The Directors have pleasure in presenting the Sixtieth Annual Report
and the Audited Accounts for the financial year ended 31 December 2015.
Financial Highlights (Rs, in lacs)
Year ended Year ended
Income from operations 34,976.89 34,992.44
Profit before Interest,
Depreciation & Tax 6,786.53 5,062.87
Depreciation 594.43 542.17
Interest 18.79 23.98
Profit Before Tax 6,173.31 4,496.72
Provision for tax 1,997.75 1,336.09
Net Profit 4,175.56 3,160.63
Profit & Loss Account
brought forward 6,727.41 4,310.92
for appropriation 10,902.97 7,471.55
Proposed dividend 396.38 356.75
Tax on Dividend distributed 80.69 71.33
Transfer to General
Reserve 417.56 316.06
Carried to Profit
& Loss Account 10,008.34 6,727.41
Earnings Per Share
of Rs.10/- each.
Basic and diluted EPS
items (not annualized): Rs. 52.67 39.87
Basic and diluted EPS after
(not annualized): Rs. 52.67 39.87
The sales at Rs. 34,299.60 lacs for the year ended 31 December 2015
registered 1 % growth over the sales ofRs, 34,008.15 lacs achieved in the
previous year ended 31 December 2014. In terms of sales quantity, the
tonnage sold during the year ended 31 December 2015 increased by 5 %
over the previous year. The profit before tax, showed marginal increase
of X 1,676.59 lacs over the profit before tax posted last year.
The Profit before Tax and Profit after Tax were Rs, 6,173.31 lacs and Rs,
4,175.56 lacs respectively.
Share Capital Audit as per the directives of the Securities and
Exchange Board of India 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 2015, there was
no change in the issued and subscribed capital of the Company, the
outstanding capital as on 31 December 2015 was Rs, 792.77 lacs comprising
of 79.28 lacs shares of Rs,10/- each.
The Directors are pleased to recommend a dividend of Rs, 5.00 per equity
share of Rs, 10/- each, for the year ended 31 December 2015.
Directors and Key Managerial Personnel
Dr. Matthias Wolfgruber, Chairman retired at the end of the year 2015
as CEO of ALTANA AG, Company''s ultimate holding Company. Consequently,
he resigned as Chairman of the Company with effect from 31 December,
2015. The Directors place on record their deep appreciation towards the
visionary contribution of Dr. Matthias Wolfgruber, during his tenure as
the Chairman of the Company, which immensely helped the Company in
delivering profitable performance all these years.
ALTANA AG management decided to appoint Mr. Martin Babilas as the new
CEO of the group with effect from 1 January, 2016 in place of Dr.
Wolfgruber. The Board of Directors of the Company in its meeting held
on 28 October, 2015 noted these developments. Accordingly, it was
proposed to appoint Mr. Babilas as Chairman of the Company effective 1
January 2016 by the Board.
As a part of this transition, Mr. Stefan Genten was appointed as Chief
Financial Officer of ALTANA AG and accordingly, Mr. Genten was also
appointed as Additional Director on the Board of the Company effective
1 January 2016. Mr. Genten will hold the office upto the date of the
ensuing Annual General Meeting and thereafter his appointment will be
subject to retirement by rotation.
Dr. Guido Forstbach, Director, being tied up with his other assignments
pertaining to ALTANA AG, the Board in its meeting held on 28 October,
2015, with the consent of Dr. Forstbach appointed Mr. Milind Talathi,
Director-Manufacturing, as his alternate Director for attending the
meetings of the Board during his absence.
Further to said appointment, Mr. Milind Talathi was appointed as
Occupier for the plants of the Company located at Pimpri
The Board of Directors in its meeting held on 23 February, 2016, has
resolved to renew the contract of appointment of Mr. Ravindra Kumar as
Managing Director of the Company for a further period of five years
from 1 January 2017 which will be subject to approval of the Members at
the ensuing Annual General Meeting. In the said Board meeting, the
Board also resolved to appoint Mr. Milind Talathi as Whole Time
Director subject to the approval of the Members in the ensuing Annual
General Meeting of the Company.
Mr. Martin Babilas, Chairman and Non-Executive Director, retires by
rotation at the ensuing Annual General Meeting pursuant to the
provisions of Section 152 of the Companies Act, 2013 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 reappointment.
At the last Annual General Meeting held on 6 May 2015, the members had
appointed Mr. Suresh Talwar and Mrs. Kishori Udeshi as Independent
Directors under the Companies Act, 2013 each for a term of 5 years with
effect from 6 May 2015. All Independent Directors have given
Declaration that they meet criteria for independence as laid down under
Section 149 (6) of the Companies Act, 2013.
No Key Managerial Personnel resigned during the year under review.
Separate meeting of Independent Directors
The Independent Directors were fully kept informed of the Company''s
activities in all its spheres. During the year under review, a separate
meeting of Independent Directors was held on 24 February 2015 and the
Independent Directors reviewed the performance of (i) non- Independent
Directors and (ii) the board as a whole.
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 Board to effectively and reasonably perform their
duties. All the Independent Directors were present at the meeting.
Nomination and Remuneration Policy
The Nomination and Remuneration Committee of Directors 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
shareholders and the Company.
In accordance with the requirements under Section 178 of the Act 2013,
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) and (iii) Senior Management
Personnel of the Company. The same was approved by the Board at its
meeting held on 29 July 2014.
The process of appointing a director / KMPs/ Senior Management
Personnel is, that when a vacancy arises, or is expected, the Committee
will identify, ascertain the integrity, qualification, appropriate
expertise and experience, having regard to the skills that the
candidate will bring to the board / company, and the balance of skills
added to that of which the existing members hold. The Committee will
review the profile of persons and the most suitable person is
recommended for appointment by the board. The Committee has discretion
to decide whether qualification, expertise and experience possessed by
a person are sufficient / satisfactory for the concerned position. The
Committee will ensure that any person(s) who is / are appointed or
continues in the employment of the Company as its Director or Key
Managerial Person shall comply with the conditions as laid out under
the Companies Act 2013 and Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
The Remuneration Policy is stated in the Corporate Governance Report.
The Policy is also available on the website of Company i.e.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the then Listing Agreement, the Board during the Year 2015 has carried
out an annual performance evaluation of its own performance, the
Directors individually, as well as the evaluation of the working of its
Audit, Nomination & Remuneration Committee for the Year 2014. The
evaluation has been carried out on the basis of criteria defined by the
Nomination and Remuneration Committee in its meeting held on 29 July
2014. Independent Directors in their separate meeting held on 24
February 2015 reviewed and evaluated performance of the Board
Number of Meetings held
During the year 2015, four Board Meetings and four Audit Committee
Meetings were convened and held. Details of the same are given in the
Corporate Governance Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Prajot Tungare &
Associates, Practicing Company Secretaries, to undertake Secretarial
Audit of the Company. The Secretarial Audit Report issued by them is
annexed to this Reportas''AnnexureA''.
The Secretarial Audit Report carries the following 2 observations:
1. There were few instances of delay in issuing duplicate share
certificates beyond the prescribed period;
2. Compliance Report on Corporate Governance forthe quarter ending on
30 June 2015 was filed after the due date;
Justification for first observation - The delay in issue of duplicate
Share Certificate has occurred due to administrative delay at R&T
Agent''s end. The Company has taken note of the same & will ensure due
compliance of this requirement in future.
Justification for second observation-There has been a delay of only one
day due to the technical issue in the system.
Related Party Transactions
All Related Party Transactions (RPT) entered into by the Company during
the year under review were at arms'' length basis and 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 of the Company at large.
All RPTare placed before the Audit Committee for its 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 Clause 49 of then Listing Agreement, Audit Committee in
its meeting held on 24 February 2015 had granted omnibus approval for
the proposed Related Party Transactions to be entered into during the
year 2015.Since there are no material Related Party Transactions and
also all the transactions with related parties are at arm''s length and
are in the ordinary course of business, no transactions need to be
reported in AOC- 2.
The Board of Directors of the Company, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its related parties, in compliance with the applicable
provisions of the Companies Act, 2013 and the Listing Regulations 2015.
The Policy as approved by the Board is uploaded and can be viewed on
the Company''s website http://www.elantas.com/beck-india.
None of the Directors has any pecuniary relationships or transactions
via-a-vis the Company.
Details of Loans, Guarantees and Investments
The Company has not entered into any transaction relating to Loan,
Guarantee or Investments which attracts the provisions of Section 186
of the Companies Act, 2013.
Report on Corporate Governance and the Auditors'' Certificate thereon,
as stipulated under Listing Regulations, 2015, is given separately in
this Annual 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 Companies Act, 2013 and Regulation 4 (2)(d)(iv) of the
Listing Regulations, 2015.
The policy of such mechanism has been circulated to all employees
within the Company, which provides a framework to the employees for
guided & proper utilization of the mechanism. The Whistle Blower Policy
has been published on the Company''s website
Corporate Social Responsibility (CSR)
The Company is fully conscious about its changing responsibilities
towards the society and has in fact undertaken many Corporate Social
Responsibility initiatives in the Year 2015 in a systematic and
structured manner. It has mainly focused on activities falling under
''educational development'' and ''Swachh Bharat Mission''. Particularly the
projects that are undertaken under ''Swachh Bharat Mission'' are of large
magnitude and will span from months to years. The Company has
undertaken these projects by partnering with reputed Pune based NGO''s
which are famous for their contribution. Company has funded and
supported them at various intervals during the implementation of these
projects. Also, the Company officials are very strictly monitoring the
project implementation through frequent site visits, meeting officials,
checking records etc.
The CSR Policy Statement and Report on the activities undertaken during
the year including reasons for lesser spending is annexed to the
Board''s Report in ''Annexure B''
Risk Management Policy
The Board has established a Risk Management Committee which formalizes
the Company''s approach to overview and manage material business risks.
The Company has its own Risk Management Manual and Risk Management
Policy to identify, assess, monitor and manage key risks across the
Company''s business units. Risks and effectiveness of their management
are internally reviewed and reported regularly to the Board. The
management has reported to the board that the Company''s risk management
and internal compliance and control systems are operating efficiently
and effectively in all material respects. The board is satisfied that
there are adequate systems and procedures in place to identify, assess,
monitor and manage risks.
Internal Financial Controls and its adequacy
The Company has an established internal financial control framework
including internal controls over financial reporting, operating
controls and anti-corruption framework. The framework is reviewed
regularly by the management and tested by internal audit team 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. Therefore separate Section for
Report on the performance and Financial position of Subsidiaries,
Associates and Joint Venture Companies is not required.
Extract of Annual Return
The details forming part of Annual Return in Form MGT-9 in accordance
with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014 are set out herewith as
Listing on Bombay Stock Exchange
The Company''s shares are listed on BSE Ltd.
In terms of Section 134 (3)(c) of the Companies Act, 2013, the
Directors hereby state that:
a) in the preparation of Annual Accounts for the Year ended 31 December
2015, the applicable accounting standards and Schedule III of the
Companies Act, have been followed along with proper explanation
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 at 31 December 2015 and of the profit of the Company for
the year ended 31 December, 2015.
c) the proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, 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 proper Internal Financial Controls in place and they
are adequate and were operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate
and operating effectively.
Pursuant to Section 148 of the Companies Act, 2013, read with the
Companies (Cost Records & Audit) Amendment Rules 2014, 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 2015 on a
remuneration to be fixed by the Members, in the forthcoming Annual
General Meeting. Accordingly, a resolution for payment of remuneration
to Dhananjay V Joshi & Associates, Cost Accountants, is included in the
Notice convening the Annual General Meeting.
The Cost Audit Report for the financial year ended 31 December 2014
which was due for filing on 29 June 2015, was filed with MCAon5June
Consequent to the present Auditors, BSR & Co. L.L.P. expressing their
desire of not to be reappointed, it is proposed to appoint Ms. Price
Waterhouse, Chartered Accountants L.L.P. (PWC) as Statutory Auditors of
the Company for the financial year 2016, on a remuneration to be
mutually decided between the Board of the Company and the Auditors. PWC
have expressed their willingness to get appointed as statutory auditors
of the Company vide their letter addressed to the Company. They have
also declared their eligibility pursuant to the provisions of Section
139 of the Companies Act, 2013, to act as statutory auditors of the
Company. The Company has received their letter addressed in this
The said appointment of PWC in place of BSR & Co. L.L.P. is recommended
by the Audit Committee and the Board and shall be subject to the
approval of shareholders in the ensuing Annual General Meeting.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
Information as required by Section 134(3) (m) of the Companies Act,
2013 relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings & Outgo, is given in Annexure D to this report.
The Company has taken the initiative of going green and minimizing the
impact on the environment. The Company has been circulating the copy of
its Annual Report and other shareholders'' communication, if any, in
electronic format to all those Members whose email address is available
with the Company. The Company would also encourage other Members to
register themselves for receiving Annual Report and other communication
in electronic form. Members are requested to refer the contact details
and ways to register the email address given under the heading ''Request
to the Members'' in the Notice of the Annual General Meeting.
Disclosure underthe Sexual Harassment ofWomen at Workplace (Prevention,
Prohibition, Redressal) Act, 2013
The Company has in place Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, Redressal) Act, 2013. The internal committee
is set up to redress complaints received regarding sexual harassment.
All employees are covered under this Policy. The following is the
summary of sexual harassment complaints received and disposed off
during the Financial Year 2015.
No. of Complaints received Nil
No. of Complaints disposed of N.A.
Particulars of Employees
Details of employees receiving the remuneration in excess of the limits
prescribed under Section 197 of the Act, 2013, read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as a statementand given in ''Annexure E''.
Compliance Certificate pursuant to Regulation 17 (8) of the Listing
Regulations 2015 is given in Annexure F to this report.
Company has not accepted any deposits from public/ members under
Section 73 of the Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014 during the year.
During the year under review, industrial relations continued to remain
cordial. Discussions and negotiations have commenced for reaching
amicable settlement with Company''s workmen at Pimpri and Ankleshwar.
These wage settlements which are for a three year period from 1 January
2016 to 31 December 2018 will be concluded separately for the two sites
on the basis of ''Region cum Industry'' principle.
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, if any, affecting the financial
position of the Company occurred between the end the financial year of
the Company i.e. 31 December 2015 and the date of this report.
2. No Company has become or ceased to be Subsidiary, Associate, Joint
Venture of the Company during the year under review.
3. 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.
The Board wishes to place on record its appreciation to all employees
for their continued contribution to the performance of the Company. The
Board would also like to register its sincere appreciation to the
contribution made by its Members.
For and on behalf of the Board
Mumbai Suresh Talwar Ravindra Kumar
23 February 2016 Director Managing Director