.15 (f) Corporate Guarantee given to a bank for overdraft facility of ` 2,00 lacs granted to a

subsidiary company 67.90 —(g) Liability in respect of employee(s) disputes Amount

unascertainableAmount

unascertainable(h) Claims against the Company not acknowledged as debts 43.56 44.23 (i) Penalty levied by Competition Commission of India for a violation of section 3 of the

Competition Act, 2002 63,90.00 —(ii) Estimated amount of contracts remaining to be executed on capital account and not

provided for (net of advances) 1,62.55 9,06.27

31. The Hon’ble Supreme Court by its ad-interim order dated 13th May, 2011 banned the production, use and sale of Endosulfan. The Company immediately suspended production and sale of this product. Subsequently, through orders passed in September, 2011 and December, 2011, the Hon’ble Supreme Court permitted export of existing stocks of Endosulfan Technical and Endosulfan Formulations. Accordingly, the Company exported its entire stock of Endosulfan Technical and over one-third of Endosulfan Formulations stock during the year. At the last hearing in the matter held in April, 2012, the Hon’ble Supreme Court has asked the Central Government for its suggestion as to how the stocks of Endosulfan finished products and it’s raw materials should be disposed off/phased out. The Company carries some stocks of Endosulfan Formulations which are being liquidated through exports depending upon export orders. The Compnay also holds significant amount of a key raw material and other materials related to Endosulfan. As a matter of prudence the Company has made a provision aggregating to ` 16,30.00 lacs (including ` 6,10.00 lacs provided during the year) for these inventory items, which in the opinion of the Company, is sufficient and reasonable.


Previous Year(` in lacs)

32. Details of dues to Micro and Small Enterprises: The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises Development Act, 2006” (MSMED Act, 2006) has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosures relating to the suppliers as defined in the MSMED Act, 2006 are as under:(a) The principal amount remaining unpaid to suppliers as at the end of accounting year 2,93.13 2,44.45 (b) The amount of interest due thereon remaining unpaid as at the end of the accounting year 0.08 —(c) The amount of interest paid in terms of Section 16 along with amount of payment made to

the suppliers beyond the appointed date during the year — —(d) The amount of interest due and payable for the period of delay in making payment (which

have been paid but beyond the appointed day during the year but without adding interest specified under this Act) 1.48 0.61

(e) The amount of interest accrued during the year and remaining unpaid at the end of the accounting year 1.56 0.61

54






33. (a) Research and Development costs, as certified by the Management, debited to the statement of profit and loss are as under:(i) Revenue Expenses* 4,28.46 4,93.40(ii) Depreciation and Amortisation of Expenses 1,17.29 1,07.60

5,45.75 6,01.00

*Includes ` 3,13.98 lacs (Previous Year: ` 3,36.21 lacs) and ` 13.13 lacs (Previous Year: ` 12.93 lacs) in respect of Research and Development units at Bhavnagar and Gajod respectively which is approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology.

(b) Capital Expenditure incurred during the year on Research and Development [including capital expenditure on qualifying assets of ` 88.13 lacs (including Building) (Previous Year: ` 2,32.43 lacs) in respect of Research and Development Unit at Bhavnagar and ` 6.34 lacs (Previous Year: ` 3.22 lacs) in respect of Research and Development Unit at Gajod approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology]

99.69 4,30.88

34. Consumption of Raw Materials, Components and Spare Parts:Current Year Previous Year

(` in lacs) Percentage (` in lacs) Percentage1. Raw Materials: Imported 143,09.21 50.19 184,18.23 57.48 Indigenous 141,98.92 49.81 136,26.38 42.52

285,08.13 100.00 320,44.61 100.00

2. Components and Spare Parts: Imported — — — — Indigenous 2,78.20 100.00 3,10.29 100.00

2,78.20 100.00 3,10.29 100.00



35. Value of Imports on C.I.F. basis:(a) Raw Materials 152,28.79 172,33.77(b) Packing Materials — 23.72(c) Components and Spare Parts 0.73 32.46(d) Capital Goods 36.03 —(e) Traded Goods 16,36.69 96.66

36. Expenditure in Foreign Currency (on accrual basis):(a) Commission on Export Sales 2,57.37 3,86.70(b) Foreign Travelling Expenses 84.80 92.59(c) Advertisement and Sales Promotion Expenses 22.61 1,42.96(d) Product Registration Expenses 51.47 77.75(e) Interest 92.48 40.57(f) Professional Charges 69.95 1,27.92(g) Rent 7.47 7.79(h) Personnel Expenses 62.14 58.81(i) Transport Charges 1.58 3.57(j) Others 47.68 1,29.46

37. Earnings in Foreign Exchange (on accrual basis):Export of Goods on F.O.B. basis 246,17.75 223,35.84

Current Year Previous Year38. Remittance in Foreign Currency on account of Dividend to non-resident shareholder:

(a) Number of shareholder 1 1(b) Number of Equity Shares held by them 16,17,000 16,17,000(c) (i) Amount of dividend paid (` in lacs) 60.64 1,01.06 (ii) Year to which dividend relates 2010-11 2009-10

55



39. Details of Employee Benefits:I. Defined Benefit Plans – Gratuity (Funded): The Company has a defined benefit gratuity plan. Every employee who has completed five

years or more of service gets gratuity on retirement at 15 days of last drawn salary for each completed year of service. If an employee completes more than 25 years of service then instead of 15 days, he/she will get gratuity on retirement at 22 days of last drawn salary. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of the financial year. The scheme is funded with Insurance companies in the form of qualifying insurance policies.

(a) The amounts recognised in the statement of Profit and Loss are as follows: Defined Benefit Plan Current Year


(` in lacs) Current Service cost 1,36.03 1,27.85 Interest cost on benefit obligation 1,96.60 1,60.07 Expected return on plan assets (2,14.74) (1,66.40) Net actuarial (gain)/loss recognised during the year (1,06.15) 3,15.60 Amount included under the head gratuity expense in Note 25 ‘Employee benefits

expense’ 11.74 4,37.12 Actual return on plan assets 2,31.42 1,85.79

(b) The amounts recognised in the Balance Sheet are as follows:As at

31st March, 2012(` in lacs)

As at31st March, 2011

(` in lacs) Present value of funded obligation 25,16.75 24,57.56 Less: Fair value of plan assets 25,74.08 22,26.17

Net (Asset)/Liability included under the head advance recoverable in cash or kind in Note 15 ‘Loans and Advances’ (Previous Year: provision for gratuity in Note 8 of ‘Provision’) (57.33) 2,31.39

(c) Changes in the present value of the defined benefit obligation representing reconciliation of opening and closing balance thereof are as follows:


(` in lacs)


(` In lacs) Opening defined benefit obligation 24,57.56 20,65.37 Interest cost 1,96.60 1,60.07 Current service cost 1,36.03 1,27.85 Benefits paid (1,83.97) (2,31.76) Actuarial (gains)/loss on obligation (89.47) 3,36.03 Closing defined benefit obligation 25,16.75 24,57.56

(d) Changes in the fair value of plan assets are as follows:As at

31st March, 2012(` in lacs)


(` In lacs) Opening fair value of plan assets 22,26.17 16,58.38 Expected return 2,14.74 1,66.40 Contributions made by employer during the year 3,00.46 6,12.72 Benefits paid (1,83.97) (2,31.76) Actuarial gains 16.68 20.43 Closing fair value of plan assets 25,74.08 22,26.17

(` in lacs) (` in lacs) Expected contribution to defined benefit plan for the year — 2,31.99

Current Year Previous Year The major categories of plan assets as a percentage of fair value of total plan assets

are as follows: Insurer Managed Funds (Life Insurance Corporation of India) 99.98% 95.46% Insurer Managed Funds (Kotak Mahindra Old Mutual Life Insurance Limited) 0.02% 4.54%

100.00% 100.00%

56



The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

Current Year Previous Year

The principal actuarial assumptions at the Balance Sheet date.

Discount rate 8.25% 8%

Expected rate of return on plan assets 9.40% 9%

Expected rate of salary increase 10% 10%

Mortality table LIC (1994-96) LIC (1994-96)

Ultimate Ultimate

Proportion of employees opting for early retirement 1% to 5% 1% to 5%

Notes: (i) The estimates of future salary increases, considered in actuarial valuation, takes

account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(ii) Amounts for the current and previous four periods as per Para 120(n)(i) of Accounting Standard 15 “Employee Benefits” (Revised, 2003) are as follows:

Gratuity (` in lacs)

2012 2011 2010 2009 2008

Defined benefit obligation 25,16.75 24,57.56 20,65.37 16,30.40 12,53.03

Plan assets 25,74.08 22,26.17 16,58.38 14,11.97 11,67.78

Surplus/(deficit) 57.33 (2,31.39) (4,06.99) (2,18.43) (85.25)

Experience adjustments on plan liabilities (1,44.82) 63.06 1,00.79 * *

Experience adjustments on plan assets 16.68 20.43 58.36 * *

* The disclosure required under Para 120(n)(ii) of AS-15 pertaining to experience adjustments on plan assets and plan liabilities is not given as such information is not available with the Company.

II. Defined Contribution Plans:

(i) Provident Fund is a defined contribution scheme established under a State Plan.

(ii) Superannuation Fund is a defined contribution scheme. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

(iii) Defined Contribution Plan:Current Year


(` In lacs)

Current service cost included under the head Contribution to Provident Fund and other funds in Note 25 ‘Employee Benefits expense’.

Provident Fund and Family Pension Fund 2,07.73 2,02.09

Superannuation Fund 98.59 99.74

40. Related Party Disclosures as required by Accounting Standard (AS)-18 “Related Party Disclosures”, notified by Companies, (Accounting Standards) Rules, 2006 (as amended) are given below:

(A) Relationships:

(1) Subsidiary Companies: Excel Crop Care (Australia) Pty Limited

Excel Crop Care (Europe) N.V.

ECCL Investments and Finance Limited


Excel Crop Care (Africa) Limited

Excel Brasil Agronegocious Ltda*

* On 30th March, 2011, the Company established Excel Brasil Agronegocious Ltda, a wholly owned subsidiary company, in Brazil. The Company has not made any investment in the shares of the said subsidiary company till 31st March, 2012.

(2) Joint Venture: Multichem Industries (a partnership firm)

57



(3) Associate Companies:

Aimco Pesticides Limited

Kutch Crop Services Limited

Excel Bio Resources Limited (upto September 29, 2011)

(4) Enterprises over which key management personnel and their relatives have significant influence:

Agrocel Industries Limited

Anshul Specialty Molecules Limited

C.C. Shroff Research Institute

C.C. Shroff Self Help Centre

Dipkanti Investments & Financing Private Limited

Divakar Chemicals Limited

Excel Industries Limited

Hyderabad Chemical Limited

Hyderabad Chemical Products Limited

Pritami Investments Private Limited

Shrujan Creations

Shrujan Trust

Shrodip Investments Private Limited

TML Industries Limited

Transpek Industry Limited

Transpek Industry (Europe) Limited

Utkarsh Chemicals Private Limited

Shree Vivekanand Research & Training Institute

(5) Key Management Personnel:

Mr. Ashwin C. Shroff (Chairman)

Mr. Dipesh K. Shroff (Managing Director)

Mr. Prakash K. Shroff (Executive Director)

Mr. Jagdish R. Naik (Director)

(6) Relatives of Key Management Personnel:

Mrs. Usha A. Shroff (Wife of Mr. Ashwin C. Shroff)

Mr. Ravi A. Shroff (Son of Mr. Ashwin C. Shroff)

Mr. Hrishit A. Shroff (Son of Mr. Ashwin C. Shroff)

Mrs. Anshul Bhatia (Daughter of Mr. Ashwin C. Shroff)

Mr. Kantisen C. Shroff (Father of Mr. Dipesh K. Shroff)

Mrs. Chanda Kantisen Shroff (Mother of Mr. Dipesh K. Shroff)

Mrs. Preeti Dipesh Shroff (Wife of Mr. Dipesh K. Shroff)

Mrs. Priti P. Shroff (Wife of Mr. Prakash K. Shroff)

Mr. Kunal P. Shroff (Son of Mr. Prakash K. Shroff)

Mr. Harish K. Shroff (Brother of Mr. Prakash K. Shroff)

Mrs. Tarla K. Rajda (Sister of Mr. Prakash K. Shroff)

Mrs. Jayabala R. Naik (Mother of Mr Jagdish R. Naik)

Mr. Jayesh R. Naik (Brother of Mr. Jagdish R. Naik)

Dr. Sujan R. Naik (Brother of Mr. Jagdish R. Naik)

Mrs. Tejal Jagdish Naik (Wife of Mr. Jagdish R. Naik)

58



40. (B) The following transactions were carried out with the related parties in the course of business:

(` in Lacs)

Sr. No. Nature of Transactions

SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel

Relatives ofKey Mgmt.Personnel

Total

1. INCOME

(a) Sale of Goods (Net of rebate and discount)

Excel Crop Care (Europe) N.V. 3,81.17 — — — — 3,81.17 (2,06.41) (—) (—) (—) (—) (2,06.41)

Excel Crop Care (Africa) Limited 8,29.65 — — — — 8,29.65(—) (—) (—) (—) (—) (—)

Agrocel Industries Limited — — 5,78.65 — — 5,78.65(—) (—) (5,48.48) (—) (—) (5,48.48)

Hyderabad Chemical Limited — — 5,22.27 — — 5,22.27(—) (—) (7,10.79) (—) (—) (7,10.79)

Others — 10.50 12.53 — — 23.03 (70.00) (30.88) (2,53.88) (—) (—) (3,54.76)

12,10.82 10.50 11,13.45 — — 23,34.77 (2,76.41) (30.88) (15,13.15) (—) (—) (18,20.44)

(b) Sales Return of Goods

TML Industries Limited — — 6.46 — — 6.46 (—) (—) (—) (—) (—) (—)

(c) Sale of Services

Agrocel Industries Limited — — 6.29 — — 6.29 (—) (—) (6.29) (—) (—) (6.29)

C. C. Shroff Research Institute — — 10.46 — — 10.46 (—) (—) (10.46) (—) (—) (10.46)

— — 16.75 — — 16.75 (—) (—) (16.75) (—) (—) (16.75)

(d) Interest


TML Industries Limited — — 3.83 — — 3.83 (—) (—) (—) (—) (—) (—)

Excel Genetics Limited 2.00 — — — — 2.00 (1.57) (—) (—) (—) (—) (1.57)

2.00 — 17.81 — — 19.81 (1.57) (—) (20.12) (—) (—) (21.69)

(e) Royalty

TML Industries Limited — — — — — —(—) (—) (15.49) (—) (—) (15.49)

59



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

(f) Rent

Excel Industries Limited — — 24.72 — — 24.72 (—) (—) (24.12) (—) (—) (24.12)


Anshul Specialty Molecules Limited — — 23.31 — — 23.31 (—) (—) (22.74) (—) (—) (22.74)


Others 1.06 — — — — 1.06 (1.06) (—) (—) (—) (—) (1.06)

1.06 — 1,14.40 — — 1,15.46 (1.06) (—) (1,11.60) (—) (—) (1,12.66)

(g) Processing Charges

Hyderabad Chemical Limited — — — — — —(—) (—) (2,08.06) (—) (—) (2,08.06)

(h) Others (Reimbursement of expenses received)


Aimco Pesticides Limited — 5.61 — — — 5.61 (—) (22.18) (—) (—) (—) (22.18)




Others 3.69 — — 0.06 — 3.75 (—) (—) (—) (—) (—) (—)

3.69 5.61 47.59 0.06 — 56.95 (—) (22.18) (34.17) (—) (—) (56.35)

(i) Others (Sale of other materials)

Aimco Pesticides Limited — 0.57 — — — 0.57 (—) (—) (—) (—) (—) (—)

60



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

2. EXPENSES

(a) Purchase of Goods

Excel Industries Limited — — 46,45.34 — — 46,45.34(—) (—) (34,46.56) (—) (—) (34,46.56)

TML Industries Limited — — 6,33.99 — — 6,33.99(—) (—) (16,68.38) (—) (—) (16,68.38)


Others 3,15.97 22.74 14,07.21 — — 17,45.92(1,65.71) (22.55) (21,61.98) (—) (—) (23,50.24)

3,15.97 22.74 92,38.24 — — 95,76.95(1,65.71) (22.55) (85,29.12) (—) (—) (87,17.38)

(b) Purchase of Services


Mr. Harish K. Shroff — — — — 0.28 0.28 (—) (—) (—) (—) (—) (—)

— — 0.07 — 0.28 0.35 (—) (—) (3.94) (—) (—) (3.94)

(c) Purchase of Tangible Assets

Excel Industries Limited — — 3.00 — — 3.00 (—) (—) (—) (—) (—) (—)

(d) Rent


Prakash K. Shroff — — — 0.90 — 0.90 (—) (—) (—) (0.90) (—) (0.90)

— — 34.63 0.90 — 35.53(—) (—) (42.36) (0.90) (—) (43.26)

(e) Commission

Divakar Chemicals Limited — — 3.07 — — 3.07 (—) (—) (18.58) (—) (—) (18.58)

61



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

(f) Charity & Donation

Shrujan Trust — — 1,40.00 — — 1,40.00(—) (—) (1,10.00) (—) (—) (1,10.00)

Shree Vivekanand Research & Training Institute — — 42.00 — — 42.00 (—) (—) (24.50) (—) (—) (24.50)

C. C. Shroff Self Help Centre — — 30.00 — — 30.00 (—) (—) (—) (—) (—) (—)

Others — — — — — —(—) (—) (5.00) (—) (—) (5.00)

— — 2,12.00 — — 2,12.00(—) (—) (1,39.50) (—) (—) (1,39.50)



TML Industries Limited — — — — — —(—) (—) (1,24.49) (—) (—) (1,24.49)

Others — — — — — —(—) (—) (41.61) (—) (—) (41.61)

— — 6,53.53 — — 6,53.53(—) (—) (12,96.82) (—) (—) (12,96.82)

(h) Research & Development Expenses

C. C. Shroff Research Institute — — 77.21 — — 77.21 (—) (—) (1,32.36) (—) (—) (1,32.36)

(i) Royalty


(j) Remuneration

Dipesh K. Shroff — — — 73.16 — 73.16 (—) (—) (—) (75.08) (—) (75.08)

Prakash K. Shroff — — — 55.14 — 55.14 (—) (—) (—) (60.60) (—) (60.60)

Others — — — — 10.19 10.19 (—) (—) (—) (—) (9.05) (9.05)

— — — 1,28.30 10.19 1,38.49(—) (—) (—) (1,35.68) (9.05) (1,44.73)

62



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

(k) Directors’ Commission (Other than Managing Director and Executive Director)

Ashwin C. Shroff — — — 3.25 — 3.25 (—) (—) (—) (4.75) (—) (4.75)

J.R. Naik — — — 13.50 — 13.50 (—) (—) (—) (20.00) (—) (20.00)

— — — 16.75 — 16.75 (—) (—) (—) (24.75) (—) (24.75)

(l) Directors’ Sitting Fees

Ashwin C. Shroff — — — 0.50 — 0.50 (—) (—) (—) (0.65) (—) (0.65)

J.R. Naik — — — 0.75 — 0.75 (—) (—) (—) (0.85) (—) (0.85)

— — — 1.25 — 1.25 (—) (—) (—) (1.50) (—) (1.50)

(m) Legal & Professional Charges

J.R. Naik — — — 35.02 — 35.02 (—) (—) (—) (31.71) (—) (31.71)

(n) Others (Miscellaneous purchase/reimbursement of expenses)

Shrujan Creations — — 12.22 — — 12.22 (—) (—) (6.87) (—) (—) (6.87)

C. C. Shroff Self Help Centre — — 10.16 — — 10.16 (—) (—) (1.71) (—) (—) (1.71)


Excel Bio Resources Limited — — — — — —(—) (30.80) (—) (—) (—) (30.80)

Others — — 3.01 — — 3.01 (—) (—) (1.72) (—) (—) (1.72)

— — 31.78 — — 31.78 (—) (30.80) (17.25) (—) (—) (48.05)

3. FINANCE/OTHERS

(a) Loans/Trade Advance given

Agrocel Industries Limited — — — — — — (—) (—) (2,72.15) (—) (—) (2,72.15)

Excel Genetics Limited 30.00 — — — — 30.00 (—) (—) (—) (—) (—) (—)

TML Industries Limited — — 2,00.00 — — 2,00.00(—) (—) (—) (—) (—) (—)

Others 0.80 — — — — 0.80 (0.33) (—) (—) (—) (—) (0.33)

30.80 — 2,00.00 — — 2,30.80 (0.33) (—) (2,72.15) (—) (—) (2,72.48)

63



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

(b) Dividend Paid


Hyderabad Chemical Limited — — 7.42 — — 7.42 (—) (—) (9.37) (—) (—) (9.37)

Utkarsh Chemicals Private Limited — — 17.80 — — 17.80 (—) (—) (29.59) (—) (—) (29.59)


Others — — 11.42 3.86 9.02 24.30 (—) (—) (21.87) (6.42) (15.04) (43.33)

— — 60.47 3.86 9.02 73.35 (—) (—) (91.44) (6.42) (15.04) (1,12.90)

(c) Investment in shares

Excel Genetics Limited — — — — — — (2,10.00) (—) (—) (—) (—) (2,10.00)

Excel Crop Care (Africa) Limited — — — — — — (51.12) (—) (—) (—) (—) (51.12)

— — — — — — (2,61.12) (—) (—) (—) (—) (2,61.12)

(d) Sale of Shares

Excel Industries Limited — — 25.00 — — 25.00 (—) (—) (—) (—) (—) (—)

(e) Corporate Guarantees Given to a bank on behalf of

Excel Genetics Limited 2,00.00 — — — — 2,00.00(—) (—) (—) (—) (—) (—)

4. OUTSTANDINGS AS AT THE BALANCE SHEET DATE

(a) Amounts Receivable (Net)

Excel Crop Care (Africa) Limited 2,32.14 — — — — 2,32.14(—) (—) (—) (—) (—) (—)

Excel Genetics Limited — — — — — — (1.78) (—) (—) (—) (—) (1.78)

Excel Crop Care (Europe) N.V. 2,33.48 — — — — 2,33.48 (46.85) (—) (—) (—) (—) (46.85)

Aimco Pesticides Limited — 2,92.78 — — — 2,92.78(—) (2,92.22) (—) (—) (—) (2,92.22)


Hyderabad Chemical Limited — — 47.38 — — 47.38 (—) (—) (1,32.94) (—) (—) (1,32.94)

Others — — 15.15 — — 15.15 (—) (—) (0.61) (—) (—) (0.61)

4,65.62 2,92.78 1,82.09 — — 9,40.49 (48.63) (2,92.22) (2,52.64) (—) (—) (5,93.49)

64



(` in Lacs)


SubsidiaryCompanies

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Total

(b) Advances Receivable

Kutch Crop Services Limited — 67.69 — — — 67.69 (—) (80.22) (—) (—) (—) (80.22)

Agrocel Industries Limited — — 30.00 — — 30.00 (—) (—) (1,80.74) (—) (—) (1,80.74)

TML Industries Limited — — 2,00.00 — — 2,00.00(—) (—) (—) (—) (—) (—)

ECCL Investments and Finance Limited 1.60 — — — — 1.60 (0.80) (—) (—) (—) (—) (0.80)

1.60 67.69 2,30.00 — — 2,99.29 (0.80) (80.22) (1,80.74) (—) (—) (2,61.76)

(c) Amounts Payable (Net)

C.C. Shroff Research Institute — — 1,49.89 — — 1,49.89(—) (—) (1,75.88) (—) (—) (1,75.88)

Excel Crop Care (Europe) N.V. 2,22.51 — — — — 2,22.51(1,42.19) (—) (—) (—) (—) (1,42.19)

Agrocel Industries Limited — — 1,98.02 — — 1,98.02(—) (—) (—) (—) (—) (—)


Remuneration to Dipesh K. Shroff — — — 23.24 — 23.24 (—) (—) (—) (23.21) (—) (23.21)

Remuneration to Prakash K. Shroff — — — 19.43 — 19.43 (—) (—) (—) (24.18) (—) (24.18)

Others — — 1,00.23 8.19 — 1,08.42(—) (—) (1,66.56) (7.45) (—) (1,74.01)

2,22.51 — 16,07.02 50.86 — 18,80.39(1,42.19) (—) (12,40.48) (54.84) (—) (14,37.51)

(d) Corporate Guarantees Given to a bank Outstanding at the Balance Sheet Date on behalf of

Excel Genetics Limited [Outstanding balance of overdraft facility from a bank as on March 31, 2012 is ` 67.90 lacs (Previous Year: Nil)] 2,00.00 — — — — 2,00.00

(—) (—) (—) (—) (—) (—)

(Figures in brackets relate to the Previous Year) (Above figures are gross of tax)

65



43. Operating Leases:

Office premises and other assets are obtained on operating leases for various tenors. None of the operating leases are renewable. There are no restrictions imposed by lease agreements/arrangements. There are subleases entered into by the Company in respect of the office premises taken on lease. All the aforestated leases are cancellable as per the terms and conditions mentioned in the agreements.

2011-12(` in lacs)

2010-11(` in lacs)

(i) Lease payments for the year 2,78.26 2,75.66

(ii) Sub-lease payments received during the year 1,20.69 1,18.16

(iii) Minimum lease payments as at 31st March

(a) Not later than one year 2,99.04 2,67.79

(b) Later than one year but not later than five years 2,69.69 5,68.74

(c) Later than five years — —

42. Segment Information:

Primary Business Segment: The Company has only one business segment viz. Agro Inputs.

Secondary Business Segment: Information in respect of geographical segments is as shown below:

Current Year (` in lacs) Previous Year (` in lacs)

Domestic Export Total Domestic Export Total

Revenue 416,66.45 267,23.53 683,89.98 483,55.67 249,29.23 732,84.90

Carrying amount of Segment Assets 445,05.03 109,47.63 554,52.66 365,31.56 112,79.68 478,11.24

Additions to Tangible and Intangible Assets 30,08.80 — 30,08.80 19,84.23 — 19,84.23

Note: Segment Revenue in the above segments considered for disclosure are as follows:

(a) Revenue from Domestic Segment includes sales to customers located within India.

(b) Revenue from Export Segment includes sales to customers located outside India and income on account of Export Incentives.


(` in lacs)


(` in lacs)

41. Disclosures pursuant to Clause 32 of the Listing Agreement:

Loans to Subsidiary Companies


Balance as at the balance sheet date — —

Maximum amount outstanding during the year ` 30.00 lacs (Previous Year: ` 20.00 lacs)

Loan is repayable on demand

ECCL Investments and Finance Limited

Balance as at the balance sheet date 1.60 0.80

Maximum amount outstanding during the year ` 1.60 lacs (Previous Year: ` 0.80 lac)

Loan is repayable on demand

66



44. Foreign exchange derivatives and exposures outstanding as at the Balance Sheet date:


(in lacs)


(in lacs)

(a) Forward Contract for Hedging

(i) For US$ – Buy 75.51 65.02

(ii) For US$ – Sell 1,48.62 1,32.80

(iii) For Euro – Sell — 0.63

(b) Currency and interest rates swaps (for hedging of foreign currency and interest rate exposures)

Currency Cross Currency

External Commercial Borrowing (ECB) US Dollars INR 50.00 —

(c) Un-hedged Foreign Currency Exposure on: Currency Outstandingas at

31st March, 2012(in lacs)

Outstandingas at


(i) Receivables US Dollars 18.25 28.09

Euro 1.02 0.09

(ii) Payables US Dollars 8.42 4.16

(iii) Expenses Euro 0.34 0.11

US Dollars 4.25 —

45. Till the year ended 31 March, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended 31 March, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year’s classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

As per our report of even date. A. C. SHROFF DIPESH K. SHROFFChairman Managing Director

For S. R. BATLIBOI & CO. Firm Registration Number: 301003E Chartered Accountants.

per VIJAY MANIAR Partner Membership No.: 36738

Mumbai 30 May 2012

PRAKASH K. SHROFF J. R. NAIKExecutive Director Director

PRAVIN D. DESAI PARIND BADSHAHVice President (Finance & Accounts)

Mumbai 30 May 2012

Company Secretary


67

AUDITORS’ REPORT

The Board of DirectorsExcel Crop Care Limited

1. We have audited the attached consolidated balance sheet of Excel Crop Care Limited (‘the Company’) and its subsidiaries, associates and the joint venture (together referred to as ‘the Group’), as at 31 March 2012, and also the consolidated statement of profit and loss and the consolidated cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of ` 23,48.55 lacs as at 31 March 2012 and the total revenue of ` 28,23.19 lacs for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion is based solely on the report of other auditors.

4. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the consolidated balance sheet, of the state of affairs of the Group as at 31 March 2012; (b) in the case of the consolidated statement of profit and loss, of the profit for the year ended on that date; and (c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.

For S.R. BATLIBOI & CO. Firm registration number: 301003E Chartered Accountants


Place: MumbaiDate: 30 May 2012

68


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2012

The accompanying notes are an integral part of the financial statements.As per our report of even date. A. C. SHROFF DIPESH K. SHROFF

Chairman Managing DirectorFor S. R. BATLIBOI & CO. Firm Registration Number: 301003E Chartered Accountants.


Mumbai 30 May 2012



Mumbai 30 May 2012

Company Secretary

Notes As at 31st March, 2012

(` in lacs)


(` in lacs)I. EQUITY AND LIABILITIES (1) ShAREhOLDERS’ FUNDS: (a) Share Capital ‘3’ 5,50.28 5,50.28 (b) Reserves and Surplus ‘4’ 225,23.96 212,18.03

230,74.24 217,68.31 (2) MINORITY INTEREST 26.11 48.76 (3) DEFERRED GOvERNMENT GRANTS 32.09 39.41 (4) NON-CURRENT LIABILITIES (a) Long Term Borrowings ‘5’ 29,16.85 13,84.91 (b) Deferred Tax Liability (Net) ‘6’ 10,81.01 9,28.71 (c) Other Long Term Liabilities ‘7’ 28.92 50.59 (d) Long Term Provisions ‘8’ 8,70.31 8,20.57

48,97.09 31,84.78 (5) CURRENT LIABILITIES (a) Short Term Borrowings ‘9’ 92,73.74 101,90.31 (b) Trade Payables ‘10’ 162,77.21 111,81.57 (c) Other Current Liabilities ‘11’ 30,29.86 18,10.15 (d) Short-Term Provisions ‘8’ 4,88.37 11,41.21

290,69.18 243,23.24

TOTAL 570,98.71 493,64.50

II. ASSETS (1) NON-CURRENT ASSETS (a) FIXED ASSETS: (i) Tangible Assets ‘12’ 127,87.01 111,81.24 (ii) Intangible Assets ‘13’ 2,81.13 3,40.24 (iii) Capital Work-in-Progress 2,54.36 2,70.38 (iv) Intangible Assets under Development 1,70.59 — (b) Non-Current Investments ‘14’ 2,24.28 4,26.27 (c) Deferred Tax Assets ‘32’ — 5.27 (d) Long Term Loans and Advances ‘15’ 8,79.92 12,64.35 (e) Other Non-Current Assets ‘17’ 2,21.15 1.00

148,18.44 134,88.75 (2) CURRENT ASSETS (a) Current Investments ‘18’ — 1,02.70 (b) Inventories ‘19’ 168,18.41 142,13.17 (c) Trade Receivables ‘16’ 165,92.38 154,56.33 (d) Cash and Bank Balances ‘20’ 40,97.05 18,34.83 (e) Short Term Loans and Advances ‘15’ 38,88.94 29,97.73 (f) Other Current Assets ‘17’ 8,83.49 12,70.99

422,80.27 358,75.75

TOTAL 570,98.71 493,64.50



69

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

Notes Current Year (` in lacs)


INCOMEI. Revenue from operations (gross) ‘21’ 733,73.84 786,12.59 Less: Excise duty 38,76.39 46,73.95

Revenue from operations (net) 694,97.45 739,38.64II. Other Income ‘22’ 6,85.50 7,06.93

III. Total Revenue (I + II) 701,82.95 746,45.57

IV. EXPENSES: Cost of raw materials consumed ‘23’ 288,24.57 323,18.16 Purchases of Traded goods 132,11.59 64,45.28 (Increase)/Decrease in Inventories of Finished goods, Work-in-progress and Traded

goods‘24’ (4,75.04) 8,19.23

Employee benefits expense ‘25’ 46,58.37 51,66.58 Finance costs ‘26’ 13,99.58 9,73.81 Depreciation and amortisation expense ‘27’ 13,99.15 12,88.96 Other expenses ‘28’ 182,67.47 206,00.89

Total expenses 672,85.69 676,12.91

V. Profit before exceptional items and tax (III-IV) 28,97.26 70,32.66VI. Exceptional item 6,10.00 10,20.00

VII. Profit before tax (V-VI) 22,87.26 60,12.66

VIII. Tax expenses Current Tax 6,07.12 22,56.61 MAT credit entitlement (1,30.00) — Deferred Tax 1,58.49 (4,50.34) Tax in respect of earlier years — (0.17)

Total Tax Expenses 6,35.61 18,06.10

IX. Profit after tax before Minority Interest (VII-VIII) 16,51.65 42,06.56X. Less: Minority Interest (Share of Loss) (22.65) (21.24)

XI. Profit after tax after Minority Interest (IX-X) 16,74.30 42,27.80XII. Add: Share of Profit/(Loss) in associate companies 12.56 22.27 Share of profit/(loss) due to difference between unaudited results recognised and audited results for

the previous year in respect of an associate company (including prior period adjustments)(2,14.40) 20.40

Profit for the year (XI+XII) 14,72.46 42,70.47

` ` EARNINGS PER EQUITY SHARE ‘29’ Basic and Diluted Earnings Per Share 13.38 38.80 Face Value per Share 5.00 5.00


The accompanying notes are an integral part of the financial statements.As per our report of even date. A. C. SHROFF DIPESH K. SHROFF

Chairman Managing DirectorFor S. R. BATLIBOI & CO. Firm Registration Number: 301003E Chartered Accountants.


Mumbai 30 May 2012



Mumbai 30 May 2012

Company Secretary

70


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012



(` in lacs) (` in lacs) (` in lacs) (` in lacs)

A. CASh FLOW FROM OPERATING ACTIvITIES

Profit before Tax 22,87.26 60,12.66

Adjustments for:

Depreciation and Amortisation Expense 13,99.15 12,88.96

Bad Debts/Sundry Debit Balances Written Off 96.31 1,20.19

Provision for Doubtful Receivable — 1,20.31

Loss/(Profit) on sale/disposal of Tangible Assets 10.68 (25.44)

Loss/(Profit) on sale of Investments 15.21 (0.70)

Tangible Assets Written Off 35.80 47.89

Provision for Inventory 6,10,00 10,20.00

Sundry Credit Balances Written Back (1,99.72) (2,94.34)

Provision for Gratuity 12.88 4,37.88

Provision for Employee Leave Benefits 43.80 2,26.72

Interest Income (1,90.32) (57.04)

Dividend Income (5.51) (3.03)

Finance Costs 13,99.58 9,73.81

Amortisation of expenses — 5.55

Exchange Difference on loans taken — 44.46

Short/(Excess) Provision for other items (Net) (1,57.08) (2,08.70)

Income in respect of Government Grant (7.32) 30,63.46 (7.32) 36,89.20

Operating Profit before working capital changes 53,50.72 97,01.86

Adjustments for:

Decrease/(Increase) in Trade Receivables (12,32.36) 9,16.21

Decrease/(Increase) in Inventories (32,15.24) (6,71.26)

Decrease/(Increase) in Other Non Current Assets and Current Assets 4,90.13 (6,79.21)

Decrease/(Increase) in Long Term & Short Term Loans and Advances (6,45.36) 15,20.14

Increase/(Decrease) in Trade Payables 54,52.44 (3,59.29)

Increase/(Decrease) in Long Term & Short Term Provisions (2,97.88) (6,12.73)

Increase/(Decrease) in Other Long Term & Other Liabilities 8,75.68 14,27.41 (6,45.79) (5,31.93)

Cash generated from Operations 67,78.13 91,69.93 Direct taxes paid 8,03.26 19,93.02

Net cash from Operating Activities (A) 59,74.87 71,76.91

B. CASh FLOW FROM INvESTING ACTIvITIES

Purchase of Tangible assets including Capital Advances (28,62.35) (27,07.59)

Sale of Tangible assets 22.95 65.00

Investments in Bank Deposits (having original maturity of more than three months) (22,92.50) (10,11.39)

Maturity of Bank Deposits (having original maturity of more than three months) 2,08.06 1,07.81

Loans given (30.80) (4.16)

Loans recovered 49.08 —

Interest received 1,19.04 55.19

Dividend received 5.51 3.03

Net Cash used in Investing Activities (B) (47,81.01) (34,92.11)


71

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012



(` in lacs) (` in lacs)C. CASh FLOW FROM FINANCING ACTIvITIES Proceeds from long term borrowings 22,92.50 20,00.00 Repayment of long term borrowings (6,87.95) (48.59) Proceeds from short term borrowings 186,59.94 218,48.51 Repayment of short term borrowings (195,78.98) (261,37.31) Minority Interest — 48.76 Interest and finance cost paid (14,01.19) (9,64.38) Dividend Paid (4,10.39) (6,81.60) Tax on distributed Profits (66.95) (1,14.24)

Net cash used for Financing Activities (C) (11,93.02) (40,48.85)

D. Exchange Difference (Foreign Currency Translation Reserve) (D) 89.29 51.03

Net increase in cash and cash equivalents (A+B+C+D) 90.13 (3,13.02) Cash and cash equivalents at the beginning of the year 11,35.29 14,48.31

Cash and cash equivalents at the end of the year 12,25.42 11,35.29

Components of Cash and Cash equivalents Cash on hand 5.04 5.94 With banks: (a) on current account 11,77.21 10,88.49 (b) unpaid dividend accounts * 43.17 40.86

Total Cash & Cash Equivalents (as per note 20) 12,25.42 11,35.29


*These balances are not available for use by the Company as they represent corresponding unpaid dividend liabilities.




Mumbai 30 May 2012



Mumbai 30 May 2012

Company Secretary

72


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012

1. CORPORATE INFORMATION

Excel Crop Care Limited (hereinafter referred to as “the Holding Company”) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. Excel Crop Care Limited and its subsidiaries are engaged in the business of agro chemicals and manufactures technical grade pesticides and formulations and trading in seeds. The Company also manufactures and markets other agri inputs like soil enrichers, bio-pesticides, plant growth regulators and soil and plant nutrition products.

2. CONSOLIDATION

(a) The consolidated financial statements comprise of the financial statements of Excel Crop Care Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies (hereinafter together referred to as “the Group”). The list of subsidiary companies considered for consolidation together with proportion of share holding held by the Group is as follows:

Name of the Subsidiaries Country of Incorporation

% of Group holding*

1. Excel Crop Care (Australia) Pty Limited (Formerly known as Excel Industries (Australia) Pty Limited)

Australia 100

2. Excel Crop Care (Europe) N.V. (Formerly known as Excel Industries (Europe) N.V.) Belgium 100

3. ECCL Investments and Finance Limited India 100

4. Excel Genetics Limited India 75

5. Excel Crop Care (Africa) Limited Tanzania 100

* There is no change in the % of group holding as compared to previous year.

(b) On 30 March, 2011, the Holding Company established Excel Brasil Agronegocious Ltda, a wholly owned subsidiary company, in Brazil. The Holding Company has not made any investment in the shares of the said subsidiary company till 31 March, 2012. Excel Brasil Agronegocious Ltda had no financial transactions during the year ended 31 March, 2012 and hence, it has no financial statements for the said financial year.

(c) The Holding Company has 50% ownership interest in M/s Multichem Industries, a partnership firm registered in India. The proportionate interest in the said entity as per the latest available Balance Sheet as at 31 March, 2012 has been considered for preparation of the aforesaid consolidated financial statements.

(d) For the purpose of preparation of consolidated financial statements, the investment of the Group in its associate companies are accounted for using the Equity Method. The Group has considered the effect of investment in associate company viz. Aimco Pesticides Limited on the financial position and operating results of the Group on the basis of unaudited financial statements for the year ended 31 March, 2012 of the said associate.

The associate companies considered for consolidation together with proportion of share holding held by the Group is as under:

Country of Incorporation

% of Group holding*

Aimco Pesticides Limited India 25.23

Kutch Crop Services Limited India 40.00

Excel Bio Resources Limited (Upto September 29, 2011) India 49.02

* There is no change in the % of holding in associate companies as compared to previous year except for Excel Bio Resources Limited.

(e) For the purpose of consolidation, the financial statements of each of the subsidiary companies and associate companies drawn upto the same reporting period viz. year ended 31 March, 2012 have been considered.

(f) Consolidated financial statements have been prepared in the same format as adopted by the Holding Company, to the extent possible, as required by Accounting Standard AS-21 ‘Consolidated Financial Statements’ notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

(g) Changes have been made in the accounting policies followed by each of the subsidiaries and associates to the extent they were material and identifiable from their respective audited accounts to make them uniform with the accounting policies followed by the Holding Company. Where it


73


has not been practicable to use uniform accounting policies in preparing the consolidated financial statements, the different accounting policies followed by each of the Group companies are stated in Note No. 2.1 below, if material.

(h) The Holding Company classifies all its foreign subsidiaries as non integral foreign operations. Translation of the financial statements of foreign subsidiaries for incorporation in the consolidated financial statements have been done by using the following exchange rates:

(i) Assets and liabilities have been translated by using the rates prevailing as on the date of the balance sheet.

(ii) Income and expense items have been translated by using the average rate of exchange.

(iii) Exchange Difference arising on translation of financial statements as specified above is recognised in the Foreign Currency Translation Reserve.

(i) Goodwill arising on consolidation is tested for impairment as at the Balance Sheet date.

(j) Basis of preparation:

The consolidated financial statements have been prepared to comply in all material respects with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The consolidated financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made. The accounting policies have been consistently applied by the Group and are consistent with those used in the previous year.

The consolidated financial statement of the group have been prepared on a line by line basis by adding together the book value of subsidiary company’s like item of assets, liabilities, income and expenses after eliminating intra group balances and the unrealised profit/loss on intra group transactions.

(k) Presentation and disclosure of financial statements:

During the year ended 31 March, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Group, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Group has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

(l) Use of estimates:

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make judgement, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

2.1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies followed by the Group in the consolidated financial statements are stated hereunder. In case the uniform accounting policy is not followed by each company in the Group, the same, as disclosed in the audited accounts of the said company, has been reproduced.

(a) Tangible Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

(b) Depreciation:

(i) In respect of Buildings, Plant and Machinery and Electrical Installations, on straight line basis in accordance with Section 205(2)(b) of the Companies Act, 1956, at the straight line rates specified in Schedule XIV to the Companies Act, 1956, except for certain items of Plant and Machinery, rate of 10% on straight line basis has been applied in place of 5.28% specified in Schedule XIV.

(ii) Leasehold Improvements are depreciated on straight line basis over the lease period upto 60 months.

74



(iii) In respect of additions to/deletions from the Fixed Assets, on pro-rata basis with reference to the date of addition/deletion of the assets except for assets costing ` 5,000 or less which have been fully depreciated.

(iv) In respect of all other Fixed Assets, on written down value basis in accordance with Section 205(2)(a) of the Companies Act, 1956, at the rates specified in Schedule XIV to the Companies Act, 1956.

(c) Impairment of tangible and intangible assets:

(i) The carrying amounts of assets are reviewed for impairment at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

(ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

(iii) A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

(d) Intangible Assets and Amortisation:

(i) Intangible assets are stated at cost less accumulated amortisation.

(ii) Amortisation:

Data Registration expenses (including registration fees) are amortised on a straight line basis over a period of three years and computer software/licence fees and data compensation charges are amortised on a straight line basis over a period of four years. In case of Excel Genetics Limited, Germ Plasm & Computer Software are amortised on a straight line basis over a period of five years.

(iii) Research and Development Costs:

Research costs (other than cost of Fixed Assets acquired) are charged as an expense in the year in which they are incurred and are reflected under the appropriate heads of accounts. Development expenditure incurred on an individual project is capitalised when its future recoverability can reasonably be regarded as assured. Any expenditure capitalised is amortised over the period of expected future sales from the related project, not exceeding ten years.

The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable.

(e) Leased Assets:

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term. Lease income is recognised in the statement of profit and loss on an accrual basis.

(f) Government Grants and Subsidies:

When the grant or subsidy relates to an expense item, it is recognised as income over the periods necessary to match them on a systematic basis to the costs, which it is intended to compensate. Where the grant or subsidy relates to an asset, its value is deducted in arriving at the carrying amount of the related asset.

(g) Investments:

Presentation and Disclosure

Investments, which are readily realisable and intended to be held for not more than one year from balance sheet date are classified as current investments. All other investments are classified as long term investments.

Recognition and Measurement

Investments that are readily realisable and intended to be held for not more than one year from the date on which such investments are made, are recognised as current investments. All other investments are recognised as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost of acquisition. However, provision for diminution in value is made to recognise a decline, other than temporary, in the value of the investments.


75


(h) Inventories:

Raw materials, containers, stores and spares

Lower of cost and net realisable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost is determined on a moving weighted average basis.

Finished goods and Work-in-progress

Lower of cost and net realisable value. Cost includes direct materials, labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty. In case of Holding company cost is determined on standard costing basis. In case of Excel Genetics Limited cost is determined on weighted average basis. Approximately 98% of the total finished goods inventory is valued on standard costing basis.

Traded Goods Lower of cost and net realisable value. Cost is determined on a moving weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale.

(i) Revenue recognition:

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.

Sale of Goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Gross turnover includes Excise Duty but does not include Sales Tax and VAT.

Export benefits

Duty free imports of raw materials under Advance License for Imports as per the Export and Import Policy are matched with the exports made against the said licenses and the net benefit/obligation is accounted by making suitable adjustments in raw material consumption.

The benefit accrued under the Duty Entitlement Pass Book Scheme and other schemes as per the Export and Import Policy in respect of exports made under the said Schemes is included under the head “revenue from operations” as ‘Incentives on Exports’.

Income from Services

Revenue from service contracts are recognised pro-rata over the period of the contract as and when services are rendered and are net of service tax.

Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income is included under the head “Other Income” in the statement of profit and loss.

Dividends

Revenue is recognised when the shareholders’ right to receive payment is established by the Balance Sheet date.

Royalties

Revenue is recognised on an accrual basis in accordance with the terms of relevant agreement.

Other Income

Certain items of income such as minor insurance claims, overdue interest from customers and other benefits are considered to the extent the amount is ascertainable/accepted by the parties.

(j) Foreign currency translations:

(i) Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

76



(ii) Conversion

Foreign currency monetary items are reported using the closing exchange rate on the Balance Sheet date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

(iii) Exchange Differences

Exchange differences arising on the settlement of monetary items or on reporting monetary items of Group at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise except those arising from investments in non-integral operations.

(iv) Forward Exchange Contracts

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year.

(v) Accounting for Derivatives:

The Company uses derivative financial instruments such as currency swap and interest rate swaps to hedge its risks associated with foreign currency fluctuations and interest rate fluctuations. As per ICAI announcement regarding accounting for derivative contracts, other than covered under AS 11, these are marked to market on the portfolio basis and net loss after considering the offsetting effect on the underlying hedged item is charged to the statement of profit and loss. Net gains are ignored.

(k) Retirement and other employee benefits:

(i) Retirement benefits in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the statement of profit and loss for the year when the contribution to the fund accrues. There are no obligations other than the contribution payable to the Provident Fund Trust.

(ii) Retirement benefits in the form of Superannuation Fund is a defined contribution scheme and the contribution is charged to the statement of profit and loss for the year when the contribution accrues. There are no obligations other than the contribution payable to the Superannuation Fund Trust. In case of Holding Company, the scheme is funded with Insurance Company in the form of a qualifying insurance policy.

(iii) Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. In case of Holding Company, the scheme is funded with Insurance companies in the form of qualifying insurance policies.

(iv) Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Group treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end.

(v) Actuarial gains/losses are recognised immediately to the statement of profit and loss and are not deferred.

(vi) Payments made under the Voluntary Retirement Scheme are charged to the statement of profit and loss immediately.

(l) Income Taxes:

Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Group has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.


77

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date. The Group writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

Wealth Tax is provided in accordance with the provisions of the Wealth Tax Act, 1957.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period. In the year in which the Minimum Alternative tax (MAT) credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the statement of profit and loss and shown as MAT Credit Entitlement. The Group reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Group will pay normal Income Tax during the specified period.

(m) Earnings Per Share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(n) Provisions:

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(o) Contingent Liability:

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.

(p) Cash and Cash equivalents:

Cash and cash equivalents in the Cash Flow Statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

(q) Segment Reporting:

Identification of segments:

Segments are identified in line with AS-17 “Segment Reporting”, taking into consideration the internal organisation and management structure as well as the differential risk and returns of the segment.

Based on the group’s business model, Agro Inputs have been considered as the only reportable business segment and hence no separate disclosures provided in respect of its single business segment. The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

Segment Policies:

The group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements of the group.

(r) Borrowing costs:

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. All other borrowing costs are expensed in the period they occur. Interest and other costs incurred for acquisition and construction of qualifying assets, upto the date of commissioning/installation, are capitalised as part of the cost of the said assets.


78




(` in lacs)


(` in lacs)

3. ShARE CAPITAL Authorised Shares: 1,20,00,000 (Previous Year: 1,20,00,000) Equity Shares of ` 5 each 6,00.00 6,00.00

6,00.00 6,00.00

Issued, Subscribed and Fully Paid-up Shares : 1,10,05,630 (Previous Year: 1,10,05,630) Equity Shares of ` 5 each fully paid-up 5,50.28 5,50.28

TOTAL 5,50.28 5,50.28

(a) There is no change in the Share Capital during the current and preceding year.

(b) The Holding Company has only one class of equity shares having par value of ` 5 per share. Each holder of equity shares is entitled to one vote per share. The Holding Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend recognised as distribution to equity shareholders was ` 2 (Previous Year: ` 3.75).

In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Holding Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Holding Company

No. of Shares (% of Shareholding)

(i) Nufarm Limited 16,17,000 16,17,000(14.69%) (14.69%)

(ii) Life Insurance Corporation of India 7,24,420 7,24,420(6.58%) (6.58%)


(` in lacs)


(` in lacs)

4. RESERvES AND SURPLUS (1) General Reserve: Balance as per the last financial statements 183,15.81 153,15.81 Add: Amount transferred from surplus balance in the statement of profit and loss 13,00.00 30,00.00

196,15.81 183,15.81 (2) Foreign Currency Translation Reserve 53.97 2.94 Balance as per last Balance Sheet Add: Exchange difference during the year on account of net investments in Non-integral

foreign operations 89.29 51.03

1,43.26 53.97 (3) Surplus in the statement of profit and loss Balance as per the last financial statements 28,48.25 20,57.44 Add: Profit for the year 14,72.46 42,70.47

43,20.71 63,27.91 Less: Appropriations: (a) Proposed Dividend [amount per share ` 2 (Previous Year: ` 3.75)] 2,20.11 4,12.71 (b) Tax on Proposed Dividend 35.71 66.95 (c) Transfer to General Reserve 13,00.00 30,00.00

15,55.82 34,79.66 Net surplus in the statement of profit and loss 27,64.89 28,48.25

TOTAL 225,23.96 212,18.03


79


5. LONG TERM BORROWINGS Non-current portion Current maturitiesAs at 31st



(` in lacs)


(` in lacs)


(` in lacs)

TERM LOANS (Secured)

(1) From Banks

Indian Rupee loan 6,80.00 13,40.00 6,60.00 6,60.00

Foreign currency loan 22,26.00 — 3,18.00 —

Vehicle Loan 1.93 4.66 2.73 2.47

(2) From Others

Vehicle Loan 8.92 40.25 31.33 27.95

29,16.85 13,84.91 10,12.06 6,90.42

Amount disclosed under the head “other current liabilities” (refer note 11) — — (10,12.06) (6,90.42)

TOTAL 29,16.85 13,84.91 — —

(a) Indian Rupee term loan from bank carries interest @ 10.41% p.a. The loan is repayable initially in 8 quarterly instalments of ` 1,65 lacs and subsequently in 8 quarterly instalments of ` 85 lacs each from 30.06.2011. The loan is secured by first exclusive charge on Windmill at Vandhiya (Kutch) and Plant and Machinery and Equipments situated at Gajod and Silvassa units of the Holding Company.

(b) Foreign currency term loan carries interest @ LIBOR + 150 bps (8.15% p.a. on a fully hedged basis). The loan is repayable in 8 half yearly instalments of ` 2,86.56 lacs each from 07.03.2013. The Loan is to be secured by mortgage of a plot of land, Plant and Machinery and Equipments of the Holding Company situated at Bhavnagar.

(c) Term loan under vehicle finance scheme was taken during the financial year 2008-09 and carries interest rate ranging from 10% to 11.74% p.a. The loan is repayable in 59 monthly instalments of ` 2.87 lacs each along with interest, from the date of loan and secured by hypothecation of the vehicles acquired by utilising the said loan.


(` in lacs)


(` in lacs)

6. DEFERRED TAX LIABILITY (NET)

(a) Deferred Tax Liability:

Depreciation and amortisation 20,68.41 16,84.20

(b) Deferred Tax Assets:

(i) Liabilities Allowable on Payment basis 3,26.64 2,92.64

(ii) Provision for Doubtful Receivables 1,31.91 1,31.91

(iii) Provision for Inventory 5,28.85 3,30.94

9,87.40 7,55.49

TOTAL 10,81.01 9,28.71

7. OThER LONG TERM LIABILITIES

Sundry Deposits 28.92 50.59

TOTAL 28.92 50.59

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8. PROvISIONS Long-term Short-termAs at 31st



(` in lacs)


(` in lacs)


(` in lacs)

Provision for employee benefits

(1) Provision for gratuity (refer note 34) 2.43 1.36 0.15 2,31.47

(2) Provision for leave benefits 8,67.88 8,19.21 87.68 92.55

8,70.31 8,20.57 87.83 3,24.02

Other provisions

(1) Provision for Taxation [Net of Advance Tax ` 115,73.98 lacs (Previous Year: ` 107,63.79 lacs)] — — 1,44.72 3,37.53

(2) Proposed Dividend on Equity Shares — — 2,20.11 4,12.71

(3) Provision for Tax on Distributed Profits — — 35.71 66.95

— — 4,00.54 8,17.19

TOTAL 8,70.31 8,20.57 4,88.37 11,41.21


(` in lacs)


(` in lacs)

9. ShORT TERM BORROWINGS

(1) From Banks: (Secured)

(a) On Working Capital Demand Loan/Short Term Loan Accounts 25,00.00 4,00.00

(b) On Cash/Packing Credit/Overdraft Accounts 36,01.20 39,24.22

(c) Bills Discounting 13,72.54 23,09.58

74,73.74 66,33.80

(2) Short Term Loans from Banks (Unsecured) 18,00.00 35,56.51

TOTAL 92,73.74 101,90.31

Notes:

(a) The secured borrowings from banks [Balance as at 31.03.2012 : ` 74,05.84 lacs (Previous Year : ` 66,33.80 lacs)] are secured by way of hypothecation of all tangible movable assets, both present and future, including stock of raw materials, finished goods, work-in-process, stores, trade receivables of the Holding Company.

(b) During the year, Excel Genetics Limited has taken Overdraft Facility from a Bank [Balance as at 31.03.2012 : ` 67.90 lacs (Previous Year : ` Nil)] which is repayable on demand and carries interest @ 12% p.a. The loan is secured by hypothecation of inventory & trade receivables and is further secured by the corporate guarantee of Excel Crop Care Limited, the Holding Company.


(` in lacs)


(` in lacs)

10. TRADE PAYABLES

Trade payables (including acceptances) 162,77.21 111,81.57


81


(` in lacs)


(` in lacs)

11. OThER CURRENT LIABILITIES

(1) Current maturities of long- term borrowings (refer note 5) 10,12.06 6,90.42

(2) Interest accrued but not due on borrowings 12.30 13.10

(3) Investor Education and Protection Fund will be credited by the following amounts (as and when due):

(a) Unpaid Dividend 43.04 40.72

(b) Unpaid Matured Deposits 1.21 1.57

(c) Unpaid Interest 0.37 0.82

44.62 43.11

(4) Advances against Orders 10,42.44 1,67.64

(5) Sundry Deposits 5,85.29 5,15.80

(6) Other Liabilities 3,33.15 3,80.08

TOTAL 30,29.86 18,10.15

12. TANGIBLE ASSETS (` in Lacs)

Land free hold

Land lease

hold (*)

Leasehold improve-

ments

Buildings Plant and

Machinery

Electrical installations

Laboratory equipments

Furniture fixtures

Office equipments

vehicles Technical books

Total

Cost (gross block)

At April 1, 2010 8,03.75 2.69 1,76.79 15,18.20 125,80.47 3,40.23 64.17 2,70.35 2,81.19 9,97.82 10.91 170,46.57

Additions 4.92 — 12.61 1,71.48 11,57.51 0.90 19.26 21.14 47.04 2,03.96 — 16,38.82

Disposals — — — — 1,70.87 1.46 0.69 6.17 24.56 82.29 8.75 2,94.79

At March 31, 2011 8,08.67 2.69 1,89.40 16,89.68 135,67.11 3,39.67 82.74 2,85.32 3,03.67 11,19.49 2.16 183,90.60

Additions 1.20 — — 5,55.72 20,85.31 28.01 6.54 71.91 47.38 89.56 — 28,85.63

Disposals — — — — 1,88.97 5.15 — 0.03 0.30 83.88 — 2,78.33

At March 31, 2012 8,09.87 2.69 1,89.40 22,45.40 154,63.45 3,62.53 89.28 3,57.20 3,50.75 11,25.17 2.16 209,97.90

Depreciation

At April 1, 2010 — — 14.63 2,63.22 50,46.58 1,61.94 53.52 1,37.30 1,34.28 5,00.77 6.95 63,19.19


Disposals/adjustments — — — — 1,23.42 0.31 0.62 3.92 10.59 62.70 5.78 2,07.34

At March 31, 2011 — — 51.10 3,01.08 57,32.25 1,76.20 56.01 1,61.70 1,50.15 5,79.15 1.72 72,09.36


Disposals/adjustments — — — — 1,30.21 3.71 — 0.03 0.18 74.77 — 2,08.90

At March 31, 2012 — — 88.97 3,50.22 64,95.66 1,87.62 64.74 1,92.65 1,75.24 6,54.01 1.78 82,10.89

Net Block

At March 31, 2011 8,08.67 2.69 1,38.30 13,88.60 78,34.86 1,63.47 26.73 1,23.62 1,53.52 5,40.34 0.44 111,81.24

At March 31, 2012 8,09.87 2.69 1,00.43 18,95.18 89,67.79 1,74.91 24.54 1,64.55 1,75.51 4,71.16 0.38 127,87.01

Notes:

1. Buildings include cost of shares in a Co-operative Housing Society: ` 0.01 lac (Previous Year : ` 0.01 lac)

2. (*) Includes ` 2 lacs (Previous Year: ` 2 lacs) being 50% share of interest in Joint Venture.


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13. INTANGIBLE ASSETS(` in Lacs)

Data Registration Expenses

Computer Software/Licence Fees

Germ Plasm Goodwill Total

Cost (gross block)

At April 1, 2010 6,75.05 60.72 1,00.50 6.99 8,43.26

Additions 3,60.83 4.35 — — 3,65.18

At March 31, 2011 10,35.88 65.07 1,00.50 6.99 12,08.44

Additions 5.22 1,24.39 — — 1,29.61

At March 31, 2012 10,41.10 1,89.46 1,00.50 6.99 13,38.05

Amortisation

At April 1, 2010 6,39.48 17.17 20.10 — 6,76.75

Charge for the year 1,55.85 15.50 20.10 — 1,91.45

At March 31, 2011 7,95.33 32.67 40.20 — 8,68.20

Charge for the year 1,22.02 46.60 20.10 — 1,88.72

At March 31, 2012 9,17.35 79.27 60.30 — 1,056.92

Net Block

At March 31, 2011 2,40.55 32.40 60.30 6.99 3,40.24

At March 31, 2012 1,23.75 1,10.19 40.20 6.99 2,81.13

14. NON CURRENT INVESTMENTSAs at 31st

March, 2012(` in lacs)


(` in lacs)(Long term Investments)

Trade investments (valued at cost unless stated otherwise)

Equity instruments

(1) Investment in associate(i) 4,00,000 (Previous Year: 4,00,000) Equity Shares of ` 10 each fully paid-up

in Kutch Crop Services Limited (Unquoted) 53.96 41.55(ii) 23,30,120 (Previous Year: 23,30,120) Equity Shares of ` 10 each fully paid-up in

Aimco Pesticides Limited (Quoted) — 2,14.41(2) Others

1,45,760 (Previous Year: 1,45,760) Equity Shares of ` 5 each fully paid-up in Excel Industries Limited (Quoted) 1,69.08 1,69.08

2,23.04 4,25.04

Non-trade investments (valued at cost unless stated otherwise)

(3) Investment in equity instruments (Quoted):339 (Previous Year: 339) Equity Shares of ` 10 each fully paid-up in Tata Steel Limited 0.44 0.44

(4) In Government Securities (Unquoted):National Saving Certificates [Face value ` 0.80 lac (Previous Year: ` 0.79 lac)] (Deposited with Government Authorities)

0.80 0.79

1.24 1.23

TOTAL 2,24.28 4,26.27

(a) Aggregate of Quoted Investments: Book Value 1,69.52 3,83.93 Market Value 2,46.20 3,12.90

(b) Aggregate of Unquoted Investments: Book Value 54.76 42.34

83



15. LOANS AND ADVANCESNon-current Current

Unsecured and considered good unless otherwise stated As at 31st March, 2012

(` in lacs)


(` in lacs)


(` in lacs)


(` in lacs)

(1) Capital Advances 3,63.20 6,70.66 — —

(2) Security Deposit 3,77.47 4,21.82 1,12.38 81.77

(3) Advances to related parties [refer note 35(B)(4)(b)] — — 2,97.69 2,60.96

(4) Advances recoverable in cash or kind — — 29,11.87 20,80.91

(5) Other loans and advancesAdvance income-tax — — 2.41 — Minimum alternative tax credit entitlement — — 1,30.00 — Loans to employees 1,39.25 1,71.87 63.69 37.04Balances with statutory/government authorities — — 3,58.12 5,05.99

(6) Sundry Loans — — 12.78 31.06

TOTAL 8,79.92 12,64.35 38,88.94 29,97.73

16. TRADE RECEIVABLES


(` in lacs)


(` in lacs)Unsecured, considered good unless stated otherwise

(1) Receivables outstanding for a period exceeding six months from the date they are due for payment


Considered Doubtful 4,36.42 4,34.39

13,74.38 11,01.04

Less: Provision for Doubtful receivables 4,36.42 4,34.39

9,37.96 6,66.65

(2) Other receivables


TOTAL 165,92.38 154,56.33

17. OTHER ASSETSNon-current Current


(` in lacs)


(` in lacs)


(` in lacs)


(` in lacs)Unsecured and considered good unless otherwise stated

(1) Non-current bank balance (refer note 20) 1.00 1.00 — —

(2) Export Benefits Receivable — — 7,62.98 12,54.13

(3) Derivative Foreign Exchange Asset 2,20.06 — 31.44 —

(4) Interest Receivable 0.09 — 87.24 16.05

(5) Miscellaneous Receivables * — — 1.83 0.81

TOTAL 2,21.15 1.00 8,83.49 12,70.99

* Includes ` 0.21 lac (Previous Year: ` 0.39 lac) being 50% share of interest in Joint Venture.

84




(` in lacs)


(` in lacs)18. CURRENT INVESTMENT

(1) Investments in Mutual Funds (Unquoted)(a) Nil (Previous Year: 1,52,992) Units of ` 10 each of DSP Black Rock FMP - 3 months

- Series 30 - Growth — 15.30

(b) Nil (Previous Year: 3,64,258) Units of ` 10 each of UTI Fixed Income Interval Fund - Half Yearly Plan I - Reg - Growth

— 45.05

(2) Investments in Associate (Unquoted)Nil (Previous Year: 2,50,000) Equity Shares of ` 10 each fully paid-up in Excel Bio Resources Limited

— 42.35

TOTAL — 1,02.70


(` in lacs)


(` in lacs)

19. INVENTORIES At cost or net realisable value, whichever is lower, except otherwise stated(1) Raw Materials [Including Stock-in-Transit ` 19,98.86 lacs (Previous Year: ` 6,29.73 lacs)] 77,33.66 52,01.42(2) Work-in-progress 33,84.16 12,20.66(3) Finished Goods 56,30.79 69,57.15(4) Traded Goods 8,64.87 12,04.75(5) Stores and Spares (including Fuel) 1,66.98 1,47.60(6) Containers and packing Materials 6,67.95 5,01.59

184,48.41 152,33.17Less: Provision for Inventories (Refer Note 31) 16,30.00 10,20.00

TOTAL 168,18.41 142,13.17

Non-current CurrentAs at 31st

March, 2012 ` in lacs


` in lacs


` in lacs


` in lacs20. CASH AND BANK BALANCES

(1) Cash and cash equivalents

Balances with banks:

(a) In Current Accounts * — — 11,77.21 10,88.49

(b) In Unpaid Dividend Account ** — — 43.17 40.86

Cash on hand — — 5.04 5.94

— — 12,25.42 11,35.29

(2) Other Bank Balances:(a) Deposits with original maturity for more than 12 months 1.00 1.00 3.55 3.55

(b) Deposits with original maturity for more than 3 months but less than 12 months — — 28,68.08 6,95.99

1.00 1.00 28,71.63 6,99.54

Amount disclosed under non-current assets (Note 17) (1.00) (1.00) — —

TOTAL — — 40,97.05 18,34.83


** These balances are not available for use by the Company as they represent corresponding unpaid dividend liabilities.

85





21. REVENUE FROM OPERATIONS

(1) Sale of products

Finished goods 541,20.45 674,31.60

Less: Excise Duty # 38,76.39 46,73.95

Finished goods (Net) 502,44.06 627,57.65

Traded goods 176,52.66 88,43.75

(2) Sale of services

Manufacturing charges received 24.00 2,08.06

(3) Other operating revenue

Incentives on Exports 11,41.99 17,05.00

Income in respect of Government Grants 7.32 7.32

Others 4,27.42 4,16.86

TOTAL 694,97.45 739,38.64

# Excise duty on sales amounting to ` 38,76.39 lacs (Previous Year: ` 46,73.95 lacs) has been reduced from sales in the statement of profit and loss and excise duty expense in note 28 includes ` 83.15 lacs (Previous Year: ` 1,69.07 lacs) being excise duty on increase/decrease in stocks.



22. OTHER INCOME

(1) Interest Income on:

Bank deposits 1,09.42 0.12


Others 80.84 56.92

(2) Dividend Income on:

Current Investments — 2.95


(3) Profit on Sale/Disposal of Tangible Assets — 25.44

(4) Rent Received 1,19.63 1,17.20

(5) Profit on Sale of Investments — 0.70

(6) Others 3,70.04 5,03.52

TOTAL 6,85.50 7,06.93



23. COST OF RAW MATERIALS CONSUMED:

Opening Stock 52,01.42 38,29.82

Add: Purchases 313,56.81 336,89.76

365,58.23 375,19.58

Less: Closing Stock 77,33.66 52,01.42

TOTAL 288,24.57 323,18.16

86





24. (INCREASE)/DECREASE IN INVENTORIES

(a) Closing Stocks:

Finished Goods 56,30.79 69,57.15

Work-in-progress 33,84.16 12,20.66

Traded Goods 8,59.92 12,07.65

98,74.87 93,85.46

(b) Less:

Opening Stocks:

Finished Goods 69,57.15 70,05.33

Work-in-progress 12,20.66 15,98.81

Traded Goods 12,22.02 16,00.55

93,99.83 102,04.69

TOTAL (4,75.04) 8,19.23



25. EMPLOYEE BENEFITS EXPENSE

(a) Salaries, Wages, Bonus and Other Benefits 38,69.83 38,48.26

(b) Contribution to Provident Fund and Other Funds 3,59.37 3,50.88

(c) Gratuity Expense (refer note 34) 12.88 4,37.88

(d) Provision for Other Employee Benefits 43.80 2,26.72

(e) Welfare Expenses 3,72.49 3,02.84

TOTAL 46,58.37 51,66.58



26. FINANCE COSTS

(1) Interest 10,91.11 8,37.93

(2) Other Borrowing Costs 1,32.41 70.91

(3) Exchange Difference/Hedging Costs to the extent considered as an adjustment to the borrowing costs 1,76.06 64.97

TOTAL 13,99.58 9,73.81



27. DEPRECIATION AND AMORTISATION EXPENSES

(1) Depreciation on Tangible Assets 12,10.43 10,97.51

(2) Amortisation of Intangible Assets 1,88.72 1,91.45

TOTAL 13,99.15 12,88.96

87





28. OTHER EXPENSES

(1) Consumption of Stores and Spares 2,78.20 3,10.29

(2) Containers and Packing Materials 44,87.84 46,58.54

(3) Processing Charges 9,95.42 14,55.57

(4) Contract Labour Charges 5,74.98 5,27.50

(5) Power and Fuel 6,14.91 15,96.33

(6) Transport Charges 22,67.29 24,08.68

(7) Rent/Lease Rent 4,04.65 4,05.07

(8) Rates and Taxes 3,66.10 3,11.16

(9) Insurance Charges 1,27.93 1,30.94

(10) Repairs to Machinery 6,55.06 9,30.06

(11) Repairs to Buildings 38.39 21.27

(12) Other Repairs 2,07.84 2,34.12

(13) Sales Promotion and Publicity 15,11.54 13,71.27

(14) Other Discount 5,30.19 5,58.88

(15) Commission on Sales (other than sole selling agent) 5,66.50 6,35.00

(16) Travelling and Conveyance 7,40.76 8,02.03

(17) Directors' Fees 4.00 4.75

(18) Payment to Auditor (refer details below) 39.33 37.72

(19) Charity and Donations 2,50.67 2,10.95

(20) Bad Debts/Sundry Debit Balances written off 96.31 1,20.19

(21) Provision for Doubtful Receivable (Net) — 1,20.31

(22) Loss on sale of Tangible Assets 10.68 —

(23) Tangible Assets written off 35.80 47.89

(24) Excise Duty paid 83.15 1,69.07

(25) Exchange Difference (Net) 4,58.88 40.78

(26) Loss on sale of Investment (Net) 15.21 —

(27) Other Expenses * 29,05.84 34,92.52

TOTAL 182,67.47 206,00.89

Payment to auditor

As auditor:

Audit fee 23.08 22.13 Tax audit fee 5.00 5.00 Limited review fee 3.75 3.50

In other capacity:

Taxation matters 4.48 4.93 Other services (certification fees) 2.55 1.70 Reimbursement of expenses 0.47 0.46

39.33 37.72


88





29. Earnings Per Share:(1) Profit after tax attributable to equity shareholders (A) 14,72.46 42,70.47

Nos. Nos. (2) Weighted average number of Equity Shares outstanding (B) 1,10,05,630 1,10,05,630

Rupees Rupees (3) Basic and Diluted Earnings Per Share:(A)/(B) 13.38 38.80(4) Face Value of Equity Share 5.00 5.00


(` in lacs)


(` in lacs) 30. Contingent Liabilities and Commitments:

(i) Contingent Liabilities: (a) Disputed Excise duty liability 4.40 4.40 (b) Disputed Service-tax liability 54.34 36.05 (c) Disputed Income-tax liability 2,03.01 1,20.79 (d) Disputed Sales-tax liability 20.23 73.18 (e) Guarantees given by the Company’s banker on behalf of the Company to third parties 2,92.25 51.15 (f) Liability in respect of employee(s) disputes Amount

unascertainableAmount

unascertainable (g) Claims against the Company not acknowledged as debts 43.56 44.23 (h) Penalty levied by Competition Commission of India for a violation of section 3 of

the Competition Act, 2002.63,90.00 —

(ii) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

1,62.55 9,06.27

31. The Hon’ble Supreme Court by its ad-interim order dated 13th May, 2011 banned the production, use and sale of endosulfan. The Company immediately suspended production and sale of this product. Subsequently, through orders passed in September, 2011 and December, 2011, the Hon’ble Supreme Court permitted export of existing stocks of Endosulfan Technical and Endosulfan Formulations. Accordingly, the Company exported its entire stock of Endosulfan Technical and over one-third of Endosulfan Formulations stock during the year. At the last hearing in the matter held in April, 2012, the Hon’ble Supreme Court has asked the Central Government for its suggestion as to how the stocks of Endosulfan finished products and it’s raw materials should be disposed off/phased out. The Company carries some stocks of Endosulfan Formulations which are being liquidated through exports depending upon export orders. The Company also holds significant amount of a key raw material and other materials related to Endosulfan. As a matter of prudence the Company has made a provision aggregating to ` 16,30.00 lacs (including ` 6,10.00 lacs provided during the year) for these inventory items, which in the opinion of the Company, is sufficient and reasonable.


(` in lacs)


(` in lacs) 32. Break up of Deferred Tax Assets and Deferred Tax Liabilities in case of

A Excel Genetics Limited: (a) Deferred Tax Assets:

(i) Unabsorbed Business Losses 66.51 40.60 (ii) Depreciation/Amortisation 0.48 — (iii) Liabilities Allowable on Payment basis 1.54 1.50 (iv) Others 0.15 0.18

TOTAL 68.68 42.28

(b) Deferred Tax Liabilities: Depreciation — 0.88

TOTAL — 0.88

Deferred Tax Assets (Net) (refer subnote C) 68.68 41.40

89




(` in lacs)


(` in lacs) B Excel Crop Care (Australia) Pty Limited Deferred Tax Assets: Unabsorbed Business Losses 10.27 5.27

Deferred Tax Assets (Net) (refer subnote C) 10.27 5.27

C In the absence of virtual certainty, Deferred Tax Assets are recognised only to the extent of Deferred Tax Liability provided in the Books of Accounts. Hence, as at 31st March, 2012 Deferred Tax Assets in Books of Accounts are Nil. Previous year’s Deferred Tax Assets of Excel Crop Care (Australia) Pty Limited has been reversed during the year on account of absence of virtual certainty.

33. (a) Research and Development costs, as certified by the Management, debited to the statement of profit and loss are as under:



Excel Crop Care Limited (i) Revenue expenses* 4,28.46 4,93.40 (ii) Depreciation and Amortisation of expenses 1,17.29 1,07.60

5,45.75 6,01.00

* Includes ` 3,13.98 lacs (Previous Year: ` 3,36.21 lacs) and ` 13.13 lacs (Previous Year: ` 12.93 lacs) in respect of Research and Development units at Bhavnagar and Gajod respectively which is approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology.

Excel Genetics Limited Current Year (` in lacs)


Revenue expenses 42.99 35.49

42.99 35.49

(b) Capital Expenditure incurred during the year on Research and Development [including capital expenditure on qualifying assets of ` 88.13 lacs (including Building) (Previous Year: ` 2,32.43 lacs) in respect of Research and Development Unit at Bhavnagar and ` 6.34 lacs (Previous Year: ` 3.22 lacs) in respect of Research and Development Unit at Gajod approved by the Department of Scientific & Industrial Research, Ministry of Science & Technology]

99.69 4,30.88

34. Details of Employee Benefits:I. Defined Benefit Plans - Gratuity (Funded)

The group has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets gratuity on retirement at 15 days of last drawn salary for each completed year of service. If an employee completes more than 25 years of service then instead of 15 days, he/she will get gratuity on retirement at 22 days of last drawn salary. The aforesaid liability is provided for on the basis of an actuarial valuation made at the end of the financial year. The scheme is funded with Insurance companies in the form of qualifying insurance policies in the case of Holding company.

(a) The amounts recognised in the Statement of Profit and Loss are as follows: Defined Benefit Plan Current Year


(` in lacs)

Current Service cost 1,37.07 1,28.66

Interest cost on benefit obligation 1,96.73 1,60.13

Expected return on plan assets (2,14.74) (1,66.40)

Net actuarial (gain)/loss recognised during the year (1,06.18) 3,15.49

Amount included under the head gratuity expense in Note 25 ‘Employee Benefits Expense’

12.88 4,37.88

Actual return on plan assets 2,31.42 1,85.79

90



(b) The amounts recognised in the Balance Sheet are as follows:


(` in lacs)


(` In lacs)

Present value of funded obligation 25,19.33 24,59.00

Less: Fair value of plan assets 25,74.08 22,26.17

Net (Asset)/Liability (54.75) 2,32.83

Net Assets included under the head advance recoverable in cash or kind in Note 15 'Loans and Advances'

(57.33) —

Net Liability included under the head provision for gratuity in note 8 of 'provisions' 2.58 2,32.83

(c) Changes in the present value of the defined benefit obligation representing reconciliation of opening and closing balance thereof are as follows:


(` in lacs)


(` In lacs)

Opening defined benefit obligation 24,59.00 20,66.06

Interest cost 1,96.73 1,60.13

Current service cost 1,37.07 1,28.66

Benefits paid (1,83.97) (2,31.76)

Actuarial (gains)/loss on obligation (89.50) 3,35.91

Closing defined benefit obligation 25,19.33 24,59.00

(d) Changes in the fair value of plan assets are as follows:


(` in lacs)


(` In lacs)

Opening fair value of plan assets 22,26.17 16,58.38

Expected return 2,14.74 1,66.40

Contributions made by employer during the year 3,00.46 6,12.72

Benefits paid (1,83.97) (2,31.76)

Actuarial gains 16.68 20.43

Closing fair value of plan assets 25,74.08 22,26.17

(` in lacs) (` In lacs)

(e) Expected contribution to defined benefit plan for the year — 2,32.83

The major categories of plan assets as a percentage of fair value of total plan assets are as follows:


Insurer Managed Funds (Life Insurance Corporation of India) 99.98% 95.46%

Insurer Managed Funds (Kotak Mahindra Old Mutual Life Insurance Limited) 0.02% 4.54%

100.00% 100.00%

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

91




The principal actuarial assumptions at the Balance Sheet date.

Excel Crop Care Limited

Discount rate 8.25% 8.00%

Expected rate of return on plan assets 9.40% 9.00%

Expected rate of salary increase 10.00% 10.00%


Ultimate Ultimate



Discount rate 8.50% 8.50%

Expected rate of return on plan assets — —

Expected rate of salary increase 6.00% 6.00%


Ultimate Ultimate


Notes:

(i) The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(ii) Amounts for the current and previous four periods as per Para 120(n)(i) of Accounting Standard 15 “Employee Benefits” (Revised, 2003) are as follows:

Gratuity (` in lacs)

2012 2011 2010 2009 2008

Defined benefit obligation 25,19.33 24,59.00 20,65.37 16,30.40 12,53.03

Plan assets 25,74.08 22,26.17 16,58.38 14,11.97 11,67.78

Surplus/(deficit) (net) 54.75 (2,32.83) (4,07.68) (2,18.43) (85.25)

Experience adjustments on plan liabilities (1,44.85) 63.00 1,00.79 * *

Experience adjustments on plan assets 16.68 20.43 58.36 * *

* The disclosure required under Para 120(n)(ii) of AS-15 pertaining to experience adjustments on plan assets and plan liabilities is not given as such information is not available with the group.

II Defined Contribution Plans

(i) Provident Fund is a defined contribution scheme established under a State Plan.

(ii) Superannuation Fund is a defined contribution scheme. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

(iii) Defined Contribution Plan



Current service cost included under the head Contribution to Provident Fund and other funds in Note 25 ‘Employee Benefits Expense’

Provident Fund and Family Pension Fund 2,11.34 2,05.30

Superannuation Fund 98.59 99.74

92



35. Related Party Disclosures as required by Accounting Standard (AS)-18 “Related Party Disclosures”, notified by Companies, (Accounting Standards) Rules, 2006 (as amended) are given below:

(A) Relationships:

(1) Associate Companies: Aimco Pesticides Limited Kutch Crop Services Limited Excel Bio Resources Limited (upto September 29, 2011)

(2) Enterprises over which key management personnel and their relatives have significant influence:Agrocel Industries Limited

Anshul Specialty Molecules Limited

C.C. Shroff Research Institute

C.C. Shroff Self Help Centre

Dipkanti Investments & Financing Private Limited

Divakar Chemicals Limited

Excel Industries Limited

Hyderabad Chemical Limited

Hyderabad Chemical Products Limited

Pritami Investments Private Limited

Shrujan Creations

Shrujan Trust

Shrodip Investments Private Limited

TML Industries Limited

Transpek Industry Limited

Transpek Industry (Europe) Limited

Utkarsh Chemicals Private Limited

Shree Vivekanand Research & Training Institute

(3) Key Management Personnel:Mr. Ashwin C. Shroff (Chairman)

Mr. Dipesh K. Shroff (Managing Director)

Mr. Prakash K. Shroff (Executive Director)

Mr. Jagdish R. Naik (Director)

(4) Relatives of Key Management Personnel:Mrs. Usha A. Shroff (Wife of Mr. Ashwin C. Shroff)

Mr. Ravi A. Shroff (Son of Mr. Ashwin C. Shroff)

Mr. Hrishit A. Shroff (Son of Mr. Ashwin C. Shroff)

Mrs. Anshul Bhatia (Daughter of Mr. Ashwin C. Shroff)

Mr. Kantisen C. Shroff (Father of Mr. Dipesh K. Shroff)

Mrs. Chanda Kantisen Shroff (Mother of Mr. Dipesh K. Shroff)

Mrs. Preeti Dipesh Shroff (Wife of Mr. Dipesh K. Shroff)

Mrs. Priti P. Shroff (Wife of Mr. Prakash K. Shroff)

Mr. Kunal P. Shroff (Son of Mr. Prakash K. Shroff)

Mr. Harish K. Shroff (Brother of Mr. Prakash K. Shroff)

Mrs. Tarla K. Rajda (Sister of Mr. Prakash K. Shroff)

Mrs. Tejal Jagdish Naik (Wife of Mr. Jagdish R. Naik)

Mrs. Jayabala R. Naik (Mother of Mr. Jagdish R. Naik)

Mr. Jayesh R. Naik (Brother of Mr. Jagdish R. Naik)

Dr. Sujan R. Naik (Brother of Mr. Jagdish R. Naik)

93



35. (B) The following transactions were carried out with the related parties in the course of business:

AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel

(` in Lacs)Nature of Transactions Relatives of

Key Mgmt.Personnel

Total

1. INCOME

(a) Sale of Goods (Net of rebate and discount)

Agrocel Industries Limited — 5,78.65 — — 5,78.65(—) (5,48.48) (—) (—) (5,48.48)

Aimco Pesticides Limited 10.50 — — — 10.50 (30.88) (—) (—) (—) (30.88)

Hyderabad Chemical Limited — 5,22.27 — — 5,22.27(—) (7,10.79) (—) (—) (7,10.79)

Others — 12.53 — — 12.53(—) (2,53.88) (—) (—) (2,53.88)

10.50 11,13.45 — — 11,23.95 (30.88) (15,13.15) (—) (—) (15,44.03)

(b) Sales Return of Goods

TML Industries Limited — 6.46 — — 6.46(—) (—) (—) (—) (—)

(c) Sale of Services

Agrocel Industries Limited — 6.29 — — 6.29(—) (6.29) (—) (—) (6.29)

C. C. Shroff Research Institute — 10.46 — — 10.46(—) (10.46) (—) (—) (10.46)

— 16.75 — — 16.75(—) (16.75) (—) (—) (16.75)

(d) Interest


TML Industries Limited — 3.83 — — 3.83(—) (—) (—) (—) (—)— 17.81 — — 17.81

(—) (20.12) (—) (—) (20.12)

(e) Royalty

TML Industries Limited — — — — —(—) (15.49) (—) (—) (15.49)

(f) Rent

Excel Industries Limited — 24.72 — — 24.72(—) (24.12) (—) (—) (24.12)


Anshul Specialty Molecules Limited — 23.31 — — 23.31(—) (22.74) (—) (—) (22.74)


— 1,14.40 — — 1,14.40(—) (1,11.60) (—) (—) (1,11.60)

94



AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Key Mgmt.Personnel

Total


Hyderabad Chemical Limited — — — — —(—) (2,08.06) (—) (—) (2,08.06)

(h) Others (Reimbursement of expenses)


Aimco Pesticides Limited 5.61 — — — 5.61 (22.18) (—) (—) (—) (22.18)

Anshul Specialty Molecules Limited — 6.51 — — 6.51(—) (6.51) (—) (—) (6.51)



Others — — 0.06 — 0.06(—) (—) (—) (—) (—)

5.61 47.59 0.06 — 53.26 (22.18) (34.17) (—) (—) (56.35)

(i) Others (Sale of other materials)

Aimco Pesticides Limited 0.57 — — — 0.57 (—) (—) (—) (—) (—)

2. EXPENSES

(a) Purchase of Goods

Excel Industries Limited — 46,45.34 — — 46,45.34

(—) (34,46.56) (—) (—) (34,46.56)

TML Industries Limited — 6,33.99 — — 6,33.99(—) (16,68.38) (—) (—) (16,68.38)


Others 22.74 14,07.21 — — 14,29.95 (22.55) (21,61.98) (—) (—) (21,84.53)

22.74 92,38.24 — — 92,60.98 (22.55) (85,29.12) (—) (—) (85,51.67)

(b) Purchase of Services


Mr. Harish K. Shroff — — — 0.28 0.28(—) (—) (—) (—) (—)

— 0.07 — 0.28 0.35(—) (3.94) (—) (—) (3.94)

(c) Purchase of Tangible Assets

Excel Industries Limited — 3.00 — — 3.00 (—) (—) (—) (—) (—)

35. (B) The following transactions were carried out with the related parties in the course of business: (Contd.)

95



AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Key Mgmt.Personnel

Total

(d) Rent


Prakash K. Shroff — — 0.90 — 0.90(—) (—) (0.90) (—) (0.90)— 34.63 0.90 — 35.53

(—) (42.36) (0.90) (—) (43.26)

(e) CommissionDivakar Chemicals Limited — 3.07 — — 3.07

(—) (18.58) (—) (—) (18.58)

(f) Charity & DonationsShrujan Trust — 1,40.00 — — 1,40.00

(—) (1,10.00) (—) (—) (1,10.00)

Shree Vivekanand Research & Training Institute — 42.00 — — 42.00(—) (24.50) (—) (—) (24.50)

C.C. Shroff Self Help Centre — 30.00 — — 30.00(—) (—) (—) (—) (—)

Others — — — — —(—) (5.00) (—) (—) (5.00)

— 2,12.00 — — 2,12.00(—) (1,39.50) (—) (—) (1,39.50)

(g) Processing ChargesExcel Industries Limited — 6,53.53 — — 6,53.53

(—) (11,30.72) (—) (—) (11,30.72)

TML Industries Limited — — — — —(—) (1,24.49) (—) (—) (1,24.49)

Others — — — — —(—) (41.61) (—) (—) (41.61)

— 6,53.53 — — 6,53.53(—) (12,96.82) (—) (—) (12,96.82)

(h) Research & Development ExpensesC.C. Shroff Research Institute — 77.21 — — 77.21

(—) (1,32.36) (—) (—) (1,32.36)

(i) RoyaltyExcel Industries Limited — 1,27.09 — — 1,27.09

(—) (1,13.42) (—) (—) (1,13.42)

(j) RemunerationDipesh K. Shroff — — 73.16 — 73.16

(—) (—) (75.08) (—) (75.08)

Prakash K. Shroff — — 55.14 — 55.14(—) (—) (60.60) (—) (60.60)

Others — — — 10.19 10.19(—) (—) (—) (9.05) (9.05)

— — 1,28.30 10.19 1,38.49(—) (—) (1,35.68) (9.05) (1,44.73)


96



AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Key Mgmt.Personnel

Total

(k) Directors’ Commission (Other than Managing Director and Executive Director)

Ashwin C. Shroff — — 3.25 — 3.25(—) (—) (4.75) (—) (4.75)

J.R. Naik — — 13.50 — 13.50(—) (—) (20.00) (—) (20.00)

— — 16.75 — 16.75(—) (—) (24.75) (—) (24.75)

(l) Directors’ Sitting Fees

Ashwin C. Shroff — — 0.50 — 0.50(—) (—) (0.65) (—) (0.65)

J.R. Naik — — 0.75 — 0.75(—) (—) (0.85) (—) (0.85)

— — 1.25 — 1.25(—) (—) (1.50) (—) (1.50)

(m) Legal & Professional Charges

J.R. Naik — — 35.02 — 35.02(—) (—) (31.71) (—) (31.71)

(n) Others (Miscellaneous purchase/reimbursement of expenses)

Shrujan Creations — 12.22 — — 12.22(—) (6.87) (—) (—) (6.87)

C.C. Shroff Self Help Centre — 10.16 — — 10.16(—) (1.71) (—) (—) (1.71)


Excel Bio Resources Limited — — — — — (30.80) (—) (—) (—) (30.80)

Others — 3.01 — — 3.01(—) (1.72) (—) (—) (1.72)

— 31.78 — — 31.78 (30.80) (17.25) (—) (—) (48.05)

3. FINANCE/OTHERS

(a) Loans/Trade Advance given

Agrocel Industries Limited — — — — —(—) (2,72.15) (—) (—) (2,72.15)

TML Industries Limited — 2,00.00 — — 2,00.00(—) (—) (—) (—) (—)

— 2,00.00 — — 2,00.00(—) (2,72.15) (—) (—) (2,72.15)


97



AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Key Mgmt.Personnel

Total

(b) Dividend PaidAnshul Specialty Molecules Limited — 14.61 — — 14.61

(—) (24.36) (—) (—) (24.36)

Excel Industries Limited — 9.22 — — 9.22 (—) (6.25) (—) (—) (6.25)

Hyderabad Chemical Limited — 7.42 — — 7.42(—) (9.37) (—) (—) (9.37)

Utkarsh Chemicals Private Limited — 17.80 — — 17.80(—) (29.59) (—) (—) (29.59)

Others — 11.42 3.86 9.02 24.30(—) (21.87) (6.42) (15.04) (43.33)

— 60.47 3.86 9.02 73.35(—) (91.44) (6.42) (15.04) (1,12.90)

(c) Sale of Shares

Excel Industries Limited — 25.00 — — 25.00(—) (—) (—) (—) (—)

4. OUTSTANDINGS AS AT THE BALANCE SHEET DATE

(a) Amounts Receivable (Net)

Aimco Pesticides Limited 2,92.78 — — — 2,92.78(2,92.22) (—) (—) (—) (2,92.22)


Hyderabad Chemical Limited — 47.38 — — 47.38(—) (1,32.94) (—) (—) (1,32.94)

Others — 15.15 — — 15.15(—) (0.61) (—) (—) (0.61)

2,92.78 1,82.09 — — 4,74.87(2,92.22) (2,52.64) (—) (—) (5,44.86)

(b) Advances Receivable

Kutch Crop Services Limited 67.69 — — — 67.69 (80.22) (—) (—) (—) (80.22)

Agrocel Industries Limited — 30.00 — — 30.00(—) (1,80.74) (—) (—) (1,80.74)

TML Industries Limited — 2,00.00 — — 2,00.00(—) (—) (—) (—) (—)

67.69 2,30.00 — — 2,97.69 (80.22) (1,80.74) (—) (—) (2,60.96)


98



AssociateCompanies

OtherEnterprises

Key Mgmt.Personnel


Key Mgmt.Personnel

Total

(c) Amounts Payable (Net)

C.C. Shroff Research Institute — 1,49.89 — — 1,49.89(—) (1,75.88) (—) (—) (1,75.88)

Agrocel Industries Limited — 1,98.02 — — 1,98.02(—) (—) (—) (—) (—)

Excel Industries Limited — 11,58.88 — — 11,58.88(—) (8,98.04) (—) (—) (8,98.04)

Remuneration to Dipesh K. Shroff — — 23.24 — 23.24(—) (—) (23.21) (—) (23.21)

Remuneration to Prakash K. Shroff — — 19.43 — 19.43(—) (—) (24.18) (—) (24.18)

Others — 1,00.23 8.19 — 1,08.42(—) (1,66.56) (7.45) (—) (1,74.01)

— 16,07.02 50.86 — 16,57.88(—) (12,40.48) (54.84) (—) (12,95.32)

(Figures in brackets relate to the Previous Year) (Above figures are gross of tax)

36. Segment Information: Primary Business Segment: The Group has only one business segment viz. Agro Inputs.

Secondary Business Segment: Information in respect of geographical segments is as shown below:

Current Year (` in lacs) Previous Year (` in lacs)

Domestic Export Total Domestic Export Total

Revenue 421,80.32 280,02.63 701,82.95 487,07.81 259,37.76 746,45.57

Carrying amount of Segment Assets 449,61.48 121,37.23 570,98.71 366,07.09 127,57.41 493,64.50

Additions to Tangible and Intangible Assets 30,15.24 — 30,15.24 20,04.00 — 20,04.00

Note: Segment Revenue in the above segments considered for disclosure are as follows:

(a) Revenue from Domestic Segment includes sales to customers located within India.

(b) Revenue from Export Segment includes sales to customers located outside India and income on account of Export Incentives.

37. Operating Leases: Office Premises, Guest House, Farm Land and other assets are obtained on operating leases for various tenors. None of the operating leases are renewable.

There are no restrictions imposed by lease agreements/arrangements. There are subleases entered into by the Company in respect of the office premises taken on lease. All the aforestated leases are cancellable as per the terms and conditions mentioned in the agreements.

2011-12(` in lacs)

2010-11(` in lacs)

(i) Lease payments for the year 2,89.33 2,84.68

(ii) Sub-lease payments received during the year 1,20.69 1,18.16

(iii) Minimum lease payments as at 31st March

(a) Not later than one year 3,02.66 2,71.61

(b) Later than one year but not later than five years 2,77.42 5,82.69

(c) Later than five years — —


99



38. The Company has availed of the exemption granted by notification dated 8th February, 2011 issued by the Ministry of Corporate Affairs (MCA) under Section 212 of the Companies Act, 1956. The information relating to each subsidiary company in terms of said notification is as follows:

(` in Lacs)Sr. No.

Name of the Company Reporting Currency

Exchange Rate

Capital Reserves Total Assets

Total Liabilities

Investment other than

Investment in Subsidiary

Company (Note 14 &18)

Turnover Profit Before

Taxation

Provision for

Taxation

Profit After

Taxation

Proposed Dividend

1. Excel Crop Care (Europe) N.V. EUR 67.89 42.77 10,67.86 19,43.58 8,32.95 — 18,58.68 2.47 — 2.47 —(63.27) (39.86) (9,92.84) (16,10.19) (5,77.39) (—) (13,76.03) (-28.17) (—) (-28.17) (—)

2. Excel Crop Care (Australia) Pty Limited AUD 52.66 13.17 60.46 80.12 6.49 — — -22.44 -6.73 -15.71 —(46.16) (11.54) (66.79) (84.01) (5.68) (—) (1,02.29) (-8.92) (-2.64) (-6.28) (—)

3. Excel Crop Care (Africa) Limited TZS 0.03 54.06 16.88 3,22.80 2,51.86 — 10,14.22 31.85 9.56 22.30 —(0.03) (50.49) (-5.04) (47.78) (2.33) (—) (—) (-7.21) (-2.16) (-5.05) (—)

4. Excel Genetics Limited INR 1.00 3,00.00 -2,32.60 2,93.14 2,25.74 0.38 5,16.53 -90.58 — -90.58 —(1.00) (3,00.00) (-1,42.02) (2,70.36) (1,12.38) (60.73) (3,74.66) (-84.97) (—) (-84.97) (—)

5. ECCL Investments and Finance Limited INR 1.00 5.00 -1.76 4.98 1.74 — — 0.04 0.11 -0.07 —(1.00) (5.00) (-1.69) (4.26) (0.94) (—) (—) (-0.77) (0.10) (-0.87) (—)

6. Excel Brasil Agronegocious Ltda BR $ 27.85 — — — — — — — — — —(27.38) (—) (—) (—) (—) (—) (—) (—) (—) (—) (—)

(Figures in brackets relate to the Previous Year)

Notes:1. On 30 March, 2011, the Company established Excel Brasil Agronegocious Ltda, a wholly owned subsidiary company, in Brazil. The Holding Company

has not made any investment in the shares of the said subsidiary company till 31 March, 2012. Excel Brasil Agronegocious Ltda had no financial transactions during the year ended 31 March, 2012 and hence, it has no Financial Statements for the said financial year.

2. As required by the notification issued by MCA, Indian Rupees equivalent of the figures given in foreign currencies in the accounts of the foreign subsidiaries have been given based on exchange rate as on 31 March, 2012.

3. Details of Investment of subsidiary companies:



(` in Lacs) (` in Lacs)In National Saving Certificates 0.38 0.38In Mutual Funds — 60.35

Total 0.38 60.73

39. Foreign exchange derivatives and exposures outstanding as at the Balance Sheet date:


(in lacs)


(in lacs)(a) Forward Contract for Hedging (i) For US$ – Buy 75.51 65.02 (ii) For US$ – Sell 1,48.62 1,32.80 (iii) For Euro – Sell — 0.63


(in lacs)


(in lacs)(b) Currency and interest rates swaps (for hedging of

foreign currency and interest rate exposures)Currency Cross Currency

External Commercial Borrowing (ECB) US Dollars INR 50.00 —

(c) Un-hedged Foreign Currency Exposure on: Currency Outstandingas at


Outstandingas at


(i) Receivables US Dollars 18.25 28.09Euro 1.02 0.09

(ii) Payables US Dollars 8.42 4.16Euro 0.34 0.11

(iii) Expenses US Dollars 4.25 —

100



40. Till the year ended 31 March, 2011, the Group was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Group. The Group has reclassified previous year figures to conform to this year’s classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.




Mumbai 30 May 2012



Company Secretary

Mumbai 30 May 2012


NOTE


NOTE

EXCEL CROP CARE LIMITEDRegistered Office:

184-87, SWAMI VIVEKANAND ROAD, JOGESHWARI (W), MuMbAI-400 102.

PROXY FORM

DP. ID* Registered Folio No.

Client ID*

I/We ............................................................................................................................................................................................................................................

of ........................................................................................ in the district of ...............................................................................................................................

...................................................................................................................................... being a member/members of the abovenamed Company hereby appoint

................................................................................................................ of ....................................................................................................... in the district of

...................................................................................................................or failing him/her .................................................................................................. of

................................................................................................................... in the district of .......................................................................................................

as my/our proxy to vote for me/us on my/our behalf at the FORTY-EIGHTH ANNuAL GENERAL MEETING of the Company to be held on Wednesday, the 25th July, 2012, and at any adjournment thereof.

Signed this ........................................................................................day of ...................................................................................................................... 2012.

Signature .................................................................................................... .........................................................................................

* Applicable for investors holding shares in electronic form.N.B.: This proxy must be deposited at the Registered Office of the Company at 184-87, Swami Vivekanand Road, Jogeshwari (W), Mumbai-400 102,

not less than 48 hours before the time of the meeting.

EXCEL CROP CARE LIMITEDRegistered Office:

184-87, SWAMI VIVEKANAND ROAD, JOGESHWARI (W), MuMbAI-400 102.

ATTENDANCE SLIP

48th Annual General Meeting on Wednesday, 25th July, 2012

DP. ID* Registered Folio No.

Client ID*

Mr./Mrs./Miss .............................................................................................................................................................................................................................

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the FORTY-EIGHTH ANNuAL GENERAL MEETING of the Company held at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wacha Road, Churchgate, Mumbai–400 020 on Wednesday, the 25th July, 2012 at 3.00 p.m.

......................................................................................... ......................................................................................... Proxy’s name in bLOCK letters Member’s/Proxy’s Signature

* Applicable for investors holding shares in electronic form.Note: Please fill in this attendance slip and hand it over at the ENTRANCE OF THE HALL.

AffixRevenueStamp

TEAR

HER

E

TEN YEARS FINANCIAL HIGHLIGHTS

(` in crores)

2011-12 2010-11 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03

I. CAPITAL ACCOUNTS

A. Share Capital 5.50 5.50 5.50 5.50 5.50 5.50 5.50 5.50 5.50 *5.50

B. Reserve 215.25 202.20 163.31 133.89 112.53 97.38 84.11 67.74 53.38 46.19

C. Shareholders’ Funds (A+B) 220.75 207.70 168.81 139.39 118.03 102.88 89.61 73.24 58.88 51.69

D. Borrowings** 93.48 107.21 134.41 135.82 110.90 83.52 77.22 82.13 79.21 90.11

E. Fixed Assets

i. Gross Block 212.15 186.26 172.73 157.09 137.38 121.18 112.84 101.22 96.05 86.50

ii. Net Block 130.15 114.23 109.58 101.78 89.46 79.56 72.89 61.59 57.61 51.16

F. Debt-Equity Ratio 0.42:1 0.52:1 0.80:1 0.97:1 0.94:1 0.81:1 0.86:1 1.12:1 1.35:1 1.74:1

II. REVENUE ACCOUNTS

A. Sales Turnover @

i. Domestic 405.80 470.04 403.96 391.55 309.44 258.28 262.43 252.07 193.85 189.31

ii. Exports 255.81 232.24 216.45 293.55 176.49 146.68 119.38 129.27 96.32 67.68

TOTAL 661.61 702.28 620.41 685.10 485.93 404.96 381.81 381.34 290.17 256.99

B. Profit before taxes 21.84 61.79 57.10 44.60 37.64 29.50 34.10 34.19 16.11 6.26

C. Return on Shareholders’ Funds % 9.89 29.74 33.83 32.00 31.89 28.67 38.05 46.68 27.36 12.11

III. EQUITY SHAREHOLDERS’ EARNINGS

A. Earnings per Equity Share @@ ` 14.19 39.69 34.01 25.26 21.28 16.44 19.15 19.92 9.35 3.49

B. Dividend per Equity Share @@ ` 2.00 3.75 6.25 5.00 5.00 3.75 3.75 3.75 2.50 1.50

C. Dividend Payout Ratio % 16.39 10.98 21.43 23.16 27.49 26.68 22.32 21.49 30.17 48.55

D. Net Worth per Equity Share @@ ` 200.58 188.72 153.38 126.65 107.25 93.48 81.42 66.55 53.50 46.97

E. Market price of Share as on 31st March @@ ` 118.95 243.60 199.80 68.25 95.65 86.55 170.65 162.50 102.85 #112.40

* Includes Share Capital Suspense Account

** Borrowings is net of Cash and Bank balance

@ Sales Turnover for 2007-08 and subsequent years is net of volume based discounts/rebates

@@ Equity Share of Face Value of ` 5/-

# As on 9th December, 2003 – the first day of listing of shares after demerger

Figures for 2010-11 & 2011-12 are based on revised Schedule VI

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