To
Members EPL Limited
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 31 March 2023.
The highlights of the financial results are set out below.
CONSOLIDATED GLOBAL RESULTS
The summary results are set out below.
(Rs in million)
Particulars |
Year ended 31 Mar 2023 |
Year ended 31 Mar 2022 |
Total Income |
37362 |
34448 |
Profit Before Depreciation, Finance Cost and Tax (PBDIT)
inclusive of other income |
6199 |
5881 |
Finance Cost |
674 |
403 |
Depreciation |
2805 |
2514 |
Profit before share of Profit/ (Loss) from Associate and
exceptional items |
2720 |
2964 |
Share of Profit /(Loss) from Associate |
(29) |
(76) |
Profit before exceptional items and tax |
2691 |
2888 |
Exceptional items net (Loss)/Gain |
(11) |
-- |
Tax expense |
373 |
675 |
Net Profit for the year attributable to owners of the parent |
2267 |
2144 |
The Consolidated Total Income grew year over year by 8.5%, with the
Sales and Operating income growing by 7.6%.
All regions registered double digit revenue growth, except EAP which
was impacted by Covid lockdowns. AMESA, AMERICAS and EUROPE delivered revenue growth of
11.7%, 19.0% and 12.7% respectively and EAP declined by 1.5%. The revenue growth excluding
EAP was 12.2%. Strong growth in both categories - Oral Care grew by 9.5%, and Personal
Care by 11.6%.
Continued increase in raw material and freight costs during first half
of the year, increase in energy costs and lag effect of price recovery resulted in decline
in consolidated operating profit margin (excluding Brazil) by 73 bps to 8.8%. Consolidated
operating margin including Brazil stood at 8.6%. The year remained challenging with
respect to finance cost due to continuous increase in the benchmark interest rates despite
reduction in the net debt (excluding borrowings for Brazil greenfield project), finance
cost increased by Rs 262 mn. The net profit attributable to the equity holders excluding
exceptional items of Rs 2278 mn for the year, increased by 6.3%.
INDIA STANDALONE RESULTS
The summary results are set out below.
(Rs in million)
Particulars |
Year ended 31 Mar 2023 |
Year ended 31 Mar 2022* |
Total Income |
13311 |
12086 |
Profit Before Depreciation, Finance cost and Tax (PBDIT)
inclusive of other income |
3316 |
3118 |
Finance Cost |
222 |
160 |
Depreciation |
1092 |
986 |
Profit before tax |
2002 |
1972 |
Tax Expense/(Credit) |
(57) |
208 |
Net Profit for the year |
2059 |
1764 |
*The financial performance for FY22 reflect restated numbers post
accounting of amalgamation scheme of Creative Stylo Packs Private Limited (CSPL), with the
Company.
The total income for the year has grown by 10.1% over the previous
year, with the Sales and Operating income growing by 11.4%. India standalone net profit is
higher by 16.7% at Rs 2059 mn, compared to Rs 1764 mn in the previous year. The Company
has received dividend amounting to Rs 879 mn from foreign subsidiaries.
REVIEW OF MARKET, BUSINESS AND OPERATIONS
Your Company is the world leader in manufacturing of laminated plastic
tubes. Its operations are spread across the globe, in 12 countries and 21 manufacturing
units. Our offerings in laminated and plastic tubes cater to Oral Care, Beauty &
Cosmetics, Pharma & Health, Food and Industrials categories.
FY 2023 witnessed Covid lockdowns in China, energy crisis in Europe due
to Russia Ukraine war, volatile commodity and freight prices, inflation, rising interest
rates and volatile forex. However, the second half of the year witnessed a little respite
in commodity prices and freight. During the year, China's economy was severely impacted by
Covid lockdowns and impacting demand for our products and consequently our business. China
lifted the lockdown at the end of the year and we are hopeful that the economy will revive
in the coming year.
Despite these challenges, your company delivered revenue growth of
7.6%. The revenues would have been higher but for the lockdowns in China. The revenue
growth excluding EAP was 12.2%. However, continuous increase in raw material and freight
costs, increase in energy costs and lag effect of price recovery resulted in decline in
margin for the current year. The margin started improving due to material and inflation
related price recovery starting second half of the year and increased to 16.9% (excluding
Brazil 17.2%) in last quarter of the year.
Continued efforts on business development pipeline to grow the Personal
Care category business resulted in the category growing higher than oral care. Personal
Care now accounts for 47% of tube revenue and this reflects an improvement of 48 basis
points in the share of total tube revenue. We continue to sustain & strengthen our
leadership position in Oral Care.
All regions continue to build a robust business pipeline across all key
categories and specific segments.
EPL has partnered with Colgate Palmolive India, one of the largest oral
care brands to produce Recyclable Platina Toothpaste Tubes in India. During the year
Colgate Palmolive successfully transitioned Colgate Active Salt and Colgate Vedshakti to
100% recyclable Platina laminated tubes. EPL's new Platina Pro - 2nd generation
of recyclable tubes with superior barrier properties, chemical resistance and better
haptics is helping in further optimising the tube structures and enabling faster
conversions of other brands of Colgate Palmolive to sustainable tube formats. Platina Pro
delivers superior barrier to flavour migration which makes its ideal for oral care
packaging and is also recognised by Association of Plastic Recyclers (APR) for its
recyclability in code 2 HDPE recycling stream. EPL's Platina Pro is also available in
transparent and metallised versions to deliver aesthetics and recyclability without loss
of any functionality. Platina and Platina Pro Laminated tubes are certified as 100 percent
recyclable by The Association of Plastic Recyclers (APR) and RecyClass.
Also this year, Himalaya and EPL have jointly worked in redesigning its
facewash range to improve packaging aesthetics focusing on source reduction, yet keeping
it 100% recyclable in code 4 polyethylene recycling stream.
During the year, the company continued engagement with various
customers on sustainability and more than doubled sustainable tube supplies.
We faced challenges over the last couple of years and are clearly
coming out of this stronger. We remain committed to continuous improvement so as to
deliver sustained and profitable growth. Our focus is to deliver a double-digit revenue
growth as China recovers. We will continue to focus on margin improvement through product
optimisation and cost efficiency.
India Standalone
India accounts for around 32.7% of your Company's Consolidated revenue.
In this challenging and volatile environment, the revenue from operations grew by 11.4%.
India witnessed good demand in the year with both Oral and Non-Oral Care revenue growing
by 16.7% and 25.2% respectively.
Subsidiaries and Associate
Your Company operates out of 11 other countries, besides India, through
direct and step-down subsidiaries and one associate. They are divided into 4 regions -
AMESA, EAP, EUROPE and AMERICAS. In the context of volatility and inflationary environment
across the world, AMESA, AMERICAS and EUROPE delivered a double digit growth of 11.7%,
19.0% and 12.7% respectively and EAP declined by 1.5%. Margins of regions are impacted due
to increase in raw material and freight costs, energy costs and lag effect of price
recovery. However, the margins (excluding
Brazil) improved sequentially quarter over quarter in the year from
15.1% in Q1 to 17.2% in Q4.
Business Development Pipeline across regions is very strong with a
focus on sub-categories of personal care by applications.
The development at these subsidiaries and the markets they operate in
are further discussed in the Management Discussion and Analysis (MDA) which forms a part
of this report. The salient features of the financial statements of these subsidiaries and
the associate in the prescribed format are attached as a part of the audited financial
statements.
During the financial year, your Company has incorporated a wholly owned
subsidiary in Brazil. Greenfield project execution was in progress during the year with
volumes expected to ramp up from the first quarter of FY24. One step down subsidiary in
Colombia ceased to be a subsidiary of the Company due to its voluntary winding up. The
operations in Colombia are being continued through the existing subsidiary in the country.
Details about the subsidiaries, associate etc. are given in the MGT 7 /
annual return which is available on the Company's website at
https://www.eplglobal.com/wp-content/uploads/2023/06/Annual-
Return-MGT-7-as-on-2023.pdf.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Companies Act 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), consolidated
financial statements of the Company and all of its subsidiaries and associate, have been
prepared for the year under report. The audited consolidated financial statements along
with the auditors' report thereon forms part of this Annual report. The consolidated
financial statements presented by the company include the financial results of all its
subsidiaries and associate company. The audited standalone financial statements of these
entities have been reviewed by the Audit Committee and the Board.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31 March 2023 was
Rs 636.4 million comprising of 31,82,09,865 equity shares of face value Rs 2 each. During
the year under review, your Company has issued 23,39,186 equity shares in pursuant to
Scheme of Amalgamation sanctioned by the Hon'ble National Company Law Tribunal.
AWARDS AND RECOGNITIONS
Two categories of EPL tubes have won the SIES Star Awards 2023. This is
a great recognition of our efforts towards innovation and design in packaging.
EPL was awarded second prize for the "Commitment to Environmental
Excellence Award" at the esteemed 6th Annual HSE Strategy Summit &
Awards 2023. This is yet another milestone towards our mission to becoming the most
sustainable packaging company in the world.
EPL has been acknowledged as the "Best Company To Work For"
in the Manufacturing sector at The Iconic Platinum Awards by Feather Touch and
"National Best Employer Brands of 2022" by Times Ascent.
AMALGAMATION OF CREATIVE STYLO PACKS PRIVATE LIMITED WITH THE COMPANY
During the year, the Scheme of Amalgamation of Creative Stylo Packs
Private Limited (CSPL) with the Company was approved by the Hon'ble National Company Law
Tribunal, Mumbai Bench (NCLT) on 16 September 2022 and accordingly the order of NCLT had
been filed with Registrar of Companies and the scheme became effective as per applicable
provisions of Companies Act 2013. In pursuant to the Scheme of Amalgamation, the equity
shares of the Company have been issued and allotted to specified shareholders holding
equity shares in CSPL.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA) report for the year under
review which analyzes the operations and state of the affairs of your company and all of
its subsidiaries and associate, is given in a separate section of this Annual Report and
forms part of this Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance aligned with the best practices. Pursuant to applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on
Corporate Governance forms part of this Report. The Company is in compliance with various
requirements and disclosures that have to be made in this regard. A certificate from the
Secretarial Auditor confirming compliance with the Corporate Governance requirements as
stipulated 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 flows and financial position continue to be strong.
Considering the business growth and debt servicing, the Board believes
that appropriate progressive dividend will best serve the interests of the Company and the
shareholders. During the year under review, the Board of Directors of the Company in its
meeting held on 5 November 2022 declared an interim dividend of Rs 2.15 per equity share
of face value of Rs 2 each which was paid to the shareholders whose names appeared on the
register of members as on 15 November 2022.
In addition, your Directors recommended a final dividend of Rs 2.15 per
equity share of the face value of Rs 2 each, for the financial year ending on 31 March
2023. If approved, the total dividend (Interim and Final) for the financial year will be
Rs 4.30 per equity share of face value of Rs 2 each. The combined dividend of Rs 4.30 on a
face value of Rs 2 represents a dividend rate per share of 215% on such face value. In the
previous financial year total dividend declared was Rs 4.30 per equity share of face value
of Rs 2 each.
The Dividend Distribution Policy is posted in the investors section on
the Company's website at https://www.eplglobal.com/wp-content/
uploads/2021/04/Dividend_Policy_EPL_web.pdf
TRANSFER TO RESERVES
There is no specific statutory requirement to transfer any sum to
General reserve in relation to the payment of dividend. Your Directors therefore, have not
proposed any sum for transfer to Reserves during this year.
FINANCE AND ACCOUNTS
Finance cost for the year increased by Rs 271 mn due to increase in
benchmark rates across geographies.
The consolidated net debt at end of FY23 was Rs 5,064 mn, including Rs
1,545 mn for setting up greenfield project in Brazil. Adjusted for Brazil greenfield
project loan, the net debt reduced by Rs 1,007 mn as compared to FY22 due to focus on
capital allocation and reduction in working capital. We continue to have a healthy debt to
equity ratio of 0.39 (0.36 PY) and a Debt Service Coverage Ratio (DSCR) of 3.00 (4.64 PY).
The consolidated ROE and ROCE are at 11.9% and 13.2% respectively as compared to 12.2% and
15% in March 2022. Financial parameters such as DSCR, Interest Coverage Ratio and Debt
Equity Ratio are all at healthy levels both on Standalone and Consolidated basis.
Your Directors are pleased to share that CARE Ratings has upgraded your
Company's rating from CARE AA to CARE AA+; Stable (Double A Plus; Outlook: Stable) for
NCDs and long-term bank facilities/ short term bank facilities. The Company continues to
enjoy CARE A1+ rating for its short-term bank facilities. The Company is also rated by the
rating agency India Ratings and Research (FITCH Group) which has reaffirmed the Company's
long-term issuer rating as "IND AA+" with a stable outlook. The rating agency
India Ratings and Research reaffirmed the credit rating for its Commercial Paper as
"IND A1+"
Forex loss of Rs 213 mn was incurred during the year, mainly due to 36%
depreciation of Egyptian pound.
STATUTORY AUDITORS
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm
registration no. 001076N/N500013) were appointed as Statutory Auditor of the Company for a
term of five years in the AGM held on 6 August 2020.
The Report given by the Auditors on the Financial Statements of your
Company is part of this Annual Report. There is no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.
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), had been appointed
to undertake the secretarial audit of the Company for the year ended on 31 March 2023. The
secretarial audit report forms a part of this Report and is annexed as Annexure 1. The
said report does not contain any qualification, adverse remarks or disclaimer.
The Company has complied with the Secretarial Standards as applicable
to the Company pursuant to the provisions of the Companies Act 2013.
COST AUDITORS
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 the audit of cost records maintained by the Company in respect of
the financial year ending 31 March 2024. Your Directors based on the recommendation of the
Audit committee, have re-appointed M/s. Jitendrakumar & Associates, Cost and
Management Accountants, as the Cost Auditor to audit the cost
records for the financial year ending 31 March 2024. Remuneration
payable to the Cost Auditor is subject to ratification by the members of the Company.
Accordingly, a resolution seeking members' ratification for the remuneration payable to
M/s. Jitendrakumar & Associates, Cost and Management Accountants, is included in the
Notice convening the Annual General Meeting, along with relevant details, including the
proposed remuneration. The Company has maintained cost accounts and records as per
applicable provisions of section 148 of the Act.
DIRECTORS AND KMP
In accordance with the provisions of section 152(6) of the Companies
Act and the Articles of Association of the Company, Mr. Aniket Damle, Non-executive
Non-Independent Director is retiring by rotation at the ensuing Annual General Meeting
(AGM), and being eligible, offers himself for re-appointment. The Board recommends his
reappointment. A detailed profile of Mr. Aniket Damle with additional information required
under Regulation 36(3) of the Listing Regulations and Secretarial standards on General
Meetings is provided in the Notice of AGM.
All the Independent Directors have given the declaration that they meet
the criteria of independence laid down under Section 149 of the Companies Act 2013 and the
Listing Regulations. Every Independent Director of the Company has affirmed that they have
either registered themselves under Independent Director Database and they have passed
online proficiency test as required or have been exempted therefrom due to their seniority
and experience.
The Company has received the declaration from all the Independent
Directors confirming that in terms of Regulation 25(8) of the Listing Regulations, they
are not aware of any circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. In terms of Regulation
25(9) of the Listing Regulations, the Board of Directors have taken on record such
declarations after undertaking due assessment of the veracity of the same.
Further, details of Directors including remuneration, remuneration
policy, criteria for determining qualification, positive attributes and independence,
performance evaluation of the Board, Committees and Directors, meetings, committees and
other details are given in the Corporate Governance Report, which is an integral part of
this Annual and the Board's Report. Remuneration policy is posted in investors, corporate
governance section on the Company's website at https://
www.eplglobal.com/wp-content/uploads/2021/04/Remuneration- policy-2019.pdf and salient
features of the same are mentioned in the Corporate Governance Report.
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance included in this Annual
Report.
Mr. Amit Jain, was appointed as a Chief Financial Officer of the
Company with effect from 1 April 2022.
Mr. Keyur Doshi, was appointed as the Company Secretary and Compliance
Officer of the Company w.e.f. 13 April 2023. Mr. Suresh
Savaliya, resigned from the post of the Company Secretary and
Compliance officer w.e.f. 12 April 2023.
Pursuant to the provisions of Section 203 of the Companies Act 2013, as
on the date of this report, the Key Managerial Personnel of the Company are Mr. Anand
Kripalu, Managing Director and CEO, Mr. Amit Jain, Chief Financial Officer and Mr. Keyur
Doshi, Company Secretary and Compliance Officer.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act,
2013:
a) that in the preparation of the annual financial statements for the
year ended 31 March 2023, 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 to the
financial statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31 March 2023 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
The Audit Committee of the Board has been constituted as per the
Listing Regulations and section 177 of the Companies Act 2013. Constitution, meetings,
attendance and other details of the Audit Committee are given in the Corporate Governance
Report which is part of this Report.
PERFORMANCE EVALUATION
Nomination and Remuneration Committee and the Board have adopted a
performance evaluation policy for Board, Committees and Directors with the intent to set
out criteria, mechanism and process for the performance evaluation. The policy provides
manners to evaluate the performance of the Board, committees, independent directors,
nonindependent directors and chairman. Criteria in this respect includes; Board
composition, a mix of skill, experience, members' participation and role, attendance,
suggestions for effective functioning, board processes, policies and other contribution to
Board effectiveness. The evaluation process includes review, discussion and feedback from
directors and rating on the questionnaires through an online software based system.
Evaluation of Performance of the Board, its Committees, every Director
and Chairperson, for the financial year 2022-23 has been done following the process as per
the policy. The manner in which the evaluation has been carried out has also been
explained in the Corporate Governance Report, which forms part of this Annual Report.
FAMILIARIZATION PROGRAMMES
The Company's policy on programmes and measures to familiarize
Independent Directors about the Company, its business, updates and development includes
various measures viz. issue of appointment letters containing terms, duties etc.,
management information reports, presentations and other programmes as may be appropriate
from time to time. The Policy and programme aims to provide insights into the Company to
enable independent directors to understand the business, functionaries, business model and
other matters. The said Policy and details in this respect are displayed on the Company's
website at https:// www.eplglobal.com/wp-content/uploads/2023/04/Familiarisation-
Program-31-March-2023.pdf.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its Corporate Social Responsibility (CSR) initiative, the
Company has undertaken CSR projects and programs. Thrust areas for CSR include care and
empowerment of the underprivileged, education, drinking water project, rural area
development and skill development. These activities are in accordance with CSR activities
as defined under the Act. The Company has a CSR Committee of Directors. Details about the
Committee, CSR activities and the amount spent during the year, as required under section
135 of the Act and the related Rules and other details are given in the CSR 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 at https://
www.eplglobal.com/wp-content/uploads/2021/04/Corporate-Social- Responsibility-Policy.pdf.
The CSR Policy lays down areas of activities, thrust areas, types of projects, programs,
modes of undertaking projects/ programs, resources etc.
Your Directors are pleased to report that the Company's subsidiaries
overseas also give back to the society in their respective geographies through various
initiatives on the health, education and other fronts.
The Company is successfully implementing skill development programme.
The Company has initiated and completed Rural Development project in areas around the
vicinity of its factories such as drinking water project, construction of school library,
construction of school classrooms and installation of street lights.
LOANS, GUARANTEES AND INVESTMENTS
The Company mainly gives guarantee for its subsidiaries to meet their
business needs. Details of loans, guarantees and investments covered under applicable
provisions of section 186 of the Act and as per para A of Schedule V of the Listing
Regulations are given in note 52 to the standalone financial statements.
RELATED PARTY TRANSACTIONS
Arrangements or transactions entered by the Company during the
financial year with related parties were at 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 transactions to report in Form AOC-2.
Details of the related party transactions during the year as required
under Listing Regulations and Indian accounting standards are given in note 54 to the
standalone financial statements.
The policy on dealing with the Related Party Transactions including
determining material subsidiaries is posted in investors, corporate governance section on
the Company's website at https://www.eplglobal.
com/wp-content/uploads/2021/04/Related-Party-Transaction-Policy.pdf and
https://www.eplglobal.com/wp-content/uploads/2021/04/Policy-
for-determining-material-subsidiary.pdf.
HUMAN CAPITAL
Relations with employees across all the offices and units continued to
be cordial. HR policies of the Company are focused on developing the potential of each
employee. With this premise, a comprehensive set of HR policies are in place, aimed at
attracting, retaining and motivating employees at all levels. Your Company had 1358
permanent employees as on 31 March 2023.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
Annexure 3 (a) and forms part of this Report.
Other details in terms of Section 197(12) of the Companies Act 2013
read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure 3 (b) and forms part of this
Report.
EMPLOYEE STOCK OPTIONS
The Employee Stock Option Scheme 2020 (the Scheme or ESOS2020) was
approved by the Board of Directors on 22 May, 2020 and by the Shareholders by Postal
Ballot on 1 July 2020 for the employees of the Company and its subsidiaries. There was no
modification in the Scheme during the year. The Scheme is in compliance with applicable
laws.
The Nomination and Remuneration Committee of the Board of Directors
(NRC) of the Company, inter alia administers and monitors the Scheme of the Company in
accordance with applicable SEBI regulations.
On 10 May 2022, the Nomination and Remuneration Committee of the
Company has approved the grant of 1,08,226 Options to the eligible employee of the Company
with a right to exercise into an equal number of equity shares of the face value of Rs 2
each.
The disclosure relating to the Scheme and other relevant details are
posted in the investors, corporate governance section on the Company's website at
https://www.eplglobal.com/wp-content/uploads/2023/06/ Disclosure-regarding-ESOS-2023.pdf.
The Scheme shall not extend to any Promoter or those belonging to the
Promoters Group or to any Director, who either by himself or through his relatives or
through any body corporate, directly or indirectly holds more than 10% of the outstanding
equity shares.
The relevant details on the options granted and the accounting of their
costs are set out in the Notes to the Standalone accounts.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends, after the completion of seven years
are required to be transferred by the Company to the IEPF, established by the Government
of India. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. During the year, the Company has
transferred the unclaimed and unpaid dividends of Rs 13,06,080/-. Further, 50,304
corresponding shares on which dividends were unclaimed for seven consecutive years were
also transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise
amounts of unpaid / unclaimed dividends lying in the unpaid account up to year ended 31
Marsh 2023 are provided in the Shareholder Information Section of Corporate Governance
Report.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) of the Companies Act
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure 4 and forms part of this Report.
ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)
EPL considers ESG as an integral aspect in the functioning of the
organization and therefore we have incorporated sustainability in the dynamics of our
business by focusing on the 3Ps of business i.e. Product, Process, and People. The 3Ps of
business are aligned with global Sustainable Development Goals (SDGs) and United Nations
Global Compact (UNGC) principles.
At EPL, we have a 360? approach to sustainability, our perspective
towards sustainability encompasses social, environmental, health, and safety obligations.
Our vision is not limited just to our products but we also strive to reduce waste,
conserve our natural resources, make our products sustainable and create a safe and
inclusive workplace environment.
EPL constantly endeavours to broaden its spectrum in sustainability and
hence it has engaged with external organizations like EcoVadis, Ellen MacArthur
Foundation, and UNGC etc. We also report our Environmental, Social and Governance
performance initiatives and sustainability roadmap through our Annual Sustainability
Report which is aligned in accordance with GRI reporting.
To ensure that our actions are both profitable and sustainable, we are
developing a sustainability roadmap that is woven with these principles viz. Product,
Process and People sustainability.
Product sustainability
Sustainability in terms of our Products is reflected through our Range
of Platina tubes which is 100% recyclable. The spectrum of our product has an integration
of the 3Rs (Reuse, Reduce and Recycle). We are on the path to achieving 100% recycle-ready
products. EPL achieved Green (Aligned) rating on all the Global commitment toward Ellen
MacArthur foundation plastic circular economy.
Process sustainability
EPL has made efforts towards integrating sustainability in its
strategy, process and all operations by incorporating the Harmonised Manufacturing Policy
into it's operations. We have made a commitment to reducing environmental concerns like
the elimination of waste, reduction of emissions and conserving natural resources. To
enhance our Environmental Performance, all our manufacturing plants are certified with an
Environmental management system (ISO14001:2015) & Energy Management System (ISO
50001:2018) from TUV Nord.
Moreover, to strengthen our commitment to environment, we have set a
goal to achieve Net Zero emissions globally by 2050, as per the Science based targets.
EPL has continued to maintain its CDP rating "A" for supplier
engagement Leadership for the second consecutive year. EPL also progressed towards climate
change rating A- (Leadership band) for CDP 2022 rating.
People sustainability
EPL fosters a culture that values diversity, inclusion and supports our
employees' development. We acknowledge our responsibility towards driving the economic,
social and governance value. Our policies are aligned with UNGC principles and incorporate
people's practices on ethics, labour and human rights.
We encourage our stakeholders, suppliers and vendors to follow the best
practices outlined in our policies and code of conduct. Throughout the year several
sensitization programmes are implemented to ensure that our supply chain is in full
compliance with our sustainability philosophy. A significant portion of our social
outreach efforts are directed towards members of the communities in which we live by,
through our CSR initiatives. Our CSR initiatives are aligned and focused on promoting the
Sustainability Development Goals (SDGs) through engaging in community development, skill
development and plastic waste management. EPL maintains its standards at the workplace and
has been certified with ISO 45000:2018 for all its plants across the globe to regulate and
create safe workplace and to minimize workplace fatalities.
To achieve a diverse and gender-equal workplace, EPL aims to achieve
30% of women workforce globally, and till date, EPL has a total 24% of women workforce
globally.
EPL has always intended to keep a harmonious environment to encourage
and motivate employees. EPL has been recognized as one of the "National Brands of
2022" by World HRD Congress and has been bestowed with "Best Company to Work
for" award in the Manufacturing sector at the Iconic Platinum Awards by Feather
Touch.
We place a strong emphasis on sustainable procurement practices in
addition to high-quality products. We have acquired ISO 20400:2017 (Sustainable
Procurement) accreditation for all the plants to align our procurement practices with
sustainable goals.
At EPL, we constantly aim to surpass our previous accomplishments. We
like setting an example for others and will keep doing so by making greater efforts in the
areas of Environment, People and Profits.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
As per applicable provisions of the Listing Regulations, a Business
Responsibility and Sustainability Report is annexed herewith and forms part of this Report
as Annexure 5.
OTHER INFORMATION / DISCLOSURES
There are no significant material orders passed by the Regulator,
Courts or Tribunal which would impact the going concern status of the Company and its
future operations.
There have been no material changes and commitments affecting the
financial position of the Company, that have occurred between end of financial year and
date of this Report.
In accordance with section 134(3)(a) and section 92(3) of the Act an
Annual Return as at 31 March 2023 in Form MGT-7 is posted on the website of the Company at
https://www.eplglobal.com/wp-content/ uploads/2023/06/Annual-Return-MGT-7-as-on-2023.pdf.
Wherever applicable, refer the Company's website https://www.
eplglobal.com/. Relevant details will be provided to the members who seek those details
with a written request to the Company Secretary.
The Company has a policy against sexual harassment at work place and
has constituted an Internal Complaints Committee and complied with the provisions in this
respect as applicable under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There was no complaint received from any employee
during the year, nor any complaint remains outstanding for redressal as on 31 March 2023.
There was no complaint pending to resolve as on 31 March 2022.
No application has been made by the Company and there are no
proceedings pending against the Company, under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the Financial Year 2022-23.
There were no transactions requiring disclosure or reporting in respect
of matters relating to one-time settlement with any bank or financial institution.
VIGIL MECHANISM
The Company has a vigil mechanism to deal with instances of unethical
behaviour, fraud or mismanagement. The whistle blower policy is available on the website
of the Company at https://www.eplglobal.
com/wp-content/uploads/2021/04/2-WBP-EPL-2021-web.pdf. Contact details in relation to
whistle blower policy are posted on the Company's website.
During the year under review, neither the statutory auditor nor the
secretarial auditor has reported to the Audit Committee under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's Report under
the said Section read with Section 134(3)(ca) of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate Internal Financial Control System
to ensure that all assets are safeguarded and protected against loss from unauthorized use
or disposition and the transactions are authorized, recorded and reported correctly.
The Internal Financial Control is exercised through documented
policies, guidelines and procedures. It is supplemented by an extensive program of an
internal audit conducted by in-house trained personnel and external firms of Chartered
Accountants appointed on recommendation of the Audit Committee and the Board. The audit
observations and corrective action, if any, taken thereon are periodically reviewed by the
Audit committee. 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 the control assurance process, the
financial controls were reviewed by an independent agency in line with the guidelines
issued by ICAI on internal financial controls and reported satisfactory in design and
operational effectiveness.
RISK MANAGEMENT
A risk is an event or condition whose occurrence has an adverse impact
on the achievement of the Company's business objectives. Risk management is becoming even
more relevant and important in today's world where uncertainties are increasing by the
day.
At EPL, we have framed a robust Risk Management Policy to identify,
assess, monitor and mitigate actual or potential risk exposures in order to minimize any
adverse impact on our strategic business objectives, protecting the interest of our
stakeholders and meeting the regulatory requirements. We have a well laid down mechanism
where all business functions follow a common language of risk and work on monitoring risks
on a regular basis wherein the nature/quantum of material risks are assessed along with
the adequacy of the mitigation measures. We leverage on the risk management process to
drive better business decisions, protect our assets and support a sustainable business.
The Board through the Risk Management Committee reviews the risks and
mitigation measures on a periodic basis. All aspects of risk such as strategic, regulatory
and compliance, operational, financial and reputational risks, whether internal or
external, are discussed in the Risk Management Committee meeting. Key risks to which the
Company is exposed are detailed out in the Management Discussion and Analysis report with
the mitigation plan.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public and there
are no outstanding deposits as on 31 March 2023.
CAUTIONARY STATEMENT
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 an increase in input
raw materials price, availability of raw materials, changes in government regulations, tax
laws, economic conditions and other factors.
APPRECIATION
Directors wish to place on record their sincere thanks and appreciation
to all our customers, suppliers, banks, authorities, members and associates for their
co-operation and support at all time and to all our employees for their unstinted
contribution to the growth and profitability of Company's business and look forward to
continued support.
|
For and on behalf of the Board |
|
|
|
EPL Limited |
19 May 2023 |
Anand Kripalu |
Sharmila A Karve |
Mumbai |
Managing Director & CEO |
Director |
|