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Elantas Beck India Ltd.

BSE: 500123 Sector: Industrials
NSE: DRBECK ISIN Code: INE280B01018
BSE 00:00 | 03 Feb 4465.90 33.55
(0.76%)
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NSE 05:30 | 01 Jan Elantas Beck India Ltd
OPEN 4479.85
PREVIOUS CLOSE 4432.35
VOLUME 91
52-Week high 5044.40
52-Week low 3150.00
P/E 43.39
Mkt Cap.(Rs cr) 3,541
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4479.85
CLOSE 4432.35
VOLUME 91
52-Week high 5044.40
52-Week low 3150.00
P/E 43.39
Mkt Cap.(Rs cr) 3,541
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Elantas Beck India Ltd. (DRBECK) - Director Report

Company director report

To the Members

ELANTAS Beck India Ltd.

Your Directors have pleasure in presenting the Company's Sixty Sixth Annual Report andthe Audited Financial Statements for the financial year ended 31 December 2021.

Financial Results:

(Rs. In Lakhs)

Year ended 31.12.2021 Year ended 31.12.2020
Revenue from operations 52213.10 38313.35
Other income 1633.28 2179.43
Total income 53846.38 40492.78
Profit before exceptional items and tax 8223.48 8021.33
Exceptional Items 914.28 -
Profit before tax 9137.76 8021.33
Income tax expense 2449.59 1844.94
Other comprehensive income 16.22 (23.64)
Profit for the year 6704.39 6152.75
Retained earnings brought forward 36491.74 30735.37
Less: Dividend paid 396.38 396.38
Retained earnings at the end of the year 42799.75 36491.74

Performance

The Company posted a turnover of Rs.52066.99 Lakhs for the year ended 31 December 2021against the turnover of Rs. 38067.28 Lakhs achieved in the previous year ended 31December 2020. In terms of sales quantity the tonnage sold during the year ended 31December 2021 increased by 16.45% over the previous year. The profit before exceptionalitems and tax stood at Rs. 8223.48 Lakhs an increase over the profit before tax postedlast year i.e. Rs.8021.33 Lakhs. The Profit before Tax net of other comprehensive incomeand Profit after Tax were Rs.9153.98 Lakhs and Rs. 6704.39 Lakhs respectively.

Share Capital

Share Capital Audit as per the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) isconducted on a quarterly basis by V.R. Associates Practicing Company Secretaries. TheShare Capital Audit Reports are duly forwarded to BSE Ltd. where the equity shares of theCompany are listed. During the year ended 31 December 2021 there was no change in theissued and subscribed capital of the Company the outstanding capital as on 31 December2021 was Rs.79276820 comprising of 7927682 shares of Rs.10/- each.

Dividend

After taking into consideration the capital expenditure on the proposed project and toconserve the resources for that purpose the Directors are pleased to recommend a dividendof Rs. 5.00/- per equity share of Rs.10/- each subject to the deduction of tax asapplicable for the year ended 31 December 2021 (previous year Rs. 5.00/- per equityshare). The dividend is payable subject to Members' approval at the ensuing Annual GeneralMeeting (AGM). The dividend pay-out if approved by the Members in the ensuing AGM willbe Rs. 396.38 Lakhs.

The Company has adopted its Dividend Distribution Policy during the year 2020 which isavailable on the Company's website athttps://www.elantas.com/fileadmin/elantas/companies/elantas beck india/financialdocuments/c ompliance with corporate governance/dividend distribution policy approved on05.05.2020.pdf

Reserves

Directors have not recommended transfer of any amount to general reserves during theyear under review.

State of the Company's affairs:

Please refer Management Discussion & Analysis Report which forms part of thisReport.

Capital Expenditure:

Capital expenditure incurred during the year aggregated to Rs. 1109.98 Lakhs.

Corporate Governance

Pursuant to the provisions of Regulafion 34 (2) & (3) and 53(f) read with ScheduleV to the Lisfing Regulafions Management Discussion and Analysis Report Report onCorporate Governance Business Responsibility Report and Compliance Cerfificate onCorporate Governance form part of this Report.

Directors

During the year under review Members in the 65th AGM approved there-appointment of Mr. Milind Talathi (DIN: 07321958) as Whole Time Director of the Companyfor a further period of 2 (two) years w.e.f. 27 February 2021 by passing SpecialResolufion.

Pursuant to the recommendafion of the Nominafion & Remunerafion Committee theBoard in its Meefing held on 27 July 2021 appointed Mr. Nandkumar Dhekne (DIN 02189370) asAddifional Director in the capacity of an Independent Director for a period of five yearsw.e.f. 27 July 2021 to 26 July 2026 consfitufing the first term.

Members approved appointment of Mr. Nandkumar Dhekne as Director and also as anIndependent Director by passing a Special Resolufion by way of ballot through electronicvofing concluded on 24 September 2021 the result of which was declared on 27 September2021.

Mr. Ranjal L. Shenoy (DIN: 00074761) will be attaining age of 75 years on 16 January2023. Pursuant to the provisions of Regulafion 17(1A) of Lisfing Regulafions it isnecessary to seek Members' approval by way of Special Resolufion for confinuafion of Mr.Ranjal L. Shenoy as Director. Pursuant to the recommendafion of Nominafion &Remunerafion Committee the Board in its Meefing held on 22 February 2022 has subject tothe approval of Members approved confinuafion of appointment of Mr. Ranjal L. Shenoy asIndependent Director.

The approval of the Members for the confinuafion of appointment of Mr. Ranjal L. Shenoyas an Independent Director has been sought in the Nofice convening the AGM of yourCompany.

Pursuant to the recommendafion of the Nominafion and Remunerafion Committee Board inits Meefing held on 22 February 2022 re-appointed Mr. Srikumar Ramakrishnan ( DIN :07685069) as Managing Director for a term of 5 (Five) Years w.e.f. 1 August 2022 to 31July 2027 subject to the approval of Members in ensuing AGM.

The approval of the Members for re-appointment of Mr. Srikumar Ramakrishnan as ManagingDirector has been sought in the Nofice convening the AGM of your Company.

Mr. Marfin Babilas (DIN: 00428631) refires by rotafion at the ensuing AGM pursuant tothe provisions of Secfion 152 of the Companies Act 2013 (The Act) read with Companies(Appointment and Qualificafions of Directors) Rules 2014 and the Arficles of Associafionof the Company and being eligible has offered himself for re-appointment.

The approval of the Members for the re-appointment of Mr. Martin Babilas has beensought in the Notice convening the AGM of your Company.

Particulars in pursuance of Regulation 36 of Listing Regulations read with SecretarialStandard-2 on General Meetings relating to Mr. Martin Babilas Mr. Ranjal L. Shenoy andMr. Srikumar Ramakrishnan are given in the Notice convening the AGM.

None of the Directors is disqualified from being appointed as or holding office asDirector 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 theAct and Regulation 25 (8) read with 16(1)(b) of the Listing Regulations.

b. The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act

And in the opinion of the Board the Independent Directors fulfil the conditionsspecified in the Listing Regulations and are Independent of the Management.

Further there has been no change in the circumstances affecting their status asIndependent Directors of the Company.

Statement on Compliance with Code of Conduct for Directors and Senior Management;

Please refer page 51 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 ason 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 and 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 activitiesin all areas. A separate Meeting of Independent Directors was held on 22 February 2022 inwhich the Independent Directors reviewed the performance of (i) non- IndependentDirectors (ii) the Board as a whole and iii) Chairperson of the Company for the yearunder review.

They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Directors to effectivelyand reasonably perform their duties. Independent Directors expressed their satisfaction onthe working of the Company Board deliberation and contribution of the Chairman and otherDirectors in the growth of the Company. All the Independent Directors were present at theMeeting.

Composition of Audit Committee and 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 toensure that there is an appropriate mix of abilities experience and diversity to servethe interests of all Members and the Company.

In accordance with the requirements under Section 178 of the Act and also as perListing Regulations the Committee formulated a Nomination and Remuneration Policy togovern the terms of nomination /appointment and remuneration of (i) Directors (ii) KeyManagerial Personnel (KMPs) (iii) Senior Management and (iv) other employees of theCompany.

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 hascarried out an annual performance evaluation of its own performance the performance ofIndependent Directors and other Directors individually as well as the evaluation of theworking of its Committees for the Year 2021. The evaluation has been carried out on thebasis of criteria defined by the Nomination & Remuneration Committee in its Meetingdated 29 July 2014 and as amended from time to time.

Based on the evaluation Company expects the Board and the Directors to continue toplay a constructive and meaningful role in creating value for all the stakeholders in theensuing years.

Number of Board Meetings held

During the year 2021 five Board Meetings were convened and held. Details of the sameare given in the Corporate Governance Report which forms part of this Report. Theintervening gap between any two Meetings was within the period prescribed by the Act andthe Listing Regulations.

Related Party Transactions

All Related Party Transactions (RPT) entered into by the Company during the year underreview were at arms' length basis and were in the ordinary course of business. There wereno materially significant RPT with Parent Company and its subsidiaries PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict of interest with the Company at large.

All RPT are placed before the Audit Committee for its review and approval. Prioromnibus approval of the Audit Committee is obtained for transactions which are of aforeseen and repetitive nature. Pursuant to the provisions of the Listing Regulations aswell as the Rule 6A of the Companies (Meetings of Board and its Powers) Rules 2014 AuditCommittee by passing Resolution in its Meeting held on 3 November 2020 had grantedomnibus approval for the proposed RPT to be entered into by the Company during the year2021. Since there are no material RPT and also all the transactions with related partiesare at arm's length and are in the ordinary course of business no transactions arerequired to be reported in Form AOC - 2. In compliance with the Indian AccountingStandards (IND AS) 2015 RPT are shown in Note no. 36 of Financial Statements forming partof this Report.

The Board of Directors of the Company at its Meeting held on 26 February 2019 on therecommendation of the Audit Committee reframed a policy on materiality to regulatetransactions between the Company and its related parties in compliance with theapplicable provisions of the Act and Regulation 23 of the Listing Regulations asamended. The Policy as approved by the Board is uploaded and can be viewed on theCompany's website http://www.elantas.com/beck-india.

The Non-Executive Directors have no pecuniary relationship or transaction with theCompany other than commission and siffing fees paid to them. For details kindly refer theCorporate 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 stipulatedunder 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' withinthe Company in compliance with the provisions of Section 177(10) of the Act and Regulation22 of the Listing Regulations.

The policy of such mechanism which has been circulated to all employees within theCompany provides a framework to the employees for guided & proper utilization of themechanism. Under the said Policy provisions have been made to safeguard persons who usethis mechanism from victimization. The Policy also provides access to the Chairman of theAudit Committee by any person under certain circumstances. The Whistle Blower Policy hasbeen uploaded on the Company's website http://www.elantas.com/beck-india.html

Corporate Social Responsibility (CSR)

In the last 7 years Company has been successful in creating an image of a sociallyresponsible and a vigilant corporate citizen in the minds of the community at large itserves. There were number of projects and programs undertaken pursued and sustained verywell by the Company as part of CSR initiatives.

The Company considers it as its economic and social responsibility to fostersustainable local development. As a part of such responsibility it has focused amongstothers on building of educational infrastructure and helping in mitigation ofenvironmental issues in local areas in which it operates. However due to Covid -19pandemic focus of the Company was shifted to health and safety and accordingly has takennecessary steps by contributing generously to the funds set up by the Central Governmenti.e. Prime Minister's Citizen Assistance and Relief in Emergency Situations Fund and PrimeMinister's National Relief Fund for Covid -19 relief measures.

The Company officials are diligently monitoring the implementation of CSR projectsthrough frequent site visits meeting officials checking records etc.

The CSR Policy Statement and Report on the activities undertaken during the year isincorporated in 'Annexure B'.

Business Responsibility Report

Report on Business Responsibility as stipulated under the Listing Regulations and anyother applicable law for the time being in force describing the initiatives taken by theManagement from an environmental social and governance perspective forms an integralpart of this Report attached as 'Annexure F'.

Risk Management Policy

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to the Company. Company's future growth is linked to general economic conditionsprevailing in the market.

Management has taken appropriate measures for identification of risk elements relatedto the Industry in which the Company is engaged and is always trying to reduce the impactof such risks. The Board in its Meeting held on 02 November 2021 adopted revised RiskManagement Policy which is available on the Website of the Company i.e.http://www.elantas.com/beck-india. The Board is satisfied that there are adequate systemsand procedures in place to identify assess monitor and manage risks including the risksassociated with cyber security.

Internal Financial Controls and their adequacy

The Company has an established internal financial control framework including internalcontrols over financial reporting operating controls and entity level controls. Theframework is reviewed regularly by the Management and tested by the global internal auditteam and also the Internal Auditors appointed by the Company and presented to the AuditCommittee. Based on the periodical testing the framework is strengthened from time totime 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 ondate of this Report.

Annual Return

As required under Section 92(3) of the Act and the Rules made thereunder and amendedfrom time to time the Annual Return of the Company in prescribed Form MGT-7 is availableon 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 2021 theapplicable accounting standards have been followed along with proper explanations relatingto material departures if any.

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at 31 December 2021 and of the profit ofthe Company for the year ended 31 December 2021.

c) the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 adequateand are operating effectively.

f) the Directors have devised proper systems and processes to ensure compliance withthe provisions of all applicable laws and such systems and processes are adequate andoperating effectively.

Compliance with Secretarial Standards

The Company has ensured compliance with the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India.

Auditors

a) Internal Auditors

The Internal Auditors Mahajan & Aibara Chartered Accountants Mumbai conductinternal audits periodically and submit their reports to the Audit Committee. TheirReports 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 PriceWaterhouse Chartered Accountants LLP Pune as Statutory Auditors of the Company for thefinancial year 2016. Further the Members in the 61st AGM held on 10 May 2017appointed them as Statutory Auditors for the remaining period of four years forming partof the first term of five years i.e. up to the conclusion of AGM for the year 2020.

During the year under review in the 65th Annual General Meeting held on 4May 2021 Members passed Resolufion approving appointment of Price Waterhouse CharteredAccountants LLP Pune as the Auditors of the Company for a second term of five years fromthe conclusion of the 65th AGM fill the conclusion of the 70th AGM.

There are no qualificafions reservafions or adverse remarks or disclaimer made in theaudit report for the Financial Year 2021.

c) Cost Auditors

In terms of Secfion 148 of the Act read with Rule 8 of the Companies (Accounts) Rules2014 as amended it is stated that the cost accounts and records are made and maintainedby the Company as specified by the Central Government.

Pursuant to Secfion 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 ofits products are required to be audited. Your Directors on the recommendafion of theAudit Committee appointed Dhananjay V Joshi & Associates Cost Accountants to auditthe cost records of the Company for the financial year 2021 on a remunerafion to berafified by the Members in the forthcoming AGM. Accordingly a Resolufion forrafificafion of payment of remunerafion to Dhananjay V. Joshi & Associates CostAuditors is included in the Nofice convening the AGM for approval of Members.

The Cost Audit Report for the financial year ended 31 December 2020 was filed with theMinistry of Corporate Affairs on 31 May 2021 i.e. within the sfipulated fime mandated inthe Companies (Cost Records & Audit) Rules 2014 as amended.

d) Secretarial Auditors

Prajot Tungare & Associates Pracficing Company Secretaries Pune were appointed toconduct the Secretarial Audit of the Company for the Financial Year 2021 as requiredunder Secfion 204 of the Act read with rules framed thereunder. The Secretarial AuditReport for FY 2021 forms part of this Report as 'Annexure A'.

There are no qualificafions reservafions or adverse remarks or disclaimers made by theSecretarial 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 ofEnergy Technology Absorption Foreign Exchange Earnings & Outgo is given in 'AnnexureC' to this report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention ProhibitionRedressal) Act 2013

The Company has in place Policy for prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention ProhibitionRedressal) Act 2013 and the Rules made thereunder. The Company has zero tolerance onSexual Harassment at workplace. In compliance with the provisions of Companies AccountsRules 2014 as amended the Internal Complaints Committee is set up to redress complaintsreceived regarding sexual harassment. All employees including permanent and contractualtemporary trainees and other stakeholders are covered under this policy. The following isthe summary of sexual harassment complaints received and disposed off during the FinancialYear 2021.

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

Particulars of Employees

Details required to be disclosed under Section 197 of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed as a statement and given in 'Annexure D'. The information required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Howeverpursuant to first proviso to Section 136(1) of the Act this Report is being sent to theShareholders excluding the aforesaid information. Any shareholder interested in obtainingsaid information may write to the Company Secretary at the Registered Office of theCompany . Also the said information is open for inspection at the Registered Office ofthe Company.

Compliance Certificate

Compliance Certificate pursuant to Regulation 17(8) of the Listing Regulations isgiven in 'Annexure E' to this Report.

Deposits

Company has not accepted any deposits and does not have any unclaimed deposits frompublic / Members under Sections 73 and 74 of the Act read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

Transfer 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 2829 shares on which dividend was unclaimed/unpaid forseven years have been transferred to a demat account of the Investor Education andProtection Fund (IEPF) Authority.

Except transfer of unclaimed /unpaid dividend of Rs. 2731630/- there were notransfers to IEPF Authority during the year under review.

General

Your Directors state that no disclosure or reporting is required in respect offollowing items as either there were no transactions on these items or these items arenot applicable to the Company during the year under review.

1. No material changes or commitments affecting the financial position of the Companyoccurred between the end the financial year of the Company i.e. 31 December 2021 and thedate of this Report.

2. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operafions in future.

3. There were no frauds reported by Auditors as per Secfions 134 (3) (c) and 143 (12)of the Act.

Acknowledgements

The Board wishes to place on record its appreciafion to all employees shareholders andother stakeholders for the excellent support and their confinued contribufion to theperformance of the Company.

For and on behalf of the Board
Mumbai Suresh Talwar Srikumar Ramakrishnan
22 February 2022 Director Managing Director
Regd. Office: 147 Mumbai -Pune Road
Pimpri Pune 411018

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