The Directors have pleasure in presenting the Fifty-ninth Annual Report
and the Audited Accounts for the financial year ended 31 December 2014.
Financial Highlights (Rs. in lacs)
Year ended Year ended
Income from operations 34,992.44 31,522.68
Profit before Interest, Depreciation & Tax 5,062.87 5,016.25
Depreciation 542.17 538.04
Interest 23.98 17.79
Profit Before Tax 4,496.72 4,460.42
Provision for tax 1,336.09 1,285.31
Net Profit 3,160.63 3,175.11
Profit & Loss Account brought forward 4,310.92 6,610.91
Profit available for appropriation 7,471.55 9,786.02
Proposed dividend 356.75 4,360.23
Tax on Dividend distributed 71.33 797.36
Transfer to General Reserve 316.06 317.51
Carried to Profit & Loss Account 6727.41 4,310.92
Earnings Per Share of Rs.10/- each.
Basic and diluted EPS before extra-ordinary
items(not annualized): Rs. 39.87 40.05
Basic and diluted EPS after
extra-ordinary items (not annualized): Rs. 39.87 40.05
The sales at Rs. 34,008.15 lacs for the year ended 31 December 2014
registered 12.2% growth over the sales of Rs. 30,311.52 lacs for the
previous year ended 31 December 2013. In terms of sales quantity, the
tonnage sold during the year ended 31 December 2014 increased by 8.4%
over the previous year. This, alongwith sales price alignments,
stronger rupee for most part of the year, also softening of input costs
towards end of the year, helped the Company to report better operating
profits. The profit before tax, however showed marginal increase of
Rs. 36.30 lacs over the profit before tax posted last year, mainly on
account of the lower income from investments which were reduced after
the payment of dividends last year.
The Profit before Tax and Profit after Tax were Rs. 4,496.72 lacs and
Rs. 3,160.63 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 2014, there was
no change in the issued and subscribed capital of the Company, the
outstanding capital as on 31 December 2014 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. 4.50 per
equity share of Rs. 10/- each, for the year ended 31 December 2014.
Mr. Sharadkumar Shetye retired from the position of Executive /
Wholetime Director with effect from 27 May 2014. The Directors place on
record their appreciation of the valuable contribution of Mr. Shetye
during his tenure as the Wholetime director of the Company.
Mr. Martin Babilas and Mrs. Kishori Udeshi were appointed as Additional
Directors with effect from 06 May 2014. Both Mr. Babilas and Mrs.
Udeshi hold the office upto the date of the ensuing Annual General
Meeting. The Directors propose the appointment of Mr. Suresh Talwar and
Mrs. Kishori Udeshi as Independent Directors for a period of five years
from the date of approval of the Members in the forthcoming Annual
General Meeting. The Directors also propose the appointment of Mr.
Martin Babilas as a Director, liable to retire by rotation. Dr. Guido
Forstbach is liable to retire by rotation, but being eligible, offers
himself for reappointment.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms
and conditions of appointment of the Independent Directors are
incorporated on the website of the Company at
As per the requirement under the Listing Agreement, particulars of
Directors seeking re-appointment at the ensuing Annual General Meeting
form part of the Notice of the meeting.
None of the Directors is disqualified from being appointed as or
holding office as Directors, as stipulated under Section 274 of the
Companies Act, 1956.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board 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 &
The Board, on recommendation of Nomination & Remuneration Committee,
has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report. The Policy is also available on the
website of Company i.e. http://www.elantas.com/beck-india.
Report on Corporate Governance and the Auditors'' Report thereon, as
stipulated under Clause 49 of the Listing Agreement, is given
separately in this Annual Report.
Whistle Blower Policy
The Company has established a vigil mechanism named as Whistle Blower
Policy within the Company.
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 Committee
The Board has constituted a Corporate Social Responsibility Committee
consisting of two Non-Executive Independent Directors Mr. Ranjal
Laxmana Shenoy & Mrs. Kishori Udeshi and the Managing Director, Mr.
The Committee shall formulate and recommend to the Board, a Corporate
Social Responsibility Policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII of the Companies
Act, 2013, in the current year 2015.
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 Related Party
Transactions 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 RPT are 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.
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 Agreement. 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.
Listing on Bombay Stock Exchange
The Company''s shares are listed on BSE Ltd.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due
inquiry and on the basis of the information received from the operating
management and relying upon the report of the Auditors regarding
compliance with the Accounting Standards, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with appropriate
explanations relating to material departures.
2. The accounting policies have been consistently applied, and
reasonable and prudent judgment and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31 December 2014, and the profit for the year ended on that date.
3. Proper and sufficient care has been taken 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
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
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 at
Item No. 8 of the Notice convening the Annual General Meeting.
The Cost Audit Report for the financial year ended 31 December 2013
which was due for filing on 29 June 2014, was filed with MCA on 27 June
BSR & Co. LLP, Chartered Accountants, Pune, have been appointed as the
Statutory Auditors, by the Members of the Company in its Annual General
Meeting held on 06 May 2014 to hold office upto the conclusion of the
Annual General Meeting to be held in the year 2017. The Board and Audit
Committee recommend ratification of the appointment of Auditors to hold
office from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting of the Company and to fix
their remuneration. The Company has received a letter from retiring
Auditors to the effect that their re-appointment, if carried out, would
be within the prescribed limits under Section 224 of the Companies Act,
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
Information as required by the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, relating to Conservation
of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo, is
given in Annexure A 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.
Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Compliance on Minimum Public Shareholding
In order to be compliant with the SEBI requirement on minimum public
shareholding of 25%, the Promoters, ELANTAS GmbH made in March, 2014 an
''Offer for Sale'' to the public on BSE Ltd., for 269,109 equity shares
of Rs. 10 each, aggregating to 3.39% of the total paid up equity share
capital of the Company, through Stock Exchange mechanism, which met
with success and the shareholding of the Promoters stood reduced from
78.39% to 75%. Thus the Company is compliant with the minimum public
shareholding threshold of 25%, pursuant to the provisions of the
Securities Contract (Regulations) Rules, 1957 as amended, read with
Clause 40 A of the Listing Agreement.
Particulars of Employees
Information to be provided under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, is
given in Annexure B forming part of this report.
During the year under review, industrial relations continued to remain
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.
The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated 4
April 2014 clarified that the Financial Statements and the documents
required to be attached thereto, the Auditors'' and Board Report in
respect of the financial year under reference shall continue to be
governed by the relevant provisions of the Companies Act, 1956,
Schedules and Rules made thereunder. Accordingly, the Financial
Statement and the Auditors'' Report as aforesaid are prepared as per the
requirements of the Companies Act, 1956, and also in compliance with
the disclosure requirements of Clause 49 of the Listing Agreement as
For and on behalf of the Board
Mumbai Suresh Talwar Ravindra Kumar
24 February 2015 Director Managing Director