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EQUITY - MARKET SCREENER

Elantas Beck India Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
500123
INE280B01018
590.4199243
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
DRBECK
42.85
2831.01
EPS(TTM)
Face Value()
Div & Yield %
83.31
10
0.14
 

As on: Jan 20, 2022 01:30 PM

To the Members,

of ELANTAS Beck India Ltd.

Your Directors have pleasure in presenting the Company's Sixty Fifth Annual Report and the Audited Financial Statements for the financial year ended 31 December 2020.

Financial Results

(Currency : Rs. in lakhs)

Year ended 31.12.2020 Year ended 31.12.2019
Revenue from operations 38,313.35 39,406.64
Other income 2,179.43 1,765.62
Total income 40,492.78 41,172.26
Profit before tax 8,021.33 6,378.77
Profit before tax net of Other comprehensive income 7997.69 6,354.34
Income tax expense 1,844.94 1,422.69
Profit for the year 6,152.75 4,931.65
Retained earnings brought forward 30,735.37 26,233.80
Less: Dividend paid 396.38 356.75
Less: Dividend Distribution Tax - 73.33
Retained earnings at the end of the year 36,491.75 30,735.37

Performance

The Company posted a turnover of Rs. 38,067.28 Lakhs for the year ended 31 December 2020 against the turnover of Rs. 39,255.00 Lakhs achieved in the previous year ended 31 December 2019. In terms of sales quantity, the tonnage sold during the year ended 31 December 2020 increased by 1.17% over the previous year. The profit before tax stood at Rs. 8021.33 Lakhs, an increase over the profit before tax posted last year i.e. Rs. 6378.77 Lakhs. The Profit before Tax net of other comprehensive income and Profit after Tax were Rs. 7,997.69 Lakhs and Rs.6,152.75 Lakhs respectively.

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 2020, there was no change in the issued and subscribed capital of the Company, the outstanding capital as on 31 December 2020 was Rs.792.77 Lakhs comprising of 79.28 Lakhs 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 2020 (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 under review, which is available on the Company's website at https://www.elantas.com/beck-india/financial-documents/compliance-with-corporate-governance.html. Dividend Distribution Policy is annexed to this Report as 'Annexure G'.

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 to Management Discussion & Analysis Report which forms part of this Report.

Capital Expenditure

Capital expenditure incurred during the year aggregated to Rs.1,161.38 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 presented in separate section.

Directors

During the year under review, the Shareholders of the Company through Ordinary Resolution passed in 64thAGM approved the appointment of Mr. Srikumar Ramakrishnan (DIN: 07685069) as a Director and also as a Managing Director of the Company for a period of 3 years w.e.f. 01 August 2019 to 31 July 2022.

Dr. Guido Forstbach, (DIN: 00427508), 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 reappointment.

The approval of the Members for the appointment of Dr. Guido Forstbach has been sought in the Notice convening the AGM of your Company.

The term of appointment of Mr. Milind Talathi (DIN: 07321958) as Whole Time Director of the Company expires on 26 February 2021. Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board, in its Meeting held on 23 February 2021, subject to the approval of the Members in the ensuing AGM, approved re-appointment of Mr. Milind Talathi as Whole Time Director of the Company for a further period of 2 (two) years w.e.f. 27 February 2021. The approval of the Members has been sought for re-appointment of Mr. Milind Talathi as Whole Time Director in the Notice convening the 65th AGM of the Company.

Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial Standard-2 on General Meetings relating to Dr. Guido Forstbach and Mr. Milind Talathi 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 Regulation16(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 48 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, 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 23 February 2021 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 discharge of their duties. All the Independent Directors were present at the Meeting.

Composition of Board of Directors, Audit Committee , 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, 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. http://www.elantas.com/beck-india.

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 2020. The evaluation has been carried out on the basis of criteria defined by the Nomination & Remuneration Committee in its Meeting dated 29 July 2014.

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 2020, four 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 Resolutions in its Meetings held on 5 November 2019, 5 May 2020, 28 July 2020 and 3 November 2020 had granted omnibus approval for the proposed RPT to be entered into by the Company during the year 2020. 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 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 parties, 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 http://www.elantas.com/beck-india.

The Non-Executive Directors have no pecuniary relationship or transaction with the Company other than commission and sitting fees paid to them. For details, kindly refer the Corporate Governance Report which forms part of this Report.

Details of Loans, Guarantees and Investments

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 Companies Act, 2013 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 other person under certain circumstances. The Whistle Blower Policy has been uploaded on the Company's website http://www.elantas.com/beck-india.html

Corporate Social Responsibility (CSR)

In the last 6 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, 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 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 http://www.elantas.com/beck-india.

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 2020, the applicable accounting standards 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 2020 and of the profit of the Company for the year ended 31 December 2020.

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.

Auditors

a) Internal Auditors

The Internal Auditors, Mahajan & Aibara, Chartered Accountants, Mumbai have conducted internal audits periodically and submitted 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.

The Board, on the recommendation of the Audit Committee and subject to the approval of the Members in the ensuing AGM approved 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 ensuing 65th AGM till the conclusion of the 70th AGM.

Appropriate resolution seeking your approval to the appointment and remuneration of Price Waterhouse, Chartered Accountants LLP, Pune as the Statutory Auditors is appearing in the Notice convening the 65th AGM of the Company.

There are no qualifications, reservations or adverse remarks or disclaimer made in the audit report for the Financial Year 2020.

c) Cost Auditors

In terms of Section 148 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, 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 2020 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 2019 was filed with the Ministry of Corporate Affairs on 02 June 2020 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 2020, as required under Section 204 of the Act, read with rules framed thereunder. The Secretarial Audit Report for FY 2020 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 Sexual Harassment Policy 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 2020.

No. of Complaints received Nil
No. of Complaints disposed off Nil

Particulars of Employees

Details of employees receiving the remuneration required to be disclosed under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in ‘Annexure D'.

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.

Transfers 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, 1,330 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. 39,99,240/- there were no transfers to IEPF Authority during the year under review.

General

Your Directors state that :

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 2020 and the date of this Report except the following:

The Covid-19 pandemic has severely disrupted business operations due to nation-wide lockdown and other emergency measures imposed by the Central & State Governments. The operations of the Company were impacted due to shutdown of plants and offices following the nation-wide lockdown. The Company recommenced its operations in line with the directives from Central & State Governments & local authorities.

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 material 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
Suresh Talwar Srikumar Ramakrishnan
Director Managing Director
Regd. Office: 147, Mumbai –Pune Road, Place : Mumbai Place : Pune
Pimpri, Pune 411018 Date : February 23, 2021 Date : February 23, 2021