To the Members, ELANTAS Beck India Ltd.
The Board of Directors ("Board") of your Company is pleased
to present the Sixty Eighth Annual Report of ELANTAS Beck India Limited ("Company)
and the Audited Financial Statements for the financial year ended 31?' December,
2023 ("year under review" or "year" or "FY23").
Financial Results:
Your Company's financial performance for the financial year ended 31?'
December,2023 is summarized
below:
(Amt. in Lakhs)
| Particulars |
For the year ended on 31'' December,2023
|
For the year ended on 31'' December,2022
|
| Revenue from operations |
67,989.00 |
64,470.13 |
| Other income |
5,295.34 |
2,123.63 |
| Total income |
73,284.34 |
66,593.76 |
| Profit before exceptional items and tax |
18,362.24 |
11,841.10 |
| Exceptional Items |
- |
1,072.04 |
| Profit before tax |
18,362.24 |
12,913.14 |
| Income tax expense |
4,632.71 |
3,135.02 |
| Other Comprehensive Income |
6.24 |
11.00 |
| Profit for the year (including Comprehensive
Income) |
13,735.77 |
9,789.12 |
| Retained earnings brought forward |
52,192.49 |
42,799.75 |
| Less: Dividend paid during the year |
396.38 |
396.38 |
| Retained earnings at the end of the year |
65,531.88 |
52,192.49 |
Performance
Your Company's revenue from operations posted a growth of 5.46%,
amounting to 67,989 Lakhs for the year ended 31?' December,2023, as compared to
64,470.13 Lakhs in the previous year. In terms of sales quantity, there was an increase of
9.65% as compared to previous year. The profit before tax stood at 18,362.24 Lakhs,
marking a significant rise of 42.20% as compared to the previous year of
12,913.14 Lakhs. Similarly, the profit for the year ended 31?'
December,2023, (including Comprehensive Income) stood at 13,735.77 Lakhs, re?ecting a
substantial growth of 40.31% as compared to 9,789.12 Lakhs in the previous year. Your
Company's performance has been discussed in detail in the ‘Management Discussion
and Analysis Report'.
Share Capital
During the year ended 31?' December,2023, there was no change
in the issued, subscribed and paid-up share capital of your Company. The outstanding
capital as on 31?' December,2023 was 79,276,820 comprising of 7,927,682 equity
shares of 10/- each.
Dividend
The Board of Directors has recommended a dividend of 5.00/- per
equity share of 10/- each, subject to the deduction of tax as applicable, for the year
ended 31?' December,2023 (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
396.38 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 ("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_approved_on_05.
05.2020.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 a?airs & 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 Listing Regulations, is annexed and forms an integral part of this report.
Capital Expenditure
Capital expenditure incurred during the year ended 31?' December, 2023
aggregated to 1236.28 Lakhs.
Corporate Governance and Statutory Reports
Pursuant to the provisions of Regulation 34 (2) & (3) read with
Schedule V to the 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 ?nancial statements There has been no revision in the financial
statements of your Company during the financial year 2023. 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.
Pursuant to Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014, the details
relating to Directors who were appointed / re-appointed or resigned / retired are reported
as under:
- Retirement of Mr. Milind Talathi, Whole-Time Director
During the year under review, the term of office of Mr. Milind
Talathi (DIN: 07321958) as Whole Time Director of your Company completed on 26'?
February, 2023. Accordingly, he ceased to be a Director of your Company on the close of
Business hours on 26'? February, 2023. The Board placed on record their appreciation
for the remarkable contribution made by Mr. Milind Talathi during his tenure as Whole Time
Director, and for his active participation in all the decision-making processes of the
Board and the Committees of the Board.
- Step down of Mr. Suresh Talwar, Non-Executive Independent Director
Mr. Suresh Talwar (DIN: 00001456) Independent Director stepped down
from the office of Director from the conclusion of Board Meeting held on 09'? May,
2023. The Board placed on record their appreciation for the valuable contribution and
guidance given by Mr. Suresh Talwar in the growth trajectory and transition of your
Company for the last 20 years as a Director.
- Director(s) retired by rotation and re-appointment
During the financial year 2023, at the Sixty Seventh (67'?)
Annual General Meeting held on 09'? May, 2023 Mr. Martin Babilas (DIN: 00428631),
was re-appointed as Non- Executive & Non- Independent Director liable to retire by
rotation.
- Appointment of Mr. Sujjain Talwar, Non-Executive Independent Director
Considering the experience, expertise, proficiency, and high
standards of integrity possessed by Mr. Sujjain Talwar (DIN: 01756539), on the
recommendation of the Nomination & Remuneration Committee, the Board in its Meeting
held on 21?' June, 2023 appointed Mr. Sujjain Talwar (DIN: 01756539) as an
Additional Director designated as an Independent Director. The Members approved the
appointment of Mr. Sujjain Talwar as Director and also as an Independent Director not
liable to retire by rotation for a period of five years w.e.f. 22nd June, 2023 to
21?' June, 2028 for the first term by passing a Special Resolution by way of ballot
through electronic voting which concluded on 29'? July, 2023; the result of which
was declared on 31?' July, 2023.
Mr. Ravindra Kumar, (DIN: 06755402), retires by rotation at the ensuing
AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 ("the
Act") read with Companies (Appointment and Qualifications of Directors) Rules, 2014
and the Articles of Association of your Company and being eligible, has o?ered himself for
re-appointment.
The approval of the Members for the re-appointment of Mr. Ravindra
Kumar has been sought in the Notice convening the AGM of your Company.
Particulars in pursuance of Regulation 36 of Listing Regulations read
with Secretarial Standard-2 on General Meetings relating to Mr. Ravindra Kumar are 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. Ranjal L Shenoy (DIN: 00074761), Mr. Nandkumar Dhekne (DIN:
02189370), Mrs. Usha Rajeev (DIN: 05018645) and Mr. Sujjain Talwar (DIN: 01756539) are
Non-Executive Independent Directors of your Company.
All Independent Directors have given declaration that:
- They meet the criteria for independence as laid down under Section 149 (6) of the Act
read with 16(1)(b) of the Listing Regulations.
- In terms of Regulation 25(8) of the 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 in?uence.
- The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
- They have complied with the requirement of inclusion of their name in the data bank
maintained by Indian Institute of Corporate A?airs 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 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 a?ecting 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 |
1?' August, 2019 |
- |
| Mr. Sanjay Kulkarni |
CFO and VP- IT & Procurement |
18'? August, 2008 |
- |
| Mr. Abhijit Tikekar |
Head Legal - Company Secretary & Compliance
Officer |
31?' October, 2018 |
Resigned w.e.f. Close of
business hours of 31?' December, 2023 |
| Mr. Ashutosh Kulkarni |
Head Legal - Company Secretary & Compliance
Officer |
20'? February, 2024 |
- |
There was no change in the composition of the Board of Directors and Key Managerial
Personnel during the year under review, except as stated above.
Statement on Compliance with Code of Conduct for Directors and Senior Management
Please refer to the Report on Corporate Governance annexed to this Report.
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
21?' February,2023 in which the Independent Directors reviewed the performance of
(i) non- Independent Directors, (ii) the Board as a whole and
- Chairperson of your Company for the year under review.
They also assessed the quality, quantity and timeliness of ?ow of
information between your Company's Management and the Board that are necessary for the
Directors to e?ectively 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 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 2023. 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 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 http://www.elantas.com/beck-india
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.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2023 the Board at its meeting held on 21?' February, 2023,
has revised the definition of ‘Senior Management', by including ‘Functional
Heads' as the Senior Management.
Your Company has adopted 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 Listing Regulations,
as amended from time to time.
The salient features of the NRC Policy
- Appointment and remuneration of Directors, KMP, SM and other employees;
- Determination of qualifications, positive attributes and independence for appointment of
a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters
relating to the remuneration for the Directors, KMP, SM and other employees;
- 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://www.elantas.com/beck-india/financial-documents/compliance-with-corporate-
governance/archive-compliance-with-coporate-governance.html
Board and Commitees
During the year 2023, five Board Meetings were convened and held.
Details of the same are given in the Corporate Governance Report which forms part of this
Report. The intervening gap between any two Meetings was within the period prescribed by
the Act, the Listing Regulations and as per the Circulars issued by the Ministry of
Corporate A?airs 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 (RPT) 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 RPT with Parent Company and its
subsidiaries, Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential con?ict of interest with your Company at large.
All RPT are placed before the Audit Committee for its review and
approval. Prior omnibus approval of the Audit Committee is obtained for transactions which
are of a foreseen and repetitive nature. Pursuant to the provisions of the Listing
Regulations as well as the Rule 6A of the Companies (Meetings of Board and its Powers)
Rules, 2014, Audit Committee, by passing Resolution in its Meeting held on 01?'
November, 2022, had granted omnibus approval for the proposed RPT to be entered into by
your Company during the year 2023. Since there are no material RPT and also all the
transactions with related parties are at arm's length and in the ordinary course of
business, the disclosure of related party transactions 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) 2015, details of RPT are mentioned in Note no. 36 of
Financial Statements forming part of this Report.
Your Company has adopted a Related Party Transactions Policy. The Audit
Committee reviews this policy periodically and also reviews and approves all related party
transactions, 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 http://www.elantas.com/beck-india.
The Non-Executive Directors have no pecuniary relationship or
transaction with your Company other than commission and sitting fees paid to them. For
details, kindly refer the Corporate Governance Report which forms part of this Report.
Details of Loans, Guarantees and Investments
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 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 http://www.elantas.com/beck-india.html
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 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/R1_CSR_Policy_EBIL_cleaned_V1.pdf
The Annual Report on CSR activities undertaken during the year is
annexed as ‘Annexure B' to this report.
Risk Management
The Risk Management Committee was duly constituted 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 identify, assess, monitor and mitigate various risks perceived by your Company. Your
Company has taken appropriate measures for identification of risk elements related to the
industry in which your Company is engaged and is always trying to reduce the impact of
such risks. The Risk Management Policy is available on the Website of your Company i.e., http://www.elantas.com/beck-india.
The Board is satisfied that there are adequate systems and procedures in place to
identify, assess, monitor and manage risks including the risks associated with cyber
security.
Internal Financial Controls and their adequacy
Your Company has an established internal financial control
framework including internal controls over financial reporting, operating controls and
entity level controls. The framework is reviewed regularly by the Management and tested by
the global internal audit team. To maintain its objectivity 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 operating systems, accounting
procedures and policies at all locations of your Company. Based on the report of the
internal auditors, process owners undertake corrective action in their respective areas
which then strengthens the controls. Audit observations and corrective actions 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 reporting 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 e?ective during FY 2023.
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 Section 92(3) of the Act and the Rules made
thereunder and amended from time to time, 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 http://www.elantas.com/beck-india.
Directors' Responsibility Statement
In terms of Section 134 (3)( c ) of the Act, the Directors hereby state that:
- in the preparation of Annual Accounts for the Year ended 31?' December,2023, the
applicable accounting standards have been followed along with proper explanations relating
to material departures, if any.
- the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give true and fair
view of the state of a?airs of your Company as at 31?' December,2023 and of the
profit of your Company for the year ended 31?' December,2023.
- the proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities.
- the Directors have prepared the Annual Accounts of your Company on a ‘going
concern' basis.
- your Company has laid down proper Internal Financial Controls and they are adequate and
are operating e?ectively.
- the Directors have devised proper systems and processes to ensure compliance with the
provisions of all applicable laws and such systems and processes are adequate and
operating e?ectively.
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
- Statutory Auditors
The Members, in the 60'? AGM held on 031d 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 61?' AGM held on
10'? May, 2017 appointed them as Statutory Auditors for the remaining period of four
years forming part of the first term of five years i.e. up to the conclusion of AGM for
the year 2020.
During the year 2021, in the 65'? Annual General Meeting held on
04'? 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 65'? AGM till the conclusion of the 70'? AGM.
Your Company's Audited Financial Statements have been prepared in accordance with
Ind AS notified under Section 133 of the Act.
The report of the Statutory Auditors on the Audited Financial
Statements for the financial year ended 31?' December, 2023 is annexed and forms an
integral part of this report and does not contain any qualifications, reservations,
adverse remarks, disclaimers requiring any comments by the Board of Directors.
- 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 time to time.
- Cost Auditors
In terms of Section 148 of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended, the cost accounts and records are made and
maintained by your Company as specified by the Central Government.
Pursuant to Section 148(1) of the Act, read with the Companies (Cost
Records & Audit) Rules, 2014, as amended, the cost records maintained by your Company
in respect of its products are required to be audited. Your Directors, on the
recommendation of the Audit Committee, appointed Dhananjay V. Joshi & Associates, Cost
Accountants, to audit the cost records of your Company for the financial year 2023 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 e?ect 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 31?'
December, 2023.
The Cost Audit Report for the financial year ended 31?' December,
2022 does not contain any qualifications, reservations, adverse remarks or disclaimers and
the same was filed with the Ministry of Corporate A?airs on 31?' May, 2023 i.e.,
within the stipulated time mandated in the Companies (Cost Records & Audit) Rules,
2014 as amended.
- Secretarial Auditors
Prajot Tungare & Associates, Practicing Company Secretaries,
Pune were appointed to conduct the Secretarial Audit of your Company for the Financial
Year 2023, as required under Section 204 of the Act, read with rules framed thereunder.
The Secretarial Audit Report for FY 2023 forms part of this Report as ‘Annexure
C'.
The secretarial auditor's report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.
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 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 has
been constituted to redress complaints received regarding sexual harassment. All employees
including permanent and contractual, temporary, trainees and other stakeholders are
covered under this policy. Few sessions were arranged to all employees to increase
awareness on the topic during financial year.
The following is the summary of sexual harassment complaints received and disposed-o?
during the Financial Year 2023.
| Particulars |
No. of
Complaints |
| Number of complaints filed during the financial
year |
Nil |
| Number of complaints disposed of during the
financial year |
Nil |
| Number of complaints pending as on end of the
financial year |
Nil |
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 Certi?cate
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'.
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 31?'
December,2023.
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 a?airs 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 IEPF Demat Account
During the year under review, pursuant to Section 124 (6) of Act,
and the Rules & Circulars notified thereunder, 2025 shares on which dividend was
unclaimed/unpaid for seven years have been transferred to a demat account of the Investor
Education and Protection Fund (IEPF) Authority.
Except transfer of unclaimed /unpaid dividend of 2,98,340/- there were no transfers
to IEPF Authority during the year under review.
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.
- No material changes or commitments, a?ecting the financial position of your Company
occurred between the end the financial year of your Company i.e., 31?' December,2023
and the date of this Report.
- 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 neither 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.
- Your Company does not have employee stock option scheme.
- No sweat equity shares nor equity shares with di?erential voting rights as to dividend,
voting or otherwise have been issued by your Company during the year under review.
- 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
Place: Mumbai
Date: 20'? February, 2024
Regd. Office: 147, Mumbai –Pune Road, Pimpri, Pune 411018
|