Elantas Beck India Ltd.
|BSE: 500123||Sector: Industrials|
|NSE: DRBECK||ISIN Code: INE280B01018|
|BSE 00:00 | 22 Sep||3692.25||
|NSE 05:30 | 01 Jan||Elantas Beck India Ltd|
|Mkt Cap.(Rs cr)||2,928|
|Mkt Cap.(Rs cr)||2927.95|
Elantas Beck India Ltd. (DRBECK) - Director Report
Company director report
To the Members
of ELANTAS Beck India Ltd.
Your Directors have pleasure in presenting the Company's SixtyFifth Annual Report and the Audited Financial Statements for the financial year ended 31December 2020.
(Currency : Rs. in lakhs)
The Company posted a turnover of Rs. 38067.28 Lakhs for the year ended31 December 2020 against the turnover of Rs. 39255.00 Lakhs achieved in the previous yearended 31 December 2019. In terms of sales quantity the tonnage sold during the year ended31 December 2020 increased by 1.17% over the previous year. The profit before tax stood atRs. 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 afterTax were Rs. 7997.69 Lakhs and Rs.6152.75 Lakhs respectively.
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. TheShare Capital Audit Reports are duly forwarded to BSE Ltd. where the equity shares of theCompany are listed. During the year ended 31 December 2020 there was no change in theissued and subscribed capital of the Company the outstanding capital as on 31 December2020 was Rs.792.77 Lakhs comprising of 79.28 Lakhs shares of Rs.10/- each.
After taking into consideration the capital expenditure on the proposedproject and to conserve the resources for that purpose the Directors are pleased torecommend a dividend of Rs. 5.00/- per equity share of Rs.10/- each subject to thededuction 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 theensuing Annual General Meeting (AGM). The dividend pay-out if approved by the Members inthe ensuing AGM will be Rs. 396.38 Lakhs.
The Company has adopted its Dividend Distribution Policy during theyear under review which is available on the Company's website athttps://www.elantas.com/beck-india/financial-documents/compliance-with-corporate-governance.html.Dividend Distribution Policy is annexed to this Report as 'Annexure G'.
Directors have not recommended transfer of any amount to generalreserves during the year under review.
State of the Company's affairs
Please refer to Management Discussion & Analysis Report which formspart of this Report.
Capital expenditure incurred during the year aggregated to Rs.1161.38Lakhs.
Pursuant to the provisions of Regulation 34 (2) & (3) and 53(f)read with Schedule V to the Listing Regulations Management Discussion and AnalysisReport Report on Corporate Governance Business Responsibility Report and ComplianceCertificate on Corporate Governance form part of this Report presented in separatesection.
During the year under review the Shareholders of the Company throughOrdinary Resolution passed in 64thAGM approved the appointment of Mr. SrikumarRamakrishnan (DIN: 07685069) as a Director and also as a Managing Director of the Companyfor a period of 3 years w.e.f. 01 August 2019 to 31 July 2022.
Dr. Guido Forstbach (DIN: 00427508) retires by rotation at theensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 (TheAct) read with Companies (Appointment and Qualifications of Directors) Rules 2014 andthe Articles of Association of the Company and being eligible has offered himself forreappointment.
The approval of the Members for the appointment of Dr. Guido Forstbachhas been sought in the Notice convening the AGM of your Company.
The term of appointment of Mr. Milind Talathi (DIN: 07321958) as WholeTime Director of the Company expires on 26 February 2021. Pursuant to the recommendationof the Nomination & Remuneration Committee the Board in its Meeting held on 23February 2021 subject to the approval of the Members in the ensuing AGM approvedre-appointment of Mr. Milind Talathi as Whole Time Director of the Company for a furtherperiod of 2 (two) years w.e.f. 27 February 2021. The approval of the Members has beensought for re-appointment of Mr. Milind Talathi as Whole Time Director in the Noticeconvening the 65th AGM of the Company.
Particulars in pursuance of Regulation 36 of Listing Regulations readwith 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 orholding 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 Section149 (6) of the Act and Regulation 25 (8) read with Regulation16(1)(b) of the ListingRegulations.
b. The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Act
In the opinion of the Board the Independent Directors fulfil theconditions specified in the Listing Regulations and are Independent of the Management.
Further there has been no change in the circumstances affecting theirstatus as Independent Directors of the Company.
Statement on Compliance with Code of Conduct for Directors and SeniorManagement
Please refer page 48 of the Report on Corporate Governance annexed tothis Report.
Composition of Key Managerial Personnel (KMP)
Pursuant to provisions of Section 203 of the Act the Company has thefollowing KMPs as on the date of the report:
Separate Meeting of Independent Directors
The Independent Directors are fully kept informed of the Company'sbusiness activities in all areas. A separate Meeting of Independent Directors was held on23 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 forthe year under review.
They also assessed the quality quantity and timeliness of flow ofinformation between the Company's Management and the Board that are necessary for theDirectors to effectively and reasonably perform their duties. Independent Directorsexpressed their satisfaction on the working of the Company Board deliberation andcontribution of the Chairman and other Directors in discharge of their duties. All theIndependent 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 partof this Report.
Nomination and Remuneration Policy
The Nomination & Remuneration Committee reviews the composition ofthe Board to ensure that there is an appropriate mix of abilities experience anddiversity to serve the interests of all Members and the Company.
In accordance with the requirements under Section 178 of the Act theCommittee formulated a Nomination and Remuneration Policy to govern the terms ofnomination /appointment and remuneration of
(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 CorporateGovernance Report. The Policy is available on the website of Company i.e.http://www.elantas.com/beck-india.
Pursuant to the provisions of the Companies Act and ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the performance of Independent Directors and other Directors individually aswell as the evaluation of the working of its Committees for the Year 2020. The evaluationhas been carried out on the basis of criteria defined by the Nomination & RemunerationCommittee in its Meeting dated 29 July 2014.
Based on the evaluation Company expects the Board and the Directors tocontinue to play a constructive and meaningful role in creating value for all thestakeholders 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 thisReport. The intervening gap between any two Meetings was within the period prescribed bythe Act and the Listing Regulations.
Related Party Transactions
All Related Party Transactions (RPT) entered into by the Company duringthe year under review were at arms' length basis and were in the ordinary course ofbusiness. There were no materially significant RPT with Parent Company and itssubsidiaries Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict of interest with the Company at large.
All RPT are placed before the Audit Committee for its review andapproval. Prior omnibus approval of the Audit Committee is obtained for transactions whichare of a foreseen and repetitive nature. Pursuant to the provisions of the ListingRegulations 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 November2019 5 May 2020 28 July 2020 and 3 November 2020 had granted omnibus approval for theproposed RPT to be entered into by the Company during the year 2020. Since there are nomaterial RPT and also all the transactions with related parties are at arm's lengthand are in the ordinary course of business no transactions are required to be reported inForm AOC 2. In compliance with the Indian Accounting Standards (IND AS) 2015 RPTare shown in Note no. 36 of Financial Statements forming part this Report.
The Board of Directors of the Company at its Meeting held on 26February 2019 on the recommendation of the Audit Committee reframed a policy onmateriality to regulate transactions between the Company and its related parties incompliance with the applicable provisions of the Act and Regulation 23 of the ListingRegulations as amended. The Policy as approved by the Board is uploaded and can be viewedon the Company's website http://www.elantas.com/beck-india.
The Non-Executive Directors have no pecuniary relationship ortransaction with the Company other than commission and sitting fees paid to them. Fordetails kindly refer the Corporate Governance Report which forms part of this Report.
Details of Loans Guarantees and Investments
Report on Corporate Governance and the Auditors' Certificatethereon 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 WhistleBlower Policy' within the Company in compliance with the provisions of Section177(10) of the Companies Act 2013 and Regulation 22 of the Listing Regulations.
The policy of such mechanism which has been circulated to all employeeswithin the Company provides a framework to the employees for guided & properutilization of the mechanism. Under the said Policy provisions have been made tosafeguard persons who use this mechanism from victimization. The Policy also providesaccess to the Chairman of the Audit Committee by any other person under certaincircumstances. The Whistle Blower Policy has been uploaded on the Company's websitehttp://www.elantas.com/beck-india.html
Corporate Social Responsibility (CSR)
In the last 6 years Company has been successful in creating an imageof a socially responsible and a vigilant corporate citizen in the minds of the communityat large it serves. There were number of projects and programs undertaken pursued andsustained very well by the Company as part of CSR initiatives.
The Company considers it as its economic and social responsibility tofoster sustainable local development. As a part of such responsibility it has focusedamongst others 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 ofCSR projects through frequent site visits meeting officials checking records etc.
The CSR Policy Statement and Report on the activities undertaken duringthe year is incorporated in Annexure B'.
Business Responsibility Report
Report on Business Responsibility as stipulated under the ListingRegulations and any other applicable law for the time being in force describing theinitiatives taken by the Management from an environmental social and governanceperspective 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 andmitigate various risks to the Company. Company's future growth is linked to generaleconomic conditions prevailing in the market. Management has taken appropriate measuresfor identification of risk elements related to the Industry in which the Company isengaged and is always trying to reduce the impact of such risks. The Board is satisfiedthat there are adequate systems and procedures in place to identify assess monitor andmanage risks including the risks associated with cyber security.
Internal Financial Controls and their adequacy
The Company has an established internal financial control frameworkincluding internal controls over financial reporting operating controls and entity levelcontrols. The framework is reviewed regularly by the Management and tested by the globalinternal audit team and also the Internal Auditors appointed by the Company and presentedto the Audit Committee. Based on the periodical testing the framework is strengthenedfrom 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 VentureCompany as on date of this Report.
As required under Section 92(3) of the Act and the Rules madethereunder and amended from time to time the Annual Return of the Company in prescribedForm MGT-7 is available on the website of the Company athttp://www.elantas.com/beck-india.
Directors' Responsibility Statement
In terms of Section 134 (3)(c) of the Act the Directors hereby statethat:
a) in the preparation of Annual Accounts for the Year ended 31 December2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.
b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give true and fair view of the state of affairs of the Company at 31 December 2020 andof the profit of the Company for the year ended 31 December 2020.
c) the proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 agoing concern' basis.
e) the Company has laid down proper Internal Financial Controls andthey are adequate and are operating effectively.
f) the Directors have devised proper systems and processes to ensurecompliance with the provisions of all applicable laws and such systems and processes areadequate and operating effectively.
Compliance with Secretarial Standards
The Company has ensured compliance with the applicable SecretarialStandards.
a) Internal Auditors
The Internal Auditors Mahajan & Aibara Chartered AccountantsMumbai have conducted internal audits periodically and submitted their reports to theAudit Committee. Their Reports have been reviewed by the Audit Committee from time totime.
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 2017 appointedthem as Statutory Auditors for the remaining period of four years forming part of thefirst 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 tothe approval of the Members in the ensuing AGM approved appointment of Price WaterhouseChartered Accountants LLP Pune as the Auditors of the Company for a second term of fiveyears from the conclusion of the ensuing 65th AGM till the conclusion of the 70th AGM.
Appropriate resolution seeking your approval to the appointment andremuneration of Price Waterhouse Chartered Accountants LLP Pune as the StatutoryAuditors is appearing in the Notice convening the 65th AGM of the Company.
There are no qualifications reservations or adverse remarks ordisclaimer 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 maintainedby the Company as specified by the Central Government.
Pursuant to Section 148(1) of the Act read with the Companies (CostRecords & Audit) Rules 2014 as amended the cost records maintained by the Companyin respect of its products are required to be audited. Your Directors on therecommendation of the Audit Committee appointed Dhananjay V Joshi & Associates CostAccountants to audit the cost records of the Company for the financial year 2020 on aremuneration to be ratified by the Members in the forthcoming AGM. Accordingly aresolution for ratification of payment of remuneration to Dhananjay V. Joshi &Associates Cost Auditors is included in the Notice convening the AGM for approval ofMembers.
The Cost Audit Report for the financial year ended 31 December 2019 wasfiled with the Ministry of Corporate Affairs on 02 June 2020 within the stipulated timemandated in the Companies (Cost Records & Audit) Rules 2014 as amended.
d) Secretarial Auditors
Prajot Tungare & Associates Practicing Company Secretaries Punewere appointed to conduct the Secretarial Audit of the Company for the Financial Year2020 as required under Section 204 of the Act read with rules framed thereunder. TheSecretarial Audit Report for FY 2020 forms part of this Report as AnnexureA'.
There are no qualifications reservations or adverse remarks ordisclaimers made by the Secretarial Auditors in their report.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings & Outgo
Information as required by Section 134(3)(m) of the Act relating toConservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo isgiven 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 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 2020.
Particulars of Employees
Details of employees receiving the remuneration required to bedisclosed under Section 197 of the Act read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are annexed as a statement and givenin Annexure D'.
Compliance Certificate pursuant to Regulation 17(8) of the ListingRegulations is given in Annexure E' to this Report.
Company has not accepted any deposits and does not have any unclaimeddeposits 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 andthe Rules & Circulars notified thereunder 1330 shares on which dividend wasunclaimed/unpaid for seven years have been transferred to a demat account of the InvestorEducation and Protection Fund (IEPF) Authority.
Except transfer of unclaimed /unpaid dividend of Rs. 3999240/- therewere no transfers to IEPF Authority during the year under review.
Your Directors state that :
1. No material changes or commitments affecting the financial positionof the Company occurred between the end the financial year of the Company i.e. 31 December2020 and the date of this Report except the following:
The Covid-19 pandemic has severely disrupted business operations due tonation-wide lockdown and other emergency measures imposed by the Central & StateGovernments. The operations of the Company were impacted due to shutdown of plants andoffices following the nation-wide lockdown. The Company recommenced its operations in linewith the directives from Central & State Governments & local authorities.
2. No significant and material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
3. There were no material frauds reported by Auditors as per Sections134 (3) (c) and 143 (12) of the Act.
The Board wishes to place on record its appreciation to all employeesshareholders and other stakeholders for the excellent support and their continuedcontribution to the performance of the Company.