Elantas Beck India Ltd
Directors Reports
To the Members,
ELANTAS Beck India Ltd.
Your Directors have pleasure in presenting the Company's Sixty Seventh
Annual Report and the Audited Financial Statements for the financial year ended 31
December 2022.
Financial Results:
(Rs. in Lakhs)
|
Year ended 31.12.2022 |
Year ended 31.12.2021 |
Revenue from operations |
64,470.13 |
52,213.10 |
Other income |
1,763.72 |
1,633.28 |
Total income |
66,233.85 |
53,846.38 |
Profit before exceptional items and tax |
11,841.10 |
8,223.48 |
Exceptional Items |
1,072.04 |
914.28 |
Profit before tax |
12,913.14 |
9,137.76 |
Income tax expense |
3,135.02 |
2,449.59 |
Other Comprehensive Income |
11.00 |
16.22 |
Profit for the year |
9,789.12 |
6,704.39 |
Retained earnings brought forward |
42,799.75 |
36,491.74 |
Less: Dividend paid during the year |
396.38 |
396.38 |
Retained earnings at the end of the year |
52,192.49 |
42,799.75 |
Performance
The Company posted a turnover of Rs. 64,191.96 Lakhs for the year ended
31 December 2022 against the turnover of Rs. 52,066.99 Lakhs achieved in the previous year
ended 31 December 2021. In terms of sales quantity, the tonnage sold during the year ended
31 December 2022 decreased by 0.89% compared to the previous year. The profit before
exceptional items and tax stood at Rs. 11,841.10 Lakhs, an increase of 44.00% over the
profit before tax posted last year i.e. Rs. 8,223.48 Lakhs. The Profit before Tax net of
other comprehensive income and Profit after Tax were Rs.12,913.14 Lakhs and Rs. 9,789.12
Lakhs respectively as against Rs. 9,153.98 Lakhs and Rs. 6,704.39 Lakhs for the previous
year.
Share Capital
Share Capital Audit as per the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations)
is conducted on a quarterly basis by V.R. Associates, Practicing Company Secretaries. The
Share Capital Audit Reports are duly forwarded to BSE Ltd. where the equity shares of the
Company are listed. During the year ended 31 December 2022, there was no change in the
issued and subscribed capital of the Company, the outstanding capital as on 31 December
2022 was Rs. 79,276,820 comprising of 7,927,682 shares of Rs.10/- each.
Dividend
After taking into consideration the capital expenditure on the proposed
project and to conserve the resources for that purpose, the Directors are pleased to
recommend a dividend of Rs. 5.00/- per equity share of Rs.10/- each, subject to the
deduction of tax as applicable, for the year ended 31 December 2022 (previous year Rs.
5.00/- per equity share). The dividend is payable subject to Members' approval
at the ensuing Annual General Meeting (AGM). The dividend pay-out, if
approved by the Members in the ensuing AGM, will be Rs. 396.38 Lakhs.
The Company has adopted its Dividend Distribution Policy during the
year 2020, which is available on the Company's website at
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas
beck india/financial documents /compliance with corporate governance/dividend distribution
policy approved on 05.05.2020.pdf.html
Reserves
Directors have not recommended transfer of any amount to general
reserves during the year under review.
State of the Company's affairs:
Please refer Management Discussion & Analysis Report which forms
part of this Report.
Capital Expenditure:
Capital expenditure incurred during the year aggregated to Rs. 742.62
Lakhs.
Corporate Governance
Pursuant to the provisions of Regulation 34 (2) & (3) and 53(f),
read with Schedule V to the Listing Regulations, Management Discussion and Analysis
Report, Report on Corporate Governance, Business Responsibility Report and Compliance
Certificate on Corporate Governance form part of this Report.
Directors
During the year under review, Members in the 66th AGM,
approved the re-appointment of Mr. Srikumar Ramakrishnan [DIN: 07685069] as Managing
Director of the Company for a further period of 5 (five) years w.e.f. 1 August 2022 to 31
July 2027 by passing the Special Resolution.
The Members in the 66th AGM also approved by way of Special
Resolution, continuation of appointment of Mr. Ranjal L. Shenoy (DIN: 00074761) who
attained the age of 75 years on 16 January 2023 in pursuance of the provisions of
Regulation 17(1A) of Listing Regulations.
Pursuant to the recommendation of the Nomination & Remuneration
Committee, the Board in its Meeting held on 27 July 2022 appointed Mrs. Usha Rajeev (DIN:
05018645) as an Additional Director. The Members approved appointment of Mrs. Usha Rajeev
as Director and also as an Independent Director for a period of five years w.e.f. 27 July
2022 to 26 July 2027 constituting the first term by passing a Special Resolution by way of
ballot through electronic voting concluded on 11 September 2022; the result of which was
declared on 12 September 2022.
Mrs. Kishori Udeshi (DIN: 01344073) Independent Director stepped down
from the office of Director from the close of business hours on 27 July 2022.
Mr. Ravindra Kulkarni (DIN :00059367), Independent Director and Dr.
Guido Forstbach (DIN: 00427508) Non-Executive & Non-Independent Director of the
Company stepped down from the office of Director from the close of business hours on 1
November 2022. The Board of Directors place on record its sincere appreciation for the
contributions made by them during their tenure as Directors.
Further, Pursuant to the recommendation of the Nomination &
Remuneration Committee, the Board in its Meeting held on 1 November 2022 appointed Mr.
Ravindra Kumar ( DIN : 06755402) as an Additional Director in the Capacity of
Non-Executive & Non- Independent Director w.e.f. 2 November 2022. Members approved
appointment of Mr. Ravindra Kumar as Non-Executive & Non-Independent Director by
passing Ordinary Resolution by way of ballot through electronic voting which was concluded
on 12 December 2022; the result of which was declared on 13 December 2022.
Mr. Martin Babilas, (DIN: 00428631), retires by rotation at the ensuing
AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 (The Act), read
with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles
of Association of the Company and being eligible, has offered himself for re-appointment.
The approval of the Members for the re-appointment of Mr. Martin
Babilas has been sought in the Notice convening the AGM of your Company.
Particulars in pursuance of Regulation 36 of Listing Regulations read
with Secretarial Standard-2 on General Meetings relating to Mr. Martin Babilas are given
in the Notice convening the AGM.
None of the Directors is disqualified from being appointed as or
holding office as Director, as stipulated under Section 164 of the Act.
Declaration from Independent Directors
All Independent Directors have given Declaration that;
a. They meet the criteria for independence as laid down under Section
149 (6) of the Act, and Regulation 25 (8) read with 16(1)(b) of the Listing Regulations.
b. The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act
In the opinion of the Board, the Independent Directors fulfil the
conditions specified in the Listing Regulations and are Independent of the Management.
Further there has been no change in the circumstances affecting their
status as Independent Directors of the Company.
Statement on Compliance with Code of Conduct for Directors and Senior
Management;
Please refer page 40 of the Report on Corporate Governance annexed to
this Report.
Composition of Key Managerial Personnel (KMP)
Pursuant to provisions of Section 203 of the Act, the Company has the
following KMPs as on the date of the report:
Name of the KMP |
Designation |
Date of Appointment |
Mr. Srikumar Ramakrishnan |
Managing Director |
1 August 2019 |
Mr. Milind Talathi |
Whole Time Director |
27 February 2018 |
Mr. Sanjay Kulkarni |
CFO and VP- IT & Procurement |
18 August 2008 |
Mr. Abhijit Tikekar |
Head Legal & Company Secretary |
31 October 2018 |
Separate Meeting of Independent Directors
The Independent Directors are fully kept informed of the Company's
business activities in all areas. A separate Meeting of Independent Directors was held on
21 February 2023 in which the Independent Directors reviewed the performance of (i) non-
Independent Directors, (ii) the Board as a whole and (iii) Chairperson of the Company for
the year under review.
They also assessed the quality, quantity and timeliness of flow of
information between the Company's Management and the Board that are necessary for the
Directors to effectively and reasonably perform their duties. Independent Directors
expressed their satisfaction on the working of the Company, Board deliberation and
contribution of the Chairman and other Directors in the growth of the Company. All the
Independent Directors were present at the Meeting.
Composition of Audit Committee and Nomination & Remuneration
Committee
For details, kindly refer the Corporate Governance Report forming part
of this Report.
Nomination and Remuneration Policy
The Nomination & Remuneration Committee reviews the composition of
the Board to ensure that there is an appropriate mix of abilities, experience and
diversity to serve the interests of all Members and the Company.
In accordance with the requirements under Section 178 of the Act and
also as per the Listing Regulations, the Committee formulated a Nomination and
Remuneration Policy to govern the terms of nomination /appointment and remuneration of (i)
Directors, (ii) Key Managerial Personnel (KMPs), (iii) Senior Management and (iv) other
employees of the Company.
The details of the Remuneration Policy are stated in the Corporate
Governance Report. The Policy is available on the website of Company i.e.
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas
beck india/financial d ocuments/compliance with corporate governance/archive compliance
with corporate governan ce/nomination and remuneration policy.pdf
Board Evaluation
Pursuant to the provisions of the Companies Act and Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the performance of Independent Directors and other Directors individually, as
well as the evaluation of the working of its Committees for the Year 2022. The evaluation
has been carried out on the basis of criteria defined by the Nomination & Remuneration
Committee in its Meeting dated 29 July 2014 and amended from time to time.
Based on the evaluation, Company expects the Board and the Directors to
continue to play a constructive and meaningful role in creating value for all the
stakeholders in the ensuing years.
Number of Board Meetings held
During the year 2022, five Board Meetings were convened and held.
Details of the same are given in the Corporate Governance Report which forms part of this
Report. The intervening gap between any two Meetings was within the period prescribed by
the Act and the Listing Regulations.
Related Party Transactions
All Related Party Transactions (RPT) entered into by the Company during
the year under review were at arms' length basis and were in the ordinary course of
business. There were no materially significant RPT with Parent Company and its
subsidiaries, Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict of interest with the Company at large.
All RPT are placed before the Audit Committee for its review and
approval. Prior omnibus approval of the Audit Committee is obtained for transactions which
are of a foreseen and repetitive nature. Pursuant to the provisions of the Listing
Regulations as well as the Rule 6A of the Companies (Meetings of Board and its Powers)
Rules, 2014, Audit Committee, by passing Resolution in its Meeting held on 2 November
2021, had granted omnibus approval for the proposed RPT to be entered into by the Company
during the year 2022. Since there are no material RPT and also all the transactions with
related parties are at arm's length and are in the ordinary course of business, no
transactions are required to be reported in Form AOC - 2. In compliance with the Indian
Accounting Standards (IND AS) 2015 RPT are shown in Note no. 36 of Financial Statements
forming part of this Report.
The Board of Directors of the Company, at its Meeting held on 26
February 2019, on the recommendation of the Audit Committee, reframed a policy on
materiality to regulate transactions between the Company and its related partes, in
compliance with the applicable provisions of the Act, and Regulation 23 of the Listing
Regulations, as amended. The Policy as approved by the Board is uploaded and can be viewed
on the Company's website
https://elantascomcdn.azureedge.net/tileadmin/elantas/companies/elantas
beck india/financial d ocuments/compliance with corporate governance/policy on related
party transactions final.pdf
The Non-Executive Directors have no pecuniary relationship or
transaction with the Company other than commission and siffing fees paid to them. For
details, kindly refer the Corporate Governance Report which forms part of this Report.
Details of Loans, Guarantees and Investments
During the year 2022, BYK India Private Limited , related party, has
repaid entire loan taken from the Company including interest applicable as on the date of
repayment.
Apart from this, the Company has not entered into any transaction
during the year under review. Corporate Governance
Report on Corporate Governance and the Auditors' Certificate thereon,
as stipulated under Listing Regulations, is given separately in this Report.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism named as 'Whistle Blower
Policy' within the Company in compliance with the provisions of Section 177(10) of the Act
and Regulation 22 of the Listing Regulations.
The policy of such mechanism which has been circulated to all employees
within the Company, provides a framework to the employees for guided & proper
utilization of the mechanism. Under the said Policy, provisions have been made to
safeguard persons who use this mechanism from victimization. The Policy also provides
access to the Chairman of the Audit Committee by any person under certain circumstances.
The Whistle Blower Policy has been uploaded on the Company's website
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck
india/financial d ocuments/compliance with corporate governance/whistle blower policy
2022.pdf
Corporate Social Responsibility (CSR)
In the last 8 years, Company has been successful in creating an image
of a socially responsible and a vigilant corporate citizen in the minds of the community
at large, it serves. There were number of projects and programs undertaken, pursued and
sustained very well by the Company as part of CSR initiatives.
The Company considers it as its economic and social responsibility to
foster sustainable local development. As a part of such responsibility, it has focused
amongst others, on building of educational infrastructure and helping in mitigation of
environmental issues in local areas in which it operates. However, due to Covid -19
pandemic situation, focus of the Company was shifted to health and safety and accordingly
has taken necessary steps by contributing generously to the funds set up by the Central
Government i.e. Prime Minister's Citizen Assistance and Relief in Emergency Situations
Fund and Prime Minister's National Relief Fund for Covid -19 relief measures.
The Company officials are diligently monitoring the implementation of
CSR projects through frequent site visits, meeting officials, checking records etc.
The CSR Policy Statement and Report on the activities undertaken during
the year is incorporated in 'Annexure B'.
Business Responsibility Report
Report on Business Responsibility as stipulated under the Listing
Regulations and any other applicable law for the time being in force describing the
initiatives taken by the Management from an
environmental, social and governance perspective, forms an integral
part of this Report attached as 'Annexure F'.
Risk Management Policy
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to the Company. Company's future growth is linked to general
economic conditions prevailing in the market. Management has taken appropriate measures
for identification of risk elements related to the Industry in which the Company is
engaged and is always trying to reduce the impact of such risks. The Risk Management
Policy is available on the Website of the Company
i.e.https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck
india/financial d ocuments/compliance with corporate governance/risk management policy
elantas beck 02.11.2021.pdf
The Board is satisfied that there are adequate systems and procedures
in place to identify, assess, monitor and manage risks including the risks associated with
cyber security.
Internal Financial Controls and their adequacy
The Company has an established internal financial control framework
including internal controls over financial reporting, operating controls and entity level
controls. The framework is reviewed regularly by the Management and tested by the global
internal audit team and also the Internal Auditors appointed by the Company and presented
to the Audit Committee. Based on the periodical testing, the framework is strengthened
from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.
Subsidiary, Associates and Joint Venture
The Company does not have any Subsidiary or Associate or Joint Venture
Company as on date of this Report.
Annual Return
As required under Section 92(3) of the Act and the Rules made
thereunder and amended from time to time, the Annual Return of the Company in prescribed
Form MGT-7 is available on the website of the Company at
https://www.elantas.com/beck-india/financial-documents/compliance-with-corporate-
governance.html
Directors' Responsibility Statement
In terms of Section 134 (3)(c) of the Act, the Directors hereby state
that:
a) in the preparation of Annual Accounts for the Year ended 31 December
2022, the applicable accounting standards have been followed along with proper
explanations relating to material departures, if any.
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give true and fair view of the state of affairs of the Company as at 31 December 2022
and of the profit of the Company for the year ended 31 December 2022.
c) the proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the Annual Accounts of the Company on a
'going concern' basis.
e) the Company has laid down proper Internal Financial Controls and
they are adequate and are operating effectively.
f) the Directors have devised proper systems and processes to ensure
compliance with the provisions of all applicable laws and such systems and processes are
adequate and operating effectively.
Compliance with Secretarial Standards
The Company has ensured compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Auditors
a) Internal Auditors
The Internal Auditors, Mahajan & Aibara, Chartered Accountants,
Mumbai conduct internal audits periodically and submit their reports to the Audit
Committee. Their Reports have been reviewed by the Audit Committee from time to time.
b) Statutory Auditors
The Members, in the 60th AGM held on 3 June 2016, appointed
Price Waterhouse, Chartered Accountants LLP, Pune as Statutory Auditors of the Company for
the financial year 2016. Further, the Members in the 61st AGM held on 10 May
2017 appointed them as Statutory Auditors for the remaining period of four years forming
part of the first term of five years i.e. up to the conclusion of AGM for the year 2020.
During the year 2021, in the 65th Annual General Meeting
held on 4 May 2021, Members passed Resolution approving appointment of Price Waterhouse,
Chartered Accountants LLP, Pune as the Auditors of the Company for a second term of five
years from the conclusion of the 65th AGM till the conclusion of the 70th
AGM.
There are no qualifications, reservations or adverse remarks or
disclaimer made in the audit report for the Financial Year 2022.
c) Cost Auditors
In terms of Section 148 of the Act, read with Rule 8 of the Companies
(Accounts) Rules, 2014, as amended, it is stated that the cost accounts and records are
made and maintained by the Company as specified by the Central Government.
Pursuant to Section 148(1) of the Act, read with the Companies (Cost
Records & Audit) Rules, 2014, as amended, the cost records maintained by the Company
in respect of its products are required to be audited. Your Directors, on the
recommendation of the Audit Committee, appointed Dhananjay V. Joshi & Associates, Cost
Accountants, to audit the cost records of the Company for the financial year 2022 on a
remuneration to be ratified by the Members in the forthcoming AGM. Accordingly, a
Resolution for ratification of payment of remuneration to Dhananjay V. Joshi &
Associates, Cost Auditors, is included in the Notice convening the AGM for approval of
Members.
The Cost Audit Report for the financial year ended 31 December 2021 was
filed with the Ministry of Corporate Affairs on 2 June 2022 i.e. within the stipulated
time mandated in the Companies (Cost Records & Audit) Rules, 2014 as amended.
d) Secretarial Auditors
Prajot Tungare & Associates, Practicing Company Secretaries, Pune
were appointed to conduct the Secretarial Audit of the Company for the Financial Year
2022, as required under Section 204 of the Act, read with rules framed thereunder. The
Secretarial Audit Report for FY 2022 forms part of this Report as 'Annexure A'.
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Secretarial Auditors in their report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
Information as required by Section 134(3)(m) of the Act, relating to
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo, is
given in 'Annexure C' to this report.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, Redressal) Act, 2013
The Company has in place, Policy for prevention of Sexual Harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, Redressal) Act, 2013 and the Rules made thereunder. The Company has zero
tolerance on Sexual Harassment at workplace. In compliance with the provisions of
Companies Accounts Rules, 2014, as amended, the Internal Complaints Committee is set up to
redress complaints received regarding sexual harassment. All employees including permanent
and contractual, temporary, trainees and other stakeholders are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off
during the Financial Year 2022.
No. of Complaints received |
Nil |
No. of Complaints disposed off |
Nil |
Particulars of Employees
Details required to be disclosed under Section 197 of the Act, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as a statement and given in 'Annexure D'. The information
required under Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is
being sent to the Shareholders excluding the aforesaid information. Any shareholder
interested in obtaining said information, may write to the Company Secretary at the
Registered Office of the Company. Also, the said information is open for inspection at the
Registered Office of the Company.
Compliance Certificate
Compliance Certificate pursuant to Regulation 17(8) of the Listing
Regulations, is given in 'Annexure E' to this Report.
Deposits
Company has not accepted any deposits and does not have any unclaimed
deposits from public / Members under Sections 73 and 74 of the Act, read with Companies
(Acceptance of Deposits) Rules, 2014 during the year.
Transfer of Equity Shares to IEPF Demat Account
During the year under review, pursuant to Section 124 (6) of Act, and
the Rules & Circulars notified thereunder, 2541 shares on which dividend was
unclaimed/unpaid for seven years have been transferred to a demat account of the Investor
Education and Protection Fund (IEPF) Authority.
Except transfer of unclaimed /unpaid dividend of Rs. 2,52,041/- there
were no transfers to IEPF Authority during the year under review.
General
Your Directors state that no disclosure or reporting is required in
respect of following items as either there were no transactions on these items, or these
items are not applicable to the Company during the year under review.
1. No material changes or commitments, affecting the financial position
of the Company occurred between the end the financial year of the Company i.e. 31 December
2022 and the date of this Report.
2. No significant and material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
3. There were no frauds reported by Auditors as per Sections 134 (3)
(c) and 143 (12) of the Act. Acknowledgements
The Board wishes to place on record its appreciation to all employees,
shareholders and other stakeholders for the excellent support and their continued
contribution to the performance of the Company.
|
For and on behalf of the Board |
|
Mumbai |
Suresh Talwar |
Srikumar Ramakrishnan |
21 February 2023 |
Director |
Managing Director |
Regd. Office: 147, Mumbai -Pune Road, |
|
|
Pimpri, Pune 411018 |
|
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