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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 '14    « Dec 13
Dear Members,
 
 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
                                              31.12.2014     31.12.2013
 
 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
 
 Appropriations:
 
 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
 
                                                7,471.55       9,786.02
 
 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
 
 Performance
 
 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
 
 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.
 
 Dividend
 
 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.
 
 Directors
 
 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
 http://www.elantas.com/beck-india.
 
 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.
 
 Board Evaluation
 
 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 &
 Remuneration Committees.
 
 Remuneration Policy
 
 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.
 
 Corporate Governance
 
 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
 http://www.elantas.com/beck-india.
 
 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.
 Ravindra Kumar.
 
 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.
 
 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 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
 2014.
 
 Auditors
 
 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,
 1956.
 
 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.
 
 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.
 
 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.
 
 Industrial Relations
 
 During the year under review, industrial relations continued to remain
 cordial.
 
 Acknowledgments
 
 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
 revised.
 
                                       For and on behalf of the Board
 
 Mumbai                                Suresh Talwar   Ravindra Kumar
 24 February 2015                      Director        Managing Director
Source : Dion Global Solutions Limited
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