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Updated:15 Oct, 2019, 15:48 PM IST

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Updated:15 Oct, 2019, 16:01 PM IST





Your Directors are pleased to present their Report on your Company’s business operations along with the Audited financial statements for the financial year ended on March 31, 2016.

Your Company has posted yet another year of good performance, both in India and in Global operations. The highlights of the financial results are set out below.


It may be noted that in July 2015 your Company had divested its entire shareholding in Packaging India Pvt Ltd (PIPL), its wholly owned Indian subsidiary. Accordingly, the current year’s results include the revenue and profits of the divested business only for three months ending June 2015. The summary results are set out below

The reported consolidated Total revenue for the year is lower by 5.8%, reflecting the impact of the said divestment. On a comparable basis however, the Total revenue actually grew by 3%. The growth would have been higher but for the deflation in the selling prices consequent to the pass through to customers of the sharp reduction in the raw material prices during the year. While Europe delivered another year of strong growth, the sluggish economic conditions in India and reduced off take from key customers in China have impacted the overall sales growth this year. Improved product mix, stable raw material prices and operational efficiencies however enabled the operating margin to expand by 220 bps over the previous year. Further helped by 21.4% reduction in the finance cost and lower effective tax rate, your Company’s consolidated Net profit expanded 29.5% over the previous year, to post an all–time high of Rs. 1821mio. The Net profit includes net exceptional gain of Rs. 24 mio, including gain on account of divestment of PIPL. Excluding the exceptional items, the consolidated Net profit for the year has grown 33% over the previous year on comparable basis. The healthy increase in the Net Profit witnessed in the recent years is indicative of a sustained profitable growth in your Company’s business operations.

Your Company’s Standalone revenue is lower compared to the previous year by 1.6% on account of the deflation in selling prices consequent to pass through to customers of the sharp reduction in the raw material prices during the year. On underlying basis however, the business grew during the year, albeit in single digit, impacted by the sluggish Indian economy and reduced FMCG off–take especially in the Cosmetic and Pharma categories. Your Company continued to develop new customers in order to mitigate the impact. Operating margin however expanded by 180 bps, helped by stable raw material prices and operational efficiencies. Further helped by 36.8% reduction in the Finance cost and the exceptional gain Rs. 453 mio arising from divestment of PIPL, your Company posted a Net profit of Rs. 1157 mio compared to Rs. 565 mio during the previous year. Exclusive of the exceptional item, the Standalone Net profit for the year is Rs. 704 mio, representing a healthy growth of 24.6% over the previous year despite higher effective tax rate on account of your Company’s unit in Nalagarh, Himachal Pradesh getting out of the tax benefit period.


Your Company is a leading manufacturer globally of Laminated Plastic Tubes and laminates. Its products are extensively used in packaging of products across categories such as Beauty & Cosmetics, Pharma & Health, Foods, Home and Oral care. The FMCG and Pharma industry which consume the Company’s products has been a high growth industry and is expected to sustain growth in future. In the mature markets of Europe, USA and Japan, the FMCG sector is witnessing introduction of new Beauty care products such as Anti–Ageing, Beauty Balms, Complexion Correction creams, Hair colorants, cosmetic and therapeutic toothpastes etc. which brings new growth opportunity for your Company. In the emerging markets such as India, China and Far East, the FMCG usage is expanding helped by increasing disposable income, growing youth population, expansion of modern retail/e–tail and increasing aspiration to look and feel good. The Pharma demand too is buoyed by increasing life expectancy, growth of generics and “health for all” policies pursued globally by governments and the NGOs. Your Company as an established player providing innovative packaging solutions for products in paste/cream/gel forms, is in a sense firmly entrenched in the FMCG / Pharma space with its scale, global reach and innovation/ technology capability. In addition to benefitting from growth in brands traditionally packed in tubes, the Company is also actively involved in seeking to replace packaging forms such as bottles and tottles in case of a number of brands with the technological edge that the Company has been able to bring about in the laminated tubes.

India Standalone

India Standalone accounted for 34% of the Company’s Consolidated Sales during the year. The Company enjoys a massive franchise in India, having pioneered the laminated tubes over the last three decades. The Customer portfolio encompassing reputed FMCG and Pharma brands – Indian and MNC, mass and niche, established and new, continues to expand. The sluggish macro–economic conditions in India impacted off–take of the Company’s products during the year specially in the non–oral care categories of Beauty and Cosmetics. In the pharma category, some of the customers’ off take was affected by issues they faced in the export markets.

Your Company continued to develop new customers as a means to mitigate the impact of the off–take reduction. With the various initiatives launched by the Government, your Directors are hopeful the economy and hence the India business will be back to days of robust growth. Green shoots of growth seem to be appearing since the last quarter of the year, and your Company is evaluating capacity expansion backed by customer contracts. Meantime, your Company has been pursuing efficiency and productivity improvement programs at its various units and seeking to drive product /process quality as a key competitive strength. Further to upgrading the laminate manufacturing facility in the previous year, your Company has upgraded the blown film facility and created new capability for decoration this year. Research and Development is core to your Company’s business, helping create new laminate structures and packaging solutions to address the complex packaging needs of different products. During the year, the Department of Scientific and Industrial Research, New Delhi (DSIR) accorded recognition to your Company’s R&D facilities. Besides the honor it confers on the Company’s Research capability passionately built over the three decades of its existence, it also entitles your Company to claim the tax deduction in respect of the R&D spend. Exports to markets in South Asia, Middle East and Africa continue to be pursued as a strategy to gain presence in the smaller markets which are not viable for a full–fledged manufacturing set up.  

Your Board is of view that India growth story remains intact, notwithstanding the recent economic sluggishness, and your Company is well positioned to seize the opportunity that the Indian market will present in the months and years to come.

Subsidiaries, Joint Ventures and  Associates

Being a global player in the laminated and plastic tubes, your Company has manufacturing and trading presence in eleven other countries through its direct and step down subsidiaries, joint venture and associate. All these subsidiaries / joint venture / associate continue to work closely with the customers and grow their business with product offerings relevant to their respective markets. During the year, all of the operating subsidiaries posted profits, except the subsidiaries in Mexico and Russia which suffered on account of adverse currency movement during the first half of the year. However, helped by improved volumes and pro–active pricing, these subsidiaries have turned profitable in the later part of the year. In alignment with your Company’s strategy to grow in the high value nonoral care categories by offering specialty laminated tubes in place of the plastic /aluminum tubes and bottles, all these entities have set up manufacturing and marketing capability and intensified customer engagement. Your Directors are pleased to inform that the regions like East Asia Pacific and Americas which historically had oral care category accounting for 90% or more of their sales, are deriving close to 30% of their sales from the non–oral care category. Considering the huge size of the non oral care category market in these geographies and the disruptive nature of the packaging solutions that your Company has introduced, the Board expects these subsidiaries to post sustained profitable growth. It may be recalled that your Company’s Poland operations turned profitable during the previous year, and today heads the pack in terms of growth. Company’s joint venture in Germany and associate company in Indonesia continued to be profitable during the year. The development at these entities and the markets they operate in are further discussed in the Management Discussion and Analysis (MDA) forming part of this report. The salient features of the financial statements of these subsidiaries, associate and joint venture in the prescribed form is attached as part of your Company’s audited financial statements.

During the year under review, your Company divested its wholly owned Indian subsidiary, Packaging India Private Limited which was engaged in flexible laminate operations targeting the Indian market. Your Directors believe this will free your Company to focus on and pursue growth opportunities in its tubing operations which shows great promise across the globe in the Beauty & Cosmetics, Pharma & Health and Food categories. Consequent to the said divestment, Packaging India Private Limited ceased to be your Company’s subsidiary with effect from July 13, 2015. Further, as part of reducing the tiers in the holding structure, Packtech Limited, Mauritius, a step down subsidiary was amalgamated with your Company’s direct subsidiary Lamitube Technologies Limited, Mauritius in January 2016, and consequently ceased to exist. With a view to driving export led growth in Latin America, a new step down subsidiary by name Essel Colombia S.A.S was incorporated during January 2016 to set up operations from a new factory. The prescribed particulars of the subsidiaries, Joint venture and Associate are set out in Form MGT9 forming part of this Report as Annexure 5.

The consolidated financial statements presented by the Company include the financial results of all its subsidiaries, joint venture, and Associate. The Audited financial statements of these entities have been reviewed by the Audit Committee and the Board.


In compliance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (the Listing Obligation or Listing Agreements), Consolidated financial statements of the Company and its subsidiaries, associates and joint venture, has been prepared as per the applicable accounting standards. The audited Consolidated financial statements along with the auditors' report thereon form part of the Annual report.


The Management discussion and analysis (MDA) report for the year under review, of the operations of your Company and all of its subsidiaries, associate and joint venture is given in a separate section of this Annual Report and forms part of the Directors’ Report.


The Company is committed to maintaining highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 (the Listing Regulations or Listing Agreements), a detailed report on Corporate Governance forms part of this Annual Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report for this year.


Your Directors are satisfied that with various initiatives undertaken over the last few years, your Company continues to be on the path of profitable growth. The debt servicing capability has improved too as has the Company’s credit rating in respect of debt.

Considering the cash requirement for business growth and debt servicing, the Board advocate a policy of steady dividend payout within a band of 20–25% of the consolidated Net profit subject to statutory provisions, applicable dividend tax and unforeseen exigencies. The Board believes this will serve the interests of the shareholders especially those dependent on regular income. Accordingly, your Directors recommend a dividend of Rs. 2.20 per equity share of face value of Rs. 2 each, for the financial year ending on March 31, 2016 (previous financial year: Rs.1.60 per share of face value of Rs. 2 each).


Pursuant to the guidelines requiring creation of Debenture Redemption Reserve (DRR) to the extent of 25% of the value of listed debt securities issued, your Company has during the year under review transferred a sum of Rs. 75 mio to DRR in relation to the listed debt securities issued and outstanding of Rs. 900 mio. There is no specific statutory requirement to transfer any sum to General reserve in relation to the payment of dividend.


Your Company continued to reduce financial leverage and the finance cost by enhancing capital productivity and improving cash generation. Working capital continued to be a focus area. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The proceeds received from divestment of flexible packaging operations were used to pre–pay high cost loans and further improve liquidity. Reflecting the improved financial strength during the year under reporting, the Credit Analysis & Research Limited “CARE” has upgraded the credit rating assigned to the Company’s Long term facilities from CARE A to CARE AA– and the Short term Bank facilities from CARE A2+ to CARE A1+. India Ratings & Research (A Fitch Group Company) has issued Long Term Issuer Rating of IND AA and Commercial Paper Rating of IND A1+.

Forex exposures continued to be closely reviewed and appropriately hedged in order to minimize risk to the results during a year when the currency volatility was very high. The divestment of PIPL and re–organisation in subsidiaries have been given effect in the Standalone and Consolidated financial statements as per applicable Accounting standards and approvals.

As regards the matter reported under clause (iii) of the Annexure to the Independent Auditors’ report on the India Standalone accounts, the Company is in discussion with the borrower and has taken reasonable steps for recovery.


The members at the 31st Annual General meeting held on July 09, 2014 had appointed M/s. MGB & Co. Chartered Accountants (subsequently converted into Limited liability partnership under the name and title M/s MGB & Co. LLP) as Statutory Auditors of the Company to audit financial accounts for the financial years 2014–15, 2015–16, and 2016–17 subject to ratification by the members annually.

M/s. MGB & Co. LLP, Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act 2013 and the related Rules to continue as the statutory auditor of the Company for the financial year 2016–17.

Your Directors propose ratification of appointment of M/s. MGB & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company to audit accounts for the financial year 2016–17.


Pursuant to the provisions of section 204 of the Companies Act, 2013 (the Act), M/s. D. M. Zaveri & Co., Practicing Company Secretary (CP No. 4363), have been appointed to undertake the secretarial audit of the Company for the year ended on March 31, 2016. The secretarial audit report forms part of this Report as Annexure 1. The said report does not contain any qualification, adverse remarks or disclaimer.


Pursuant to section 148 and applicable provisions of the Companies Act 2013 and the Companies (Cost Records and Audit) Rules 2014, the Company is required to appoint cost auditor for audit of cost records maintained by the Company in respect of the year ending March 2017. Your Directors have on the recommendation of the Audit committee, appointed M/s. R Nanabhoy & Co., Cost Accountants, as the Cost Auditor to audit the cost records for the financial year ending March 31, 2017. Remuneration payable to the Cost Auditor is subject to approval by the members of the Company. Accordingly, a resolution seeking members’ approval for the remuneration payable to M/s R. Nanabhoy & Co, Cost Accountants, is included in the Notice convening the Annual General Meeting, along with relevant details, including the proposed remuneration.


In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Mr. Atul Goel, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re–appointment. The Board recommends his re–appointment. All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act 2013 and the Listing Regulations. Further details on the Directors including remuneration, remuneration policy, criteria for qualification, independence, etc. are given in the Corporate Governance Report, which forms part of this Annual Report.

Mr. Tapan Mitra, Independent Director resigned from the Board with effect from February 25, 2016 for health reasons. The Board of Directors place on record their deep appreciation for the valuable contribution made by Mr. Mitra during his tenure as Director.

During the year, Mr. Ajay Thakkar, Head–Legal and Company Secretary, resigned to pursue a career outside of the Company. The Board appointed Mr. Suresh Savaliya in his place as Head – Legal and Company Secretary.


To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

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

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.


Audit Committee of the Board has been constituted in terms of Listing Regulations and section 177 of the Companies Act 2013. Constitution and other details of the Audit Committee are given in Corporate Governance Report.


The Board has carried out the annual evaluation of its own performance, and of each of the directors individually, including the independent directors, as well of the working of its committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.


The Company’s policy on programmers and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc., management information reports, presentation and other programmers as may be appropriate from time to time. The Policy and programme aims to provide insights into the Company to enable independent directors to understand the business, functionaries, business model and others matters. The said Policy and details in this respect is displayed on the Company’s website.


As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. Thrust areas for CSR include care and empowerment of the underprivileged or differently abled persons, education, health and environment and sanitation. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, the CSR activities and the amounts spent during the year, as required under section 135 of the Act and the related Rules are given in the CSR Annual Report as Annexure 2 forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Company’s website The CSR Policy lays down areas of activities, thrust area, types of projects, programs, modes of undertaking projects/programs, resources etc. Your directors are pleased to report that the Company’s subsidiaries overseas also actively give back to the society in their respective geographies through various initiatives on the health, education and other fronts.


Details of loans, guarantees and investments covered under applicable provisions of section 186 of the Act are given in the note 36 to the Standalone financial statements.


All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on an arm’s length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in form AOC 2.

Details of the related party transactions during the year as required under Listing Regulations and Accounting standards are given in note 35 to the Standalone Financial statements. The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted in investors / corporate governance section on the Company’s website or link,–content/ uploads/2015/03/Related–Party–Transaction–Policy.pdf


Relations with employees across all the offices and units continued to be cordial. HR policies of the Company are focused on the developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels.

Your Company had 1093 employees as of March 31, 2016. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 3(a) and forms part of this Report. The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 3(b) and forms part of this Report.


The Nomination and Remuneration Committee of the Board of Directors (“the Committee”) of the Company, inter alia, administers and monitors the Employee Stock Option Scheme 2014 (“ESOS 2014” or ”Scheme”) of the Company in accordance with applicable SEBI regulations.

The disclosure relating to the Scheme and other relevant details are posted in investors>corporate governance section on the Company’s website or link, http://www.esselpropack. com/corporate–governance/ During the year under review, the Nomination & Remuneration Committee at its meeting held on October 29, 2015, granted 1,76,535 stock options to eligible employees of the Company and its Subsidiaries. These options when vested as per the terms and conditions of the Scheme entitle the option holder to apply for and be allotted equal number of equity shares of face value of Rs. 2/– each at an exercise price of Rs. 161 per share being the closing market price of the equity shares of the Company on the National Stock Exchange of India Limited as on October 28, 2015. Since the Options have been granted at the market price, the intrinsic value at grant is Nil and hence there is no charge to the Profit and Loss account. These options will vest in a phased manner over a period of 2 years beginning 2017, and may be exercised within maximum of four years from the date of vesting, subject to terms and conditions of the said Scheme and the grant letter. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent. For the sake of clarity, this Scheme does not extend to any of the Directors and Promoters of the Company.


The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 4 and forms part of this Report.


There are no significant material orders passed by the regulator, courts or tribunal which would impact the going concern status of the Company and its future operation.

There have been no material changes and commitments affecting the financial position of the Company, occurred between end of financial year and date of this Report.

In accordance with section 134(3)(a) and section 92(3) of the Act, an extract of the annual return as at March 31, 2016 in form MGT 9 forms part of this Report as Annexure 5.

The Company has in place a policy against sexual harassment at work place in line with the requirements of the concerned statute. Internal complaint committees are set up in this respect. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31, 2016.


The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behavior, fraud or mismanagement. The said policy has been explained in the Corporate Governance Report and also displayed on the Company’s website


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

The Internal Financial control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by in house trained personnel and external firms of Chartered Accountants appointed by the Audit Committee and the Board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

During the year as part of control assurance process, the financial controls were comprehensively reviewed by an independent agency using the COSO framework, and reported to be satisfactory in design and operational effectiveness.


The Company has laid down a well–defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principal risks that can impact the Company’s ability to achieve its strategic and financial objectives.

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Report. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk management committee under the chairmanship of an independent director oversees the risk management process.


The Audit Committee and the Board of the Company at a meeting held on October 29, 2015, have approved the Scheme of Amalgamation of the Company with its holding company Whitehills Advisory Services Private Limited (Whitehills) as per the Draft Scheme of Amalgamation placed before them. Pursuant to the proposed amalgamation of Whitehills with the Company, the shareholders of Whitehills would directly hold shares in your Company. This would help in simplification of the holding structure and reduction of shareholding tiers.

There would be neither any change in the capital structure nor any change in the promoter shareholding of the Company and there will be no dilution for any public shareholders.

The aforesaid Scheme of Amalgamation shall be subject to requisite approvals of the Shareholders, the Hon’ble High Court of Bombay and other statutory / regulatory authorities, as may be applicable. A Court convened meeting of the members is being scheduled in this regard as per direction from the Bombay High Court. The Company has received observation letter from National Stock Exchange of India Limited and BSE Limited. Necessary details and documents including the scheme, observation letters received from stock exchanges etc are posted on website of the Company.


Your Company has not accepted any fixed deposits from the public and there are no outstanding fixed deposits from the public as on March 31, 2016.


Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Certain factors that could affect the Company’s operations include increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors.


Your directors wish to place on record their sincere thanks and appreciation to all our customers, suppliers, banks, authorities, members and associates for their co–operation and support at all times, and to all our employees for their unstinted contribution to the growth and profitability of your Company’s business, and look forward to continued support.

For and on behalf of the Board

Essel Propack Limited

Sd/– Subhash Chandra


Date : 28 April 2016.

Place : Mumbai