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Elantas Beck India Directors Report, Elantas Beck Reports by Directors
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Elantas Beck India

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Directors Report Year End : Dec '15    « Dec 14
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
                                       31.12.2015       31.12.2014
 
 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 
 
 Profit available 
 for appropriation                      10,902.97         7,471.55
 
 Appropriations:
 
 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
 
                                        10,902.97         7,471.55 
 Earnings Per Share 
 of Rs.10/- each.
  
 Basic and diluted EPS 
 before extra-ordinary 
 items (not annualized): Rs.                52.67            39.87
 
 Basic and diluted EPS after 
 extra-ordinary items 
 (not annualized): Rs.                      52.67            39.87
 
 Performance
 
 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
 
 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.
 
 Dividend
 
 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
 andAnkaleshwar.
 
 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
 Regulations, 2015).
 
 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.
 
 Board Evaluation
 
 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
 fortheYear 2014.
 
 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.
 
 Corporate Governance
 
 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
 http://www.elantas.com/beck-india.
 
 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
 ''Annexure C.
 
 Listing on Bombay Stock Exchange
 
 The Company''s shares are listed on BSE Ltd.
 
 Directors''Responsibility Statement
 
 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.
 
 Cost Audit
 
 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
 2015.
 
 Auditors
 
 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
 regard.
 
 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.
 
 Green Initiative
 
 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
 
 Compliance Certificate pursuant to Regulation 17 (8) of the Listing
 Regulations 2015 is given in Annexure F to this report.
 
 Deposits
 
 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.
 
 Industrial Relations
 
 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.
 
 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, 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.
 
 Acknowledgements
 
 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
Source : Dion Global Solutions Limited
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