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Essel Propack Limited
Your Directors are pleased to present their Report on your Companys business operations along with the audited financial statements for the financial year ended on 31 March 2019.
The highlights of the financial results are set out below.
CONSOLIDATED GLOBAL RESULTS
The summary results are set out below.
|Particular||Year ended 31.03.2019||Year ended 31.03.2018|
|Total Income excluding Excise duty||2,73,544||2,45,025|
|Profit Before Depreciation, Finance and Tax (PBDIT) inclusive of other income||52,763||49,123|
|Profit before share of profit/ (loss) from Associate/Joint venture and exceptional items||28,021||26,914|
|Share of profit /(loss) from Associate/Joint venture||532||(104)|
|Profit before exceptional items and tax||28,553||26,810|
|Exceptional items net (loss)/ gain||305||(498)|
|Net Profit for the year attributable to owners of the parent||19,253||17,160|
The Consolidated Total Income exclusive of Excise duty recovery grew year over year by 11.6%, with the Sales and Operating income growing by 11.7%. India sales was affected due to low off-take by a key Customer and changes in relation to packaging for the Pharma industry Weak sales in India on account of lower off take from key customers and lower off take from pharma customers due to changes in regulations for pharma category. Marginal increase in
material costs and operating costs due to strategic capital investments for future growth impacted consolidated operating margin lower by 1.0 pp point at 11.6%. However, Profit before Exceptional items and tax improved by 6.5% over the previous year despite an increase in the depreciation charge on account of new capital investments for supporting the planned business growth. Net profit attributable to the equity holders for the year is 19253 lakhs after taking an exceptional gain of 305 lakhs.
INDIA STANDALONE RESULTS
The summary results are set out below.
|Particular||Year ended 31.03.2019||Year ended 31.03.2018|
|Total income exclusive of excise duty||86,371||85,175|
|Profit Before Depreciation, Interest and Tax (PBDIT) inclusive of other income||19,528||21,174|
|Profit before Tax and exceptional items||9,735||12,168|
|Exceptional items net (loss)/ gain||-||-|
|Net Profit for the year||6,404||8,118|
|Transfer to Debenture Redemption Reserve||0||0|
The Total income exclusive of excise duty recovery for the year has grown by 1.4 % over the previous year. Increase in material cost and higher operating costs on account of the commissioning and ramping up of the Assam Unit, impacted Standalone operating margin lower 2.4 pp to 12.3%. Consequently, in a challenging external environment, India standalone Net profit is lower by 21.1% at 6404 lakhs, compared to 8118 lakhs in the previous year.
REVIEW OF MARKET, BUSINESS AND OPERATIONS
Your Company is the worlds leader in manufacturer of Laminated Plastic tubes. Its operations are spread across the globe - in 11 countries and 20 units.
The wide range of laminates coupled with innovative decoration, closures, dispensers and innovative features are in great demand in the FMCG sector as well as in the Pharma sector the world over.
The Business Development teams in all the regions are working with the C&I division to build their business pipeline. The coordinated efforts on this front have resulted in every region having a strong business pipeline - for cosmetics and pharma products predominantly.
Business dynamics have however changed. Many small local brands have started launching themselves, directly on the e-commerce platform, which has upset the applecart for the established brands, who are now losing market share. They have also had to change strategy - plan for more frequent launches, thereby reducing the shelf life of the product and also require smaller quantities, with high end decoration beingthe differentiator.
In the pharma and food segments, laminated tube format of packaging is increasingly becoming the preferred form of packaging - especially gels, viscous products. The e-commerce platform has brought many new item into the packaging space.
Your Company has invested in technology aimed to facilitate high-end decoration, cater to smaller order quantities within the time frame available. Investments have been made in auto inspection systems to detect errors in printing, tubes with defective side seam, shoulder and orifice etc. Packing of tubes into boxes has been automated. The regions have also been equipped with high-end high precision click printers that enable quick turnaround time.
The units have geared themselves up to take up the challenge owing to new market dynamics. They also have formulated action plans to connect with and get share of the opportunity in the e-commerce space. In short, optimise man and machine and ensure that we deliver on our growth targets.
India accounts for around 31% of your Companys Consolidated Sales. In addition to addressing and overcoming the challenges of the previous year, your Company continued new customer and new product development efforts targeting the pharma and cosmetics categories, as a result of which we have a strong business pipeline. With a view to participating in the opportunity thrown up by FMCG industry growth in the North Eastern States, your Company has set up a custom-built factory near Guwahati, Assam which is a strategic investment, in-line with our stated objective of go and grow with customers.
Your company also commissioned new laminator in Dec 2018 thereby more than doubling the capacity of the laminate.
Exports to markets in South Asia, Middle East and Africa continue to be pursued as a strategy to grow and gain share in the smaller markets which are not viable for a full- fledged manufacturing set up.
Your Board is of the view that India growth story remains intact, and your Company is well positioned to post healthy growth in the months and years to come.
Subsidiaries, Joint Ventures and Associates
Your Company operates out of 10 other countries, besides India, through direct and step-down subsidiaries and one associate. They are divided into 3 regions - EAP, Europe and the Americas. All the 3 regions are now poised to perform well. EAP region has good control over its operation costs and has been successful in getting a bigger share in the non-oral care category as well as premium oral care. They have also met some success in getting a share of the e-commerce business.
In Americas, the additional SHOT line given to them has equipped them to take up additional volumes from existing Customers and also cater too new Customers. Colombia is tracking well now after the initial hiccups post expansion and so is Mexico. We expect the Americas region to meet their growth and profit objectives.
In Europe, one of the Customers having low off take for the first half of the year has resumed full volumes. Russia has been relocated in a more spacious premises, to help it take up huge volumes in the local market. This, together with the business pipeline developed by the region, including for Mystik - hair colourant tubes will help the region meet theirgrowth and profits.
All in all, should be a good year for the Company.
The development at these entities and the markets they operate in are further discussed in the Management Discussion and Analysis (MDA) forming part of this report. The salient features of the financial statements of these subsidiaries and the associate in the prescribed format is attached as a part ofthe audited financial statements.
Details about the subsidiaries, associate etc are given in the annexure / MGT 9.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
(the listing Regulations), consolidated financial statements of the Company and all of its subsidiaries and associate / joint venture, have been prepared for the year under report. The audited Consolidated financial statements along with the auditors report thereon forms part of this Annual report. The consolidated financial statements presented by the Company include the financial results of all its subsidiaries, joint venture and Associate. The audited standalone financial statements of these entities have been reviewed by the Audit Committee and the Board.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management discussion and analysis (MDA) report for the year under review, of the operations and state of the affairs of your Company and all of its subsidiaries, associate or joint venture is given in a separate section of this Annual Report and forms part of this Annual Report.
The Company is committed to maintain highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20,15, a detailed report on Corporate Governance forms part of this Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.
Your Company continues to be on the path of profitable growth. The Companys cash flows and financial position continue to be strong.
Considering the cash requirement for business growth and debt servicing, the Board believe that a steady dividend payout will best serve the interests of the Company and of the shareholders especially those dependent on regular income. Accordingly, your Directors recommend a dividend of 1.25 per equity share of face value of 2 each, for the financial year ending on 31 March 2019 (previous financial year: 2.40 per share of face value of 2 each).
Dividend Distribution Policy of the Company is given as a part of this Report marked as Annexure 1 and also posted in investors section on the Companys website or link, https://www.esselpropack.com/corporate-governance/
During the year under review, the Board of Directors at its meeting held on 26 April 2018 recommended issue of bonus equity shares, in the ratio of one equity share of 2 each fully paid up for every one equity share of the Company held by the shareholders as on record date. The above issue of bonus shares has been approved by the shareholders in the annual general meeting held on 13 June 2018. Consequently, the company allotted 15,71,81,664 equity shares of 2 each fully paid up bonus shares by capitalization of reserves amounting to 3144 Lakhs and accordingly paidup equity share capital has been increased accordingly.
TRANSFER TO RESERVES
Your directors propose to transfer sum of 1000 lakhs out of opening balance standing to the credit of Debenture Redemption Reserve (DRR) to retained earnings thereby keeping balance of 25% of the value of listed debt securities issued and outstanding at the end of the year under report. Hence, no further transfer to DRR is required under the applicable guidelines. There is also no specific statutory requirement to transfer any sum to General reserve in relation to the payment of dividend. Your Directors therefore have not proposed any sum for transfer to Reserves during this year.
FINANCE AND ACCOUNTS
Your Company continued to reduce its financial leverage. The consolidated net debt as at end of FY19 was 49982 lakhs lower by 6376 lakhs compared to previous year end. Financial parameters such as Debt Service Coverage Ratio, Interest Coverage Ratio and Debt Equity Ratio are all at healthy levels both on Standalone and Consolidated basis.
Your Directors are pleased to inform that your Company continues to enjoy CARE AA rating for its NCDs and various long term bank facilities and CARE A1+ rating for its short term bank facilities. The Company is also rated by India Ratings and Research (FITCH Group) who have re-affirmed the Companys long term issuer rating at IND AA and its Commercial Paper rating at IND A1+.
During the year, your Company continued to make successful issues of Commercial papers at competitive interest rates commensurate with its short-term top credit rating. During the year, the Company also redeemed 40 crores of the Non Convertible Debentures (NCDs).
Forex exposures continued to be closely reviewed and appropriately hedged in order to minimize risk to the results.
At the AGM held in the year 20,17, M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, were appointed as Statutory Auditor of the Company for a period of five years. The Companies Amendment Act, 2017 has waive-off the requirement of annual ratification. The Company has received letter from them to the effect that their continuation is within the prescribed limits and confirming that they are not disqualified for such appointment pursuant to the Companies Act, 2013 and applicable statutory provisions.
The observation made in the Auditors Report on the Companys financial statements for the financial year ended on 31 March 2019 are self-explanatory and therefore do not call for any further comments or information.
Pursuant to the provisions of section 204 of the Companies Act, 2013 M/s. D M Zaveri & Co., Practicing Company Secretary (CP No. 4363), have been appointed to undertake the secretarial audit of the Company for the year ended on 31 March 2019. The secretarial audit report forms a part of this Report and is annexed as Annexure 2. The said report does not contain any qualification, adverse remarks or disclaimer.
Company has complied with the Secretarial Standards as applicable to the Company pursuant to the provisions of the Companies Act 2013.
Pursuant to section 148 and applicable provisions of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 20,14, the Company is required to appoint cost auditor for audit of cost records maintained by the Company in respect of the financial year ending 31 March 2020. Your Directors have on the recommendation of the Audit committee, appointed M/s. R Nanabhoy & Co., Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending 31 March 2020. Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. R Nanabhoy & Co., Cost Accountants, is included in the Notice convening the Annual General Meeting, along with relevant details, including the proposed remuneration. The Company has maintained cost accounts and records as per applicable provisions of section 148 of the Act.
DIRECTORS AND KMP
In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Mr. Atul Goel, Director is being retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends his reappointment.
The members of the Company at the AGM held on 13 June 20,18, have approved the appointment of Mr. Ashok Goel as Managing Director of the Company for the period of five years with effect from 21 October 2018 to 30 September 2023 and accordingly he is continuing as Key Managerial Personnel (KMP).
The Board has on the recommendation of Nomination and Remuneration Committee, appointed Mr. Ramesh Chander Gupta as Additional Director on the Board wef 14 March 2019 who shall hold office up to the date of ensuing Annual General Meeting. Accordingly, Directors recommend his appointment as a Director of the Company in the ensuing Annual General Meeting and recommend the members to pass resolution in this respect. Relevant details are given in the AGM Notice and in corporate governance report.
Mr. Boman Moradian, Mr. Mukund Chitale and Ms. Radhika Pereira who have been appointed as independent directors for the first term of five years effective from 9July 2014 to 8 July 2019. Accordingly the firstterm of all three independent directors of the Company is expiring on 8 July 2019. Keeping in view the valuable services and contributions by the above mentioned directors and requirement of the Company, the Board and Nomination and Remuneration Committee recommends to the Shareholders for reappointment of the said three independent directors for another term of five years i.e. from 9 July 2019 to 8 July 2024. Accordingly appropriate resolutions are proposed for approval and necessary details are given in the resolutions and explanatory statement in accompanying Notice of convening the ensuing annual general meeting (AGM Notice or Notice).
All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149 of the Companies Act, 2013 and the Listing Regulations.
Further details of Directors including remuneration, remuneration policy,criteriaforqualification, independence; performance evaluation of the Board, Committees and Directors; meetings, committees and other details are given in the Corporate Governance Report, which is integral part of this Annual and Boards Report. Remuneration policy is posted in investors, corporate governance section on the Companys website or link, www.esselpropack.com and salient features of the same are mentioned in the Corporate Governance Report.
Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance included in this this Annual Report.
Pursuant to the provisions of Section 203 of the Companies Act 20,13, the Key Managerial Personnel of the Company as on 31 March 2019 are Mr. Ashok Goel, Chairman & Managing Director, Mr. Vinay Mokashi, Chief Financial Officer and Mr. Suresh Savaliya, Head - Legal, Company Secretary and Compliance Officer.
During the year, Mr. A.V. Ganapathy, Chief Financial Officer retired from the services of the Company with effect from 13July 2018. The Board of Directors expressed appreciation for the valuable contribution made by Mr. Ganapathy during his tenure with the Company. During the year, Mr. Nikhil Dujari, appointed as a Chief Financial Officer and KMP of the company with effect from 1 August 2018 and he ceased to be a Chief Financial Officer and KMP from 31 August 2018. Mr. Dujari resigned from service of the Company due to his family reason.
During the year, Mr. Vinay Mokashi has been promoted as Chief Financial Officer and KMP ofthe companywith effect from 1 November 2018.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31 March 20,19, the applicable accounting standards have been followed along with proper explanation relating to material departures, ifany;
b) that such accounting policies as mentioned in note 3A to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2019 and of the profit of the Company for the year ended on that date;
c) that 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) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Audit Committee of the Board has been constituted as per the Listing Regulations and section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee are given in Corporate Governance Report which is part of this Report.
Nomination and Remuneration Committee and the Board adopted performance evaluation policy for Board, Committees and Directors with intents to set out criteria, manners and process for the performance evaluation. The policy provides manners to evaluate performance of the Board, committees, independent directors and nonindependent directors. Criteria in this respect includes; Board composition, mix of skill, experience, members participation and role, attendance, suggestions for effective functioning, board process, policies and others. The evaluation process includes review, discussion and feedback from directors.
Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2018-19 has been done following the manner and process as per the policy which includes discussion, feedback and assessment. The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report, which forms part of this Annual Report.
The Companys policy on programmes and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc., management information reports, presentation and other programmes as may be appropriate from time to time. The Policy and programme aims to provide insights into the Company to enable independent directors to understand the business, functionaries, business model and others matters. The said Policy and details in this respect is displayed on the Companys website.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. Thrust areas for CSR include care and empowerment of the underprivileged, education, drinking water project, health and sanitation. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules, reasons and other details are given in the CSR Report as Annexure 3 forming part of this Report.
The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Companys website www.esselpropack.com. The CSR Policy lays down areas of activities, thrust area, types of projects, programs, modes of undertaking projects/ programs, resources etc.
Your Directors are pleased to report that the Companys subsidiaries overseas also give back to the society in their respective geographies through various initiatives on the health, education and other fronts.
LOANS, GUARANTEES AND INVESTMENTS
The Company mainly gives guarantee for its subsidiaries to meet their business needs. Details of loans, guarantees and investments covered under applicable provisions of section 186 of the Act are given in the note 51 to the standalone financial statements.
RELATED PARTY TRANSACTIONS
Arrangements or transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in Form AOC2.
Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 54 to the Standalone Financial Statements.
The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted in investors/corporate governance section on the Companys website or link, https://www.esselpropack.com/wp-content/ uploads/2015/03/Related-Party-Transaction-Policy.pdf
Relations with employees across all the offices and units continued to be cordial. HR policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Your Company had 1237 permanent employees as on 31 March 2019.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 4 (a) and forms part of this Report.
Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 4(b) and forms part of this Report.
EMPLOYEE STOCK OPTIONS
The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia administers and monitors the Employee Stock Option Scheme 2014 (ESOS 2014 or Scheme) of the Company in accordance with applicable SEBI regulations.
The disclosure relating to the Scheme and other relevant details are posted in investors>corporate governance section on the Companys website or link, https://www.esselpropack.com/corporate-governance/. This Scheme does not extend to any of the Directors and Promoters of the Company.
No stock options were granted or vested during the year under report. Out of the stock options vested in the earlier years, 880292 options were exercised during the year and equal number of equity shares of face value 2 each was issued as fully paid up against payment of the stipulated exercise price as per the terms and conditions of the Scheme and the Grant letter.
The relevant details on the options granted and the accounting of their costs are set out in the Notes to the Standalone accounts
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 5 and forms part of this Report.
OTHER INFORMATION / DISCLOSURES
There are no significant material orders passed by the Regulator, Courts or Tribunal which would impact the going concern status of the Company and its future operations.
There have been no material changes and commitments affecting the financial position of the Company, occurred between end of financial year and date of this Report.
In accordance with section 134(3)(a) and section 92(3) of the Act, an extract of the annual return as at 31 March 2019 in Form MGT9 forms part of this Report as Annexure 6.
Annual Return pursuant to applicable provisions of the Act is posted in section of investors, corporate governance on the Companys website or link https:// www.esselpropack. com.
As per applicable provisions of the Listing Regulations, business responsibility report is given herewith and forms part of this Report as Annexure 7.
Wherever applicable, refer the Companys website www.esselpropack.com or relevant details will be provided to the members on written request to the Company Secretary.
The Company has a policy against sexual harassment at work place and constituted Internal Complaints Committee and complied with provisions in this respect as applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on 31 March 2019.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behavior, fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed on the Companys website www.esselpropack.com.
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate Internal Financial Control System, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly.
The Internal Financial control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firms of Chartered Accountants appointed on recommendation of the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of persons.
During the year as part of control assurance process, the financial controls were reviewed by an independent agency in line with the guidelines issued by ICAI on internal financial controls and reported satisfactory in design and operational effectiveness.
The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principal risks that can impact the Companys ability to achieve its strategic and financial objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Annual Report. The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk management committee under the Chairmanship of an Independent Director oversees the risk management process.
Your Company has not accepted any deposits from the public and there are no outstanding deposits as on 31 March 2019.
Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Companys operations include increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors.
Directors wish to place on record their sincere thanks and appreciation to all our customers, suppliers, banks, authorities, members and associates for their co-operation and support at all time and to all our employees for their unstinted contribution to the growth and profitability of your Companys business and look forward to continued support.
|For and on behalf of the Board|
|Essel Propack Limited|
|Chairman & Managing Director|
|7 May 2019, Mumbai|