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Essel Propack Ltd.

BSE: 500135 Sector: Industrials
BSE 00:00 | 18 Jul 111.55 7.00






NSE 00:00 | 18 Jul 111.70 7.15






OPEN 106.00
VOLUME 38975
52-Week high 158.50
52-Week low 102.50
P/E 43.92
Mkt Cap.(Rs cr) 3,508
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 106.00
CLOSE 104.55
VOLUME 38975
52-Week high 158.50
52-Week low 102.50
P/E 43.92
Mkt Cap.(Rs cr) 3,508
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Essel Propack Ltd. (ESSELPACK) - Director Report

Company director report

To Members

Essel Propack 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 31

March 2018.

Your Company has posted healthy financial results both in India and in Globaloperations. The highlights of the financial results are set out below.


The summary results are set out below.

(Rs. in lakhs)

Particular Year ended 31.03.2018 Year ended 31.03.2017
Total Income 247279 242324
Total Income excluding 245025 233759
Excise duty
Profit Before Depreciation Finance and Tax (PBDIT) inclusive of other income 49112 45719
Finance cost (5491) (5812)
Depreciation (16707) (14148)
Profit before share of profit/ (loss) from Associate/Joint venture and exceptional items 26914 25759
Share of profit /(loss) from
(104) 105
Associate/ Joint venture
Profit before exceptional items and tax 26810 25864
Exceptional items net (loss)/ gain (498) 1565
Tax expense (8891) (7869)
Net Profit for the year attributable to owners of the parent 17160 19032

The Consolidated Total Income exclusive of Excise duty recovery grew year over year by4.8% with the Sales and Operating income growing by 5.3% helped by the acquisition of100% stake in the German tubing joint venture with effect from 30 September 2016. Weaksales in

India in the wake of transition to the GST regime effective 1 July 2017 and lower thanforecast offtake by customers in Europe majorly impacted the Sales growth this year.

Improved material costs and and operating cost control measures helped improve theConsolidated Operating margin by 30 bps to 12.6%. Consequently Profit before Exceptionalitems and tax improved by

3.7% over the previous year despite an increase in the depreciation charge on accountof new capital investment in the previous year for supporting the planned business growth.Net profit attributable to the equity holders for the year is Rs. 17160 lakhs after takingan exceptional charge of Rs. 498 lakhs on account of liquidation of an overseassubsidiary. It may be noted that in the previous year there was a net exceptional gain ofRs. 1565 lakhs. Exclusive of the exceptional items the Net profit for the year underreport was marginally higher compared to the previous year.


The summary results are set out below.

(Rs. in lakhs)

Particular Year ended 31.03.2018 Year ended 31.03.2017
Total Income 87429 90068
Total income exclusive of excise duty 85175 81503
Profit Before Depreciation Interest and Tax (PBDIT) inclusive of other income 21174 17770
Finance cost (2140) (2322)
Depreciation (6866) (6021)
Profit before Tax and exceptional items 12168 9427
Exceptional items net (loss)/ gain - -
Tax Expense (4050) (2916)
Net Profit for the year 8118 6511
Appropriations - -
Transfer to Debenture 0 750
Redemption Reserve

GST regime kicked off in India effective 1 July 2017. Prior to this date the Sales andoperating income included the excise duty recovery as mandated by the IND AS. Post thisdate there is no excise duty having been subsumed by the GST and the GST recovery is notto be included in the Sales and Operating income as per the IND AS. Consequently thereported Total income for the year is seen lower than the previous year. The Total incomeexclusive of the excise duty recovery for the year however has grown by 4.5% over theprevious year. Weak demand from the customers in the wake of transition to the GST regimeis the key reason for the Sales growth to be subdued in India. On the efficiencies otherhand improved material cost and and lower operating costs as compared to the previousyear helped in improving the Standalone operating margin by 220 bps to 14.7%.Consequently in a challenging external environment your Company's standalone Net profithas grown strongly by 24.7% to Rs. 8118 lakhs compared to Rs. 6511 lakhs in theprevious year.


Your Company is a leading manufacturer globally of Laminated Plastic Tubes andLaminates. Its products are extensively used in the packaging of products acrosscategories such as Beauty & Cosmetics Pharma

& Health Foods Home and Oral care. The FMCG and Pharma industry which yourCompany serves continue to offer much growth opportunity for your Company. In the evolvedmarkets of Europe USA and Japan the

FMCG sector continues to innovate several new life-style products in the Beauty careand Wellness categories. Beauty care products such as Anti-Ageing creams Beauty BalmsComplexion Correction creams Hair colorants cosmetic/ therapeutic toothpastes needvibrant and premium looking tube packaging to help them stand out in shop floor shelf andattract the increasingly discerning and demanding consumer in a competitive market. In theemerging markets such as India China Far East and Latin America the per capita usage ofFMCG products is fast expanding helped by fast increasing disposable income growing youthpopulation rapid growth of modern retail/e-tail and the general aspiration of theconsumer to look and feel good. The demand for pharma product too is buoyed by theincreasing life expectancy growth of generics and "health for all" programmespromoted by Governments/NGOs.

Your Company as a global supplier of innovative tube packaging solutions for productsin the paste/cream/ gel forms continues to benefit from this growth in the FMCG/Pharmaspace by leveraging its scale global manufacturing and marketing presence and proveninnovation/ technology capability. Besides the sector growth of FMCG/Pharma brands yourCompany is also driving to establish its new generation laminated tubes as a superiorvalue packaging format as compared to extruded plastic and aluminium fledged tubesbottles and tottles used by many Cosmetics Food and Pharma brands. This adjacent spaceopens up even larger value opportunity for your Company to grow and gain share. In a sensetherefore your Company's growth potential is not capped by just the underlying seculargrowth in the FMCG/Pharma space.

Rather there are multiple propellers for your Company to drive a healthy double digittop line and bottom line growth in the coming years.

India Standalone

India accounts for around 35% of your Company's Consolidated Sales. Your Company havingpioneered laminated tube solutions in this country since the early 80's continues toenjoy a massive franchise in India among the FMCG/ Pharma brands. The Customer portfoliospanning Indian and MNC players mass and niche established and new continues to expand.

The year under report however was challenging in India. from Sales growth stand point.It will be recalled that during the previous year your Company had to contend with reducedcustomer demand following the Demonetisation announced in November 2016. With the GSTregime kicking off from 1 July 2017 there were further uncertainties among your Company'scustomers and their Supply and Distribution partners. This led to contraction of demandand a shrinkage of the pipeline inventory all through the year under report. Consequentlythe Revenue growth in India remained muted. Your directors believe that GST is a welcometax reform which will make for ease of doing business and promote economic growth over thelong term. As the market constituents stabilize and align their processes the Indiagrowth story should take over once more.

Nevertheless new Customer development activity was sustained targeting the non oralcare categories. Further with a view to seizing market opportunities provided by the FMCGindustry growth in the North Eastern States your Company is setting up a new factory nearGuwahati for manufacture and sale of tubes to nearby customers. Operations in the newlycommissioned factory at village Dhanoli (Vapi) in Gujarat have now been stabilised. Duringthe year the caps & closure manufacturing also got commissioned in-house at theDhanoli (Vapi) site with an eye on material cost savings and faster response time tocustomer demand. With all this the scale benefits from the consolidation of productionsites in the Western India have started accruing to your Company.

Exports to markets in South Asia Middle East and Africa continue to be pursued as astrategy to grow and gain share in the smaller markets which are not viable for a full-manufacturing set up.

Your Board is of view that India growth story remains intact and your Company is wellpositioned to post healthy growth in the months and years to come.

Subsidiaries Joint Ventures and Associates

Being a global player in laminated tubes your Company has manufacturing and marketingpresence in eleven other countries through its direct and step down subsidiaries and anassociate.

All these subsidiaries / associate continue to work closely with customers to growtheir business with product offerings relevant to their respective markets. During theyear the new factory in Colombia was stabilized and a number of measures taken to improveits performance.

Consequently the Colombian subsidiary significantly improved its Operating profitcompared to the previous year. However adverse currency movement caused the subsidiary topost loss for the year albeit 26% lower than the previous year. With improved sales thesubsidiary should turn around in the next year. The Russian subsidiary posted a small lossduring the year impacted by lower offtake. All other operating subsidiaries posted profitduring the year. The Associate company in Indonesia posted a loss on account of costincreases and an exceptional charge.

Considering the prospects and huge size of the non oral care category market in thevarious countries your Company operates and the disruptive nature of the packagingsolutions that your Company has been introducing the Board expects the overseassubsidiaries to post sustained profitable growth.

The development at these entities and the markets they operate in are further discussedin the Management Discussion and Analysis (MDA) forming part of this report.

The salient features of the financial statements of these subsidiaries and theassociate in the prescribed format is attached as a part of the audited financialstatements.

During the year a subsidiary in Egypt having ceased operations was liquidated and theproceeds distributed amongst the shareholders. Consequently an exceptional charge of Rs.498 lakhs has been considered in the Consolidated Financial statements as detailed in Note44 to the Consolidated accounts. Lamitube Hongkong Ltd. another step down subsidiary wasderegistered during the year having ceased to do business. Further details about thesubsidiaries associate etc. are given in MGT9.


In compliance with the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 (the Listing Regulations) consolidatedfinancial statements of the Company and all of its subsidiaries and associate / jointventure have been prepared for the year under report. The audited

Consolidated financial statements along with the auditors' report thereon forms part ofthis Annual report. The consolidated financial statements presented by the Company includethe financial results of all its subsidiaries joint venture and Associate. The auditedstandalone financial statements of these entities have been reviewed by the AuditCommittee and the Board.


The Management discussion and analysis (MDA) report for the year under review of theoperations of your Company and all of its subsidiaries associate / joint venture is givenin 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 alignedwith the best practices. Pursuant to applicable provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed report on CorporateGovernance forms 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 stipulated under the Listing Regulations forms part of the Annual Report.


Your Company continues to be on the path of profitable growth. The Company's cash flowsand financial position continue to be strong.

Considering the cash requirement for business growth and debt servicing the Boardbelieve that a steady dividend payout will best serve the interests of the Company and ofthe shareholders especially those dependent on regular income. Accordingly your Directorsrecommend a dividend of Rs. 2.40 per equity share of face value of Rs. 2 each forthe financial year ending on 31 March 2018 (previous financial year: Rs. 2.40 per share offace value of Rs. 2 each).

Further your Directors are pleased to note that the sustained strong performance ofyour Company has created value to its shareholders as seen from its market capitalization.With a view to encouraging even more participation of small investors by making the shareprice affordable your directors have approved an issue of bonus equity shares in theratio of 1:1 i.e. one bonus equity share for every one equity share held by theshareholders subject to approval by members at the forthcoming AGM. Dividend DistributionPolicy of the Company is given as a part of this Report marked as Annexure 1 and alsoposted in investors section on the Company's website or link


A sum of Rs. 2250 lakhs is already standing to the credit of Debenture RedemptionReserve (DRR) representing 25% of the value of listed debt securities issued andoutstanding at the end of the year under report. Hence no further transfer to DRR isrequired under the applicable guidelines. There is also no specific statutory requirementto transfer any sum to General reserve in relation to the payment of dividend. YourDirectors therefore have not proposed any sum for transfer to Reserves during this year.


Your Company continued to reduce its financial leverage and the finance cost byenhancing capital productivity and improving cash generation. Financial parameters such asDebt service cover ratio Interest cover ratio Debt Equity ratio are all at healthylevels and show further improvement over the previous year both on Standalone andConsolidated basis.

Your directors are pleased to inform that your Company continues to enjoy CARE AArating for its NCDs and various long term bank facilities and CARE A1+ rating for itsshort term bank facilities. The Company is also rated by India

Ratings and Research (FITCH Group) who have re-affirmed the Company's long term issuerrating at IND AA and its Commercial Paper rating 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. Duringthe year the Company also redeemed Rs. 50 crores of the Non Convertible Debentures (NCDs)issued in the year 2015 by exercising the call option and further exercised call optionin respect of the balance Rs. 40 crores of the 2015 issue for redemption in April 2018. Afresh issue of unsecured NCDs of value Rs. 50 crores was made in December 2017 which areredeemable at the end of three years.

Forex exposures continued to be closely reviewed and appropriately hedged in order tominimize risk to the results.


At the AGM held in the year 2017 M/s. Ford Rhodes Parks & Co. LLP CharteredAccountants were appointed as Statutory Auditor of the Company for a period of 5years. As required by the Companies Act provisions in force their appointment has to beratified at each AGM. The Company has received letter from them to the effect that theirappointment is within the prescribed limits disqualified and confirming that they are notfor such appointment pursuant to the Companies Act 2013 and applicable statutoryprovisions.

Accordingly the Audit Committee and Board of the Company have considered and recommendto the members the of their appointment as Statutory auditor of the Company at the ensuingAnnual General Meeting.


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 undertakethe secretarial audit of the Company for the year ended on 31 March 2018. The secretarialaudit 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.


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 financial year ending 31 March 2019. Your Directors have onthe recommendation of the Audit committee appointed M/s. R Nanabhoy & Co. CostAccountants as the Cost Auditor to audit the cost records for the financial year ending31 March 2019. Remuneration ratification payable to the Cost Auditor is subject to by themembers of the Company. Accordingly a resolution seeking members' for the remunerationpayable to M/s. R Nanabhoy & Co. Cost Accountants is included in the Noticeconvening the Annual General Meeting along with relevant details including the proposedremuneration.


In accordance with the provisions of section 152(6) of the Act and the Articles ofAssociation of the Company Mr. Ashok Goel Director is proposed to retire byrotation at the ensuing Annual General Meeting (AGM) and being eligible offers himselffor re-appointment. The Board recommends his re-appointment.

The members of the Company at the AGM held on 9 July 2013 have approved theappointment of Mr. Ashok Goel as Vice Chairman and Managing Director of the Company forthe period of years with effect from 21 October 2013 and also approved payment of hisremuneration.

The Nomination and Remuneration Committee Audit Committee and Board of Directors ofthe Company have recommended the reappointment of Mr. Ashok Goel as Managing Director ofthe Company upon expiry of the said five years period for another term as mentioned inthe Resolution seeking Members' approval at the ensuing AGM. Necessary informationincluding the applicable terms and conditions and the proposed remuneration is given inthe said Resolution and the explanatory statement included in the Notice convening thenext AGM.

Details about the directors are given in the accompanying Notice of AGM and CorporateGovernance Report.

All the Independent Directors have given declarations that they meet the criteria ofindependence laid down under Section 149 of the Companies Act 2013 and the ListingRegulations.

Further details of Directors including remuneration policy criteria forqualification independence; performance evaluation of the Board Committees andDirectors; meetings committees and other details are given in the Corporate GovernanceReport which is integral part of this Annual and Board's Report.


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 annual financial statements for the year ended 31March 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b) that such accounting policies asmentioned in note 3A to the Financial Statements have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31 March 2018and of the profit of the Company for the year ended on that date; c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) that theannual financial statements have been prepared on a going concern basis; e) that properinternal financial controls were in place and that the financial controls were adequateand were operating f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively


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.


The Board has carried out the annual evaluation of its own performance and of each ofthe directors individually including the Independent Directors and Chairman as well ofthe working of its committees. The manner in which the evaluation has been carried out hasbeen explained in detail in the Corporate Governance Report which forms part of thisAnnual Report.


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.


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 health and environment and sanitation. These activitiesare in accordance with CSR activities as defined under the Act.

The Company has a CSR Committee of Directors. Details about the Committee CSRactivities and the amount spent during the year as required under section 135 of the Actand the related 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 the provisions of the Act andthe same is placed on the Company's website The CSR Policy lays downareas of activities thrust area types of projects programs modes of undertakingprojects/ programs resources etc.

Your directors are pleased to report that the Company's subsidiaries overseas alsoactively give back to the society in their respective geographies through variousinitiatives on the health education and other fronts.


Details of loans guarantees and investments covered under applicable provisions ofsection 186 of the Act are given in the note 51 to the standalone financial statements.


Contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were on an arm's length basis and largely in the ordinary course ofbusiness. All related party transactions are placed for approval before the AuditCommittee and also before the Board wherever necessary in compliance with the provisionsof the Act and Listing Regulations. During the year the Company has not entered into anycontracts/ arrangements/ transactions with related parties which could be consideredmaterial in accordance with the policy of the Company on material related partytransactions or under section 188(1) of the Act. Accordingly there are no particulars toreport in Form AOC- 2.

Details of the related party transactions during the year as required under ListingRegulations and Indian accounting standards are given in note 54 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


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 1163 permanentemployees as of 31 March 2018.

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.


The Nomination and Remuneration Committee of the Board of Directors (NRC) of theCompany inter alia administers and monitors the Employee Stock Option Scheme 2014("ESOS 2014" or "Scheme") of the Company in accordance with applicableSEBI regulations.

The disclosure relating to the Scheme and other relevant details are posted ininvestors>corporate governance section on the Company's website or link For the sake of clarity this Scheme does notextend 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 stockoptions vested in the earlier years 80166 options were exercised during the year andequal number of equity shares of face value Rs. 2 each were issued as fully paid upagainst payment of the stipulated exercise price as per the terms and conditions of theScheme and the Grant letter.

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


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 5 andforms part of this Report.


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 extract ofthe annual return as at 31 March 2018 in Form MGT9 forms part of this Report asAnnexure 6.

As per applicable provisions of the Listing Regulations business responsibility reportis given herewith and forms part of this Report as Annexure 7.

Wherever applicable refer the Company's website www. or relevantdetails will be provided to the members on written request to the Company Secretary.

The Company has in place a policy against sexual harassment at work place in line withthe requirements of the concerned statute. Internal complaint committees are set up inthis respect. There was no complaint received from any employee during the year nor anycomplaint remains outstanding for redressal as on 31 March 2018.


The Company has a whistle blower policy laying down a vigil mechanism to dealwith instances of unethical behavior fraud or mismanagement. The said policy hasbeen explained in the corporate governance report and also displayed on theCompany's website


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 to ensureeffectiveness of the Internal Financial Control System. The internal financial control isdesigned to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of persons.

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


The defined The Company has laid down a well- risk management mechanism covering therisk mapping and analysis risk exposure potential impact and risk mitigation measures. Adetailed exercise is carried out every year to identify evaluate manage and monitor theprincipal risks that can impact the Company's ability to achieve its strategic andfinancial objectives.

Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework. Details on the risk elements whichthe Company is exposed to are covered in the Management Discussion and Analysis whichforms part of this Annual Report. The Company has formally framed a Risk Management Policyto identify and assess the key risk areas monitor and report compliance and effectivenessof the policy and procedure. The Risk management committee under the Chairmanship of anIndependent Director oversees the risk management process.


Your Company has not accepted any deposits from the public and there are no outstandingdeposits as on 31 March 2018.


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.


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 continuedsupport.

For and on behalf of the Board
Essel Propack Limited
Ashok Goel
26 April 2018 Mumbai Chairman & Managing Director