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Directors Report of Elantas Beck India Ltd.

Dec 31, 2016

To the Members, of ELANTAS Beck India Limited

The Directors have pleasure in presenting the Sixty First Annual Report and the Audited Accounts for the financial year ended 31 December 2016.

Financial Highlights (Rs. inlakhs)

Particulars

Year ended 31.12.2016

Year ended 31.12.2015

Total Revenue

37,288.88

34,976.89

Profit before Interest, Depreciation & Tax

8,628.36

6,786.53

Depreciation

518.65

594.43

Interest

20.54

18.79

Profit Before Tax

8,089.17

6,173.31

Provision for tax

2,640.35

1,997.75

Net Profit

5,448.82

4,175.56

Profit & Loss Account brought forward

10,008.34

6,727.43

Profit available for appropriation

15,457.16

10,902.99

Appropriations:

Proposed dividend

356.75

396.39

Tax on Dividend distributed

74.16

80.69

Transfer to General Reserve

544.88

417.56

Carried to Profit & Loss Account

14,481.37

10,008.34

15,457.16

10,902.98

Performance

The sales at Rs. 36525.15 Lakhs for the year ended 31 December 2016 registered a 6 % growth over the sales of Rs. 34,416.06 Lakhs achieved in the previous year ended 31 December 2015. In terms of sales quantity, the tonnage sold during the year ended 31 December 2016 increased by 9 % over the previous year. The profit before tax showed an increase of Rs.1,915.86 Lakhs over the profit before tax posted last year.

The Profit before Tax and Profit after Tax were Rs. 8,089.17 Lakhs and Rs. 5448.82 Lakhs respectively.

Share Capital

Share Capital Audit as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (Listing Regulations 2015) is conducted on a quarterly basis by V.R. Associates, Practicing Company Secretaries. The Share Capital & Audit Reports are duly forwarded to BSE Ltd. where the equity shares of the Company are listed. During the year ended 31 December 2016, there was no change in the issued and subscribed capital of the Company, the outstanding capital as on 31 December 2016 was Rs. 792.77 Lakhs comprising of 79.28 Lakhs shares of Rs. 10/- each.

Dividend

The Directors are pleased to recommend a dividend of Rs. 4.50 per equity share of 710/- each, for the year ended 31 December 2016.

Company has kept entire surplus in Profit & Loss Account for the purpose of payment of Dividend and has not transferred any amount to Reserves for the purpose of payment of Dividend.

Directors and Key Managerial Personnel

Dr. Guido Forstbach Non-Executive Director, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment.

All Independent Directors have given Declaration that they meet criteria for Independence as laid down under Section 149 (6) of the Companies Act, 2013.

None of the Directors is disqualified from being appointed as or holding office as Director, as stipulated under Section 164 of the Companies Act, 2013.

No Key Managerial Personnel resigned during the year under review.

Separate Meeting of Independent Director

The Independent Directors were fully kept informed of the Company''s activities in all its spheres. During the year under review, a separate meeting of Independent Directors was held on 25 October 2016 and the Independent Directors reviewed the performance of (i) non- Independent Directors and (ii) the board as a whole.

They also assessed the quality, quantity and timelines of flow of information between the Company''s Management and the Board that are necessary for the Board to effectively and reasonably perform their duties. All the Independent Directors were percent at the meeting.

Constitution of Audit Committee

The Audit Committee comprises Mr. Ravindra Kulkarni (Chairman /Independent Director), Dr. Guido Forstbach, Mr. Suresh Talwar (Independent Director) and Mr. Ranjal Laxmana Shenoy (Independent Director). All members of the Audit Committee are Non-Executive Directors, satisfying the conditions for composition of Audit Committee such as at least three directors as members, two third of the members being independent, and the Chairman of the Audit committee is an independent director thus satisfying the conditions for composition of Audit Committee stipulated under Listing Regulations 2015.

Other information relating to Company''s Audit Committee is given separately in Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors 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 shareholders and the Company.

In accordance with the requirements under Section 178 of the Companies Act 2013, the Committee formulated a Nomination and Remuneration Policy to govern the terms of nomination /appointment and remuneration of (i) Directors, (ii) Key Managerial Personnel (KMPs) and (iii) other employees of the Company. The same was approved by the Board at its meeting held on 29 July 2014.

The process of appointing a director / KMPs/ Senior Management Personnel is, that when a vacancy arises, or is expected, the Committee will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the board / company, and the balance of skills added to that of which the existing members hold. The Committee will review the profile of persons and the most suitable person is recommended for appointment by the board. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position. The Committee will ensure that any person(s) who is / are appointed or continues in the employment of the Company as its Director or Key Managerial Person shall comply with the conditions as laid out under the Companies, Act 2013 and Listing Regulations, 2015.

The Remuneration Policy is stated in the Corporate Governance Report. The Policy is also available on the website of Company i.e. http://www.elants.com/beck.india.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board during the Year 2016 has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee for the Year 2015. The evaluation has been carried out on the basis of criteria defined by the Nomination and Remuneration Committee in its meeting 29 July 2014. Independent Directors in their separate meeting held on 25 October 2016 reviewed and evaluated performance of the Board for the Year 2016.

Number of Meetings held

During the year 2016, four Board Meetings and four Audit Committee Meetings were convened and held. Details of the same are given in the Corporate Governance Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Prajot Tungare & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company. The Secretarial Audit Report issued by them is annexed to this report as ‘Annexure A’.

Related Party Transactions

All Related Party Transactions (RPT) entered into by the 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 conflict of interest of the 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 2015 as well as the Rule 6 A of the Companies (Meetings of Board and its Powers) Rules 2014, Audit Committee in its meeting held on 28 October 2015 had granted omnibus approval for the proposed Related Party Transactions to be entered into during the year 2016. Since there are no material Related Party Transactions and also all the transactions with related parties are at arm''s length and are in the ordinary course of business, no transactions need to be reported in AOC - 2.

The Board of Directors of the Company, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015. The Policy as approved by the Board is uploaded and can be viewed on the Company’s website htt://www.elantas.com/beck-india.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Details of Loans, Guarantees and Investment

The Company has not entered into any transaction relating to Loan, Guarantee or Investments which attracts the provisions of Section 186 of the Companies Act, 2013.

Corporate Governance

Report on Corporate Governance and the Auditors'' Certificate thereon, as stipulated under Listing Regulations, 2015, is given separately in this Annual Report.

Vigil Mechanism/Whistle Policy

The Company has established a vigil mechanism named as ''Whistle Blower Policy'' within the Company in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 4 (2)(d)(iv) of the Listing Regulations, 2015.

The policy of such mechanism has been circulated to all employees within the Company, which provides a framework to the employees for guided & proper utilization of the mechanism. The Whistle Blower Policy has been published on the Company''s website htt://www.elantas.com/beck-india.

Corporate Social Responsibility (CSR)

''Inclusive growth is not the sole responsibility of the Government-Private Sector to come forward''.

''Business should supplement Government''s efforts in addressing social challenges faced today''.

The Company is trying to put its best foot forward to live up to this philosophy of ‘Giving back to the Society'' in spirit and intent, by making a positive statement in this direction. As a vigilant and a socially responsible corporate citizen, it has been getting updated itself on the happenings and developments in the changed environment.

Here''s a look at the Projects which the Company undertook with the help of its partnering NGO''s

Projects in Year 2016:

- Partnered with a NGO, Shelter Associates, Pune for construction of 100 toilets under ''One house-one toilet'' project in the nearby slum area in Kate Vasti & Balajinagar Locality- Project completed.

- An initiative in cooperation with Surhud Mandal, for helping over 20 schools run in Pune District for ''Hearing Impaired Children'' by providing support in printing text books for their competitive learning from bringing them into the social mainstream – Project will be complete early next year.

- A dual initiative of supporting education and health and hygiene with the help of a NGO named Vanarai, Pune for Assisting in Village Development in 2 villages viz. Bhivari & Patharwadi in Pune District by ways of providing better educational infrastructure to the Primary School and construction of 125 toilets to make the tenements self-sufficient – 3 year development program.

The Company officials are very strictly monitoring the projects implementation through frequent site visits, meeting officials.

The CSR Policy Statement and Report on the activities undertaken during the year including reasons for lesser spending is annexure to the Board’s Report in Annexure B’.

Risk Management Policy

The Board has established a Risk Management Committee which formalizes the Company''s approach to overview and manage material business risks. The Company has its own Risk Management Manual and Risk Management Policy to identify, assess, monitor and manage key risks across the Company''s business units. Risks and effectiveness of their management are internally reviewed and reported regularly to the Board. The management has reported to the board that the Company''s risk management and internal compliance and control systems are operating efficiently and effectively in all material respects. The board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks.

Internal Financial Controls and its adequacy

The Company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-corruption framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

Subsidiary, Associates and Joint Venture

The Company does not have any Subsidiary or Associate or Joint Venture Company as on date of this Report. Therefore separate Section for Report on the performance and Financial position of Subsidiaries, Associates and Joint Venture Companies is not required.

Extract of Annual Return

The details forming part of Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as ''Annexure C''.

Listing on Bombay Stock Exchange

The Company’s Shares are listed on BSE Ltd.

Directors’ Responsibility Statement

In terms of Section 134 (3)(c) of the Companies Act, 2013, the Directors hereby state that:

a) in the preparation of Annual Accounts for the Year ended 31 December 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013 have been followed along with proper explanation relating to material departures , if any.

b) 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 affairs of the Company at 31 December 2016 and of the profit of the Company for the year ended 31 December, 2016.

c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

e) the Company has proper Internal Financial Controls in place and they are adequate and were operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records & Audit) Amendment Rules 2014, the cost records maintained by the 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 the Company for the financial year 2016 on a remuneration to be fixed by the Members, in the forthcoming Annual General Meeting. Accordingly, a resolution for payment of remuneration to Dhananjay V Joshi & Associates, Cost Accountants, is included in the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year ended 31 December 2015 was filed with the Ministry of Corporate Affairs on 7 June 2016 within the stipulated time mandated in the Companies Cost Records Rules.

Auditors

The Members in its meeting held on 03.06.2016, have appointed Price Waterhouse, Chartered Accountants LLP as the Statutory Auditors of the Company till the conclusion of the Annual General Meeting (AGM)to be held in Y 2017.

On the basis of recommendations of Audit Committee, the Board has appointed Price Waterhouse, Chartered Accountants LLP as the Statutory Auditors of the Company for the remaining period of four years forming part of the first term of five years i.e. up to the conclusion of the Annual General Meeting for the financial year ended 2020, to be held in the year 2021, subject to ratification of the appointment at every intervening Annual General Meeting held after this Annual General Meeting, pursuant to the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Information as required by Section 134(3) (m) of the Companies Act, 2013 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo, is given in Annexure D to this report.

Green Initiative

The Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of its Annual Report and other shareholders'' communication, if any, in electronic format to all those Members whose email address is available with the Company. The Company would also encourage other Members to register themselves for receiving Annual Report and other communication in electronic form. Members are requested to refer the contact details and ways to register the email address given under the heading ‘Request to the Members'' in the Notice of the Annual General Meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013. The internal committee is set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2016.

No. of Complaints received

Nil

No. of Complaints disposed of

N.A.

Particulars of Employees

Details of employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in ''Annexure E‘.

Compliance Certificate

Compliance Certificate pursuant to Regulation 17(8) of the Listing Regulations, 2015 is given in ''Annexure F'' to this Report.

Deposits

Company has not accepted any deposits from public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

Introduction

During the year under review, industrial relations continued to remain cordial. During the year, Company entered into wage settlement agreement with its workmen at Pimpri and Ankleshwar which concluded amicably after due discussions and negotiations. These wage settlement are for a three year period from 1 January 2016 to 31 December 2018 concluded separately for the two sites on the basis of “ Region cum Industry ‘ principle.

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 the Company during the year under review.

1. No material changes or commitments, if any, affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31 December 2016 and the date of this report.

2. No Company has become or ceased to be Subsidiary, Associate, Joint Venture of the Company during the year under review.

3. 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.

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

Acknowledgement

The Board wishes to place on record its appreciation to all employees for their continued contribution to the performance of the Company. The Board would also like to recognize its sincere appreciation to the contribution made by its Members.

For and behalf of the Board

Mumbai Suresh Talwar Ravindra Kumar

21 February 2017 Director Managing Director


Dec 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifty-ninth Annual Report and the Audited Accounts for the financial year ended 31 December 2014.

Financial Highlights (Rs. in lacs)

Year ended Year ended 31.12.2014 31.12.2013

Income from operations 34,992.44 31,522.68

Profit before Interest, Depreciation & Tax 5,062.87 5,016.25

Depreciation 542.17 538.04

Interest 23.98 17.79

Profit Before Tax 4,496.72 4,460.42

Provision for tax 1,336.09 1,285.31

Net Profit 3,160.63 3,175.11

Profit & Loss Account brought forward 4,310.92 6,610.91

Profit available for appropriation 7,471.55 9,786.02

Appropriations:

Proposed dividend 356.75 4,360.23

Tax on Dividend distributed 71.33 797.36

Transfer to General Reserve 316.06 317.51

Carried to Profit & Loss Account 6727.41 4,310.92

7,471.55 9,786.02

Earnings Per Share of Rs.10/- each.

Basic and diluted EPS before extra-ordinary items(not annualized): Rs. 39.87 40.05

Basic and diluted EPS after extra-ordinary items (not annualized): Rs. 39.87 40.05

Performance

The sales at Rs. 34,008.15 lacs for the year ended 31 December 2014 registered 12.2% growth over the sales of Rs. 30,311.52 lacs for the previous year ended 31 December 2013. In terms of sales quantity, the tonnage sold during the year ended 31 December 2014 increased by 8.4% over the previous year. This, alongwith sales price alignments, stronger rupee for most part of the year, also softening of input costs towards end of the year, helped the Company to report better operating profits. The profit before tax, however showed marginal increase of Rs. 36.30 lacs over the profit before tax posted last year, mainly on account of the lower income from investments which were reduced after the payment of dividends last year.

The Profit before Tax and Profit after Tax were Rs. 4,496.72 lacs and Rs. 3,160.63 lacs respectively.

Share Capital

Share Capital Audit as per the directives of the Securities and Exchange Board of India is conducted on a quarterly basis by V.R. Associates, Practicing Company Secretaries. The Share Capital & Audit Reports are duly forwarded to BSE Ltd. where the equity shares of the Company are listed. During the year ended 31 December 2014, there was no change in the issued and subscribed capital of the Company, the outstanding capital as on 31 December 2014 was Rs. 792.77 lacs comprising of 79.28 lacs shares of Rs. 10/- each.

Dividend

The Directors are pleased to recommend a dividend of Rs. 4.50 per equity share of Rs. 10/- each, for the year ended 31 December 2014.

Directors

Mr. Sharadkumar Shetye retired from the position of Executive / Wholetime Director with effect from 27 May 2014. The Directors place on record their appreciation of the valuable contribution of Mr. Shetye during his tenure as the Wholetime director of the Company.

Mr. Martin Babilas and Mrs. Kishori Udeshi were appointed as Additional Directors with effect from 06 May 2014. Both Mr. Babilas and Mrs. Udeshi hold the office upto the date of the ensuing Annual General Meeting. The Directors propose the appointment of Mr. Suresh Talwar and Mrs. Kishori Udeshi as Independent Directors for a period of five years from the date of approval of the Members in the forthcoming Annual General Meeting. The Directors also propose the appointment of Mr. Martin Babilas as a Director, liable to retire by rotation. Dr. Guido Forstbach is liable to retire by rotation, but being eligible, offers himself for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms and conditions of appointment of the Independent Directors are incorporated on the website of the Company at http://www.elantas.com/beck-india.

As per the requirement under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting form part of the Notice of the meeting.

None of the Directors is disqualified from being appointed as or holding office as Directors, as stipulated under Section 274 of the Companies Act, 1956.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

Remuneration Policy

The Board, on recommendation of Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Policy is also available on the website of Company i.e. http://www.elantas.com/beck-india.

Corporate Governance

Report on Corporate Governance and the Auditors'' Report thereon, as stipulated under Clause 49 of the Listing Agreement, is given separately in this Annual Report.

Whistle Blower Policy

The Company has established a vigil mechanism named as Whistle Blower Policy within the Company.

The policy of such mechanism has been circulated to all employees within the Company, which provides a framework to the employees for guided & proper utilization of the mechanism. The Whistle Blower Policy has been published on the Company''s website http://www.elantas.com/beck-india.

Corporate Social Responsibility Committee

The Board has constituted a Corporate Social Responsibility Committee consisting of two Non-Executive Independent Directors Mr. Ranjal Laxmana Shenoy & Mrs. Kishori Udeshi and the Managing Director, Mr. Ravindra Kumar.

The Committee shall formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, in the current year 2015.

Related Party Transactions

All Related Party Transactions (RPT) entered into by the Company during the year under review were at arms'' length basis and in the ordinary course of business. There were no materially significant Related Party Transactions with Parent Company and its subsidiaries, Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict of interest of the Company at large.

All RPT are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature.

The Board of Directors of the Company, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related parties, in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. The Policy as approved by the Board is uploaded and can be viewed on the Company''s website http://www.elantas.com/beck-india.

None of the Directors has any pecuniary relationships or transactions via-a-vis the Company.

Listing on Bombay Stock Exchange

The Company''s shares are listed on BSE Ltd.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due inquiry and on the basis of the information received from the operating management and relying upon the report of the Auditors regarding compliance with the Accounting Standards, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with appropriate explanations relating to material departures.

2. The accounting policies have been consistently applied, and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 December 2014, and the profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records & Audit) Amendment Rules 2014, the cost records maintained by the 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 the Company for the financial year 2015 on a remuneration to be fixed by the Members, in the forthcoming Annual General Meeting. Accordingly, a resolution for payment of remuneration to Dhananjay V Joshi & Associates, Cost Accountants, is included at Item No. 8 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the financial year ended 31 December 2013 which was due for filing on 29 June 2014, was filed with MCA on 27 June 2014.

Auditors

BSR & Co. LLP, Chartered Accountants, Pune, have been appointed as the Statutory Auditors, by the Members of the Company in its Annual General Meeting held on 06 May 2014 to hold office upto the conclusion of the Annual General Meeting to be held in the year 2017. The Board and Audit Committee recommend ratification of the appointment of Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration. The Company has received a letter from retiring Auditors to the effect that their re-appointment, if carried out, would be within the prescribed limits under Section 224 of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Information as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo, is given in Annexure A to this report.

Green Initiative

The Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of its Annual Report and other shareholders'' communication, if any, in electronic format to all those Members whose email address is available with the Company. The Company would also encourage other Members to register themselves for receiving Annual Report and other communication in electronic form. Members are requested to refer the contact details and ways to register the email address given under the heading ''Request to the Members'' in the Notice of the Annual General Meeting.

Sexual Harassment of Women at Workplace

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Compliance on Minimum Public Shareholding

In order to be compliant with the SEBI requirement on minimum public shareholding of 25%, the Promoters, ELANTAS GmbH made in March, 2014 an ''Offer for Sale'' to the public on BSE Ltd., for 269,109 equity shares of Rs. 10 each, aggregating to 3.39% of the total paid up equity share capital of the Company, through Stock Exchange mechanism, which met with success and the shareholding of the Promoters stood reduced from 78.39% to 75%. Thus the Company is compliant with the minimum public shareholding threshold of 25%, pursuant to the provisions of the Securities Contract (Regulations) Rules, 1957 as amended, read with Clause 40 A of the Listing Agreement.

Particulars of Employees

Information to be provided under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure B forming part of this report.

Industrial Relations

During the year under review, industrial relations continued to remain cordial.

Acknowledgments

The Board wishes to place on record its appreciation to all employees for their continued contribution to the performance of the Company. The Board would also like to register its sincere appreciation to the contribution made by its Members.

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated 4 April 2014 clarified that the Financial Statements and the documents required to be attached thereto, the Auditors'' and Board Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, Schedules and Rules made thereunder. Accordingly, the Financial Statement and the Auditors'' Report as aforesaid are prepared as per the requirements of the Companies Act, 1956, and also in compliance with the disclosure requirements of Clause 49 of the Listing Agreement as revised.

For and on behalf of the Board

Mumbai Suresh Talwar Ravindra Kumar 24 February 2015 Director Managing Director


Dec 31, 2013

The Directors have pleasure in presenting the Fifty-eighth Annual Report and the Audited Accounts for the financial year ended 31 December 2013.

Financial Highlights (Rs. in lacs)

Year ended Year ended 31.12.2013 31.12.2012

Income from operations 31,522.68 28,517.24

Profit before Interest, Depreciation & Tax 5,016.25 4,186.91

Depreciation 538.04 474.46

Interest 17.79 10.15

Profit Before Tax 4,460.42 3,702.30

Provision for tax 1,285.31 944.67

Net Profit 3,175.11 2,757.63

Profit & Loss Account brought forward 6,610.91 12,605.69

Profit available for appropriation 9,786.02 15,363.32

Appropriations:

Proposed dividend 4,360.23 7,293.47

Tax on Dividend distributed 797.36 1,183.18

Transfer to General Reserve 317.51 275.76

Carried to Profit & Loss Account 4,310.92 6,610.91

9,786.02 15,363.32

Earnings Per Share of Rs.10/- each.

Basic and diluted EPS before extra ordinary items (not annualized):Rs. 40.05 34.78

Basic and diluted EPS after extra ordinary items (not annualized):Rs. 40.05 34.78

Performance

The sales atRs.3031 Mio. for the year ended 31 December 2013 registered 11 % growth over the sales of Rs. 2732 Mio. for the previous year ended 31 December 2012. In terms of sales quantity, the tonnage sold during the year ended 31 December 2013 increased by 5% over the previous year.

Despite the hardening of raw material prices and weakening of the Indian Rupee, the Company''s margins improved due to efficient sales price management and raw material cost optimizations.

Company''s efforts on reducing costs of its operation and other administrative costs yielded positive results and helped in registering a better profit return, both before and after tax. The Profit before Tax stood at Rs. 446 Mio. and Profit after Tax was reported atRs.370 Mio.

Share Capital

Share Capital Audit as per the directives of the Securities and Exchange Board of India is conducted on a quarterly basis by V.R.

Associates, practicing Company Secretaries. The Share Capital & Audit Reports are duly forwarded to BSE Ltd. where the equity shares of the Company are listed. During the year ended 31 December 2013, there was no change in the issued and subscribed capital of the Company, the outstanding capital as on 31 December 2013 was Rs.79.3 Mio. comprising of 7.93 Mio. shares of Rs. 10/- each.

Dividend

The Directors are pleased to recommend a dividend of Rs. 55/- per equity share of Rs. 10/- each, for the year ended 31 December 2013.

Directors

During the year under review, Mr. Pradeep Mallick resigned from the position of the Director of the Company with effect from 29 April 2013 and Mr. Ranjal Laxmana Shenoy was appointed as an Additional Director with effect from 28 October 2013.

Mr. Rajeev Bhide resigned from the post of Managing Director of the Company with effect from 31 December 2013.

Mr. Ravindra Kumar was appointed as the Managing Director with effect from 01 January 2014.

As per the requirement under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual

General Meeting form part of the Notice of the meeting.

None of the Directors is disqualified from being appointed as or holding office as Directors, as stipulated under Section 274 of the Companies Act, 1956.

Corporate Governance

The Company is committed to have robust governance policies & procedures for maintaining transparency, accountability & integrity in the functioning of the Company. To live up to the same, it has effective management team and adequate financial & human resources in place. With frequent reviews, the Board of Directors supports the Company by lending its expert advice.

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, Report on Corporate Governance and the Auditors'' Certificate regarding compliance of the same form an integral part of this Annual Report.

Change in address of Registered Office of the Company.

The Company''s Registered Office has been shifted from ''Beck House, Damle Path, Off Law College Road, Pune 411004'' to ''147, Mumbai-Pune Road, Pimpri, Pune 411018'' with effect from 22 January 2013.

Corporate Social Responsibility

The Company continued with its efforts in terms of giving back to the society by contributing to certain social causes like:

- Donation of Rs. 5 lakhs to help the re-settlement and welfare of the victims afflicted by unprecedented floods witnessed by Uttarakhand

- Donation of 100 aprons to ITI, Chinchwad

- Donation of desks, benches & bunk beds to child labour rehabilitation school at Hunsur, Dist. Mysore, Karnataka, an initiative taken at the behest of ALTANA AG.

The Company''s employees also in their individual capacities contributed voluntarily to various social causes like:

- Donation of used clothes in a cloth collection drive named ''Vastra Bhet'' planned by ''SWaCH'', an organization which is a wholly owned co-operative of self-employed waste pickers & waste collectors.

- One day salary contribution towards re-settlement and welfare of the victims afflicted by unprecedented floods in Uttarakhand Listing on BSE Ltd.

The Company''s shares are listed on BSE Ltd.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due inquiry and on the basis of the information received from the operating management and relying upon the report of the Auditors regarding compliance with the Accounting Standards, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with appropriate explanations relating to material departures.

2. The accounting policies have been consistently applied, and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 December 2013, and the profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost audit of the accounts to be maintained by the Company with regard to its products. Dhananjay V Joshi & Associates, Cost Accountants, have been re-appointed as Cost Auditors of the Company for the year 2014 in the meeting of Board of Directors held on 26 February 2014, subject to the approval of the Central Government, if required, to conduct an audit of the cost accounting records maintained by the Company. The Cost Audit Report for the financial year ended 31 December 2012 which was due for filing on 29 June 2013, was filed with MCA on 26 June 2013.

Auditors

The Statutory Auditors, BSR & Co. LLP, Chartered Accountants, Pune, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board and Audit Committee recommend the re-appointment of BSR & Co. LLP, as Statutory Auditors of the Company, to hold office as such from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. The Company has received a letter from retiring Auditors to the effect that their re-appointment, if carried out, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, is given in Annexure A to this report.

Green Initiative

The Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of its Annual Report and other shareholders'' communication, if any, in electronic format to all those Members whose email address is available with the Company. The Company would also encourage other Members to register themselves for receiving Annual Report and other communication in electronic form. Members are requested to refer the contact details and ways to register the email address given under the heading ''Request for the Members'' at the end of the Notice of the Annual General Meeting. Sexual Harassment of Women at Workplace

There were no cases of sexual harassment filed during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Compliance on Minimum Public Shareholding

In order to be compliant with the SEBI requirement on minimum public shareholding, necessary steps have been taken by the Company for ''Offer for Sale'' to the public on BSE Ltd., for 269,109 equity shares of f 10 each, aggregating to 3.39% of the total paid up equity share capital of the Company. With the step contemplated, the Company is certain about meeting the compliance of the mandatory requirement of SEBI on minimum public shareholding. Particulars of Employees

Information to be provided under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure B forming part of this report. Industrial Relations

The Company has reached amicable wage settlements with its workmen at Pimpri and Ankleshwar in 2013. These wage settlements, which are for a three years period from 1 January 2013 to 31 December 2015, were negotiated separately for the two sites on the basis of "Region cum Industry" principle. The beneficiary employees at both sites have expressed their satisfaction with the quick and progressive settlement. During the year under review, industrial relations continued to remain cordial. Acknowledgements

The Board wishes to place on record its appreciation to all employees for their continued contribution to the performance of the Company. The Board would also like to register its sincere appreciation to the contribution made by its Members.

For and on behalf of the Board

Mumbai Suresh Talwar Ravindra Kumar

26 February 2014 Director Managing Director


Dec 31, 2012

The Directors have pleasure in presenting the Fifty-seventh Annual Report and the Audited Accounts for the financial year ended31 December2012.

Financial Highlights (Rs. in lacs)

Year ended Year ended 31.12.2012 31.12.2011

Income from operations 28,517.24 27,500.45

Profit before Interest, Depreciation & Tax 4,186.90 4,100.72

Depreciation 474.46 499.80

Interest 10.15 6.82

Profit Before Tax 3,702.29 3,594.10

Provision for tax 944.67 1,120.29

Net Profit 2,757.62 2,473.81

Profit & Loss Account brought forward 12,605.70 10,792.51

Profit available for appropriation 15,363.32 13,266.32

Appropriations:

Proposed dividend 7,293.47 356.75

Tax on Dividend distributed 1,183.18 56.50

Transfer to General Reserve 275.76 247.38

Carried to Profit & Loss Account 6,610.91 12,605.69

15,363.32 13,266.32

Performance

The sales at Rs. 2732 million for the year ended 31 December 2012 registered a 2 % growth over the sales of Rs. 2668 million for the previous year ended 31 December 2011. However, in terms of sales quantity, the tonnage sold during the year ended 31 December 2012 marginally decreased by 0.15% over the previous year.

Cost of inputs continued to rise substantially during the year under review, putting the Company''s contribution margins under severe pressure, as a consequence. The main reasons for this increase were as follows:

a) Increase in procurement rates of raw material;

b) Weakening of the Indian Rupee during the year by 11 % making the Company''s imports dearer; and

c) Huge increases in procurement rates of electricity, fuel and natural gas.

The Company continued making efforts during the year to reduce the aggregate impact of such increases through the use of innovation, R&D & procurement which were moderately successful. However, owing to a contraction of demand for its products arising as a consequence of the economic and manufacturing slowdown last year, the Company was not able to increase its selling prices during the year, to neutralize the adverse impact on its input costs.

The sales volumes were maintained at the same level during the year under review. The Company was able to report a marginal increase in both Profit Before Tax and Profit After Tax.

Dividend

The Directors are pleased to recommend a normal dividend of Rs. 4.50 per equity share and a special dividend of Rs. 87.50 per equity share, of Rs.10/- each, for the year ended 31 December 2012.

Directors

During the year under review, Mr. Prashant Deshpande retired as the Whole time Director of the Company with effect from 09 July 2012 and also resigned from the position of Alternate Director to Dr. Matthias Wolfgruber from that date.

Dr. Wolfgang Schutt resigned from the position of the Director of the Company with effect from 26 October 2012 and Dr. Guido Forstbach was appointed as Additional Director with effect from that date.

Mr. Sharadkumar Shetye ceased to be an Alternate Director to Dr. Wolfgang Schutt with effect from 26 October 2012 and was appointed as Alternate Director to Dr. Guido Forstbach from that date.

Mr. Suresh Talwar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Mr. Pradeep Mallick retires by rotation at the ensuing Annual General Meeting and though eligible, has decided to retire and not offer himself for re-appointment.

As per the requirement under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting form part of the Notice of the meeting.

None of the Directors is disqualified from being appointed as or holding office as Directors, as stipulated under Section 274 of the Companies Act, 1956.

Corporate Governance

Emphasizing on practicing the principles of good Corporate Governance in right earnest & true spirit, has been the motto of this Company throughout. The Board of Directors ensures that the Executive Management of the Company relies on maintaining transparency, accountability and integrity in the functioning of the Company.

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, Report on Corporate Governance and the Auditors Certificate regarding compliance of the same form an integral part of this Annual Report.

Change in address of Registered Office of the Company

The Company''s Registered Office has been shifted from ''Beck House, Damle Path, Off Law College Road, Pune 411004'' to 147, Mumbai-Pune Road, Pimpri, Pune 411018'' with effect from 22 January 2013.

Corporate Social Responsibility

The Company undertook and completed the internal and external painting work for Surhudh Mandal''s "Chinchwad Badhir Mook Vidyalaya", a school imparting education to the deaf and dumb, in the month of December 2012.

The Company''s employees also in their individual capacities contribute voluntarily to various worthy social causes, befitting the culture of this Company.

Listing on Bombay Stock Exchange

The Company''s shares are listed on the Bombay Stock Exchange Limited (BSE).

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due inquiry and on the basis of the information received from the operating management and relying upon the report of the Auditors regarding compliance with the Accounting Standards, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with appropriate explanations relating to material departures.

2. The accounting policies have been consistently applied, and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 December 2012, and the profit for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Cost Audit

Dhananjay V Joshi & Associates, Cost Accountants, have been re-appointed for the year 2013 to conduct an audit of the cost accounting records maintained by the Company.

Auditors

The Auditors, BSR & Co., Chartered Accountants, Pune, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee recommends the re-appointment of BSR & Co., as Auditors of the Company for the year 2013. The Company has received a letter from retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, is given in Annexure A to this report.

Particulars of Employees

Information to be provided under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure B forming part of this report.

Industrial Relations

The Company has reached amicable settlements with its workmen at Pimpri and Ankleshwar in 2013. These wage settlements, which are for a three year period from 1 January 2013 to 31 December 2015, were negotiated separately for the two sites on the basis of" Region cum Industry" principle.

During the year under review, industrial relations continued to remain cordial.

The Board wishes to place on record its appreciation to all employees for their continued contribution to the performance of the Company.

For and on behalf of the Board

Pune Suresh Talwar Rajeev Bhide

27 February 2013 Director Managing Director


Dec 31, 2011

The Directors have pleasure in presenting the Fifty-sixth Annual Report and the Audited Accounts for the financial year ended 31 December2011.

Financial Highlights (Rs.'000)

Year ended Year ended 31.12.2011 31 12.2010

Income from operations 2,749,778 2,576,592

Profit before Interest, Depreciation & Tax 410,072 521,277

Depreciation 49,980 47,621

Interest 682 327

Profit Before Tax 359,410 473,329

Provision for tax 112,029 149,391

Net Profit 247,381 323,938

Profit & Loss Account brought forward 1,079,251 829,169

Profit available for appropriation 1,326,632 1,153,107

Appropriations:

Proposed dividend 35,675 35,675

Tax on Dividend distributed 5,650 5,787

Transfer to General Reserve 24,738 32,394

Carried to Profit & Loss Account1, 260,569 1,079,251

1,326,632 1,153,107 Performance

The sales at Rs.2668 million for the year ended 31 December 2011 registered a 6 % growth over the sales of Rs. 2514 million for the previous year ended 31 December 2010. However In terms of sales quantity, the tonnage sold during the year ended 31 December 2011 has decreased by 3 % over the previous year.

Input costs, showed an unprecedented rise during the year under review, thereby putting the Company's contribution margins under severe pressure.

The combined impact of, the virtually flat sales during the year, significantly higher raw material procurement costs and, a weak economic climate during the year under review, resulted in a marked decrease in Profit Before Tax.

Dividend

The Directors are pleased to recommend a dividend of Rs. 4.50 per equity share, for the year ended 31 December 2011.

Directors

Dr. Matthias Wolfgruber and Mr. Ravindra Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As per the requirement under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting form part of the Notice of the meeting.

None of the Directors is disqualified from being appointed as or holding office as Directors, as stipulated under Section 274 of the Companies Act, 1956.

Corporate Governance

The Company is diligently pursuing for the effective implementation of the Corporate Governance practices and periodical review of these practices is undertaken to ensure that they confirm with the requirements as per the Listing Agreement entered into by the Company.

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, Report on Corporate Governance and the Auditors' Certificate regarding compliance of the same form an integral part of this Annual Report.

Listing on Bombay Stock Exchange

The Company's shares are listed on the Bombay Stock Exchange Limited (BSE).

02 I ELANTAS Beck India Ltd. I Directors' Report I

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due inquiry and on the basis of the information received from the operating management and relying upon the report of the Auditors regarding compliance with the Accounting Standards, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed, along with appropriate explanations relating to material departures.

2. the accounting policies have been consistently applied, and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 December 2011, and the profit for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. the annual accounts have been prepared on a going concern basis. Cost Audit Dhananjay V Joshi & Associates, Cost Accountants, have been re-appointed for the year 2012 to conduct an audit of the cost accounting records maintained by the Company.

Auditors

The Auditors, BSR&Co., Chartered Accountants, Pune, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee recommends the re-appointment of BSR & Co., as Auditors of the Company for the year 2012. The Company has received a letter from retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, is given in Annexure A to this report.

Particulars of Employees

Information to be provided under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure B forming part of this report.

Corporate Social Responsibility

1. The Company sponsored the 'Annual Sale' of handicrafts & creations made by intellectually challenged persons, which was organized by Dilkhush Sheltered Workshop, a Mumbai based NGO, in December 2011. The Dilkhush Sheltered Workshop has been very active for the past two decades in the field of providing rehabilitation and occupational opportunities to such special individuals. The Company's representatives were present on this occasion.

2. A donation was given to a registered charitable organization 'Samavedana' which has been founded with the objective of providing financial aid to underprivileged people in the form of highly subsidized surgical and medical services.

Industrial Relations

The Company had reached amicable settlements with its workmen at Pimpri and Ankleshwar in 2010. These wage settlements, which are for a three year period from 1 January 2010 to 31 December 2012, were negotiated separately for the two sites on the basis of "Region cum Industry" principle.

During the year under review, industrial relations continued to remain cordial.

The Board wishes to place on record its appreciation to all employees for their continued contribution to the performance of the Company.

For and on behalf of the Board

Pune Suresh Talwar Rajeev Bhide

21 February 2012 Director Managing Director


Dec 31, 2009

The Directors have pleasure in presenting the Fifty-fourth Annual Report and the Audited Accounts for the financial year ended 31 December 2009.

Financial Highlights (Rs. Million)

Year ended Year ended 31.12.2009 31.12.2008

Income from operations 2,015.66 1,866.41

Profit before Interest, Depreciation & Tax 498.06 322.12

Depreciation 36.83 32.12

Interest 0.31 0.31

Profit Before Tax 460.92 289.69

Provision for tax 144.72 93.55

Net Profit 316.20 196.14

Profit & Loss Account brought forward 586.33 446.90

Profit Available for appropriation 902.53 643.04 Appropriations:

Proposed dividend 35.68 31.71

Tax on Dividend distributed 6.06 5.39

Transfer to General Reserve 31.62 19.61

Carried to Profit & Loss Account 829.17 586.33

902.53 643.04

Performance

The sales performance at Rs.1949 million for the year ended 31 December 2009 registered a 7.7% growth over the sales performance at Rs.1810 million for the previous year ended 31 December 2008. In terms of sales quantity, the tonnage sold during the year ended 31 December 2009 has increased by 9.2% over the previous year.

The aforementioned growth in sales coupled with an overall improvement in other operational parameters has resulted in a significant increase in Profit Before Tax.

Acquisition of Know-how

During the year under review, the Company acquired from Shimo Resins Private Limited, technical knowhowand the business intangibles in the field of manufacturing filled epoxy and polyurethane resins, hardeners and catalysts used in casting, potting, encapsulating and sealing applications often used in the electrical and electronic component industry.

The absorption and integration of the technology and other business intangibles acquired is well under way and will be fully completed during the year. This will strengthen the knowledge base in resin technology and enable the Company to offer a broader product range to a wider range of customers.

Dividend

The Directors are pleased to recommend a higher dividend of Rs. 4.50 per equity share, for the year ended 31 December 2009, in view of the improved performance of the Company for the said year.

Directors

During the year under review, Mr. Martin Babilas and Dr. Guido Forstbach resigned from the position of the Directors of the Company with effect from 23 March 2009.

Mr. Suresh Talwar resigned as Alternate Director to Dr. Matthias Wolfgruber with effect from 23 March 2009 and was appointed as Additional Director with effect from that date. In the Annual General Meeting held on 1 June 2009, Mr. Suresh Talwar was appointed as a Director of the Company whose period of office was liable to determination by retirement of directors by rotation.

Mr. Prashant Deshpande resigned as Alternate Director to Dr. Wolfgang Schutt with effect from 23 March 2009 and was appointed as Alternate Director to Dr. Matthias Wolfgruber from that date.

Mr. Sharadkumar Shetye ceased to be an Alternate Director to Dr. Guido Forstbach with effect from 23 March 2009 and was appointed as Alternate Director to Dr. Wolfgang Schutt from that date.

Dr. Matthias Wolfgruber and Dr. Wolfgang Schutt retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

As per the requirement under the Listing Agreement, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting form part of the Notice of the meeting.

None of the Directors is disqualified from being appointed as or holding office as Directors, as stipulated under Section 274 of the Companies Act, 1956.

Corporate Governance

The Company is committed to sound corporate governance practices. Good corporate governance, it considers, not only enhances investor trust and confidence but also contributes towards improving the image of the Company in the eyes of employees, suppliers and customers etc. helping it gain a distinct competitive advantage.

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report, Report on Corporate Governance and the AuditorsCertificate regarding compliance of the same form an integral part of this Annual Report.

Listing on Bombay Stock Exchange

The Companys shares are listed on the Bombay Stock Exchange Limited (BSE).

During the year, based on the decision taken and communicated by its Promoter viz. ELANTAS GmbH, Germany, the Company approached BSE for delisting its share from the exchange in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Regulations"), and received its in-principle approval.

Subsequently, bids were invited from public shareholders to participate in the bid process by Reverse Book Building Method in pursuance of the Regulations and the bid process ended on 15 January 2010. However, since the total number of equity shares tendered in the reverse book building process was less than the minimum number of equity shares required to be tendered for the Delisting Offer to be successful, the Delisting Offer failed.

The Company thus continues to remain listed on BSE.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due inquiry and on the basis of the information received from the operating management and relying upon the report of the Auditors regarding compliance with the Accounting Standards, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed, along with appropriate explanations relating to material departures.

2. the accounting policies have been consistently applied, and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31 December 2009, and the profit for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

4. theannual accounts have been prepared on a going concern basis.

Fixed Deposits

During the year under review, the Company has not accepted any Fixed Deposits. Deposits amounting to Rs.3,000 which were lying unclaimed / unpaid for a period of seven years from the date it became due for payment, have been transferred to the Investors Education and Protection Fund (IEPF) established by the Central Government, on 13 April 2009. Asat31 December 2009, the amount of deposits remaining unclaimed is Nil.

Cost Audit

DhananjayVJoshi & Associates, Cost Accountants, have been re-appointed for the year 2010 to conduct an audit of the cost accounting records maintained by the Company in respect of Synthetic Resins and Varnishes.

Auditors

The Auditors, BSR&Co., Chartered Accountants, Mumbai, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee recommends the re-appointment of BSR& Co., as Auditors of the Company for the year 2010. The Company has received a letter from retiring Auditors to the effect that their appointment, if carried out, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, is given in Annexure A to this report.

Particulars of Employees

Information to be provided under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given in Annexure B forming part of this report.

Industrial Relations

During the year under review, industrial relations continued to be cordial.

The Board wishes to place on record its appreciation to all employees of the Company for their continued contribution to the performance of the Company.

Forand on behalf of the Board

Pune Suresh Talwar Rajeev Bhide

16 February 2010 Director Managing Director

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