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Essel Propack Ltd.

BSE: 500135 Sector: Industrials
NSE: ESSELPACK ISIN Code: INE255A01020
BSE 00:00 | 20 Feb 187.50 1.60
(0.86%)
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184.00

HIGH

189.50

LOW

183.00

NSE 00:00 | 20 Feb 187.70 1.45
(0.78%)
OPEN

186.50

HIGH

189.30

LOW

182.55

OPEN 184.00
PREVIOUS CLOSE 185.90
VOLUME 45191
52-Week high 197.00
52-Week low 78.85
P/E 61.27
Mkt Cap.(Rs cr) 5,915
Buy Price 187.50
Buy Qty 1.00
Sell Price 188.00
Sell Qty 99.00
OPEN 184.00
CLOSE 185.90
VOLUME 45191
52-Week high 197.00
52-Week low 78.85
P/E 61.27
Mkt Cap.(Rs cr) 5,915
Buy Price 187.50
Buy Qty 1.00
Sell Price 188.00
Sell Qty 99.00

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 31March 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 273544 247279
Total Income excluding Excise duty 273544 245025
Profit Before Depreciation Finance and Tax (PBDIT) inclusive of other income 52763 49123
Finance cost (6131) (5502)
Depreciation (18611) (16707)
Profit before share of profit/ (loss) from Associate/Joint venture and exceptional items 28021 26914
Share of profit /(loss) from Associate/Joint venture 532 (104)
Profit before exceptional items and tax 28553 26810
Exceptional items net (loss)/ gain 305 (498)
Tax expense 9319 (8891)
Net Profit for the year attributable to owners of the parent 19253 17160

The Consolidated Total Income exclusive of Excise duty recovery grew year over year by11.6% with the Sales and Operating income growing by 11.7%. India sales was affected dueto low off-take by a key Customer and changes in relation to packaging for the Pharmaindustry Weak sales in India on account of lower off take from key customers and lower offtake from pharma customers due to changes in regulations for pharma category. Marginalincrease in

material costs and operating costs due to strategic capital investments for futuregrowth impacted consolidated operating margin lower by 1.0 pp point at 11.6%. HoweverProfit before Exceptional items and tax improved by 6.5% over the previous year despite anincrease in the depreciation charge on account of new capital investments for supportingthe 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 86371 87429
Total income exclusive of excise duty 86371 85175
Profit Before Depreciation Interest and Tax (PBDIT) inclusive of other income 19528 21174
Finance cost (2283) (2140)
Depreciation (7510) (6866)
Profit before Tax and exceptional items 9735 12168
Exceptional items net (loss)/ gain - -
Tax Expense (3331) (4050)
Net Profit for the year 6404 8118
Appropriations - -
Transfer to Debenture Redemption Reserve 0 0

The Total income exclusive of excise duty recovery for the year has grown by 1.4 % overthe previous year. Increase in material cost and higher operating costs on account of thecommissioning and ramping up of the Assam Unit impacted Standalone operating margin lower2.4 pp to 12.3%. Consequently in a challenging external environment India standalone Netprofit 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 world's leader in manufacturer of Laminated Plastic tubes. Itsoperations are spread across the globe - in 11 countries and 20 units.

The wide range of laminates coupled with innovative decoration closures dispensersand innovative features are in great demand in the FMCG sector as well as in the Pharmasector the world over.

The Business Development teams in all the regions are working with the C&I divisionto build their business pipeline. The coordinated efforts on this front have resulted inevery region having a strong business pipeline - for cosmetics and pharma productspredominantly.

Business dynamics have however changed. Many small local brands have started launchingthemselves directly on the e-commerce platform which has upset the applecart for theestablished 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 alsorequire smaller quantities with high end decoration beingthe differentiator.

In the pharma and food segments laminated tube format of packaging is increasinglybecoming the preferred form of packaging - especially gels viscous products. Thee-commerce platform has brought many new item into the packaging space.

Your Company has invested in technology aimed to facilitate high-end decoration caterto smaller order quantities within the time frame available. Investments have been made inauto inspection systems to detect errors in printing tubes with defective side seamshoulder and orifice etc. Packing of tubes into boxes has been automated. The regions havealso been equipped with high-end high precision click printers that enable quickturnaround time.

The units have geared themselves up to take up the challenge owing to new marketdynamics. They also have formulated action plans to connect with and get share of theopportunity in the e-commerce space. In short optimise man and machine and ensure that wedeliver on our growth targets.

India Standalone

India accounts for around 31% of your Company's Consolidated Sales. In addition toaddressing and overcoming the challenges of the previous year your Company continued newcustomer and new product development efforts targeting the pharma and cosmeticscategories as a result of which we have a strong business pipeline. With a view toparticipating in the opportunity thrown up by FMCG industry growth in the North EasternStates your Company has set up a custom-built factory near Guwahati Assam which is astrategic 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 thecapacity of the laminate.

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-fledged manufacturing set up.

Your Board is of the view that India growth story remains intact and your Company iswell 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 andstep-down subsidiaries and one associate. They are divided into 3 regions - EAP Europeand the Americas. All the 3 regions are now poised to perform well. EAP region has goodcontrol over its operation costs and has been successful in getting a bigger share in thenon-oral care category as well as premium oral care. They have also met some success ingetting a share of the e-commerce business.

In Americas the additional SHOT line given to them has equipped them to take upadditional volumes from existing Customers and also cater too new Customers. Colombia istracking well now after the initial hiccups post expansion and so is Mexico. We expect theAmericas 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 hasresumed full volumes. Russia has been relocated in a more spacious premises to help ittake up huge volumes in the local market. This together with the business pipelinedeveloped by the region including for Mystik - hair colourant tubes will help the regionmeet 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 discussedin the Management Discussion and Analysis (MDA) forming part of this report. The salientfeatures of the financial statements of these subsidiaries and the associate in theprescribed 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 DisclosureRequirements) Regulations 2015

(the listing Regulations) consolidated financial statements of the Company and all ofits subsidiaries and associate / joint venture have been prepared for the year underreport. The audited Consolidated financial statements along with the auditors' reportthereon forms part of this Annual report. The consolidated financial statements presentedby the Company include the financial results of all its subsidiaries joint venture andAssociate. The audited standalone financial statements of these entities have beenreviewed by the Audit Committee and the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion and analysis (MDA) report for the year under review of theoperations and state of the affairs of your Company and all of its subsidiaries associateor joint venture is given in a separate section of this Annual Report and forms part ofthis Annual Report.

CORPORATE GOVERNANCE

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 onCorporate Governance forms part of this Report. The Company is in compliance with thevarious requirements and disclosures that have to be made in this regard. A certificatefrom the Auditors confirming compliance of the conditions of Corporate Governance asstipulated under the Listing Regulations forms 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 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 ' 1.25 per equity share of face value of ' 2 each for thefinancial year ending on 31 March 2019 (previous financial year: ' 2.40 per share of facevalue of ' 2 each).

Dividend Distribution Policy of the Company is given as a part of this Report marked asAnnexure 1 and also posted in investors section on the Company's website or linkhttps://www.esselpropack.com/corporate-governance/

BONUS SHARES

During the year under review the Board of Directors at its meeting held on 26 April2018 recommended issue of bonus equity shares in the ratio of one equity share of ' 2each fully paid up for every one equity share of the Company held by the shareholders ason record date. The above issue of bonus shares has been approved by the shareholders inthe annual general meeting held on 13 June 2018. Consequently the company allotted157181664 equity shares of ' 2 each fully paid up bonus shares by capitalization ofreserves amounting to ' 3144 Lakhs and accordingly paidup equity share capital has beenincreased accordingly.

TRANSFER TO RESERVES

Your directors propose to transfer sum of ' 1000 lakhs out of opening balance standingto the credit of Debenture Redemption Reserve (DRR) to retained earnings thereby keepingbalance of 25% of the value of listed debt securities issued and outstanding at the end ofthe year under report. Hence no further transfer to DRR is required under the applicableguidelines. There is also no specific statutory requirement to transfer any sum to Generalreserve in relation to the payment of dividend. Your Directors therefore have not proposedany sum for transfer to Reserves during this year.

FINANCE AND ACCOUNTS

Your Company continued to reduce its financial leverage. The consolidated net debt asat 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 DebtEquity 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 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 (FITCHGroup) who have re-affirmed the Company's long term issuer rating at IND AA and itsCommercial 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 ' 40 crores of the Non Convertible Debentures (NCDs).

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

STATUTORY AUDITORS

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 fiveyears. The Companies Amendment Act 2017 has waive-off the requirement of annualratification. The Company has received letter from them to the effect that theircontinuation is within the prescribed limits and confirming that they are not disqualifiedfor such appointment pursuant to the Companies Act 2013 and applicable statutoryprovisions.

The observation made in the Auditors Report on the Company's financial statements forthe financial year ended on 31 March 2019 are self-explanatory and therefore do not callfor any further comments or information.

SECRETARIAL AUDIT

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 2019. The secretarialaudit report forms a part of this Report and is annexed as Annexure 2. The saidreport 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 2020. 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 2020. Remuneration payableto the Cost Auditor is subject to ratification by the members of the Company. Accordinglya resolution seeking members' ratification 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 Act and the Articles ofAssociation of the Company Mr. Atul Goel Director is being retire by rotation at theensuing Annual General Meeting (AGM) and being eligible offers himself forre-appointment. The Board recommends his reappointment.

The members of the Company at the AGM held on 13 June 2018 have approved theappointment of Mr. Ashok Goel as Managing Director of the Company for the period of fiveyears with effect from 21 October 2018 to 30 September 2023 and accordingly he iscontinuing as Key Managerial Personnel (KMP).

The Board has on the recommendation of Nomination and Remuneration Committee appointedMr. Ramesh Chander Gupta as Additional Director on the Board wef 14 March 2019 who shallhold office up to the date of ensuing Annual General Meeting. Accordingly Directorsrecommend his appointment as a Director of the Company in the ensuing Annual GeneralMeeting and recommend the members to pass resolution in this respect. Relevant details aregiven in the AGM Notice and in corporate governance report.

Mr. Boman Moradian Mr. Mukund Chitale and Ms. Radhika Pereira who have been appointedas independent directors for the first term of five years effective from 9July 2014 to 8July 2019. Accordingly the firstterm of all three independent directors of the Company isexpiring on 8 July 2019. Keeping in view the valuable services and contributions by theabove mentioned directors and requirement of the Company the Board and Nomination andRemuneration Committee recommends to the Shareholders for reappointment of the said threeindependent 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 aregiven in the resolutions and explanatory statement in accompanying Notice of convening theensuing annual general meeting (AGM Notice or Notice).

All the Independent Directors have given declaration 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 remunerationpolicycriteriaforqualification independence; performance evaluation of the BoardCommittees and Directors; meetings committees and other details are given in theCorporate Governance Report which is integral part of this Annual and Board's Report.Remuneration policy is posted in investors corporate governance section on the Company'swebsite or link www.esselpropack.com and salient features of the same are mentioned inthe 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 this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial 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 SavaliyaHead - Legal Company Secretary and Compliance Officer.

During the year Mr. A.V. Ganapathy Chief Financial Officer retired from the servicesof the Company with effect from 13July 2018. The Board of Directors expressed appreciationfor 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 thecompany with effect from 1 August 2018 and he ceased to be a Chief Financial Officer andKMP from 31 August 2018. Mr. Dujari resigned from service of the Company due to his familyreason.

During the year Mr. Vinay Mokashi has been promoted as Chief Financial Officer and KMPofthe companywith effect from 1 November 2018.

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 annual financial statements for the year ended 31March 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures ifany;

b) that such accounting policies as mentioned in note 3A to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31 March 2019 and of the profit of the Company for the year ended onthat date;

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 going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating 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 and nonindependent directors.Criteria in this respect includes; Board composition mix of skill experience members'participation and role attendance suggestions for effective functioning board processpolicies and others. The evaluation process includes review discussion and feedback fromdirectors.

Evaluation of Performance of the Board its committees every Director and Chairpersonfor the financial year 2018-19 has been done following the manner and process as per thepolicy which includes discussion feedback and assessment. The manner in which theevaluation has been carried out has also been explained in the Corporate GovernanceReport 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.

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 health and sanitation. Theseactivities are in accordance with CSR activities as defined under the Act. The Company hasa CSR Committee of Directors. Details about the Committee CSR activities and the amountspent during the year as required under section 135 of the Act and the related Rulesreasons and other details are given in the CSR Report as Annexure 3 forming part ofthis 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 www.esselpropack.com. 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 also giveback to the society in their respective geographies through various initiatives on thehealth 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 ofsection 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 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 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 https://www.esselpropack.com/wp-content/uploads/2015/03/Related-Party-Transaction-Policy.pdf

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 1237 permanentemployees as on 31 March 2019.

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 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 applicable SEBI regulations.

The disclosure relating to the Scheme and other relevant details are posted ininvestors>corporate governance section on the Company's website or linkhttps://www.esselpropack.com/corporate-governance/. This Scheme does not extend to any ofthe 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 880292 options were exercised during the year andequal number of equity shares of face value ' 2 each was issued as fully paid up againstpayment of the stipulated exercise price as per the terms and conditions of the Scheme andthe Grant letter.

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

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 5 andforms part of this Report.

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 extract of theannual 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 ofinvestors corporate governance on the Company's website or link https://www.esselpropack. com.

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.esselpropack.com or relevantdetails 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 constitutedInternal Complaints Committee and complied with provisions in this respect as applicableunder 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 anycomplaint 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 withinstances of unethical behavior fraud or mismanagement. The said policy has beenexplained in the corporate governance report and also displayed on the Company's websitewww.esselpropack.com.

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 to 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. 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. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through a properly defined framework. Details onthe risk elements which the Company is exposed to are covered in the Management Discussionand Analysis which forms 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. The Risk management committee under theChairmanship of an Independent Director oversees the risk management process.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and there are no outstandingdeposits as on 31 March 2019.

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.

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
Essel Propack Limited
Ashok Goel
Chairman & Managing Director
7 May 2019 Mumbai