The Board of Directors ("Board") of your Company is pleased to present the Sixty Ninth Annual Report ofELANTAS Beck India Limited ("Company) and the Audited Financial Statements for the financial yearended 31st December, 2024 ("year under review" or "year" or "FY24").
Your Company's financial performance for the financial year ended 31st December,2024 is summarizedbelow' (Amt. ' in Lakhs)
Particulars
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
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
Retained earnings at the end of the year
79,044.41
Your Company's revenue from operafions posted a growth of 10.09%, amounfing to '74,851.31 Lakhsfor the year ended 31st December, 2024, as compared to '67,989 Lakhs in the previous year. In terms ofsales quanfity, there was an increase of 10.74% as compared to previous year. The profit before taxstood at '18,345.03 Lakhs, compared to the previous year of '18,362.24 Lakhs. Similarly, the profitafter 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 AnalysisReport'.
Key Business Developments
• During the year under review, as a part of your Company's future expansion plans and newprojects and based on in-principle approval received from Board of Directors at its meeting heldon 7th May 2024, your Company executed a "Deed of Conveyance" for the purchase of 30 acresof 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 andcharges). The funding for the said purchase has been sourced from the Company's internalaccruals. Your Company is in process of establishing a new manufacturing facility in Taluka -Vagra, Dist. Bharuch, Gujarat and aimed at synergizing, expanding, and realigning theCompany'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 Companyexecuted an Asset Purchase Agreement and other definitive agreements, including a short-termcontract manufacturing arrangement with Von Roll (India) Private Limited. This acquisitionenabled your Company more tailored solutions and enhanced technology offerings in the resinand tapes product business sector resulted in a higher contribution from the ElectricalInsulation Business.
Awards and Recognition
During the year under review, your Company has achieved significant recognition in 2024, reflecting itscommitment to safety and environmental excellence:
• Your Company has received the 'Best Safety Initiative for Worker's Safety Award' in thecorporate category at the Fourth Edition of the Safe Tech Awards 2024. This prestigious awardacknowledges your Company's unwavering commitment to upholding the highest standards ofsafety for the workforce. It reinforces the continuous efforts to create and maintain a safeworking environment for all employees.
• Your Company's Ankleshwar plant has been awarded the "Platinum Award towardsEnvironment Excellence" within the Specialty Chemicals Industries category at the FAMENational Award 2024. This recognition highlights your Company's dedication to sustainablepractices and environmental stewardship.
Share Capital
During the year ended 31st December, 2024, there was no change in the issued, subscribed and paid-upshare capital of your Company, the outstanding capital as on 31st December,2024 was '79,276,820comprising of 7,927,682 equity shares of '10/- each.
The Board of Directors has recommended a dividend of '7.50/- per equity share of '10/- each, subjectto the deduction of tax as applicable, for the year ended 31st December, 2024 (previous year '5.00/- perequity share). 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, will be'594.58 Lakhs.
The Board of Directors of your Company has approved and adopted the Dividend Distribution Policy inline with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Dividend DistributionPolicy of your Company can be accessed using the following link:
https://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial documents/compliance with corporate governance/Dividend Distribution Policy.pdf
The Board of Directors does not propose to transfer of any amount to general reserves during the yearunder 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. TheManagement Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexedand forms an integral part of this report.
Capital Expenditure
Capital expenditure incurred during the year ended 31st December, 2024 aggregated to '14,514.10Lakhs.
Corporate Governance and Statutory Reports
Pursuant to the provisions of Regulation 34 (2) & (3), read with Schedule V to the SEBI ListingRegulations, Management Discussion and Analysis Report, Report on Corporate Governance, BusinessResponsibility and Sustainability Report and Auditor's Certificate regarding compliance of conditions ofCorporate 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, andIndependent Directors.
The Board has identified core skills, expertise and competencies of the Directors in the context of theCompany's business for effective functioning and how the current Board of Directors are fulfilling therequired 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-ExecutiveIndependent Director
During the year under review, Mr. Ranjal L Shenoy (DIN:00074761) had completed hissecond term of 5 (five) consecutive years as an Independent Director of the Company onthe close of business hours of 31st March, 2024. Accordingly, he ceased to be a Directorof your Company and Chairman/member of various Board Committee(s) on the close ofBusiness hours on 31st March, 2024. The Board placed on record their appreciation forthe valuable contribution made by Mr. Ranjal L Shenoy over a decade towards growthtrajectory 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 on07th 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 andKMP with effect from the close of business hours of 31st January, 2025 as he moved toanother leadership position overseas within the ALTANA group. Accordingly, he ceasedto be a Director of your Company and member of various Board Committee(s) with effectfrom the close of business hours of 31st January, 2025. The Board placed on record theirappreciation for the valuable contribution towards growth trajectory of your Companyduring 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 therecommendation of Nomination and Remuneration Committee and subject to approvalof 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 KMPunder 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 proposedto be passed by the Members of the Company by way of postal ballot by voting throughelectronic means only ('remote e-voting') as per the circulars issued by the Ministry ofCorporate 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 andre-designated as Head-Legal, Company Secretary and Key Managerial Personnel of theCompany w.e.f. 20th February, 2024 in accordance with the provisions of Section 203 ofthe Companies Act, 2013 ("the Act") read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014.
Mr. Martin Babilas, (DIN: 00428631), retires by rotation at the ensuing AGM pursuant tothe provisions of Section 152 the Act, read with Companies (Appointment andQualifications of Directors) Rules, 2014 and the Articles of Association of your Companyand 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 SEBI Listing Regulations read with Secretarial Standard-2 onGeneral 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, asstipulated 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 Actread 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 anycircumstance or situation, which exists or may be reasonably anticipated, that couldimpair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence.
c. The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.
d. They have complied with the requirement of inclusion of their name in the data bankmaintained by Indian Institute of Corporate Affairs as envisaged under Companies(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, asapplicable and they hold valid registration certificate with Data Bank of IndependentDirectors.
In the opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI ListingRegulations 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 Directorsof your Company. The terms and conditions of appointment of the Independent Directors are posted onCompany'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 ofthe report:
Name of the KMPs
Designation
Date of Appointment
Date of Resignation
Mr. Srikumar Ramakrishnan
Managing Director
1st August,2019
Close of businesshours of 31st January,2025
Mr. Anurag Roy
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 underreview, except as stated above.
Separate Meeting of Independent Directors
The Independent Directors are kept informed of your Company's business activities in all areas. Aseparate Meeting of Independent Directors was held on 16th February, 2024 in which the IndependentDirectors 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'sManagement and the Board that are necessary for the Directors to effectively and reasonably performtheir duties. Independent Directors expressed their satisfaction on the working of your Company, Boarddeliberation and contribution of the Chairman and other Directors in the growth of your Company. Allthe Independent Directors were present at the Meeting.
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annualperformance evaluation of its own performance, the performance of Independent Directors and otherDirectors individually, as well as the evaluation of the working of its Committees for the Year 2024. Theevaluation has been carried out based on the criteria defined by the Nomination & RemunerationCommittee.
Based on the evaluation, Company expects the Board and the Directors to continue to play aconstructive 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 ofthe Regulation 25(7) of the SEBI Listing Regulations with an aim to provide them with an insight intotheir roles, rights, responsibilities within your Company, the nature of the business of your Companyand the business model of your Company. The Board Members are provided with necessarydocuments, reports and internal policies to enable them to familiarize themselves with your Company'sprocedures 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 variousrisks involved. The updates on relevant statutory changes and landmark judicial pronouncementsencompassing important laws are regularly presented to the Directors.
The details of the familiarization programme for independent Directors are available on the website ofyour Company and can be accessed through:
https://elantascomcdn.azureedge.net/tileadmin/elantas/companies/elantas beck india/financial documents/compliance with corporate governance/DetailsofFamiliarizationProgramme.pdf
Nomination and Remuneration Policy
The Nomination & Remuneration Committee reviews the composition of the Board to ensure that thereis an appropriate mix of abilities, experience and diversity to serve the interests of all Members and yourCompany.
Your Company has in place a Nomination and Remuneration Policy (NRC Policy) for nomination andremuneration of Directors, Key Managerial Personnel (KMP), Senior Management (SM), and otheremployees, 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 aDirector (Executi've/Non-Executi've/Independent) and recommendation to the Board mattersrelating 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 throughhttps://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial documents/compliance with corporate governance/Nomination and remuneration policy.pdf
During the year 2024, four Board Meetings were convened and held. Details of the same are given in theCorporate Governance Report which forms part of this Report. The intervening gap between any twoBoard and Committee Meetings was within the period prescribed by the Act, the SEBI ListingRegulations 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 wereat arms' length basis and in the ordinary course of business. There were no materially significant RPTswith holding Company and its subsidiaries, Promoters, Directors, Key Managerial Personnel or otherdesignated 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 ofthe 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 Meetingheld on 07th November, 2023, had granted omnibus approval for the proposed RPTs to be entered intoby your Company during the year 2024. Since there are no material RPTs and all the transactions withrelated 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. Incompliance with the Indian Accounting Standards (IND AS), details of RPT are mentioned in Note no. 35of Financial Statements forming part of this Report.
Your Company has in place a Related Party Transactions Policy. The Audit Committee reviews this policyperiodically and reviews and approves all RPTs, to ensure that the same are in line with the provisions ofapplicable law and the Related Party Transactions Policy. The Policy as approved by the Board isuploaded and can be viewed on your Company's website:
https://elantascomcdn.azureedge.net/tileadmin/elantas/companies/elantas beck india/financial documents/compliance with corporate governance/policy on related party transactions tinal.pdf
The Non-Executive Directors/ Independent Directors have no pecuniary relationship or transactionwith your Company other than commission and siffing fees, if any, paid to them. For details, kindly referthe Corporate Governance Report which forms part of this Report.
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 yourCompany in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the SEBIListing 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 thesaid Policy, provisions have been made to safeguard persons who use this mechanism fromvictimization. The Policy also provides access to the Chairman of the Audit Committee by any personunder certain circumstances. The Whistle Blower Policy is available on your Company's websitehttps://elantascomcdn.azureedge.net/fileadmin/elantas/companies/elantas beck india/financial documents/compliance with corporate governance/archive compliance with corporate governance/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, TechnologyAbsorption, 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 ofsociety, it serves. There were number of projects and programmes undertaken, pursued and sustainedvery well by your Company as part of CSR initiatives.
Your Company considers it as its economic and social responsibility to foster sustainable localdevelopment. As a part of such responsibility, it has focused amongst others, on providing educationalsupport and generously contributed to the fund set up by the Central Government for mitigatingNatural Disasters i.e., Prime Minister's National Relief Fund.
Your Company officials are diligently monitoring the implementation of CSR projects through frequentsite 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 documents/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 Committeealong with term of reference are provided in the Corporate Governance forming an integral part of thisreport. Your Company has in place a mechanism to idenfify, assess, monitor and mifigate various risksperceived by your Company. Your Company has taken appropriate measures for identificafion of riskelements related to the industry in which your Company is engaged and always trying to reduce theimpact 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 documents/compliance with corporate governance/archive compliance with corporate governance/risk management policy elantas beck.pdf. The Board is safisfied that there are adequate systemsand procedures in place to idenfify, assess, monitor and manage risks including the risks associated withcyber security.
Internal Financial Controls and their adequacy
Your Company has an established internal financial control framework including internal controls overfinancial reporfing, operafing controls and enfity level controls. The framework is reviewed regularly bythe Management and tested by the global internal audit team. To maintain its objecfivity andindependence, M/s. Mahajan & Aibara, Chartered Accountants Internal Auditors report theirobservations to the Audit Committee. The internal auditors monitor and evaluate the efficacy andadequacy 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 internalauditors, process owners undertake correcfive action in their respecfive areas which then strengthensthe controls. Audit observafions and correcfive acfions thereon are presented to the Audit Committeeof the Board. Based on the work performed by the internal, statutory and secretarial auditors andexternal consultants, including the audit of internal financial controls over financial reporfing by thestatutory auditors and the reviews performed by management, the Board is of the opinion that yourCompany'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 thisReport.
As required under Secfion 92(3) of the Act and the Rules made thereunder and amended from fime tofime, the Annual Return of your Company in prescribed Form MGT-7 is available on the website of yourCompany 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, theapplicable accounfing standards have been followed along with proper explanafionsrelafing 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 andfair view of the state of affairs of your Company as at 31st December, 2024 and of theprofit of your Company for the year ended 31st December, 2024.
c) the proper and sufficient care has been taken for the maintenance of adequateaccounfing records in accordance with the provisions of the Act, for safeguarding theassets 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 adequateand are operafing effecfively.
f) the Directors have devised proper systems and processes to ensure compliance with theprovisions of all applicable laws and such systems and processes are adequate andoperafing effecfively.
Compliance with Secretarial Standards
During the financial year, your Company has complied with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.
a) Statutory Auditors
The Members, in the 60th AGM held on 03rd June, 2016, appointed Price Waterhouse, CharteredAccountants LLP, Pune as Statutory Auditors of your Company for the financial year 2016. Further, theMembers in the 61st AGM held on 10th May, 2017 appointed them as Statutory Auditors for theremaining period of four years forming part of the first term of five years i.e. up to the conclusion ofAGM for the year 2020.
During the year 2021, in the 65th Annual General Meefing held on 04th May,2021, Members appointedPrice Waterhouse, Chartered Accountants LLP, Pune as the Statutory Auditors of your Company for asecond 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 underSection 133 of the Act.
The report of the Statutory Auditors on the Audited Financial Statements for the financial year ended31st December, 2024 is annexed and forms an integral part of this report and does not contain anyqualifications, reservafions, adverse remarks requiring any comments by the Board of Directors.
b) Internal Auditors
The Internal Auditors, Mahajan & Aibara, Chartered Accountants, Mumbai conduct internal auditsperiodically and submit their reports to the Audit Committee. Their Reports have been reviewed by theAudit 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, asamended, the cost accounts and records are made and maintained by your Company as specified by theCentral Government.
Pursuant to Secfion 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, asamended, the cost records maintained by your Company in respect of its products are required to beaudited. 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 forratification of payment of remuneration to Dhananjay V. Joshi & Associates, Cost Auditors, is included inthe Notice convening the AGM for approval of Members.
Your Company has received written consent to the effect that their appointment is in accordance withthe applicable provisions of the Act and Rules framed thereunder. The Cost Auditors have confirmedthat they are not disqualified to be appointed as the Cost Auditors of your Company for the financialyear 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 Affairson 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 ofthe 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 theappointment 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 fromconclusion 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 toshareholder'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 andconfirmed that their aforesaid appointment (if made) would be within the prescribed limits under theAct & Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are notdisqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules madethereunder 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 tothis report as 'Annexure C'.
During the year under review, the statutory auditors or the cost auditors or the secretarial auditors havenot reported any instances of fraud committed against your Company by its officers or employees to theaudit committee/ Board and/or Central Government, under Section 143 (12) of the Act, and Rulesframed 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 ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 (POSHAct) and the Rules made thereunder. Your Company has zero tolerance on Sexual Harassment atworkplace. 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 sexualharassment. All employees including permanent and contractual, temporary, trainees and other
stakeholders are covered under this policy. To ensure compliances and safety of women at workplaceand to increase awareness of the POSH Act, your Company has conducted various POSH sessions andworkshops during the financial year.
The following is the summary of sexual harassment complaints received and disposed-off during theFinancial Year 2024.
No. of Complaints
Number of complaints filed during the financial year
Nil
Number of complaints disposed of during the financial year
Number of complaints pending as on end of the financial year
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' andforms 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 otherparticulars 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 excludingthe aforesaid annexure. In terms of Section 136(1) of the Act, any Member, who is interested inobtaining the details, may write to Company Secretary at CS.ELANTAS.BECK.India@altana.com. Thesame 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 'AnnexureE' to this Report.
Business Responsibility and Sustainability Report
Report on Business Responsibility and Sustainability as stipulated under the Listing Regulations and anyother applicable law for the time being in force, describing the initiatives taken by the Managementfrom an environmental, social and governance perspective, forms an integral part of this Report isannexed 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 underChapter V of the Act and as such no amount on account of principal or interest on deposits from publicwas 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 topreserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI), yourCompany has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ('InsiderTrading Code') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation ('Code of Fair Disclosure'). Your Company has in place the digital structured database tomonitor the insider trading activities.
The said Code of Conduct is intended to prevent the misuse of UPSI by insiders and connected personsand ensure that the Directors and designated persons of your Company and their immediate relativesshall not derive any benefit or assist others to derive any benefit from having access to and possession ofsuch 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, transparentand 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 notifiedthereunder, 2,850 shares on which dividend was unclaimed/unpaid for seven years have beentransferred to the designated demat account of the IEPF Authority and the same can be claimed fromIEPF 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 Authorityduring the year under review. The details of unpaid/unclaimed dividend and the Shares transferred toIEPF 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 inthe 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 eitherthere were no transactions on these items, or these items are not applicable to your Company duringthe year under review.
1. No material changes or commitments, affecting the financial position of your Companyoccurred between the end the financial year of your Company i.e., 31st December,2024 andthe date of this Report.
2. No significant and material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future. Further noapplication against your Company has been filed or is pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016), nor your Company has done any one-time settlementwith 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, votingor 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 underreview.
Acknowledgements
Your Directors take this opportunity to place on record their sense of gratitude and continuedco-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 bythe employees at all levels. Lastly, your Directors are grateful for the confidence and faith shown in themby the Shareholders of your Company.
Managing Director Director(DIN: 07444595) (DIN: 05018645)
Date: 18th February, 2025
Regd. Office: 147, Mumbai - Pune Road,
Pimpri, Pune 411018