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EPL Ltd.

BSE: 500135 Sector: Industrials
NSE: EPL ISIN Code: INE255A01020
BSE 00:00 | 03 Dec 201.45 -0.95
(-0.47%)
OPEN

202.50

HIGH

203.40

LOW

200.80

NSE 00:00 | 03 Dec 201.90 -0.75
(-0.37%)
OPEN

200.80

HIGH

203.90

LOW

200.70

OPEN 202.50
PREVIOUS CLOSE 202.40
VOLUME 5469
52-Week high 294.00
52-Week low 192.15
P/E 36.76
Mkt Cap.(Rs cr) 6,363
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 202.50
CLOSE 202.40
VOLUME 5469
52-Week high 294.00
52-Week low 192.15
P/E 36.76
Mkt Cap.(Rs cr) 6,363
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

EPL Ltd. (EPL) - Director Report

Company director report

TO MEMBERS EPL LIMITED

Your directors are pleased to present their report on your company's businessoperations along with the audited financial statements for the financial year ended on 31March 2021.

The highlights of the financial results are set out below. CONSOLIDATED GLOBAL RESULTS

The summary results are set out below.

( Rs in Million)

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Total Income 31061 27747
Profit Before Depreciation Finance Cost 6256 5708
and Tax (PBDIT) inclusive of other income
Finance Cost (429) (556)
Depreciation (2346) (2298)
Profit before share of Profit/ (Loss) from 3481 2854
Associate and exceptional items
Share of Profit /(Loss) from Associate (9) (6)
Profit before exceptional items and tax 3472 2848
Exceptional items net (Loss)/Gain (161) (94)
Tax expense 868 638
Net Profit for the year attributable to owners of the parent 2391 2073

The Consolidated Total Income grew year over year by 11.9% with the Sales andOperating income growing by 12.0%. Despite the pandemic all regions registered healthygrowth. EAP and Europe delivered double digit growth of 25.5% and 13.5% respectively.Further EAP and Europe margins improved to 24.3% (PY 23.0%) and 14.6% (PY 12.8%)respectively. In a difficult year the margins at 19.9% (PY 20.3%) reflects your Company'sability to sustain the margins. Our strategy of growing personal care category shareresulted in the personal care share increasing to 45.9% (PY 44.8%). Consolidated operatingprofit margin improved by 0.3% to 12.3%. Strong operating cash flows prudent capitalallocation and lower interest rates resulted in finance cost lower by 22.8% compared toprevious year. The net profit attributable to the equity holders excluding exceptionalitems of

Rs 2552 Mn for the year grew by 17.8%.

INDIA STANDALONE RESULTS

The summary results are set out below.

Particular Year ended 31.03.2021 Year ended 31.03.2020
Total Income 9552 8832
Profit Before Depreciation Interest and Tax (PBDIT) inclusive of other income 2786 2519
Finance Cost (148) (200)
Depreciation (896) (972)
Profit before Tax and exceptional items 1742 1347
Exceptional items net (Loss)/ Gain -- (94)
Tax Expense (212) (195)
Net Profit for the year 1530 1058

The Total income for the year has grown by 8.2% over the previous year.IndiastandaloneNetprofitexcludingexceptionalitemishigherby32.8%at

Rs 1530 Mn compared to Rs1152 Mn in the previous year. The Company has receivedDividend amounting to Rs 932 Mn from foreign subsidiaries.

REVIEW OF MARKET BUSINESS AND OPERATIONS

Your Company is the world leader in manufacturer of laminated plastic tubes. Itsoperations are spread across the globe in 10 countries and 19 manufacturing units. Ourwide range of laminates coupled with innovative decoration closures dispensers andinnovative features are in great demand across both FMCG and Pharma companies the worldover. Your company received global recognition from the Association of Plastic Recyclers(APR) USA for its Platina tubes with an HDPE closure. Platina is the first fullysustainable and completely recyclable tube in the world including shoulder and cap toget this recognition. It is the only tube to have an integrated shoulder inner barrierliner (IBL) that is also recyclable in the HDPE recycle stream. Platina tubes and capswere also certified as 100% recyclable by RecyClass European Certification for ‘Code2' (recycling) earlier making them the only specialty packaging tubes and caps globallyto be recognized as 100% recyclable. During the year the pandemic continued to disruptsupply chain across a range of industries. Your Company took timely and proactive measuresto ensure safety of its employees operations and uninterrupted services to its customers.The Company continues to monitor the situation carefully and will take appropriate stepsas necessary.

Focused efforts on growing the Personal Care category business continues to pay gooddividends. Personal Care now accounts for 45.9% of tube revenue and this reflects animprovement of 107 basis points in the share of total tube revenue despite the impact ofthe pandemic on Beauty & Cosmetic category. The Pharma Category has been the keydriver. We continue to sustain & strengthen our leadership position in Oral Care.

Prudent capital allocation & spend across the regions has been a key driver in theimprovement of pre tax RoCE by 1.9% to 19.7% versus last year. Net Debt to EBIDTA stood at0.5x.

All regions continue to build a robust business pipeline across all key categories andspecific segments within the categories such as Hair Care Eye Care Hand Creams FaceCare and OTC ointments / gels and Prescription Medicine.

India Standalone

India accounts for around 27% of your Company's Consolidated revenue. Beauty &Cosmetic category was impacted by the Covid-19 pandemic. In this challenging environmentthe revenue from operations grew by 4.6%. In addition to addressing and overcoming thechallenges of the pandemic your Company continues to build on the strong businessdevelopment pipeline to secure the future.

Subsidiaries and Associate

Your Company operates out of 10 other countries besides India through direct andstep-down subsidiaries and one associate. They are divided into 3 regions – EAPEurope and the Americas. The pandemic impacted all regions and subsidiaries during theyear. Despite this EAP and Europe delivered double digit growth of 25.5% and 13.5%respectively. Personal Care share for EAP improved by 5.9% and for Europe by 1.1%.Further EAP and Europe margins improved to 24.3% (PY 23.0%) and 14.6% (PY 12.8%)respectively. Americas revenue grew by 5.4% albeit its margins declined by 3.1%. YourCompany has closed the manufacturing facility in Russia. However the market would beserviced from other plants in Europe.

Business Development Pipeline across regions is very strong with a focus onsubcategories of personal care by applications.

The development at these entities and the markets they operate in are further discussedin the Management Discussion and Analysis (MDA) which forms a part of this report. Thesalient features of the financial statements of these subsidiaries and the associate inthe prescribed format is attached as a part of the audited financial statements.

During the year your company has acquired 72.46% equity shares of Creative Stylo PacksPrivate Limited (CSPL). Accordingly CSPL became the subsidiary of the Company wef 1February 2021. The Company has complied with the applicable provisions of FEMA (Non DebtInstrument) Rules 2019 and applicable laws including filing with Reserve Bank of India.

Details about the subsidiaries associate etc are given in the MGT7 / annual returnwhich is available on the Company's website www.eplglobal.com.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (the Listing Regulations) consolidated financialstatements of the Company and all of its subsidiaries and associate have been preparedfor the year under report. The audited Consolidated financial statements along with theauditors' report thereon forms part of this Annual report. The consolidated financialstatements presented by the Company include the financial results of all its subsidiariesand associate. The audited standalone financial statements of these entities have beenreviewed by the Audit Committee and the Board.

CHANGE OF NAME OF THE COMPANY

The Board of Directors and Shareholders of the Company had approved the change of nameof the Company from ‘Essel Propack Limited' to ‘EPL Limited' and theconsequential amendment to the Memorandum and Articles of Association of the Company. Thename of the Company has changed from ‘Essel Propack Limited' to ‘EPL Limited'with effect from 9 October 2020 vide certificate issued in this respect by the Registrarof Companies Mumbai.

This new name reflects the Company's present business relating to manufacturing ofpackaging tubes and laminates. This new name will be able to utilize the goodwill brandname and reputation of ‘EPL' and the same will also reinforce the brand ‘EPL'.

ACQUISITION

The Board in its meeting held on 12 November 2020 approved the acquisition of CreativeStylo Packs Private Limited (CSPL). The transaction entails purchase of 72.46% stake inCSPL for cash consideration and post-acquisition merger of CSPL with the Company.Accordingly CSPL became the subsidiary of the Company wef 1 February 2021. CSPL is anestablished manufacturer of corrugated boxes laminated tubes plastic co-ex tubes andcaps primarily serving personal care cosmetic pharmaceuticals and FMCG markets in India.With this acquisition the Company plans to make a much stronger play in the beauty andcosmetics categories which are growing rapidly. The richer product portfolio will allow itto serve both existing and new customers better driving both volumes and value. Theacquisition will also boost EPL's plastic tube capabilities which combined with EPL'sstrong equity in laminate tubes gives the company a vibrant platform for growth.

AMALGAMATION BETWEEN EPL LIMITED AND CREATIVE STYLO PACKS PRIVATE LIMITED

The Board of Directors of the Company in its meeting held on 12 November 2020 hasapproved the Scheme of amalgamation between EPL Limited (Transferee Company) with CreativeStylo Packs Private Limited (Transferor Company) pursuant to section 230 to 232 of theCompanies Act 2013. The Appointed date for the Scheme has been fixed on 1 February 2021.The Scheme is subject to necessary statutory / regulatory approvals under applicable lawsincluding approval of the Stock Exchanges and the National Company Law Tribunal. Onreceipt of the approval from the Stock Exchanges the company will file application withNational Company Law Tribunal for seeking its direction for convening meeting of theEquity shareholders for sanction of the scheme. Post approval of the scheme the companywill allot equity shares to the shareholders of Creative Stylo Packs Private Limited asper the scheme of amalgamation.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) report for the year under review thatanalyzes the operations and state of the affairs of your company and all of itssubsidiaries and associate is given in a separate section of this Annual Report andforms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governancealigned with the best practices. Pursuant to applicable provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed report on CorporateGovernance forms a part of this Report. The Company is in compliance with the variousrequirements and disclosures that have to be made in this regard. A certificate from theAuditors confirming compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulations forms a part of the Annual Report.

DIVIDEND

Your Company continues to be on the path of profitable growth. The Company's cash flowsand financial position continue to be strong. Considering the business growth and debtservicing the Board believe that appropriate progressive dividend will best serve theinterests of the Company and of the shareholders. During the year under review the Boardof Directors of the Company in its meeting held on 12 November 2020 declared an interimdividend of Rs 2.05 per equity share of face value of Rs2 each which is paid to theshareholders whose names appeared on the register of members as on 23 November 2020. Inaddition your Directors recommend a final dividend of Rs 2.05 per equity share of facevalue of Rs 2 each for the financial year ending on 31 March 2021. If approved the totaldivided (Interim and Final dividend) for the financial year will be Rs 4.10 per equityshare of face value of Rs 2 each. In previous financial year total dividend declared wasRs 3.30 per equity share of face of Rs 2 each.

Dividend Distribution Policy of the Company is given as a part of this Report marked asAnnexure 1 and also posted in the investors section on the Company's website orlink https://www.eplglobal.com/investors/

TRANSFER TO RESERVES

There is also no specific statutory requirement to transfer any sum to General reservein relation to the payment of dividend. Your Directors therefore have not proposed any sumfor transfer to Reserves during this year.

FINANCE AND ACCOUNTS

Focussed capital allocations strong cash flows from operations and lower interestrates have resulted in significant reduction in finance cost by INR 127 Mn. This reflectsa reduction of 22.8% compared to previous year. The consolidated net debt as at end ofFY21 was INR 3147 Mn (PY INR 2742 Mn) reflects an unchanged net debt to EBIDTA of 0.5xFinancial parameters such as Debt Service Coverage Ratio Interest Coverage Ratio and DebtEquity Ratio are all at healthy levels both on Standalone and Consolidated basis.

Your Directors are pleased to inform that during the year the rating agency CreditAnalysis & Research Limited (CARE) has assigned credit rating "CARE AA" forthe issuance of unsecured redeemable non-convertible debentures of Rs 50 crores withstable outlook. Company continues to enjoy "CARE AA" rating for its long termbank facilities and "CARE A1+" rating for its short term bank facilities withstable outlook. The Company is also rated by India Ratings and Research (FITCH Group) whohave afirmed the Company's long term issuer rating at "IND AA" with positiveoutlook._ The rating agency India Ratings and Research afirmed credit rating to issueCommercial Paper at "IND A1+".

During the year your Company continued to make successful issues of Commercial papersat competitive interest rates commensurate with its short-term top credit rating and alsoissued unsecured redeemable non-convertible debentures at competitive rate of interest.During the year your company has redeemed privately placed rated unsecured redeemablenon-convertible debentures of Rs 50 Crores 500 units of Rs 1000000/- each and has paidtimely interest thereon. Forex exposures continued to be closely reviewed andappropriately hedged in order to minimize risk to the results.

STATUTORY AUDITORS

The observation made in the Auditors Report on the Company's financial statements forthe financial year ended on 31 March 2021 are self-explanatory and therefore do not callfor any further comments or information. At the AGM held on 6 August 2020 M/s. WalkerChandiok & Co LLP Chartered Accountants (Firm registration no. 001076N/N500013) wasappointed as Statutory Auditor of the Company for a term of five years.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act 2013 M/s. D MZaveri & Co. Practicing Company Secretary (CP No. 4363) have been appointed toundertake the secretarial audit of the Company for the year ended on 31 March 2021. Thesecretarial 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 Companypursuant to the provisions of the Companies Act 2013.

COST AUDITORS

Pursuant to section 148 and applicable provisions of the Companies Act 2013 and theCompanies (Cost Records and Audit) Rules 2014 the Company is required to appoint costauditor for audit of cost records maintained by the Company in respect of the financialyear ending 31 March 2022. Your Directors have on the recommendation of the Auditcommittee appointed M/s. R Nanabhoy & Co. Cost Accountants as the Cost Auditor toaudit the cost records for the financial year ending 31 March 2022. Remuneration payableto the Cost Auditor is subject to rati_cation by the members of the Company. Accordinglya resolution seeking members' rati_cation for the remuneration payable to M/s. R Nanabhoy& Co. Cost Accountants is included in the Notice convening the Annual GeneralMeeting along with relevant details including the proposed remuneration. The Company hasmaintained cost accounts and records as per applicable provisions of section 148 of theAct.

DIRECTORS AND KMP

In accordance with the provisions of section 152(6) of the Companies Act and theArticles of Association of the Company Mr. Amit Dixit Non-executive Non IndependentDirector is being retire by rotation at the ensuing Annual General Meeting (AGM) andbeing eligible offers himself for re-appointment. The Board recommends hisre-appointment. A detailed profile of Mr. Amit Dixit with additional information requiredunder Regulation 36(3) of the Listing Regulations and Secretarial standards on GeneralMeetings is provided in the Notice of AGM.

Mr. Sudhanshu Vats was appointed as additional director effective from

16 April 2020. The members of the Company at the AGM held on 6 August 2020 haveapproved the appointment of Mr. Sudhanshu Vats as Managing Director and CEO of the Companyfor the period of five years with effect from 16 April 2020 and accordingly he iscontinuing as Key Managerial Personnel. The Board has appointed Mr. Dhaval Buch asAdditional Director on the Board of the Company wef 19 April 2021 who shall hold office upto the date of the ensuing Annual General Meeting. Accordingly the Board recommends hisappointment as a Director of the Company in the ensuing Annual General Meeting andrecommends the members to pass a resolution in this respect. Relevant details are given inthe AGM Notice and in the corporate governance report.

All the Independent Directors have given the declaration that they meet the criteria ofindependence laid down under Section 149 of the Companies Act 2013 and the ListingRegulations. Every Independent Director of the Company has afirmed that they haveregistered themselves under Independent Director Database and they have passed onlinepro_ciency test as may be required or applicable to them individually. The Company hasreceived the declaration from all the Independent Directors confirming that in terms ofRegulation 25(8) of the Listing Regulations they are not aware of any circumstances orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgement and without anyexternal influence. In terms of Regulation 25(9) of the Listing Regulations the Board ofDirectors has ensured the veracity of the disclosures made under Regulation 25(8) of theListing Regulations by the Independent Directors of the Company. Mr. Qi Yang has resignedfrom the post of Non-executive Non-Independent Director of the Company with effect from 19April 2021 due to his personal commitments. The Board places on record its appreciationfor the contributions and support made by Mr. Qi Yang.

Mr. Amit Jain has resigned from the post of Non-executive Non-Independent Director ofthe Company with effect from 26 April 2021 due to his personal commitments. The Boardplaces on record its appreciation for the valuable contributions and support made by Mr.Amit Jain. Further details of Directors including remuneration remuneration policycriteria for qualification independence performance evaluation of the Board Committeesand Directors meetings committees and other details are given in the CorporateGovernance Report which is an integral part of this Annual and the Board's Report.Remuneration policy is posted in investors corporate governance section on the Company'swebsite or link https://www.eplglobal.com/investors/ and salient features of the same arementioned in the Corporate Governance Report.

Five meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance included in this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act 2013 as on the date ofthis report the Key Managerial Personnel of the Company are Mr. Sudhanshu Vats ManagingDirector and CEO Mr. Parag Shah Chief Financial Officer and Mr. Suresh Savaliya Head– Legal Company Secretary and Compliance Officer. Mr. Vinay Mokashi wholetimeDirector and KMP has resigned wef 15 April 2020.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a) that in the preparation of the annualfinancial statements for the year ended 31 March 2021 the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;b) that such accounting policies as mentioned in note 2 to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31 March 2021 and of the profit of the Company for the year ended on thatdate; c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have been prepared on a goingconcern basis; e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted as per the Listing Regulations andsection 177 of the Companies Act 2013. Constitution meetings attendance and otherdetails of the Audit Committee are given in Corporate Governance Report which is part ofthis Report.

PERFORMANCE EVALUATION

Nomination and Remuneration Committee and the Board adopted performance evaluationpolicy for Board Committees and Directors with intents to set out criteria manners andprocess for the performance evaluation. The policy provides manners to evaluateperformance of the Board committees independent directors non-independent directors andchairman. Criteria in this respect includes; Board composition mix of skill experiencemembers' participation and role attendance suggestions for effective functioning boardprocess policies and others. The evaluation process includes review discussion andfeedback from directors and rating on questionnaires through online software based system.Evaluation of Performance of the Board its committees every Director and Chairpersonfor the financial year 2020-21 has been done following the manner and process as per thepolicy which includes discussion feedback assessment and rating on questionnaires. Themanner in which the evaluation has been carried out has also been explained in theCorporate Governance Report which forms part of this Annual Report.

FAMILIARIZATION PROGRAMMES

The Company's policy on programmes and measures to familiarize Independent Directorsabout the Company its business updates and development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programmes as may be appropriate from time to time. ThePolicy and programme aims to provide insights into the Company to enable independentdirectors to understand the business functionaries business model and others matters.The said Policy and details in this respect is displayed on the Company's website www.eplglobal.com.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its Corporate Social Responsibility (CSR) initiative the Company hasundertaken CSR projects and programs. Thrust areas for CSR include care and empowerment ofthe underprivileged education drinking water project promoting of sports in ruralareas. 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 activitiesand the amount spent during the year as required under section 135 of the Act and therelated Rules reasons and other details are given in the CSR Report as Annexure 3forming part of this Report. The Company has framed a CSR Policy in compliance with theprovisions of the Act and the same is placed on the Company's website https://www.eplglobal.com/The CSR Policy lays down areas of activities thrust areas types of projects programsmodes of undertaking projects/ programs resources etc.

Your Directors are pleased to report that the Company's subsidiaries overseas also giveback to the society in their respective geographies through various initiatives on thehealth education and other fronts.

The Company is extending all possible support to the affected people during the Covid19crisis. The Company is distributing ration food and in-kind support to the needyfamilies. Keeping in view the necessity the Company has launched the "EPL Covid19Program" to meet the basic needs of the needy who are affected and deprived of theessentials during this lockdown. The Company has distributed food and ration bags to theneedy in the vicinity area of its factories located in Gujarat Maharashtra HimachalPradesh Goa and Assam. The ration bags distributed to the needy are mainly to themigrated labours daily wage workers tribals and villagers and those who have beenaffected the most because of the lockdown. We at EPL have tried to reach them and helpthem to the extent we could. The Company has also contributed to relief funds and NGOs tohelp the needy who have been affected due to pandemic and lockdown.

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 ofsection 186 of the Act are given in the note 49 to the standalone financial statements.

RELATED PARTY TRANSACTIONS

Arrangements or transactions entered by the Company during the financial year withrelated parties were on an arm's length basis and in the ordinary course of business. Allrelated party transactions are placed for approval before the Audit Committee and alsobefore the Board wherever necessary in compliance with the provisions of the Act andListing Regulations. During the year the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material inaccordance with the policy of the Company on material related party transactions or undersection 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 ListingRegulations and Indian accounting standards are given in note 51 to the standalonefinancial statements.

The policy on dealing with the Related Party Transactions including determiningmaterial subsidiaries is posted in investors/corporate governance section on the Company'swebsite or link https://www. eplglobal.com/investors/

HUMAN CAPITAL

Relations with employees across all the offices and units continued to be cordial. HRpolicies of the Company are focused on developing the potential of each employee. Withthis premise a comprehensive set of HR policies are in place aimed at attractingretaining and motivating employees at all levels. Your Company had 1154 permanentemployees as on 31 March 2021.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration 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 withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure 4(b) and forms part of this Report.

EMPLOYEE STOCK OPTIONS

The Employee Stock Option Scheme 2020 (ESOS2020) was approved by the Board of Directorson 22 May 2020 and by the Shareholders by Postal Ballot on 1 July 2020 for the employeesof the Company and its subsidiaries.

The Nomination and Remuneration Committee of the Board of Directors (NRC) of theCompany inter alia administers and monitors ESOS2020 of the Company in accordance withapplicable SEBI regulations. On 17 August 2020 the Nomination and Remuneration Committeeof the Company has approved the grant of 3836099 Options to the eligible employees ofthe Company and its subsidiaries convertible into an equal number of equity shares of facevalue of Rs 2 each. The disclosure relating to the Scheme and other relevant details areposted in investors>corporate governance section on the Company's website or linkhttps://www.eplglobal.com/investors/ The Scheme shall not extend to any Promoter or thosebelonging to the Promoters Group or to any Director who either by himself or through hisrelatives or through any body corporate directly or indirectly holds more than 10% of theoutstanding equity shares.

The relevant details on the options granted and the accounting of their costs are setout in the Notes to the Standalone accounts.

Under erstwhile Employee Stock Option Scheme 2014 (ESOS 2014) 114666 options wereexercised during the year and equal number of equity shares of face value Rs2 each wereissued as fully paid up against payment of the stipulated exercise price as per the termsand conditions of the Scheme and the Grant letter.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividends of Rs 808119/-. Further 33680corresponding shares on which dividends were unclaimed for seven consecutive years weretransferred as per the requirements of the IEPF Rules. Year-wise amounts of unpaid /unclaimed dividends lying in the unpaid account upto the year and the correspondingshares which are liable to be transferred are provided in the Shareholder InformationSection of Corporate Governance Report and are also available on our website athttps://www.eplglobal.com/

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure 5and forms part of this Report.

ENVIRONMENT SOCIAL AND GOVERNANCE (ESG)

For us at EPL ESG (Environment Social & Governance) is an area of holistic focus.The environment is crucial to us and we have been working meticulously for several yearsto build a strong culture of sustainability within the Company. We participate in manyprograms like Eco Vadis and CDP. We also drive several customer-specific initiatives andmeasurements around CO2 emissions social responsibility etc. EPL has also startedpublishing its Annual Sustainability Report from 2020 onwards wherein we declare all ourinitiatives including performance and future plans. We intend to make public ourcommitments through widely accepted sustainability programs that are designed in line withthe climate-change goals of the world.

EPL's focus on sustainability is holistic- including Product Process and PeopleSustainability.

On Product Sustainability our Platina range of tubes contribute significantly towardsthe circular economy we also focus on our responsibility as extended producers throughvarious initiatives like PCR and PIR.

On Process Sustainability we focus on CO2 emission reduction programs driven througha company-wide initiative that targets renewable energy wastage reductionandfirecyclability in order to achieve carbon-neutrality within defined goals andtimelines.

EPL is also focused on people-practices such as ethics labour and human rights; whilstfollowing SEDEX guidelines. Our CSR initiative "Greening Lives" focuses ondriving positive change for stakeholders around our factories with initiatives aroundwaste management and skill development. All these are measured & monitored through aninternationally accepted measurement standard of sustainability - GRI metrics.

As a company EPL is taking next-level steps towards ESG-based reporting. We areexploring new ideas such as working with UN-recommended Sustainability Development Goals(SDGs) with a view to protect our planet. Going forward ESG-based reporting would alsoencompass policy disclosures ESG evaluation frameworks and reporting.

Business Responsibility Reporting

As per applicable provisions of the Listing Regulations business responsibility reportis given herewith and forms part of this Report as

Annexure 6.

OTHER INFORMATION / DISCLOSURES

There are no significant material orders passed by the Regulator Courts or Tribunalwhich 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 ofthe 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 annual return asat 31 March 2021 in Form MGT7 is posted on website of the Company.

Annual Return pursuant to applicable provisions of the Act is posted in section ofinvestors corporate governance on the Company's website or linkhttps://www.eplglobal.com/

Wherever applicable refer the Company's website https://www.eplglobal. com/ orrelevant details will be provided to the members on written request to the CompanySecretary.

The Company has a policy against sexual harassment at work place and has constituted anInternal Complaints Committee and complied with the provisions in this respect asapplicable under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. There was no complaint received from any employee during the yearnor any complaint remains outstanding for redressal as on 31 March 2021. There was nocomplaint pending to resolve as at 31 March 2020.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a whistle blower policy laying down a vigil mechanism to deal withinstances of unethical behaviour fraud or mismanagement. The said policy has beenexplained in the corporate governance report and also displayed on the Company's websitehttps://www.eplglobal.com. Contact details in relation to whistle blower policy isposted on the Company's website.

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate Internal Financial Control System to ensure thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand the transactions are authorized recorded and reported correctly.

The Internal Financial Control is exercised through documented policies guidelines andprocedures. It is supplemented by an extensive program of internal audit conducted by inhouse trained personnel and external firms of Chartered Accountants appointed onrecommendation of the Audit Committee and the Board. The audit observations and correctiveaction if any taken thereon are periodically reviewed by the Audit committee. InternalFinancial control is designed to ensure that the financial and other records are reliablefor preparing financial statements and other data and for maintaining accountability ofpersons.

During the year as part of control assurance process the financial controls werereviewed by an independent agency in line with the guidelines issued by ICAI on internalfinancial controls and reported satisfactory in design and operational effectiveness.

RISK MANAGEMENT

The Company has laid down a well-defined risk management mechanism covering the riskmapping and analysis risk exposure potential impact and risk mitigation measures.Exercise is being carried out to identify evaluate manage and monitor the principalrisks that can impact the Company's ability to achieve its strategic and financialobjectives. Whenever necessary the Board reviews the risks and suggests steps to be takento control and mitigate the same through the appropriate framework. Details on the riskelements which the Company is exposed to are covered in the Management Discussion andAnalysis which forms a part of this Annual Report. The Company has framed a RiskManagement Policy to identify and assess the key risk areas monitor and report complianceand effectiveness of the policy and procedure.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and there are no outstandingdeposits as on 31 March 2021.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion and Analysis may be forwardlooking within the meaning of the applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Certain factors thatcould affect the Company's operations include increase in price of inputs availability ofraw materials changes in government regulations tax laws economic conditions and otherfactors including Covid-19.

APPRECIATION

Directors wish to place on record their sincere thanks and appreciation to all ourcustomers suppliers banks authorities members and associates for their co-operationand support at all time and to all our employees for their unstinted contribution to thegrowth and profitability of your Company's business and look forward to continued support.

For and on behalf of the Board
EPL Limited
Sudhanshu Vats Sharmila Abhay Karve
20 May 2021 Mumbai Managing Director & CEO Director

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