The Board of Directors ("Board") of your Company is pleased to present the Sixty Ninth Annual Report of
ELANTAS Beck India Limited ("Company) and the Audited Financial Statements for the financial year
ended 31st December, 2024 ("year under review" or "year" or "FY24").
Financial Results:
Your Company's financial performance for the financial year ended 31st December,2024 is summarized
below' (Amt. ' in Lakhs)
|
Particulars
|
For the year ended on
|
For the year ended on
|
| |
31st December,2024
|
31st December,2023
|
|
Revenue from operations
|
74,851.31
|
67,989.00
|
|
Other income
|
5,477.08
|
5,295.34
|
|
Total income
|
80,328.39
|
73,284.34
|
|
Profit before exceptional items and tax
|
18,345.03
|
18,362.24
|
|
Exceptional Items
|
-
|
-
|
|
Profit before tax
|
18,345.03
|
18,362.24
|
|
Income tax expense
|
4,388.59
|
4,632.71
|
|
Other Comprehensive Income
|
(47.53)
|
6.24
|
|
Profit for the year (including Comprehensive Income)
|
13,908.91
|
13,735.77
|
|
Retained earnings brought forward
|
65,531.88
|
52,192.49
|
|
Less: Dividend paid during the year
|
396.38
|
396.38
|
|
Retained earnings at the end of the year
|
79,044.41
|
65,531.88
|
Performance
Your Company's revenue from operafions posted a growth of 10.09%, amounfing to '74,851.31 Lakhs
for the year ended 31st December, 2024, as compared to '67,989 Lakhs in the previous year. In terms of
sales quanfity, there was an increase of 10.74% as compared to previous year. The profit before tax
stood at '18,345.03 Lakhs, compared to the previous year of '18,362.24 Lakhs. Similarly, the profit
after tax for the year ended 31st December, 2024, (including Comprehensive Income) stood at
'13,908.91 Lakhs, reflecfing a growth of 1.26% as compared to '13,735.77 Lakhs in the previous year.
Your Company's performance has been discussed in detail in the 'Management Discussion and Analysis
Report'.
Key Business Developments
• During the year under review, as a part of your Company's future expansion plans and new
projects and based on in-principle approval received from Board of Directors at its meeting held
on 7th May 2024, your Company executed a "Deed of Conveyance" for the purchase of 30 acres
of vacant and unutilized land, located at Payal Industrial Park, Village: Pakhajan, Taluka: Vagra,
District: Bharuch, Gujarat, for a total considerafion of ^ 5,658 Lakhs (inclusive of stamp duty and
charges). The funding for the said purchase has been sourced from the Company's internal
accruals. Your Company is in process of establishing a new manufacturing facility in Taluka -
Vagra, Dist. Bharuch, Gujarat and aimed at synergizing, expanding, and realigning the
Company's manufacturing operafions in preparafion for growth opportunifies within India.
• During the year under review, the Board of Directors at its meeting held 06th August, 2024,
approved the acquisition of assets related to the Resin and tapes product business from Von Roll
(India) Private Limited, at a consideration of ^ 5,346 Lakhs plus applicable taxes. Your Company
executed an Asset Purchase Agreement and other definitive agreements, including a short-term
contract manufacturing arrangement with Von Roll (India) Private Limited. This acquisition
enabled your Company more tailored solutions and enhanced technology offerings in the resin
and tapes product business sector resulted in a higher contribution from the Electrical
Insulation Business.
Awards and Recognition
During the year under review, your Company has achieved significant recognition in 2024, reflecting its
commitment to safety and environmental excellence:
• Your Company has received the 'Best Safety Initiative for Worker's Safety Award' in the
corporate category at the Fourth Edition of the Safe Tech Awards 2024. This prestigious award
acknowledges your Company's unwavering commitment to upholding the highest standards of
safety for the workforce. It reinforces the continuous efforts to create and maintain a safe
working environment for all employees.
• Your Company's Ankleshwar plant has been awarded the "Platinum Award towards
Environment Excellence" within the Specialty Chemicals Industries category at the FAME
National Award 2024. This recognition highlights your Company's dedication to sustainable
practices and environmental stewardship.
Share Capital
During the year ended 31st December, 2024, there was no change in the issued, subscribed and paid-up
share capital of your Company, the outstanding capital as on 31st December,2024 was '79,276,820
comprising of 7,927,682 equity shares of '10/- each.
Dividend
The Board of Directors has recommended a dividend of '7.50/- per equity share of '10/- each, subject
to the deduction of tax as applicable, for the year ended 31st December, 2024 (previous year '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
'594.58 Lakhs.
The Board of Directors of your Company has approved and adopted the Dividend Distribution Policy in
line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Dividend Distribution
Policy of your Company can be accessed using the following link:
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/Dividend Distribution Policy.pdf
Transfer to Reserves
The Board of Directors does not propose to transfer of any amount to general reserves during the year
under review.
State of your Company's affairs & Management discussion and analysis
During the year under review there is no change in the nature of the business of your Company. The
Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed
and forms an integral part of this report.
Capital Expenditure
Capital expenditure incurred during the year ended 31st December, 2024 aggregated to '14,514.10
Lakhs.
Corporate Governance and Statutory Reports
Pursuant to the provisions of Regulation 34 (2) & (3), read with Schedule V to the SEBI Listing
Regulations, Management Discussion and Analysis Report, Report on Corporate Governance, Business
Responsibility and Sustainability Report and Auditor's Certificate regarding compliance of conditions of
Corporate Governance are annexed and form integral part of this Report.
Revision in financial statements
There has been no revision in the financial statements of your Company during the financial year 2024.
Directors and Key Managerial Personnel (KMPs)
The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and
Independent Directors.
The Board has identified core skills, expertise and competencies of the Directors in the context of the
Company's business for effective functioning and how the current Board of Directors are fulfilling the
required skills and competencies. This is detailed at length in the Corporate Governance Report.
Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details relating to Directors &
KMPs who were appointed / re-appointed or resigned / retired are reported as under:
• Completion of term of Mr. Ranjal L. Shenoy (DIN:00074761), Non-Executive
Independent Director
During the year under review, Mr. Ranjal L Shenoy (DIN:00074761) had completed his
second term of 5 (five) consecutive years as an Independent Director of the Company on
the close of business hours of 31st March, 2024. Accordingly, he ceased to be a Director
of your Company and Chairman/member of various Board Committee(s) on the close of
Business hours on 31st March, 2024. The Board placed on record their appreciation for
the valuable contribution made by Mr. Ranjal L Shenoy over a decade towards growth
trajectory and transition of your Company during his tenure.
• Director(s) retired by rotation and re-appointment
During the financial year 2024, at the Sixty Eighth (68th) Annual General Meeting held on
07th May, 2024 Mr. Ravindra Kumar (DIN: 06755402), was re-appointed as Non-Executive
& Non- Independent Director liable to retire by rotation.
• Step down of Mr. Srikumar Ramakrishnan, Managing Director (KMP)
Mr. Srikumar Ramakrishnan (DIN: 07685069) stepped down as Managing Director and
KMP with effect from the close of business hours of 31st January, 2025 as he moved to
another leadership position overseas within the ALTANA group. Accordingly, he ceased
to be a Director of your Company and member of various Board Committee(s) with effect
from the close of business hours of 31st January, 2025. The Board placed on record their
appreciation for the valuable contribution towards growth trajectory of your Company
during his tenure.
• Appointment of Mr. Anurag Roy as an Additional Director and Managing Director
(KMP)
The Board of Directors at its meeting held on 29th January, 2025, based on the
recommendation of Nomination and Remuneration Committee and subject to approval
of the Members of the Company, approved the appointment of Mr. Anurag Roy (DIN:
07444595) as an Additional Director and Managing Director of the Company and KMP
under the Companies Act, 2013, for a term from 01st February, 2025 to 31st December,
2027 (both days inclusive). The resolutions relating to the said appointment is proposed
to be passed by the Members of the Company by way of postal ballot by voting through
electronic means only ('remote e-voting') as per the circulars issued by the Ministry of
Corporate Affairs ("MCA") and Securities Exchange Board of India.
• Appointment of Mr. Ashutosh Kulkarni as Head-Legal and Company Secretary
Mr. Ashutosh Kulkarni who was appointed as Head-Legal earlier, appointed and
re-designated as Head-Legal, Company Secretary and Key Managerial Personnel of the
Company w.e.f. 20th February, 2024 in accordance with the provisions of Section 203 of
the Companies Act, 2013 ("the Act") read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Mr. Martin Babilas, (DIN: 00428631), retires by rotation at the ensuing AGM pursuant to
the provisions of Section 152 the Act, read with Companies (Appointment and
Qualifications of Directors) Rules, 2014 and the Articles of Association of your Company
and being eligible, has offered himself for re-appointment.
The approval of the Members for the re-appointment of Mr. Martin Babilas has been
sought in the Notice convening the AGM of your Company.
Particulars in pursuance of Regulation 36 of SEBI Listing Regulations read with Secretarial Standard-2 on
General Meetings relating to Mr. Martin Babilas is given in the Notice convening the AGM.
None of the Directors is disqualified from being appointed as or for holding office as Director, as
stipulated under Section 164 of the Act.
Independent Directors
Mr. Sujjain Talwar (DIN: 01756539), Mrs. Usha Rajeev (DIN: 05018645) and Mr. Nandkumar Dhekne
(DIN: 02189370) are Non-Executive Independent Directors of your Company.
All Independent Directors have given declaration that:
a. They meet the criteria for independence as laid down under Section 149 (6) of the Act
read with 16(1)(b) of the SEBI Listing Regulations.
b. In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.
c. The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
d. They have complied with the requirement of inclusion of their name in the data bank
maintained by Indian Institute of Corporate Affairs as envisaged under Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as
applicable and they hold valid registration certificate with Data Bank of Independent
Directors.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI Listing
Regulations and are Independent of the Management, and possess requisite qualifications, experience,
proficiency, expertise, and they hold highest standards of integrity.
Further there has been no change in the circumstances affecting their status as Independent Directors
of your Company. The terms and conditions of appointment of the Independent Directors are posted on
Company's website.
Key Managerial Personnel (KMPs)
Pursuant to provisions of Section 203 of the Act, your Company has the following KMPs as on the date of
the report:
|
Name of the KMPs
|
Designation
|
Date of Appointment
|
Date of Resignation
|
|
Mr. Srikumar Ramakrishnan
|
Managing Director
|
1st August,2019
|
Close of business
hours of 31st January,
2025
|
|
Mr. Anurag Roy
|
Managing Director
|
1st February, 2025
|
-
|
|
Mr. Sanjay Kulkarni
|
CFO and VP- IT & Procurement
|
18th August, 2008
|
-
|
|
Mr. Ashutosh Kulkarni
|
Head Legal -Company Secretary
& Compliance Officer
|
20th February, 2024
|
-
|
There was no change in the composition of the Board of Directors and KMPs during the year under
review, except as stated above.
Separate Meeting of Independent Directors
The Independent Directors are kept informed of your Company's business activities in all areas. A
separate Meeting of Independent Directors was held on 16th February, 2024 in which the Independent
Directors reviewed the performance of (i) non- Independent Directors, (ii) the Board as a whole and (iii)
Chairperson of your Company for the year under review.
They also assessed the quality, quantity and timeliness of flow of information between your 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 your Company, Board
deliberation and contribution of the Chairman and other Directors in the growth of your Company. All
the Independent Directors were present at the Meeting.
Board Evaluation
Pursuant to the provisions of the Act and SEBI 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 2024. The
evaluation has been carried out based on the criteria defined by the Nomination & Remuneration
Committee.
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.
Training and familiarization programme for Directors
Your Company has adopted the familiarization programme for independent Directors in compliance of
the Regulation 25(7) of the SEBI Listing Regulations with an aim to provide them with an insight into
their roles, rights, responsibilities within your Company, the nature of the business of your Company
and the business model of your Company. The Board Members are provided with necessary
documents, reports and internal policies to enable them to familiarize themselves with your Company's
procedures and practices.
Periodic presentations were made at the Board and its Committee Meetings, on business and
performance updates of your Company, the global business environment, business strategy and various
risks involved. The updates on relevant statutory changes and landmark judicial pronouncements
encompassing important laws are regularly presented to the Directors.
The details of the familiarization programme for independent Directors are available on the website of
your Company and can be accessed through:
https://elantascomcdn.azureedge.net/tileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/DetailsofFamiliarizationProgramme.pdf
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 your
Company.
Your Company has in place a Nomination and Remuneration Policy (NRC Policy) for nomination and
remuneration of Directors, Key Managerial Personnel (KMP), Senior Management (SM), and other
employees, pursuant to the Act and SEBI Listing Regulations, as amended from time to time.
The salient features of the NRC Policy:
i. Appointment and remuneration of Directors, KMP, SM and other employees.
ii. Determination of qualifications, positive attributes and independence for appointment of a
Director (Executi've/Non-Executi've/Independent) and recommendation to the Board matters
relating to the remuneration for the Directors, KMP, SM and other employees.
iii. Formulating the criteria for performance evaluation of all Directors.
The NRC policy is available on the website of your Company and can be accessed through
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/Nomination and remuneration policy.pdf
Board and Committees
During the year 2024, 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
Board and Committee Meetings was within the period prescribed by the Act, the SEBI Listing
Regulations and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.
During the year under review, the Board has accepted the recommendations of the Audit Committee.
Details of all the Committees of the Board have been given in the Corporate Governance Report.
Related Party Transactions
All Related Party Transactions (RPTs) entered into by your Company during the year under review were
at arms' length basis and in the ordinary course of business. There were no materially significant RPTs
with holding Company and its subsidiaries, Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict of interest with your Company at large.
All RPTs 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 SEBI Listing Regulations as well as the Rule 6A of the Companies
(Meetings of Board and its Powers) Rules, 2014, Audit Committee, by passing Resolution in its Meeting
held on 07th November, 2023, had granted omnibus approval for the proposed RPTs to be entered into
by your Company during the year 2024. Since there are no material RPTs and all the transactions with
related parties are at arm's length & and in the ordinary course of business, the disclosure of RPTs as
required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company. In
compliance with the Indian Accounting Standards (IND AS), details of RPT are mentioned in Note no. 35
of Financial Statements forming part of this Report.
Your Company has in place a Related Party Transactions Policy. The Audit Committee reviews this policy
periodically and reviews and approves all RPTs, to ensure that the same are in line with the provisions of
applicable law and the Related Party Transactions Policy. The Policy as approved by the Board is
uploaded and can be viewed on your Company's website:
https://elantascomcdn.azureedge.net/tileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/policy on related party transactions tinal.pdf
The Non-Executive Directors/ Independent Directors have no pecuniary relationship or transaction
with your Company other than commission and siffing fees, if any, paid to them. For details, kindly refer
the Corporate Governance Report which forms part of this Report.
Details of Loans, Guarantees and Investments
During the year under review, your Company has not entered into any transaction pertaining to loans,
guarantees and investments as per Section 186 of the Act.
Vigil Mechanism/Whistle Blower Policy
Your Company has established a vigil mechanism named as 'Whistle Blower Policy' within your
Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBI
Listing Regulations.
The policy of such mechanism which has been circulated to all employees within your 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 person
under certain circumstances. The Whistle Blower Policy is available on your Company's website
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/archive compliance with corporate governan
ce/whistle blower policy.pdf
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 A' to this report.
Corporate Social Responsibility (CSR)
Your Company being a responsible corporate citizen engages with community at large for betterment of
society, it serves. There were number of projects and programmes undertaken, pursued and sustained
very well by your Company as part of CSR initiatives.
Your 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 providing educational
support and generously contributed to the fund set up by the Central Government for mitigating
Natural Disasters i.e., Prime Minister's National Relief Fund.
Your Company officials are diligently monitoring the implementation of CSR projects through frequent
site visits, meeting officials, checking records etc.
The Corporate Social Responsibility Policy is available on the website of your Company at
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/CSRPolicy.pdf
The Annual Report on CSR acfivifies undertaken during the year is annexed as 'Annexure B'.
Risk Management
The Risk Management Committee was duly consfituted by the Board and the details of the Committee
along with term of reference are provided in the Corporate Governance forming an integral part of this
report. Your Company has in place a mechanism to idenfify, assess, monitor and mifigate various risks
perceived by your Company. Your Company has taken appropriate measures for identificafion of risk
elements related to the industry in which your Company is engaged and always trying to reduce the
impact of such risks. The Risk Management Policy is available on the Website of your Company i.e.,
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial d
ocuments/compliance with corporate governance/archive compliance with corporate governan
ce/risk management policy elantas beck.pdf. The Board is safisfied that there are adequate systems
and procedures in place to idenfify, assess, monitor and manage risks including the risks associated with
cyber security.
Internal Financial Controls and their adequacy
Your Company has an established internal financial control framework including internal controls over
financial reporfing, operafing controls and enfity level controls. The framework is reviewed regularly by
the Management and tested by the global internal audit team. To maintain its objecfivity and
independence, M/s. Mahajan & Aibara, Chartered Accountants Internal Auditors report their
observations to the Audit Committee. The internal auditors monitor and evaluate the efficacy and
adequacy of internal control system in your Company, its compliance with operafing systems,
accounfing procedures and policies at all locafions of your Company. Based on the report of the internal
auditors, process owners undertake correcfive action in their respecfive areas which then strengthens
the controls. Audit observafions and correcfive acfions thereon are presented to the Audit Committee
of the Board. Based on the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial reporfing by the
statutory auditors and the reviews performed by management, the Board is of the opinion that your
Company's internal financial controls were adequate and effective during FY 2024.
Subsidiary, Associates and Joint Venture
Your Company does not have any Subsidiary or Associate or Joint Venture Company as on date of this
Report.
Annual Return
As required under Secfion 92(3) of the Act and the Rules made thereunder and amended from fime to
fime, the Annual Return of your Company in prescribed Form MGT-7 is available on the website of your
Company at and can be accessed through https://www.elantas.com/beck-india/financial-
documents/compliance-with-corporate-governance.html
Directors' Responsibility Statement
In terms of Secfion 134 (3)( c ) of the Act, the Directors hereby state that:
a) in the preparation of Annual Accounts for the year ended 31st December, 2024, the
applicable accounfing standards have been followed along with proper explanafions
relafing to material departures, if any.
b) the Directors have selected such accounfing 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 your Company as at 31st December, 2024 and of the
profit of your Company for the year ended 31st December, 2024.
c) the proper and sufficient care has been taken for the maintenance of adequate
accounfing records in accordance with the provisions of the Act, for safeguarding the
assets of your Company and for preventing and detecfing fraud and other irregularifies.
d) the Directors have prepared the Annual Accounts of your Company on a 'going concern'
basis.
e) your Company has laid down proper Internal Financial Controls and they are adequate
and are operafing effecfively.
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
operafing effecfively.
Compliance with Secretarial Standards
During the financial year, your Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
Auditors
a) Statutory Auditors
The Members, in the 60th AGM held on 03rd June, 2016, appointed Price Waterhouse, Chartered
Accountants LLP, Pune as Statutory Auditors of your Company for the financial year 2016. Further, the
Members in the 61st AGM held on 10th 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.
During the year 2021, in the 65th Annual General Meefing held on 04th May,2021, Members appointed
Price Waterhouse, Chartered Accountants LLP, Pune as the Statutory Auditors of your Company for a
second term of five years from the conclusion of the 65th AGM fill the conclusion of the 70th AGM.
Your Company's financial statements have been prepared in accordance with Ind AS nofified under
Section 133 of the Act.
The report of the Statutory Auditors on the Audited Financial Statements for the financial year ended
31st December, 2024 is annexed and forms an integral part of this report and does not contain any
qualifications, reservafions, adverse remarks requiring any comments by the Board of Directors.
b) Internal Auditors
The Internal Auditors, Mahajan & Aibara, Chartered Accountants, Mumbai conduct internal audits
periodically and submit their reports to the Audit Committee. Their Reports have been reviewed by the
Audit Committee from fime to fime.
c) Cost Auditors
In terms of Secfion 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 your 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 your Company in respect of its products are required to be
audited. Your Directors, on the recommendafion of the Audit Committee, appointed Dhananjay V. Joshi
& Associates, Cost Accountants, to audit the cost records of your Company for the financial year 2024 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.
Your Company has received written consent to the effect that their appointment is in accordance with
the applicable provisions of the Act and Rules framed thereunder. The Cost Auditors have confirmed
that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial
year ending on 31st December, 2024.
The Cost Audit Report for the financial year ended 31st December, 2023 does not contain any quali¬
fications, reservations or adverse remarks and the same was filed with the Ministry of Corporate Affairs
on 03rd June, 2024 i.e., within the stipulated time mandated in the Companies (Cost Records & Audit)
Rules, 2014 as amended.
d) Secretarial Auditors
Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors at its meeting held on 18th February, 2025 have recommended the
appointment of Prajot Tungare & Associates, a Peer Reviewed firm of Company Secretaries in Practice
(registration no. P2001MH010200) as the Secretarial Auditors of the Company for a term of 5 (five)
consecutive financial years (from 01st January, 2025 to 31st December, 2029), to hold the office from
conclusion of 69th (Sixty-Ninth) Annual General Meeting ("AGM") till the conclusion of 74th (Seventy-
Fourth) AGM of the Company to be held in the year 2030. The appointment will be subject to
shareholder's approval at the ensuing AGM. Brief resume and other details of Prajot Tungare &
Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.
Prajot Tungare & Associates have given their consent to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the
Act & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI Listing Regulations.
The Secretarial Audit Report for the Financial Year 2024 does not contain any qualifications,
reservations or adverse remarks requiring any comments by the Board of Directors and is attached to
this report as 'Annexure C'.
Details in respect of fraud reported by Auditors
During the year under review, the statutory auditors or the cost auditors or the secretarial auditors have
not reported any instances of fraud committed against your Company by its officers or employees to the
audit committee/ Board and/or Central Government, under Section 143 (12) of the Act, and Rules
framed thereunder, the details of which would need to be mentioned in the Board's report.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
Redressal) Act, 2013
Your Company has in place, Policy for prevention of Sexual Harassment in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 (POSH
Act) and the Rules made thereunder. Your Company has zero tolerance on Sexual Harassment at
workplace. In compliance with the provisions of the Companies (Accounts) Rules, 2014, as amended,
the Internal Complaints Committee is in place to redress the complaints received regarding sexual
harassment. All employees including permanent and contractual, temporary, trainees and other
stakeholders are covered under this policy. To ensure compliances and safety of women at workplace
and to increase awareness of the POSH Act, your Company has conducted various POSH sessions and
workshops during the financial year.
The following is the summary of sexual harassment complaints received and disposed-off during the
Financial Year 2024.
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Particulars
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No. of Complaints
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Number of complaints filed during the financial year
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Nil
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Number of complaints disposed of during the financial year
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Nil
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Number of complaints pending as on end of the financial year
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Nil
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Remuneration of Directors and key managerial personnel
The information required under Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as 'Annexure D' and
forms an integral part of this report.
Particulars of employees
In accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other
particulars of employees drawing remuneration in excess of the limits set out in the aforesaid Rules,
forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding
the aforesaid annexure. In terms of Section 136(1) of the Act, any Member, who is interested in
obtaining the details, may write to Company Secretary at CS.ELANTAS.BECK.India@altana.com. The
same is also open for inspection during working hours at the Registered Office of your Company.
Compliance Certificate
Compliance Certificate pursuant to Regulation 17(8) of the Listing Regulations, is annexed as 'Annexure
E' to this Report.
Business Responsibility and Sustainability Report
Report on Business Responsibility and Sustainability 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 is
annexed as 'Annexure F'.
Statement on Compliance with Code of Conduct for Directors and Senior Management:
Members are requested to refer the Report on Corporate Governance annexed to this Report as
'Annexure G'.
Deposits
During the financial year, your Company has not accepted any deposits from public described under
Chapter V of the Act and as such no amount on account of principal or interest on deposits from public
was outstanding as on as on 31stDecember,2024.
Prohibition of Insider trading
In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to
preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI), your
Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ('Insider
Trading Code') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ('Code of Fair Disclosure'). Your Company has in place the digital structured database to
monitor the insider trading activities.
The said Code of Conduct is intended to prevent the misuse of UPSI by insiders and connected persons
and ensure that the Directors and designated persons of your Company and their immediate relatives
shall not derive any benefit or assist others to derive any benefit from having access to and possession of
such UPSI about your Company which is not in the public domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of your Company are managed in a fair, transparent
and ethical manner keeping in view the needs and interest of all the stakeholders.
Transfer of equity shares to Investor Education and Protection Fund ("IEPF") Demat Account
During the year under review, pursuant to Section 124 (6) of Act, and the Rules & Circulars notified
thereunder, 2,850 shares on which dividend was unclaimed/unpaid for seven years have been
transferred to the designated demat account of the IEPF Authority and the same can be claimed from
IEPF Authority only after complying with prescribed procedure under IEPF Rules.
Except transfer of unclaimed /unpaid dividend of '1,72,226/- there were no transfers to IEPF Authority
during the year under review. The details of unpaid/unclaimed dividend and the Shares transferred to
IEPF Authority are available on the Company's website https://www.elantas.com/beck-india/financial-
documents/corporate-governance-report.html
Disclosure
Your Directors are pleased to furnish the details which are required to be reported by your Company in
the Director's Report pursuant to Section 134(3) (a) to (q) of the Act.
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 your Company during
the year under review.
1. No material changes or commitments, affecting the financial position of your Company
occurred between the end the financial year of your Company i.e., 31st December,2024 and
the date of this Report.
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. Further no
application against your Company has been filed or is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016), nor your Company has done any one-time settlement
with any Bank or Financial institutions.
3. Your Company does not have employee stock option scheme.
4. No sweat equity shares nor equity shares with differential voting rights as to dividend, voting
or otherwise have been issued by your Company during the year under review.
5. Your Company has not resorted to any buy back of its Equity Shares during the year under
review.
Acknowledgements
Your Directors take this opportunity to place on record their sense of gratitude and continued
co-operation and support of ALTANA Group as a whole, customers, suppliers, business associates,
central and state government departments, banks and local authorities.
Your Directors express their deep appreciation for the commitment, dedication and hard work put in by
the employees at all levels. Lastly, your Directors are grateful for the confidence and faith shown in them
by the Shareholders of your Company.
For and on behalf of the Board
Anurag Roy Usha Rajeev
Managing Director Director
(DIN: 07444595) (DIN: 05018645)
Place: Mumbai
Date: 18th February, 2025
Regd. Office: 147, Mumbai - Pune Road,
Pimpri, Pune 411018
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