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EPL LIMITED Annual Report 2021

Jul 8, 2021

60801_rns_2021-07-08_da77c6d5-505b-40c7-88eb-25ee84fcf67f.pdf

Annual Report

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08 July 2021

__ _08 July 2021··-"---·-"·"' '""
! Corporate Service Department ! The Listing Department
\ BSE Limited National Stock Exchange of India Ltd
i 25th Floor, Phiroze Jeejeebhoy Towers,I Exchange Plaza, Plot no. C/1, G Block,
Dalal Street, Mumbai 400 00 I = Bandra-Kurla Complex, Bandra (E)
--__ _~ i Mumbai 400 051
1 Scrip: Equity 500135. ITrading Symbol: EPL
___. ____ _j NCDs 960308, 960310 & 960311 . ______________ .,_

Ref.: EPL Limited

Sub.: Annual Report for the FY 2020-21

Dear Sirs,

Please find attached herewith the Annual Report of the Company for the financial year 2020-21 containing audited financial statements, Auditor's reports, Board report and its annexures.

Annual Report is being sent to members of the Company and also available on the Company's website www.eplglobal.com.

The above is pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, applicable statutory provisions, laws, information and record.

Kindly take the above on record and acknowledge receipt.

Thanking you

Encl.:A/a

Filed on online

EPLLIMITED

(Formerly known as Essel Propack Limited) Corporate Office: Top Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Pare!, Mumbai 400 013. India www.eplglobal.com IT: +91 22 2481 9000/9200 IF: +91222496 3137

pack Leading the

EPL Limited Annual Report 2020-21

What's inside

Contents

  • CORPORATE OVERVIEW
  • From the Managing Director & CEO's Desk
  • EPL at a Glance
  • Leading the pack on Sustainability
  • Leading the pack on Quality
  • Leading the pack on Innovation
  • Leading the pack on Technology
  • Leading the pack on Decoration
  • Leading the pack on Co-creation
  • Leading the pack on Digital Transformation
  • Leading the pack on Value
  • Picking up speed on ESG
  • 2020-21... In retrospect
  • Leading the Change
  • Corporate Information

MANAGEMENT REPORTS

  • Board's report
  • Management Discussion and Analysis
  • Corporate Governance report

FINANCIAL STATEMENTS

  • Financial statements Standalone
  • Financial statements Consolidated

020 PAGE

From the Managing Director & CEO's Desk

SUDHANSHU VATS MANAGING DIRECTOR & CEO, EPL LIMITED

Dear shareholders, it gives me great pleasure to address you as the MD & CEO of your company.

It Was The Worst Of Times; It Was The Best Of Times (with apologies to Charles Dickens)

2 020-21 was a year unlike any other in our living memory. Just as your company was poised for big strides forward, the Covid 19 pandemic struck globally. It disrupted businesses everywhere, both ours and those of our customers and suppliers.

This prolonged uncertainty continues, with varying degrees of vaccination rollout and the emergence of newer variants of the virus. While many markets are now bouncing back, it may still be months before we return to business as usual. Even through all this, I am glad to tell you that 'when times got tough, your company got going'.

Extraordinary performance in an exacting year

Despite these disruptions, I am delighted to share that your company delivered exceptional results even as we mitigated risks and ensured employee safety. EPL delivered double digit revenue growth at 12%, and a strong growth of 15.3% in PAT. This is a standout performance from everyone at EPL.

EAP region led from the front in performance, driving innovation, penetrating new categories and gaining from a sharp V-shaped economic recovery in China. The region delivered a remarkable revenue growth of 25.5% and a PBIT growth of 43.8%.

Europe grew strongly by proactively launching hand-sanitizer tubes for several brands. The region also delivered on its strategic agenda of margin improvement, increasing EBITDA by 177 basis points. Sales grew strongly by 13.5%, and PBIT by an impressive 63.6% in a very tough year.

AMESA came up with a fighting performance despite the crippling lockdown that India announced in March, 2020. Sales grew at 6.1% and PBIT grew 0.7%. We entered new segments, acquired new pharma customers, secured wins over rivals, and kept a tight leash on costs. Your company acquired Creative StyloPack, a specialist player with a strong

presence in Beauty & Cosmetics. This complements EPL's strengths and will accelerate our growth in FY'22.

The Americas saw sales of travel-tubes dropping sharply due to the pandemic's impact on the travel industry. The second and third waves in the USA led to higher absenteeism and overtime costs, impacting profits. While sales grew 5.4%, PBIT declined by 19.8%. Despite this, we have generated a strong sales pipeline that will accelerate growth momentum in FY22 and beyond.

Exciting times ahead Expanding the Box by sharply

segmenting the market: EPL has been the global leader in Oral Care for several years. Going forward, we are looking to grow across 5 key categories – Oral Care, Beauty & Cosmetics, Pharma & Health Care, Foods & Nutrition and Home Care. This marks an important strategic shift for us. We will extend our global leadership in Oral Care, both in volume and value. In addition, we will aggressively drive penetration in Beauty & Cosmetics as well as Pharma & Health Care. We will also systematically build our presence in Foods & Nutrition and Home Care.

Green Packaging: Sustainability is our

overarching priority. Consumers are driving this agenda globally, as are our top clients who have gone ahead and made bold commitments to all their stakeholders. EPL will ride this wave, partnering and leading our customers in the process.

The future is digital: The one upside of Covid19 is that it has accelerated all things digital. Digital Transformation will fundamentally change how we do business and how we relate with our stakeholders every day. EPL is leaping forward into the future with big, bold ideas to transform our business.

Unpacking new possibilities: EPL has always thrived on innovation. We are making our client partnerships more agile, and simultaneously strengthening our global delivery system. We are working on ideas to enhance our innovation rate – from seamless idea sharing, to enhancing customer experiences, common platforms, customization and co-creation. The future is exciting, and we will invent our way there.

Strengthening Cost Leadership: One of EPL's key competitive strengths is its cost advantage. We pursue this with a missionary zeal and are constantly exploring new ideas to drive up our margins. We are determined to stretch our cost leadership even further with new ideas, particularly on digitization and integration.

Greening Lives: As a responsible social organization, EPL has launched a CSR strategy. Under the banner of 'Greening Lives', we are driving focused initiatives on waste management and skilling of youth across each of our factories in India. This will soon be extended to other markets as well.

Leading the Pack

In FY21, your company changed its name from Essel Propack Limited to EPL Limited. We redesigned the brand with a contemporary logo that strongly suggests our intent on sustainability. We also introduced a more audacious tagline - "Leading the Pack", reflecting our ambition as global leaders.

Leading the Pack is our vision; a way of life for all of us. It guides the way we think and the choices we make. It is time for us at EPL to step up and boldly extend our global leadership - and Leading the Pack is our mantra.

We have also started to enhance our visibility and salience as a brand. With the launch of a modern website and active engagement on digital media, we are better placed than ever before to proactively engage prospects and customers globally.

We are dedicating this document and the year ahead to this idea pack Leading the

30,916

Sales by Category 54.1% Oral care

45.9% Others

Nationalities

Asians

20%

37% Indians Other

Drive growth across 5 categories globally

Lead on sustainability (products, processes, people)

Digitally transform the business

004 LEADING THE PACK

EPL

at a

Glance

Focus geographies

Drive profitable growth in Europe and North America

EAP and Latin America

Market Leading Revenue Growth. Capital Efficient , Consistent Earnings Growth Mission

(H million) FY21 FY20 Growth
Revenue 30,916 27,614 12.0%
EBITDA 6155 5,600 9.9%
Net Profit 2,391 2,073 15.3%
EPS (`) 7.58 6.57 15.3%
ROCE (%) 19.7 17.8 191 bps
Net Debt 3,147 2,742 -
Capex 1,760 1,286 -

Sustainability Leading the pack on

Leading from the front

We won't lag behind. Indeed, we are leading the pack, steering the journey along with many clients. We have products that qualify under all the 3 Rs of sustainability, as well as laminated tubes that can closely match the barrier properties of Aluminium-based laminates and tubes. Our fully recyclable Platina tubes have already been launched by major brands. Even during the pandemic, we set new records in delivering tubes that offered various sustainability benefits.

These efforts have got their due recognition. Platina has been recognized as the world's first 100% recyclable laminate including shoulder & cap. More such firsts will follow.

Contributing to a circular economy

Redesigning operations to simultaneously benefit business, society and the environment is crucial. Linear 'take-makewaste' models are now passe, and we need to design for regeneration, gradually decoupling growth from the consumption of finite resources.

We complete the circle by making tubes that effectively use Post-Consumer Recycled (PCR) resin. Today we offer tubes with up to 50% PCR content, significantly reducing the need for virgin resins. We are also working to incorporate post-industrial recycled (PIR) resin as an alternate to virgin resins. The day is not far when every tube made by EPL will have a fraction of PCR or PIR resin in it.

At EPL, we believe we can play a strong part in caring for the environment and optimizing our resource usage considering the future generations to come. We are totally invested in the future; after all, that's where we are going to lead the rest of our lives!

Hela Spicy Ketchup

EPL partnered with Hela Gewürzwerk Hermann Laue GmbH (since 1905) to create more sustainable packaging for Hela's brands - Fruit Up and Würz Wonder, as well as the classics from the Spice Ketchup range. We succeeded in harmonizing Hela's customer requirements on sustainability. With an extremely high oxygen barrier close to that of Aluminium Barrier laminates, EPL's Platina Pro solution allows Hela to pack challenging material like ketchups is an optimal, safe, and odourless way. This has been a technical breakthrough for us, as we had to ensure the necessary barrier properties are maintained throughout the entire life cycle of the product.

The future is green

Packaging sustainability is not a 'choice anymore. It is our very permission to operate, anywhere in the world. With increasing urgency from consumers, customers and governments, we are rushing into an era of total sustainability.

Our largest clients like Unilever, P&G, Colgate and GSK have committed to stiff sustainability targets and have drawn clear road maps for achieving the same. They aim to achieve total recyclability, reduce plastic usage and eventually evaluate new eco-friendly packaging alternates to plastics. Some clients have additionally announced their intention to pack toothpaste tubes without secondary packaging going forward; and EPL is in a great position to partner with such clients through advanced innovations in both decoration/stamping and structures.

Quality Leading the pack on

A journey, not a destination

For us, quality is a continuous quest. So we go the extra mile to embed problemsolving techniques in everyday work. We also realize that quality is a mindset, and hence we train all our factory staff on soft-skills, and also create strong quality leadership down the line.

Quality in Brilliant Basics

Kaizen in manufacturing quality and automation is key. Every day, we get better at getting better. Be it in setting up a 'one company, one quality' program, aggressive defect elimination, automation of overall product quality performance or digitization & analytics, we chase quality excellence with missionary fervour.

The pursuit of Zero

The world has seen many quality revolutions over the last few decades, but none have been as profound as 'Zero Defect'. There is something absolute in zero - it is the holy grail. Zero Defect is crucial because the cost of poor quality

gets amplified down the line. Even a tiny defect in input quality can cause a major disruption at our customers' lines, often requiring stoppage, recalibration and restart. This damages customer confidence, and necessitates unnecessary human inspection. Zero Defect obviates this, even as it builds confidence for the future. EPL is well on its way in Zero Defects, and are now confidently promising it to customers everywhere. This is not just about marginally better quality, it is about significantly improved outcomes.

GMP

At EPL's shopfloors, we are focused on Good Manufacturing Practices. GMP goes hand in hand with product quality as it ensures that the best product standards are maintained always, based on the categories of application we participate in. Our well defined GMP program is deployed across the organization, and every employee is trained and refreshed at frequent intervals. The GMP manual is a dynamic document that is constantly aligned to the best practices in the industry.

Product mix-up avoidance

MANAGEMENT 029 REPORTS

CORPORATE 002 OVERVIEW

PRODUCT mix-up on the shop floor is a concern when we are producing some many brands and SKUs. Every plant performed FEMA (Failure Mode Effectiveness Analysis) to study potential risks and identify mitigation mechanisms. The analysis targeted not just process and systems, but also employee skills and knowledge. We then repurposed the cameras installed in every factory to help pinpoint the causal mistakes. And with help from IT, we have built in 100% traceability into the system, allowing us to quickly identify issues and take corrective action.

FINANCIAL 074 STATEMENTS

The cornerstone of our reputation Quality has been at the foundation of the deep respect EPL commands from its customers globally. Indeed, we have expanded into various markets along with our best customers on the back of their belief that we'll always delight on quality.

We are aware that it takes decades of good quality to create a brand, and yet only one bad quality experience to destroy it. So we guard our quality

zealously.

Innovation Leading the pack on

Curiosity with Purpose

At EPL, we define innovation as curiosity with purpose, and we're constantly seeking new ways to make life better for our customers and their consumers. We have created many new ideas in laminated tubes across several dimensions for this, such as:

Appearance - Glow in the Dark, Lens and 3D effects, Holograms

Standout - Glitter foil on normal tubes, metallic doming, embossed/debossed

Functionality - For technically challenging products like hair colourants, honey, ketchup

Lower Carbon - Robust yet significantly downgauged tubes

Protective - Transparent tubes with UV protection

Haptics - Tubes that feel silky to the touch

Textures - Braille effects

Product Innovation

We engage our customers through the entire cycle from concept to commercialization, co-creating ideas, consulting on product & process, and hand-holding right through to the delivery of viable solutions. Our Innovation teams are at the frontier of research on barrier science, product resistivity, product migration and sealability. Product Development teams then take this forward to provide solutions like structure finalization, colour, shoulder and cap type, and decoration. We are also actively investing in prototyping capabilities like 3D printers to make the process better & faster.

Service Innovation

We are actively raising the bar on customer experience in several new ways. Our e-ACT online tool for artwork collaboration allows us to work seamlessly with customers in a virtual world, and we are extending it to many more customers globally. We are also creating a virtual Creative Design Studio to help us move up the value chain and help customers with packaging design early in the cycle.

Institutionalizing Innovation

EPL has traditionally excelled at customer intimacy and innovation agility at a local level, leading to stronger customer relationships. Going forward, we are fully seized of the need to drive global innovation solutions. Sustainability is a particularly large tipping point, impelling us to create global ideas aligned to our customer priorities. We are therefore implementing an Integrated Project Management system, and expect this to dramatically accelerate our innovation efforts globally.

Personalization, the next frontier

Global consumers, especially millennials and Gen Y, are increasingly responding to brands that speak with them, rather than to them. Packaging can greatly help stimulate personalization and personal conversations. EPL has invested ahead of the curve in digital printing capability across the world, and are working with leading clients to create customized offerings for their brands. This is an exciting area, and EPL is keen to Lead the Pack here.

Massage your skin effortlessly

THE revolutionary Sculpting Roller Tube with stainless-steel roller-applicator is a unique solution for skin-care application and massage. Rotating smoothly to open and apply the product, the Sculpting Roller Tube helps you to lift, firm and sculpt skin effortlessly. Its smooth-contour roller glides easily over face & body skin, allowing the product to penetrate evenly and efficiently, with no leakage and no mess. The Roller Tube features a high-brightness web with stamping and decoration, making it a product you will love to show-off.

Over four decades, customers have come to love and respect us for several reasons - but foremost in this is our mastery of technology. We have always stayed at the forefront of technology, be it to deliver better quality, at lower cost, or on time.

The early bird gets the worm

EPL is a pioneer, introducing technology new ideas well before competitors even sensed the need. Our large network of 12-colour printers from the best OEMs allows us to accomplish the most challenging printing tasks with ease. Aggressive investments in digital printers means that we are better poised to accept more flexible orders going forward, even for customization and personalization. We will continue to invest proactively, opening up new possibilities for our clients.

Global Network & Reach

Our technology network is spread across twelve countries. With four decades of global experience, we lead research that advances the science and technology

of packaging, and deliver the highest quality products with superior barrier properties, visual appeal, convenience, and dispensability. Our Innovation Team comprises some of the world's foremost packaging technologists, who have now extended our expertise to new areas like mini-tubes, seamless plastic tubes, caps, and closures. With 20 plants in 12 countries, we deliver over 8 billion tubes a year to over 1200 clients worldwide. We are a global partner of choice to the world's biggest brands, who trust us for our reach, dependability & performance.

Creative Partnerships

We work proactively with OEMs to mature new technologies even as they emerge. This gives us competitive advantage, but equally accelerates the arrival of these technologies to the market as a whole. We also work with OEMs to make machines smarter, leading to longerterm advantages of better operating and people efficiencies.

Automation

We are implementing end-to-end automation of our manufacturing lines; reducing turnaround time, improving quality and reducing wastage. Calibrated dosage of input raw material like HDPE ensures consistent and predictable customer quality every time, even as we operate with JIT precision.

We are also increasing the use of automated guided vehicles placed, reducing manual errors even as we adapt to safer ways of working. We remain committed to our vision of fully mechanized systems that provide unparalleled quality to our customers globally.

Home-grown system for side-seam inspection & corrections

Decoration Leading the pack on

In search of Beauty

In today's cluttered markets, consumers buy what attracts them. Be it offline or online, brands need to appeal to consumers' emotions and then convert that attraction into a purchase. Basically, beauty matters. That is where decoration comes in.

The colours of possibility

For us, colour is an exact science. Colours profoundly affect our moods, informing our choices and reflecting our personalities. At EPL, we create packaging for the world's biggest brands, where fidelity, replicability and registration of

colours is crucial. So we obsess about colours, starting with our choice of ink partners through to the ink dispensers in our state-of-the-art 12 colour printing presses. This helps us create remarkable decoration on packs, and we constantly innovate new ways to deliver colour excellence.

God is in the detail

We fanatically maintain colour accuracy and take extreme measures to prevent colour creep over time. We even ensure that our equipment is cleaned regularly, so that colour tolerances are minimal. And we keep it all in-house to retain total control on colour performance; be it in terms of plates, presses or even training.

The digital future

The world is going digital, and printing is no exception. Digital printing is revolutionizing printing, overturning old assumptions and creating ever newer possibilities every day. And as categories get more and more competitive, digital printing promises unlimited opportunities for the bravest brands to imagine new ways to grow.

Its many benefits including speedy turnaround, superb colour accuracy with outstanding quality, greater flexibility in embellishments, and increased scope for customization and personalization. New digital technologies help enhance brand protection through UV inks, as well as ring in a host of eco-friendly sustainable ideas. Other advantages include the ability to print more versions within a product line, enabling shorter print runs and supporting the use of special effects.

Digital printing also creates huge flexibility. We can now have millions of different designs in the same print run. There are practically no colour limitations and we can implement small print runs easily, even creating customized printing for packaging and displays.

Finally, digital printing is the new leveller, democratizing the world in new ways. It enables brands of all sizes to go to market quickly, engage consumers & provide compelling new experiences. Scale still matters, but imagination matters more.

EPL's has invested proactively in 3D visualization software in collaboration with the top experts globally. Aimed at encouraging early decision making in the pack design process, this also significantly saves time and money.

3D simulation offers several benefits to our customers. It is easy to understand, affords accurate visualization, prevents design & drawing errors, optimizes material usage, speeds up the approval process, is more efficient, and builds clients' appetite to co-create with us.

Co-creation Leading the pack on

None of us are as smart as all of us. EPL works with the smartest brains in the biggest companies, and we have made it a practice to co-create work with them; in the process, using their edge to sharpen ours.

Concept to Tube

Our teams work together with clients to define, design, develop, and deploy new ideas; so their brands can be first to the market where it matters most. Our recent development of organic laminates in the US, our controlled dosage caps developed for cosmetics suppliers in Asia, and our henna tubes for South Asia are some examples of this. We look forward to partnering with more and more players to create packaging magic for them.

Even as we work with all brand leaders, many of our customers are smaller players who do not have the technological reach and resources of a large MNC. They are however agile and hungry. EPL is the go-to partner for many such players, who

rely on our experience and end-to-end services to make their branded dreams a reality.

Geography is History

We have invested in co-creation tools like e-ACT (EPL Artwork Collaboration Tool) where our clients connect seamlessly and securely to collaborate with our sales and production teams. This cloud-based system ensures speed-tomarket, precision, brilliant decoration, quicker decision-making, and complete traceability; all this even as we work virtually. The result - first time right process, zero wastage due to wrong artworks, significant time savings and greater sustainability.

We are also able to help smaller clients with advisory services, and where warranted, turnkey projects to get them going. With us as partners, the scale of a customer's ambition is no longer held back by the scale of their resources.

See it to believe it

Most print is designed flat and in 2D, because that's how the printing and diecutting devices that produce it work. But converting 2D artwork into 3D packaging is difficult and can lead to errors. EPL has invested in state-of-the-art technology that allows us to design packaging directly in 3D, with actual production-like decoration & embellishment effects.

This dramatically improves speed to-market; by enabling more realistic visualization, earlier decision making, and faster approvals. With e-CT in place, we can now create final proofs within hours and at a fraction of earlier costs. We can also innovate new decoration techniques; not just print, but also on caps and shoulders. And all this as we make the entire process much more sustainable with much lower shopfloor wastage and proofing scrap.

Ready - Get Set- CoCreate

EPL has simplified co-creation to a simple collaborative process. The 'input' is a series of discussions on customer needs leading to product definitions. This is then rapidly progressed through sequential prototyping, followed by a series of iterations and approvals.

We love these journeys of creativity, exploration and differentiation. And look forward to going on more and more exciting brand journeys with clients everywhere.

e-ACT is EPL's unique, cloud-based secured collaboration tool that helps our customers to connect seamlessly, securely and collaboratively with us in the packaging print space globally. e-ACT significantly cuts down speed-to-market, artwork errors and material wastage; even as it gives customers a much greater sense of control and ownership over the design & printing process. Crucially, e-ACT allows clients and us to get the whole process first time right.

In fact, EPL is the first and the only packaging converter to offer brand owners this service.

Digital transformation Leading the pack on

The Digital Enterprise

The future of business is digital, and so we are rapidly reimagining our business as a digital-first one. We are taking big steps to digitize every business process – be it to engage clients in ever newer ways remotely, automate our entire value chain, or integrate various functions seamlessly.

Covid-19 has impacted our personal and professional lives profoundly. Companies that have embraced digital solutions have thrived. Next-gen technologies will revolutionize business and the IT industry is delivering new solutions that can handle big data to deliver insights in real-time. Our own industry has been transformed by new concepts like automation, A.I, Robotics & Machine Learning.

EPL is on a SPRINT

Our digital mantra is `SPRINT'; an acronym for Simplify, Predictive, Robust, Innovative, Nimble and Transform. Using these principles to guide our digital journey, we are imagining our DX initiatives in 3 key areas (a) Customer Experience, (b) Operational Excellence, and (c) Enterprise Wide Solutions.

Customer Experience

Our e-ACT tool has digitized the entire artwork process, from need creation to design to approval. Adoption of e-ACT has exploded during the pandemic, enabling teams to work seamlessly in a virtual world. This has replaced several applications we used to us earlier, thereby minimizing errors, reducing process time and ringing in new levels of transparency. We are now evaluating solutions to capture a 360° view of the customer's journey and simplify the process further.

Operational Excellence

We recently went live with an ambitious shopfloor automation initiative - ePAD. This is a game changer and a big step towards Industry 4.0 along with complete digitalization of shop-floor processes.

It integrates many technologies - Edge Computing, Mobile Computing, Mobile Device Management, IoT and ERP on a single platform. We have completely digitized plant maintenance. And in the US, we are piloting automatic guided vehicles to automate our supply chain processes.

Operational Excellence

Digitization of core business processes is vital. We digitized our procure-topay process almost two years ago, which stood us in great stead during the pandemic. Our entire performance planning and budgeting processes have been transformed, enabling better data accuracy and efficiency. We are migrating out from traditional ERP to Memory Computing Database Architecture which will lay the foundation for DX in future. And we are introducing advanced analytics to convert disparate date into real-time insight that drives business decisions.

Head in the Clouds

At EPL we leverage public, private and hybrid cloud extensively. This allows us to stay compliant, agile and cost-effective at all times. As we continue to live in turbulent times, Digital Transformation can be our most powerful weapon to stay agile & profitable.

EPL went live with a game-changing Digital Transformation initiative called ePAD (e-Process Automation and Digitization), a big step forward in our journey towards Industry 4.0 and complete digitalization of the shop-floor. It enables engineers to systematically capture real-time production data by connecting ERP with IoT. This facilitates a range of predictive analytics, even as it frees up engineers to focus on higher-value work. ePAD has been implemented successfully at Nalagarh in India, and is being extended to other factories.

Annual Report 2020-21

Value Leading the pack on

War on waste

EPL is abuzz with ideas to reduce wastage at every level in the value chain. From large projects like rationalizing of manufacturing and support sites, to a series of small acts like light-out operations, no idea is too small to hide wastage. Digital transformation is helping to redesign several legacy processes, reducing wastage in its wake. Industry 4.0 initiatives will further drive such efficiencies.

Capital Efficiency

This is one of our key mantras. EPL believes in ensuring both adequate investments for business growth and also being prudent about it. We are constantly looking at productivity improvements and thereby dialling up capacity utilization coupled with upgrading technologies involved in manufacturing. Return on Capital Employed is a metric that the company is focused on.

Premiumize

For us at EPL, driving value is also equally about premiumization. We are working with some of our largest clients to create premium packaging in terms of

functionality, dispensation or decoration. Customers value the benefits of our zero defects tubes, and this encourages some of the biggest brands to work with us. Smaller clients depend on us for our end-to-end offering, creating more opportunities to impact their businesses through the line. And this focus will only increase as digital printing allows us to address the long tail of demand in industries like Beauty & Cosmetics with personalized shorter runs.

Disrupting value

While cost-efficiency will be a continued focus, we are also pursuing big disruptions to drive costs down. Digital Transformation is a key 'must-win' area for us, and we are pursuing bold ideas that will change the cost profile of the company like never before.

EPL has for long been the cost-leader in our industry, on the back of a laser-sharp focus on costs.

Fit to Grow

EPL runs a company-wide initiative that involves hundreds of regional projects to reduce costs. These include better machine utilization, raw material reduction, use of alternate materials, rationalization of manufacturing and constant benchmarking. This focus has yielded strong EBITDA gains over the years, and stood us in great stead even during the pandemic. We are now adding large global initiatives to this program, and our senior management monitors this with tight focus.

ESG Picking up speed on

Sustainability beyond products

EPL is ahead of the curve on product sustainability. Our Platina range contributes strongly towards a circular economy, and we are on our way to be 100% recycle-ready over the next few years. We also proactively drive initiatives like PCR and PIR to ensure that we are leading thought in our industry.

This is however only a subset of our journey on three dimensions - product, process and people sustainability. This holistic view is being actively pursued as part of our ESG focus..

Environment

Our world faces unprecedented problems, and we want to be part of the solution. We cannot do everything, but we certainly do our bit. Climate change is a real threat, and we can do so much to reverse it – be it cutting emissions, reducing our carbon footprint, saving energy, or partnering with others to make a big difference. This is more than a goal, this is our covenant for a better world.

EPL is very focused on CO2 emission reduction through a company-wide initiative that targets renewable energy, wastage reduction and recyclability with the goal of achieving carbon-neutrality. We participate in several programs like Eco Vadis and CDP, and drive customerspecific initiatives around CO2 emissions. We also published our first Annual Sustainability Report in 2020, wherein we declared all our initiatives, including performance and future plans. The aim is to make public our commitments through widely accepted sustainability programs that are designed in line with the climatechange goals of the world.

Social

EPL focuses on ethics, labour and human rights; whilst following SEDEX guidelines. Our employee practices are very progressive, including our policies on DE&I, as has been echoed strongly during the pandemic.

Our CSR initiative "Greening Lives" drives positive change for stakeholders around all our factories in India, and will soon be expanded globally. We are initially focusing on two critical areas - waste management and the skilling of youth - which we assess as much needed highimpact spaces.

Governance

We are embracing ESG-based reporting; exploring new ideas like working with UN-recommended Sustainability Development Goals (SDGs) with a view to protect our planet. Going forward, ESGbased reporting would encompass policy disclosures, ESG evaluation frameworks, and reporting.

Governance can cover more areas to deliver sustainability goals - such as planning for an integrated ESG reporting, GRI based metrics, SDGs based on UN compact, materiality assessment for internal focus areas, diversity and gender representation at all levels, SASB reporting, and aligning with global & local regulatory requirements.

Most of these governance factors are futuristic. But we have started walking the talk, and are committed to evolve these proactively.

100% Recyclability

EPL's Platina Tube with an HDPE closure was recently recognized by the APR (Association of Plastic Recyclers) as the world's first fully sustainable and completely recyclable tube with a cap combination. A testimony to our pioneering abilities in sustainability. Since then, we have also achieved full recyclability for Platina Pro tubes with a material thickness of 220 µ and 250 µ.

2020-21...

EPL has remained steadfast on its growth journey across key performance metrices despite hurdles posed by the significant headwinds prevailing in the economic and sectoral environment. A comparative, fiveyear summary of key financial performance indicators highlights the Company's ability to sustain its podium position.

In retrospect.

EBITDA [H mn]* *EBITDA % for FY16, FY17 and FY18 are made comparable based on Revenue from Operation net of indirect taxes 4,242 4,728 5,015 5,600 FY17 FY18 FY19 FY20 FY21 6,155 Return on Capital Employed [%]Profit after tax [H mn] 1,903 1,716 1,925 2,073 FY17 FY18 FY19 FY20 FY21 2,391 Return on Equity [%]

16.9 17.2 17.0 17.8 FY21 19.7

FY17 FY18 FY19 FY20 17.4 15.4 14.4

FY17 FY18 FY19

Leading the

Directors

Davinder Singh Brar Chairman & Independent Director

Uwe Rohrhoff Independent Director

Amit Dixit Director

Dhaval Buch Director

Sharmila Abhay Karve Independent Director

Sudhanshu Vats Managing Director & Chief Executive

Officer

Animesh Agrawal Director

Aniket Damle Director

Charge

Management team

Ram Ramasamy Chief Operating Officer

Parag Shah Chief Financial Officer

Dileep Joshi Director - Human Capital

Alan Corner Regional Vice President - Europe

Kelvin Wang Regional Vice President - East Asia Pacific

Mauro Catopodis Regional Vice President - Americas

Deepak Ganjoo Regional Vice President - Africa, Middle East and South Asia

Prakash Dharmani Global CIO

Suresh Savaliya Head - Legal, Company Secretary & Compliance Officer

Hariharan K Nair VP - Creativity & Innovation

Amit Jain Head - Corporate Finance

Shrihari Rao Head - Printing Technology

Rajesh Bhogavalli Head - Global Supply Chain

Rajiv Verma Head - Manufacturing Technology

Pramod Menon Head - Global Quality & Process Improvement

FINANCIAL 074 STATEMENTS

Corporate Information

BOARD OF DIRECTORS

Davinder Singh Brar Independent Chairman
Sharmila Abhay Karve Independent Director
Uwe Ferdinand Rohrhoff Independent Director
Sudhanshu Vats Managing Director & CEO
Amit Dixit Director
Dhaval Buch Director (wef 19 April 2021)
Animesh Agrawal Director
Aniket Damle Director

Sudhanshu Vats Managing Director & CEO Dhaval Buch Director (wef 19 April 2021)

Parag Shah Chief Financial Officer Suresh Savaliya Head – Legal & Company Secretary

AUDITORS

Walker Chandiok & Co LLP Chartered Accountants

BANKERS

Axis Bank Limited DBS Bank Limited Citi Bank, N.A. The Hongkong and Shanghai Banking Corporation Limited JP Morgan Chase Bank

DEBENTURE TRUSTEE

Axis Trustee Services Limited

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana road, Marol, Andheri (E), Mumbai-400059, Maharashtra, Tel No. 022-62638200, Fax: 022-62638299, [email protected]

REGISTERED OFFICE

EPL Limited, P.O. Vasind, Taluka: Shahapur, District: Thane, Maharashtra - 421 604, India. Tel: +91 9673333971/9882

CORPORATE OFFICE

Top Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013, India. Tel: 022-24819000 Fax: 022-24963137 [email protected] https://www.eplglobal.com CIN: L74950MH1982PLC028947

UNITS - INDIA

Vasind and Wada (Maharashtra), Dhanoli (Gujarat), Nalagarh (Himachal Pradesh), Goa and Katenipara (Assam)

028 LEADING THE PACK

Board Report

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 2021.

The highlights of the financial results are set out below.

CONSOLIDATED GLOBAL RESULTS

The summary results are set out below.

(` in Million)
Particulars Year ended31.03.2021 Year ended31.03.2020
Total Income 31061 27747
Profit Before Depreciation, Finance Costand Tax (PBDIT) inclusive of other income 6256 5708
Finance Cost (429) (556)
Depreciation (2346) (2298)
Profit before share of Profit/ (Loss) fromAssociate and exceptional items 3481 2854
Share of Profit /(Loss) from Associate (9) (6)
Profit before exceptional items and tax 3472 2848
Exceptional items net (Loss)/Gain (161) (94)
Tax expense 868 638
Net Profit for the year attributable toowners of the parent 2391 2073

The Consolidated Total Income grew year over year by 11.9%, with the Sales and Operating income growing by 12.0%.

Despite the pandemic, all regions registered healthy growth. EAP and Europe delivered double digit growth of 25.5% and 13.5% respectively. Further, EAP and Europe margins improved to 24.3% (PY 23.0%) and 14.6% (PY 12.8%) respectively. In a difficult year, the margins at 19.9% (PY 20.3%) reflects your Company's ability to sustain the margins. Our strategy of growing personal care category share resulted in the personal care share increasing to 45.9% (PY 44.8%).

Consolidated operating profit margin improved by 0.3% to 12.3%. Strong operating cash flows, prudent capital allocation and lower interest rates resulted in finance cost lower by 22.8% compared to previous year. The net profit attributable to the equity holders excluding exceptional items of `2552 Mn for the year grew by 17.8%.

INDIA STANDALONE RESULTS

The summary results are set out below.

(` in Million)
Particular Year ended31.03.2021 Year ended31.03.2020
Total Income 9552 8832
Profit Before Depreciation, Interest and Tax(PBDIT) inclusive of other income 2786 2519
Finance Cost (148) (200)
Depreciation (896) (972)
Profit before Tax and exceptional items 1742 1347
Exceptional items net (Loss)/ Gain -- (94)
Tax Expense (212) (195)
Net Profit for the year 1530 1058

The Total income for the year has grown by 8.2% over the previous year. India standalone Net profit excluding exceptional item is higher by 32.8% at 1530 Mn, compared to1152 Mn in the previous year. The Company has received Dividend amounting to ` 932 Mn from foreign subsidiaries.

REVIEW OF MARKET, BUSINESS AND OPERATIONS

Your Company is the world leader in manufacturer of laminated plastic tubes. Its operations are spread across the globe, in 10 countries and 19 manufacturing units. Our wide range of laminates, coupled with innovative decoration, closures, dispensers and innovative features are in great demand across both FMCG and Pharma companies the world over.

Your company received global recognition from the Association of Plastic Recyclers (APR), USA for its Platina tubes with an HDPE closure. Platina is the first fully sustainable and completely recyclable tube in the world, including shoulder and cap, to get this recognition. It is the only tube to have an integrated shoulder inner barrier liner (IBL) that is also recyclable in the HDPE recycle stream. Platina tubes and caps were also certified as 100% recyclable by RecyClass European Certification for 'Code 2' (recycling) earlier, making them the only specialty packaging tubes and caps globally to be recognized as 100% recyclable.

During the year, the pandemic continued to disrupt supply chain across a range of industries. Your Company took timely and proactive measures to ensure safety of its employees, operations and uninterrupted services to its customers. The Company continues to monitor the situation carefully and will take appropriate steps as necessary.

Board Report

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

Prudent capital allocation & spend across the regions has been a key driver in the improvement of pre tax RoCE by 1.9% to 19.7% versus last year. Net Debt to EBIDTA stood at 0.5x.

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

India Standalone

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

Subsidiaries and Associate

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

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

The development at these entities 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 is attached as a part of the audited financial statements.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and 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. The audited standalone financial statements of these entities have been reviewed by the Audit Committee and the Board.

CHANGE OF NAME OF THE COMPANY

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

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

ACQUISITION

The Board in its meeting held on 12 November 2020 approved the acquisition of Creative Stylo Packs Private Limited (CSPL). The transaction entails purchase of 72.46% stake in CSPL for cash consideration and postacquisition, merger of CSPL with the Company. Accordingly, CSPL became the subsidiary of the Company wef 1 February 2021. CSPL is an established manufacturer of corrugated boxes, laminated tubes, plastic co-ex tubes and caps primarily serving personal care, cosmetic, pharmaceuticals and FMCG markets in India. With this acquisition, the Company plans to make

a much stronger play in the beauty and cosmetics categories which are growing rapidly. The richer product portfolio will allow it to serve both existing and new customers better, driving both volumes and value. The acquisition will also boost EPL's plastic tube capabilities, which combined with EPL's strong equity in laminate tubes, gives the company a vibrant platform for growth.

AMALGAMATION BETWEEN EPL LIMITED AND CREATIVE STYLO PACKS PRIVATE LIMITED

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) report for the year under review, that 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 a part of this 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 a 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 believe that appropriate progressive dividend will best serve the interests of the Company and of the shareholders. During the year under review, the Board of Directors of the Company in its meeting held on 12 November 2020 declared an interim dividend of 2.05 per equity share of face value of2 each which is paid to the shareholders whose names appeared on the register of members as on 23 November 2020.

In addition, your Directors recommend a final dividend of 2.05 per equity share of face value of 2 each, for the financial year ending on 31 March 2021. If approved, the total divided (Interim and Final dividend) for the financial year will be 4.10 per equity share of face value of 2 each. In previous financial year total dividend declared was 3.30 per equity share of face of 2 each.

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

TRANSFER TO RESERVES

There is also 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

Focussed capital allocations, strong cash flows from operations and lower interest rates have resulted in significant reduction in finance cost by INR 127 Mn. This reflects a reduction of 22.8% compared to previous year. The consolidated net debt as at end of FY21 was INR 3147 Mn (PY INR 2742 Mn) reflects an unchanged net debt to EBIDTA of 0.5x Financial parameters such as Debt Service Coverage Ratio, Interest Coverage Ratio and Debt Equity Ratio are all at healthy levels both on Standalone and Consolidated basis.

Your Directors are pleased to inform that during the year, the rating agency Credit Analysis & Research Limited (CARE) has assigned credit rating "CARE AA" for the issuance of unsecured redeemable nonconvertible debentures of ` 50 crores with stable outlook. Company continues to enjoy "CARE AA" rating for its long term bank facilities and "CARE A1+" rating for its short term bank facilities with stable outlook. The Company is also rated by India Ratings and Research (FITCH Group) who have affirmed the Company's long term issuer rating at "IND AA" with positive outlook. The rating agency India Ratings and Research affirmed credit rating to issue Commercial Paper at "IND A1+".

During the year, your Company continued to make successful issues of Commercial papers at competitive interest rates commensurate with its short-term top credit rating and also issued unsecured redeemable nonconvertible debentures at competitive rate of interest.

During the year, your company has redeemed privately placed, rated, unsecured, redeemable, non-convertible debentures of 50 Crores, 500 units of 10,00,000/- each and has paid timely interest thereon.

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

STATUTORY AUDITORS

The observation made in the Auditors Report on the Company's financial statements for the financial year ended on 31 March 2021 are self-explanatory and therefore do not call for any further comments or information.

At the AGM held on 6 August 2020, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm registration no. 001076N/N500013) was appointed as Statutory Auditor of the Company for a term of five years.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 M/s. D 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 31 March 2021. The secretarial audit report forms a part of this Report and is annexed as Annexure 2. The said report does not contain any qualification, adverse remarks or disclaimer.

031 EPL Limited CORPORATE 002 OVERVIEW MANAGEMENT 029 REPORTS FINANCIAL 074 STATEMENTS

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 audit of cost records maintained by the Company in respect of the financial year ending 31 March 2022. 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 31 March 2022. 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. R Nanabhoy & Co., Cost 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. Amit Dixit, Non-executive Non Independent Director is being retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. A detailed profile of Mr. Amit Dixit 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.

Mr. Sudhanshu Vats was appointed as additional director effective from 16 April 2020. The members of the Company at the AGM held on 6 August 2020 have approved the appointment of Mr. Sudhanshu Vats as Managing Director and CEO of the Company for the period of five years with effect from 16 April 2020 and accordingly he is continuing as Key Managerial Personnel.

The Board has appointed Mr. Dhaval Buch as Additional Director on the Board of the Company wef 19 April 2021 who shall hold office up to the date of the ensuing Annual General Meeting. Accordingly, the Board recommends his appointment as a Director of the Company in the ensuing Annual General Meeting and recommends the members to pass a resolution in this respect. Relevant details are given in the AGM Notice and in the corporate governance report.

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 registered themselves under Independent Director Database and they have passed online proficiency test as may be required or applicable to them individually.

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 has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

Mr. Qi Yang, has resigned from the post of Non-executive Non-Independent Director of the Company with effect from 19 April 2021 due to his personal commitments. The Board places on record its appreciation for the contributions and support made by Mr. Qi Yang.

Mr. Amit Jain, has resigned from the post of Non-executive Non-Independent Director of the Company with effect from 26 April 2021 due to his personal commitments. The Board places on record its appreciation for the valuable contributions and support made by Mr. Amit Jain.

Further details of Directors including remuneration, remuneration policy, criteria for qualification, 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 or link, https://www.eplglobal.com/investors/ 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.

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. Sudhanshu Vats, Managing Director and CEO, Mr. Parag Shah, Chief Financial Officer and Mr. Suresh Savaliya, Head – Legal, Company Secretary and Compliance Officer. Mr. Vinay Mokashi, wholetime Director and KMP has resigned wef 15 April 2020.

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) of the Companies Act, 2013:

  • a) that in the preparation of the annual financial statements for the year ended 31 March 2021, 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 2021 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

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 Corporate Governance Report which is part of this Report.

PERFORMANCE EVALUATION

Nomination and Remuneration Committee and the Board adopted performance evaluation policy for Board, Committees and Directors with intents to set out criteria, manners and process for the performance evaluation. The policy provides manners to evaluate performance of the Board, committees, independent directors, non-independent directors and chairman. Criteria in this respect includes; Board composition, mix of skill, experience, members' participation and role, attendance, suggestions for effective functioning, board process, policies and others. The evaluation process includes review, discussion and feedback from directors and rating on questionnaires through online software based system.

Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2020-21 has been done following the manner and process as per the policy which includes discussion, feedback, assessment and rating on questionnaires. 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, presentation 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 others matters. The said Policy and details in this respect is displayed on the Company's website www.eplglobal.com.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. Thrust areas for CSR include care and empowerment of the underprivileged, education, drinking water project, promoting of sports in rural areas. 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, reasons and other details are given in the CSR Report as Annexure 3 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 https://www.eplglobal.com/ 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 extending all possible support to the affected people during the Covid19 crisis. The Company is distributing ration, food and in-kind support to the needy families. Keeping in view the necessity, the Company has launched the "EPL Covid19 Program" to meet the basic needs of the needy who are affected and deprived of the essentials during this lockdown. The Company has distributed food and ration bags to the needy in the vicinity area of its factories located in Gujarat, Maharashtra, Himachal Pradesh, Goa and Assam. The ration bags distributed to the needy are mainly to the migrated labours, daily wage workers, tribals and villagers and those who have been affected the most because of the lockdown. We at EPL have tried to reach them and help them to the extent we could. The Company has also contributed to relief funds and NGOs to help the needy who have been affected due to pandemic and lockdown.

LOANS, GUARANTEES AND INVESTMENTS

The Company mainly gives guarantee for its subsidiaries to meet their business needs. Details of loans, guarantees and investments covered under applicable provisions of section 186 of the Act are given in the note 49 to the standalone financial statements.

RELATED PARTY TRANSACTIONS

Arrangements or transactions entered by the Company during the financial year 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 AOC2.

Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 51 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, https://www. eplglobal.com/investors/

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 1154 permanent employees as on 31 March 2021.

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 4 (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 4(b) and forms part of this Report.

EMPLOYEE STOCK OPTIONS

The Employee Stock Option Scheme 2020 (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.

The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia administers and monitors ESOS2020 of the Company in accordance with applicable SEBI regulations.

On 17 August 2020, the Nomination and Remuneration Committee of the Company has approved the grant of 3,836,099 Options to the eligible employees of the Company and its subsidiaries convertible into an equal number of equity shares of face value of ` 2 each.

The disclosure relating to the Scheme and other relevant details are posted in investors>corporate governance section on the Company's website or link, https://www.eplglobal.com/investors/

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.

Under erstwhile Employee Stock Option Scheme 2014 (ESOS 2014), 114666 options were exercised during the year and equal number of equity shares of face value `2 each were issued as fully paid up against payment of the stipulated exercise price as per the terms and conditions of the Scheme and the Grant letter.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. 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 ` 8,08,119/-. Further, 33,680 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account upto the year and the corresponding shares, which are liable to be transferred are provided in the Shareholder Information Section of Corporate Governance Report and are also available on our website, at https://www.eplglobal.com/

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 5 and forms part of this Report.

ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

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

EPL's focus on sustainability is holistic- including Product, Process and People Sustainability.

  • • On Product Sustainability, our Platina range of tubes contribute significantly towards the circular economy, we also focus on our responsibility as extended producers through various initiatives like PCR and PIR.
  • • On Process Sustainability, we focus on CO2 emission reduction programs, driven through a company-wide initiative that targets renewable energy, wastage reduction and recyclability, in order to achieve carbon-neutrality within defined goals and timelines.
  • • EPL is also focused on people-practices such as ethics, labour and human rights; whilst following SEDEX guidelines. Our CSR initiative "Greening Lives" focuses on driving positive change for stakeholders around our factories, with initiatives around waste management and skill development. All these are measured & monitored through an internationally accepted measurement standard of sustainability - GRI metrics.

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

Business Responsibility Reporting

As per applicable provisions of the Listing Regulations, business responsibility report is given herewith and forms part of this Report as Annexure 6.

OTHER INFORMATION / DISCLOSURES

There are no significant material orders passed by the Regulator, Courts or 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, 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 2021 in Form MGT7 is posted on website of the Company.

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

Wherever applicable, refer the Company's website https://www.eplglobal. com/ or relevant details 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 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 2021. There was no complaint pending to resolve as at 31 March 2020.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behaviour, fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed on the Company's website https://www.eplglobal.com. Contact details in relation to whistle blower policy is posted on the Company's website.

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 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 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

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. Exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact the Company's ability to achieve its strategic and financial objectives. Whenever necessary, the Board reviews the risks and suggests steps to be taken to control and mitigate the same through the appropriate framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms a part of this Annual Report. The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

PUBLIC DEPOSITS

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

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 increase in price of inputs, availability of raw materials, changes in government regulations, tax laws, economic conditions and other factors including Covid-19.

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 your Company's business and look forward to continued support.

For and on behalf of the Board EPL Limited

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

Sharmila Abhay Karve Director

MANAGEMENT DISCUSSION AND ANALYSIS

Your directors are pleased to present the Management Discussion and Analysis for the year ended 31 March 2021.

Management Discussion and Analysis

BUSINESS OVERVIEW

Business Review 2020-2021

FY 2021 was a very challenging year, as the global Covid19 pandemic disrupted life and business at an unprecedented scale throughout the year. The prolonged disruption, with multiple waves across the globe, tested us and our resilience at several levels. Despite these challenges, I am delighted to share that your company delivered exceptionally strong results, even as we mitigated risks and focused on employee safety through these trying times. EPL delivered double digit revenue growth at 12%, and a strong growth of 17.8% in PAT (before exceptional items).

EAP region delivered a standout performance by driving innovation relentlessly, opening up new categories and servicing emerging brands; riding on the back of a sharp V-shaped economic recovery in China. The region delivered an incredible topline (revenue) growth of 25.5% and a bottom line (PBIT) growth of 43.8%.

Europe delivered another strong year, led by proactive efforts to launch hand-sanitizer tubes that leveraged consumer needs and helped us gain share through the year. We focused sharply on margin improvement, enabling us to increase our EBITDA margin by 177 basis points to 14.6%. Sales grew strongly by 13.5%, and PBIT grew at an exceptional 63.6% in a very tough year.

AMESA delivered a good year despite the prolonged and tough lockdown announced in India early in the year. A constant focus on growth – be it through entering a new beauty segment (Henna), acquiring new pharma customers, securing wins over competitors or a tight control on costs – all helped the region deliver a revenue growth of 6.1% and a PBIT growth of 0.7%.

The Americas had a tough year with travel-tubes sales coming to a grinding halt because of the macro-economic impact on the travel & tourism industry. The second and third waves of Covid19 in the USA led to high absenteeism and overtime costs, impacting bottom-line delivery. Consequently, the region delivered a revenue growth of 5.4%, but PBIT declined by 19.8%. On a positive note, all the work done by the team over the year has strengthened our pipeline, and we have entered FY 22 stronger than ever before.

Name Change & Brand Redesign

In FY21, EPL embarked on a journey to refresh the brand. We introduced this idea in our 2020 Annual Report, exploring the opportunity to take a big leap forward. We implemented a formal rebranding exercise, changed the name of the organization to EPL Limited, and redesigned the brand with a contemporary logo and a more audacious tagline "Leading the Pack". This tagline reflects our ambition as global leaders, to "imagineer the future of packaging".

A very comprehensive website makeover accelerated our digital journey. With this modern and mobile-friendly website, we have moved several notches forward in our ability to reach prospective customers and other stakeholders proactively.

We also used this opportunity to reframe employee values in line with our brand promise. We defined four winning values, and subsequently cascaded these across the company. We continue to reinforce these values & behaviours through quarterly interventions led by our People Capital team.

Key Corporate Initiatives

Sustainability is the #1 priority for us as a business. We kicked off our sustainability journey strongly, making over 100m tubes from recyclable laminates and introducing PCR (post-consumer recycled) tubes in Europe. Our Platina laminate portfolio is expanding fast with new extensions like Platina Pro, Platina Clear, Platina Shine, Platina Me, Platina PCR Max and Platina Bio Max. Some of these laminates are now in advanced storage trials with global customers, awaiting commercialization. We have received strong global recognition for these efforts, starting with the ETMA Tubes of the Year award in Europe, and culminating in being qualified by APR as the world's first 100% recyclable tubes, including shoulder and caps. We published our first Sustainability Report and have committed to contributing towards the circular economy, partnering with the Ellen Macarthur Foundation.

Digital Transformation is the other big opportunity we embraced. We started with the update and overhaul of our SAP systems to S4 HANA. This is being rolled out globally. We also kickstarted a project named e-PAD for automation and real-time data capture. With this in place, we can now move on to the next phase of data analytics.

Inorganic growth is crucial over the next few years, and we will progressively look for M&A targets that complement our portfolio. We will in particular seek targets that help us penetrate new categories, new customers, new geographies and new technologies, while being accretive on revenue and profitability. As a first, we acquired Creative StyloPack last year, significantly expanding our reach & capabilities in AMESA.

EPL believes in doing good, even as we do well. So, we accelerated our Corporate Social Responsibility journey under the umbrella of "Greening Lives", onboarding Samhita as our CSR partner in India. Our strategy revolves around the two big pillars of waste management and skilling, two critical social needs in our ecosystem. For waste management, we will be working with Recykal, a successful start-up, to execute our strategy. We also actively contributed to social programs during the Covid19 pandemic through our partnership with the India Protector Alliance.

We remain committed to our mission to deliver market leading growth coupled with capital efficient, consistent earnings growth.

SEGMENT FINANCIAL HIGHLIGHTS

The table below sets out the segment financial highlights for the year:

(` Mn.)
--------- --

OPERATIONAL PERFORMANCE REVIEW

Your company's operational performance in a pandemic year reflects its strong fundamentals and resilience. Consolidated revenue was `30916 mn, a growth of 12% over the previous year. This growth was spearheaded by efforts to build sales pipelines, strengthen our citadel categories, and drive share gains.

In this challenging environment, our EBIDTA at 6155 mn grew by 9.9%, with a margin of 19.9%. Operating profit before interest and tax (EBIT) grew by 15.4%. to 3809 Mn with the EBIT margin improving by 36 bps to 12.3%.

  • Personal Care category revenue share improved by 107 bps to 45.9%.
  • EAP & Europe delivered robust revenue growth of 25.5% and 13.5% respectively.
  • Strong growth in both categories Oral Care grew by 9.9%, and Personal Care by 14.7%.
  • Business development pipeline across regions has been significantly strengthened.
  • Finance costs declined by 22.8%, aided by lower interest costs, prudent CapEx and working capital management. Finance costs hence reduced by `127 Mn.
  • Strong operational cash flows, prudent capital allocation & lower interest costs enabled the ROCE to grow by 191 bps to 19.7%.

The operational performance has been analyzed by business segments below.

SEGMENT-WISE PERFORMANCE REVIEW

The business is managed by four geographical segments viz.

  • 1 Americas (with operations in the USA, Mexico and Colombia)
  • 2 Europe (with operations in the UK, Germany, Poland and Russia)
  • 3 AMESA Africa, Middle East & South Asia (with operations in Egypt and India)
  • 4 EAP East Asia Pacific (with operations in China, Philippines)

Particulars FY ended 31 March 2021 FY ended 31 March 2020 Growth Revenue: AMESA 9934 9362 +6.1% EAP 7820 6230 +25.5% Americas 6521 6188 +5.4% Europe 7686 6772 +13.5% Profit Before Interest and Tax (PBIT) AMESA 1084 1076 +0.7% EAP 1435 998 +43.8% Americas 712 888 -19.8% Europe 625 382 +63.6%

Developments in each of the regions are set out below:

AMERICAS

Your company has a strong market presence in both North and South America through its wholly owned subsidiaries in USA, Mexico and Colombia.

Revenue growth was strongly impacted by Covid-19, and the region delivered 5.4% growth. Oral Care grew by 8.2% and Personal Care by 5.8%. The travel-tubes segment was severely impacted due to restrictions faced by the travel & tourism industries. Covid impacted operational costs as well, and this effect was compounded by investments we made to expand our footprint in the west coast of the USA, and in operations to develop a strong sales pipeline.

EUROPE

Your company has units in Poland, Russia and Germany, from where laminated tubes and extruded plastic tubes are manufactured and sold.

Europe delivered a strong revenue growth of 13.5%, contributed by both Oral Care (+9.2%) and Personal Care (+14.7%) categories. We won significant new businesses, both with large MNCs and local customers. Personal Care category share improved by 112 bps.

EBIDTA grew strongly at 29.2%, and EBIDTA margin improved by 1.8% to 14.6%, largely due to fixed cost leverage on the back of strong revenue growth. Europe continues to have a strong business pipeline for future growth.

AMESA (Africa, Middle East and South Asia)

We service this region through our six units across India, and our subsidiary in Egypt.

AMESA revenue grew by 6.1% to ` 9934 Mn despite the raging pandemic and the severe lockdown in India. Our momentum in the Personal Care was adversely impacted, in particular our growth in Beauty & Cosmetics – and this could not be offset fully despite our strong growth on Pharma.

All our plants in India continued to remain operational and we saw significant improvement in capacity utilization in the second half of FY21. EBIDTA saw a marginal decline of 1.3% compared to previous year in this challenging year.

EAP (East Asia Pacific)

Your company operates out of 5 units in China and 1 unit in Philippines.

EAP revenues grew very strongly at 25.5% to ` 7820 Mn. Personal Care grew by a record 52% and Oral Care by 18.3%. This exceptional growth was driven by aggressive penetration efforts in Personal Care and sharp activities that drove share gains from local competitors. Our Personal Care category revenue share improved by a whopping 587 bps to 40.4%.

Consequent to the strong topline growth coupled with operating leverage, EBIDTA grew by 32.4% and EBITDA margin improved by 126 bps to 24.3%.

CONSOLIDATED FINANCIAL PERFORMANCE OVERVIEW

Your company's impressive fundamentals and resilience reflected in a revenue growth of 12% in a tough pandemic year. Finance costs reduced by 22.8%, driven by aggressive control on operational cash flows, prudent CapEx spends, and lower costs of borrowing. Profit before tax and exceptional items grew by 21.9%. The net profit attributable to equity holders excluding exceptional items for the year grew by 17.8%.

Particulars FY ended31 March2021 FY ended31 March2020 Increase/(Decrease)
Net Sales/Income from operations 30916 27614 +12.0%
Profit from Operations before OtherIncome, Interest and Exceptionalitems 3809 3302 +15.4%
Finance Cost 429 556 -22.8%
Profit before tax and exceptional item 3472 2848 +21.9%
Net Profit for the year to equity holders 2391 2073 +15.3%
Net Profit for the year to equityholders (excl. Exceptional Item) 2552 2167 +17.8%

CREATIVITY AND INNOVATION (C&I)

R&D (a.k.a. Creativity & Innovation within the Company) has been a key driver of your company's growth. The C&I team successfully blended its deep knowledge of polymer science, conversion processes and engineering to continuously advance our product leadership. We are leading global advances in Sustainability, a key driver of both growth and competitive advantage. As a socially responsible company, this will remain a key focus for us.

Building on its innovation momentum, your company continued to make major breakthroughs in recyclable barrier tubes, and in making tubes with post-consumer recycled (PCR) resin content. Our innovations are recognized by Association of Plastic Recyclers (APR), USA and Plastic Recyclers Europe (RecyClass). Such recognition inspires us to accelerate our sustainability commitments to our stakeholders.

A sample of the latest innovations from your company are presented in the Features section of the Annual Report. The R&D facility of your company has been recognized and certified by the Department of Scientific & Industrial Research, Government of India.

Your company continues to protect the enormous intellectual property that C&I creates. Several patents have been applied for, and 66 patents were granted last year. Your company's R&D efforts continue to win accolades at several forums, and across customers, and we continue to partner with customers and stakeholders to roll out new products globally. A structured C&I development process ensures a healthy innovation pipeline and fuels the sales and profitability of your company.

TECHNOLOGY

In its continued journey to develop sustainable tube packaging solutions, your company targets major improvements every year. Increasing the Sustainability Aspect Ratio is a key recent success, and your company has begun to scale up this solution with tremendous success.

Apart from moving towards lean manufacturing, your company has also leaped forward into a fully automated quality control process in both printing and tubing, towards delivering defect-free tubes to customers. It also affected a sharp reduction in wastage by maximizing raw material yield and increasing asset productivity, whilst delivering more. This delivered strong cost benefits, even as it helped your company cement customer confidence.

Going forward, the focus is to innovate products and processes that help us bring down our carbon footprint. And also on generate a 'wow' customer experiences in every newer ways.

Embellishments:

(` Mn.)

Your company realizes that brand packaging plays a crucial role in attracting consumers. So, we focus on pack embellishments, constantly operating at the frontier of aesthetics and technology. With state-of-theart design capabilities, we lead the industry on aesthetics. We further enable several smaller brands to 'design-in' their appeal through our 'Concept-To-Tube' program. With several firsts to our credit, EPL is in a constant pursuit of beauty.

High end decoration:

Superior decoration and embellishment aren't just about customer engagement and loyalty. Your company's customers are also aggressively gaining market share by benefiting from our premium embellishments. As markets rapidly move towards e-commerce, customers will seek newer packaging ideas to build and differentiate their brand experience – and embellishments like foiling, embossing, texture and specialty coatings attract consumers as strongly as the products they hold.

Print Personalization:

Your company raised the bar on personalization by installing digital printers across all regions. Personalization is getting more and more important, particularly to brands targeting millennials. Young consumers appreciate brands that 'speak with' them, not just 'speak to' them'; and the best brands are constantly in search of new ideas that will endear their brands to their consumers. This is going to be a key area of focus for your company going forward.

Apart to personalization, digital printing enables greater color accuracy, better print quality and more affordability, even as it is an environmentally friendly solution. With proactive investments in digital printing, EPL is future-ready for an emergent world of e-Commerce, poised to deliver personalized printing for each customer and consumer. Our digital printers also allow us unmatched capabilities to deliver the following benefits ahead of all our competitors globally.

  • Speedy turnaround
  • Superb color accuracy
  • Easy artwork updates & reworks
  • Increased brand protection
  • Outstanding quality
  • Eco-friendly
  • Affordability
  • Small batch printing
  • Greater flexibility
  • Customizability

Zero-defect:

Zero-defect is a discontinuity in the world of quality. It not only reduces wastage to negligible levels, but also saves customers a lot of effort and money by preventing line-stoppages. Your company has successfully demonstrated zero-defect quality in both printing and tubing, and is now replicating this across all units. Significant business value has already been delivered in terms of reduced scrap and enhanced customer confidence.

EPL is leading the world on zero-defect packaging quality. We have extended this capability to all our manufacturing units, ensuring that not just our customers, but the entire ecosystem benefits from this quality revolution.

Automation:

This is a core strength of your company. All historical manufacturing assets are scalable and upgradable. So, with incremental costs of automation, we are able to ensure that the productivity of each printing and tubing asset increases from 15% to 25%. This has a major impact on the yield and ROI of the capital invested.

FINANCE

Strong operational cash flow management, prudent capital allocation and lower interest rates led to lower finance costs by 127 Mn. Average rate of interest declined by 193 bps due to appropriate mix of various forms of debt, market conditions and better negotiations. Prudent exchange risk management further helped contain exchange losses in the consolidated financial statement at 44 Mn.

The consolidated net debt as at end of FY21 was 3147 Mn, which is higher by 405 Mn. compared to previous year end, representing a healthy debt to equity ratio of 0.32 (0.42 PY) and a DSCR of 3.44 (4.55 PY). Your company continues to enjoy CARE AA rating for its NCDs and other long term bank facilities, and CARE A1+ rating for its short term bank facilities. The consolidated ROE and ROCE are at 15.8% and 19.7% respectively as compared to 14.8% and 17.8% in March 2020.

HUMAN CAPITAL

In a tough pandemic year, your company demonstrated the adage 'when the going gets tough, the tough get going'. We promoted better employee safety and health across all units, including well-sanitized and safe workspaces for employees, adoption of new SOPs, and revised work practices for the safe operations. In our corporate and regional offices, we adopted work-from-home during the peak period of Covid. We also ensured continuous fact-based updates and information to employees using internal communication platforms. Your company enhanced medical insurance coverage for employees and extended proactive support to impacted employees as required. We also engaged a doctor for direct employee access and support. As on March 31st, 2021, 110 employees contracted COVID, out of which 94 have fully recovered, and the rest were well on their way to full recovery.

We leveraged digital platforms to deliver various initiatives such as internal communication, culture development, learning, employee engagement and reporting. Continuous two-way communication enabled us to keep employee morale high in a dynamic climate.

EPL's 'winning values' were redefined within the larger vision of Leading the Pack. We unveiled these values at a global town hall in November 2020, when all our key leaders addressed employees. More virtual workshops and activities are planned in the coming year to help embed these values firmly.

We were keen to keep our employees engaged in this crucial period, and your company continued to conduct fresh initiatives across units and offices. We ran an online employee engagement survey in which an incredible 94% of employees participated and gave enthusiastic feedback. We are now actioning these results.

Your company also accelerated its focus on leadership and talent pipeline development. About 91% of all development projects were successfully completed for identified high-potential talent. New high-potential talent and successors for key roles were identified through Talent Council meetings. Career development plans have commenced for all identified talent. Your company has also ensured 100% execution of planned employee career movements during the year.

In Learning and Development, we focused on capability building of our Sales & Marketing teams. A training program on 'Persuasive Salesperson & Negotiation Skills' was conducted in 3 out of the 4 Regions. During the year, Blackstone (majority stakeholder) also facilitated online training sessions globally on Anti-Corruption and Trade Control Law Compliance policies.

Your company also focused on the "Operator PMS" Competency Assessment Framework for shop-floor employees. This emphasizes the achievement of results using a behavior-linked assessment model to bring objectivity while evaluating competency for shop-floor employees in critical areas like quality, cost, safety, process discipline etc. This also helps to identify & grow good shopfloor talent. The Operator PMS has now been implemented in all our units globally for the second year running.

EPL also redesigned the goal-setting process for middle and higher management to ensure that individual goals have a well-defined linkage to overall business performance. We changed our Performance and Rewards Policy to seamlessly align with overall business objectives. To achieve this, your company defined a pay-for-performance plan linking individual pay to business performance.

Your company further focused on Sustainability by evolving people policies on 'Diversity & Inclusion, Non-Discrimination & Prevention of Harassment', 'Career Management', 'Prohibition of Child & Forced Labour', 'Working Conditions & Labour Relations' and 'Human Rights' – all of which have now been standardized at a global level. EPL also prepared and published its first Annual Sustainability Report aligned to the GRI

standards.

INFORMATION TECHNOLOGY (IT)

Digital Transformation is seen by your company as a major driver of excellence and performance. We continue to invest in new technologies for digitization and automation, enabling us to accelerate our Digital Transformation (DX) and Business Intelligence journeys.

We successfully completed a landmark IoT pilot project codenamed ePAD (EPL's Process Automation and Digitization) as a major step towards Industry 4.0. This aimed to digitize our shopfloor processes at Baddi. We will soon roll out this solution to all other units.

In compliance with local laws in India, Colombia and the UK that require us to migrate invoicing processes for B2B companies to e-invoicing, we have successfully done so. Your company has also upgraded its ERP system to a high-performance in-memory database that speeds datadriven, real-time decisions and actions.

Data security is of paramount importance, and your company continuously evaluates security infrastructure keeping in mind increased cyber-risk and governance aspects. In the last financial year, we upgraded our datacenter and network with best-in-class firewalls and switches. We continue to invest in state-of-the-art disaster recovery systems, redundant networking systems and processes that ensure business continuity in case of any unforeseen events.

Your company's proactive approach to digitize and automate key processes such as 'procure to pay' and online capturing of customer requirements enabled employees to work from home seamlessly and safely during this difficult time of pandemic.

A Steering Committee comprising the Corporate Leadership Team supervises IT initiatives and IT effectiveness through regular monthly reviews.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has put in place robust internal control systems and a structured internal audit process for financial controls of systems and processes. This ensures adequate internal controls over business & accounting processes, compliances with relevant laws, and also helps safeguard the company assets.

The Audit Committee discussed and approved the appointment of internal auditors, as well as the scope and coverage of internal audits. We conducted internal audits of systems and processes, as we do every year in all our units across the globe. We also conducted specific reviews of application controls across key processes. The Audit Committee, statutory auditors and top management are apprised of internal audit findings, and updates of action taken on the internal audit observations are also given to the Audit Committee every quarter.

The Audit Committee of the Board, comprising non-executive including two independent directors reviews the quarterly, half yearly and the annual financial statements of your company. A detailed note on the functioning of the Audit Committee and of the other Committees of the Board forms part of the section on Corporate Governance in the Annual Report.

Your Company has a process of monthly business reviews, separately for each of the regions as a key operational control. Your Company also has a capital expenditure control system for authorizing investments on new assets and projects. Accountability is established for meeting timelines and achieving deliverables promised with the investment.

Your company further deploys IT-supported workflows as a way to standardize our processes globally as well as to ensure control and safety of our data. We use IT extensively to analyze customized business information, which we use to facilitate analysis and take corrective action. During the year, your company carried out a detailed review of internal financial controls to ensure the adequacy of internal controls over financial reporting in its India units. This review covered the testing of both design and operating effectiveness of internal controls. Further, the Risk and Control Matrices (RCMs) were also reviewed and updated. The findings were satisfactory.

RISK MANAGEMENT

The Board of Directors and the Audit Committee of the Board review the business risks to which your company is exposed and the various mitigation measures. The senior management team led by CEO and Managing Director is responsible for managing risks pro-actively, developing and implementing appropriate mitigation measures.

Key risks to which your Company is exposed include:

  • • Escalation in raw material prices and impact for long term contracts
    • Your company has incorporated raw material cost escalation pass-through clauses in its long-term customer contracts which enable product prices to be revised periodically to reflect any variation in material costs.
    • Where possible, your company continues to identify and establish alternate supply sources and alternative materials to effectively manage material costs as well as supply continuity.

• Single Product dependency

  • Toothpaste remains a large part of our portfolio, although this dependence is reducing. This risk is further mitigated by its essential daily use nature, stable demand during difficult times and your company's relationship with all global majors. We are further diversifying our portfolio intentionally. Your company now has 45% of its revenue coming from cosmetics, food and pharma categories.
  • Tube as a packaging format is being increasingly preferred for products in paste/ gel/ cream and even viscous liquid form for reasons of ease of dispensing, convenience, resource reduction, capability for branding and decoration. Laminated tubes are being increasingly sought after by FMCG brands compared to plastic and aluminum tubes.
  • Scale, technology, integrated manufacturing process, innovation capability and operational efficiencies are other factors which further strengthen your company's competitiveness, as well its ability to work as global partner to large MNCs and local brands in each geography.

• Attracting and retaining talent

  • As with any other business, high demand for talent globally impacts employee turnover. Your company mitigates this by fostering an empowered organization that is lean and professional. Contemporary HR practices such as career planning, competitive remuneration, performance management system, performance linked pay, stock options and skills & competency training are now well established across the company and its subsidiaries. Top talent is given the opportunity to move across functions and geographies. Employee engagement surveys are carried out annually and the findings are used to further improve employee satisfaction.
  • A recent study by Spencer-Stuart further confirmed the robustness of EPL's leadership culture, confirming our status as one of the top companies in their global database.

• Currency volatility

• The global nature of operations exposes the company to several currencies. Also, fluctuations in exchange rates could affect performance. Appropriate pass-through clauses have been built into long-term customer contracts to offset the

impact on material cost due to exchange rate fluctuations. Prices get reviewed and revised in the event of significant currency movements. Your company also has the policy of systematically hedging its trade and capital exposures using forward contracts. Wherever possible, transactional currencies are aligned to the reporting currency in order to obviate exchange fluctuation impact.

• Economic downturn

  • This could impact your Company's markets, suppliers, customers and finances leading to business slow down, disruptions etc.
  • Your company's products are linked to daily necessities of consumers and their demand generally is not much impacted by the downturn.
  • Your company pro-actively monitors emerging trends in consumption and offers relevant solutions to its customers so as to stay ahead of the curve.
  • Your company also is very focused on containing costs and improving efficiencies.
  • Proactive supplier and customer engagement is another way your company seeks to minimize risk to business continuity.

• Competition

  • Your company focuses on superior quality, shorter lead time and high service levels as means to keep the customer satisfaction high. It also invests in technology-driven innovation, and in particular, sustainable products/ process to sustain its competitive edge. Besides, its ability to support its customers across the globe and focus on efficiency and value management has helped to sustain its position as a world-class provider of packaging solutions.
  • • Wage increases in developing markets
    • Your company is pro-actively using automation and asset productivity improvement initiatives to contain headcount and manage employee costs.

OUTLOOK

Your company is sharply focused on delivering market leading growth coupled with capital efficient, consistent earnings growth.

5 Key Strategic thrusts will drive us forward, what we have called our 'Must Win Battles'

• Segmented Play: Strengthen our category portfolio as we make 5*2 Matrix our new mantra

  • • Sustainability: Lead the industry on sustainability w.r.t product, processes & people
  • • Cost savings: Drive a multi-year program (code name Phoenix) to deliver sustained savings
  • • Digital Transformation: Drive automation, data analytics, AI & ML to accelerate our growth
  • • Innovation: Innovate on products, processes and business models to stay ahead of the game

SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS:

There is no significant change in key financial ratios as compared to the previous financial year except in the case of Interest Coverage ratio. This has improved from 6.12 to 9.09.

CHANGE IN RETURN ON NET WORTH

The return on Net worth for the financial year has gone up by 0.96% to 15.8% as compared to preceding financial year return of 14.8% on account of higher profitability during the year.

MEDIUM AND LONG-TERM STRATEGY

Our key strategies to deliver market-leading growth with capital efficient and consistent earnings growth include:

  • Strengthening our category portfolio
  • Build Oral care leadership
  • Accelerate Personal Care growth strongly
  • Leading on sustainability to gain competitive advantage
  • Drive programs to deliver 100% recyclable products by 2025
  • Holistic view on sustainability, beyond products
  • Leading the Pack on Innovation
  • Build new capabilities to deliver large, global innovations to scale
  • Encourage & foster greater innovation agility at regional level
  • Cost Savings
  • Drive multi-year projects to deliver sustained savings
  • Prudent capital allocation across regions
  • Digital transformation
  • Automation, Data analytics, AI & ML to accelerate our growth

CAUTIONARY STATEMENT

Statements in this Annual report, particularly those which relate to management discussion and analysis, describing your company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may materially differ from those expressed or implied.

Corporate Governance Report

EPL's PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance pertains to system, by which companies are directed and controlled ethically, keeping in mind enhancement of long-term sustainable interests of stakeholders. It refers to blend of law, regulations, ethical and voluntary practices, which enable the Company to attract financial and human capital, perform efficiently and thereby perpetuate it into generating long-term economic value for its shareholders, while respecting and balancing the interests of other stakeholders and the society at large.

It aims to align interest of the Company with its shareholders and other stakeholders. The incentive for companies and those who own and manage them, to adopt global governance standards, is that these standards will help them to achieve a long-term partnership with its stakeholders and achieve its corporate objectives efficiently. The principal characteristics of corporate governance are transparency, independence, accountability, responsibility, fairness and social responsibility.

A good governance process provides transparency of corporate policies and the decision making process and also strengthens internal systems and helps in building good relationship with all stakeholders. We at EPL believe in being transparent and commit ourselves to adherence of good corporate governance practices at all times as we believe that good governance generates goodwill among business partners, customers and investors and helps the Company to grow.

Corporate Ethics

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings.

Code of Conduct for Board Members and Senior Management

The Code of Conduct highlights Corporate Governance as the cornerstone for sustained management performance, for serving all the stakeholders and for instilling pride of association.

The Code is, inter alia, applicable to all directors and senior management executives. The Code impresses upon directors and senior management to uphold the interest of the Company and its stakeholders and to endeavor to fulfill all the fiduciary obligations. The Code is available on the Company's website https://www.eplglobal.com/

Company has received a declaration of compliance with the Code of Conduct from Directors and Senior Management Personnel. The declaration by the CEO & Managing Director affirming compliance of the Board of Directors and Senior Management Personnel to the Code of Conduct is appended to this Report.

Code of Conduct for Prevention of Insider Trading

The Company has adopted a Code of conduct to regulate, monitor and report Trading by Designated Persons (PIT Code) pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to all Directors and such Designated Persons, their immediate relatives and Insiders / other persons as defined in the PIT Code.

The detailed report on Corporate Governance for the year ended on 31 March 2021 along with the status of significant developments after the end of the financial year, under applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations or Listing Agreements) is set out below.

1 BOARD OF DIRECTORS

1.1 Director's profile

The Board of Directors of the Company comprises highly renowned professionals drawn from diverse fields. They bring with them wide range of skills and experience to the Board which enhance the quality of the Board's decision making process. Profile of the Directors is posted on the Company's website https://www.eplglobal.com/.

1.2 Board Procedure

With a view to follow transparency, the Board follows procedure of advance planning for the matters requiring discussion / decisions by the Board. The Board is given presentation covering finance, sales, major business area and operations of the Company and other matters as requested by members. Agenda papers for the Board and committee meetings are finalized in consultation with concerned functionaries. The minutes of proceedings of each board meetings are maintained in terms of statutory provisions. Meetings of various committees are held properly. The minutes of committee meetings are placed regularly before the Board.

The Agenda and notes to agenda for the meetings of the Board and Committees, together with relevant details, resolutions and documents are circulated in advance of the meetings. The Company follows practice to schedule dates of meetings for coming year or such period as possible. Meetings are held in attendance of Chief Operating Officer, Chief Financial Officer and Company Secretary and other executives are also invited wherever necessary for discussion or inputs.

1.3 Composition of the Board, category, directorship etc.

The Board of the Company comprised of nine Directors as on 31 March 2021 with an optimum combination of executive and non-executive directors, of which three are Independent Directors, five are Non-executive Directors and one is Managing Director and Chief Executive Officer. Independent Directors are

renowned professional with specialization in their respective fields, having varied skills and expertise and not related to promoters of the Company. The Company is in compliance of the Listing Regulations and the Companies Act 2013 (the Act). The composition of the Board and other details as on 31 March 2021 are as below. Details and development after end of the year but as on the date of this report is given wherever material or relevant.

Mr. Dhaval Buch was appointed as an Additional Director of the Company wef 19 April 2021. Mr. Qi Yang and Mr. Amit Jain resigned from the post of Non-executive Director wef 19 April 2021 and 26 April 2021 respectively due to their preoccupation and other assignments.

No. of Directorship in Position in outside Committees(2)
Name of Directors Category other companies(1) Chairperson Member
Mr. Davinder Singh Brar Independent Director – Chairperson 13 2 7
Mr. Uwe Ferdinand Roehrhoff Independent Director 0 0 0
Mrs. Sharmila Abhay Karve Independent Director 4 3 5
Mr. Sudhanshu Vats Managing Director and CEO 1 0 0
Mr. Amit Dixit Non-executive Director 9 0 3
Mr. Amit Jain@ Non-executive Director 2 0 2
Mr. Qi Yang@ Non-executive Director 0 0 0
Mr. Animesh Agrawal Non-executive Director 1 0 0
Mr. Aniket Damle Non-executive Director 0 0 0
Mr. Dhaval Buch # Additional Director (Non-executive Director) 4 0 0

(1) Including private companies but excluding foreign companies, companies registered under section 8 of the Companies Act 2013, and alternate directorship.

(2) Represents Chairmanship / Membership of Audit Committees and Stakeholders Relationship Committees of other companies.

@ Mr. Qi Yang and Mr. Amit Jain resigned as Non-executive and non-independent director of the Company wef 19 April 2021 and 26 April 2021 respectively.

Mr. Dhaval Buch appointed as Additional Director (Non-executive Director) of the Company wef 19 April 2021.

Details of directorship in other listed Indian companies are as under.

Name of Directors Name of other listed entities Category of Directorship
Davinder Singh Brar Wockhardt LimitedMphasis LimitedMaruti Suzuki India Limited Independent DirectorIndependent DirectorIndependent Director
Uwe Ferdinand Roehrhoff Nil N.A.
Sharmila Abhay Karve Syngene International LimitedCSB Bank Limited Independent DirectorIndependent Director
Amit Dixit Jagran Prakashan LimitedMphasis Limited Non-Executive - Non Independent DirectorNon-Executive - Non Independent Director
Amit Jain@ Nil N.A.
Qi Yang@ Nil N.A.
Animesh Agrawal Nil N.A.
Aniket Damle Nil N.A.
Sudhanshu Vats Nil N.A.
Dhaval Buch# Nil N.A.

@ Mr. Qi Yang and Mr. Amit Jain resigned as Non-executive Director of the Company wef 19 April 2021 and 26 April 2021 respectively.

Mr. Dhaval Buch appointed as Additional Director (Non-executive Director) of the Company wef 19 April 2021.

None of the other Directors on the Board are related to each other. None of the directors are holding any shares in the Company.

Directors of the Company do not hold any options or instruments convertible into equity shares of the Company, except Mr. Sudhanshu Vats, CEO & MD whose details given elsewhere in this Report.

The Board is of the opinion that the independent directors of the Company fulfill the conditions specified in the Listing Regulations and are independent of the management. Every Independent Director has confirmed and given declaration in this respect.

1.4 Board Meetings and attendance

During the year under review, the Board of Directors of the Company met five times i.e. 15 April 2020, 22 May 2020, 30 July 2020, 12 November 2020, and 2 February 2021. The agenda papers along with notes and other supporting were circulated in advance of the Board Meeting with sufficient information.

Directors' attendance in Board Meetings held during the financial year and last Annual General Meeting are as under.

Name of Directors No. of Board Meetings Attendance at Last Annual General
Held Attended Meeting
Mr. Davinder Singh Brar 5 5 Yes
Mr. Uwe Ferdinand Rohrhoff 5 5 Yes
Mrs. Sharmila Abhay Karve 5 5 Yes
Mr. Sudhanshu Vats 5 4 Yes
Mr. Amit Dixit 5 5 Yes
Mr. Amit Jain 5 4 No
Mr. Qi Yang 5 1 No
Mr. Animesh Agrawal 5 5 Yes
Mr. Aniket Damle 5 3 No

1.5 Matrix of expertise and skill of Directors

Present Directors of the Company (including directors seeking appointment / re-appointment) having different skill and expertise in respective domain area viz. One director is having expertise in sales and marketing, technology and business management. One director is having expertise in accounting, finance and taxation, two Directors are having expertise pharmaceutical and healthcare, three directors are having skillset about overall business and management, other directors having competence of engineering, technology and business development. Following is

the qualification, expertise and skill of the Directors of the Company. The Board is of the opinion that the skill or competence required for the Directors in relation to the present business of the Company includes finance, accounts, taxation, technology, legal, operation, business development and compliance.

Director Qualification Skills/expertise/competence/experience
Mr. Sudhanshu Vats B.Tech in Mechanical Engineeringfrom NIT, Kurukshetra and M.B.A.from IIM Ahmedabad •Expertise in FMCG and Media Sector.•Key skills are in Business strategy, Marketing strategy, P&L Management,Businessdevelopment,MarketingandProductManagement,Competitive Analysis, Key Account Management, Supply ChainManagement, Brand equity and Team management.•Having worked with Unilever for more than 20 years and last stint withViacom18 as Managing Director and CEO for 8 years.
Mr. Davinder Singh Brar BE in electrical engineering fromThapar Institute of Engineeringand Technology, Patiala; and amaster's degree in managementfrom Faculty of ManagementStudies from the University ofDelhi (gold medalist – 1974) •Expertise in Pharmaceutical Industry.•Member of the Advisory Board of the USA-India Chamber of Commerce(USAIC). Mr. Brar was also the Director of the Reserve Bank of India (RBI)during 2000-2007.•Having worked with Ranbaxy Laboratories Limited, where he rose tothe position of Chief Executive Officer (CEO) and Managing Director.
Mrs. Sharmila Abhay Karve Fellow member of Institute ofChartered Accountants of India •Expertise in accounts, audit, finance, risk management and taxation.•Retired as an audit partner from PWC.•Has vast experience in Indian GAAP, Ind AS and IFRS.
Mr. Uwe Ferdinand Rohrhoff Diploma in Business Studies fromUniversity of Cologne, Germany •Experience in the Pharma and Healthcare Industry at global level.•Having worked in various capacities and consistently grown in statureand responsibility at Gerresheimer (German company) and workedwith Perrigo Company, as President, CEO and Director.
Mr. Amit Dixit MBAfromHarvardBusinessSchool, MS in Engineering fromStanford University and B.Techfrom IIT Mumbai. •Expertise in Technology, Finance and Management.•Worked with Blackstone, PE in India as Senior Managing Director andprior to joining Blackstone, he was a Principal at Warburg Pincus.
Mr. Animesh Agrawal BE from IIT Delhi and MBA fromStanfordGraduateSchoolofBusiness •Expertise in Finance, Investing and Technology.•Currently works with Blackstone, PE in India at key role and prior tojoining Blackstone worked with McKinsey & Company.
Mr. Aniket Damle BE from IIT Mumbai •Expertise in Finance and Technology.•Currently works with Blackstone, PE in India at key role and prior tojoining Blackstone worked with McKinsey & Company.
Mr. Dhaval Buch BTech in Mechanical Engineeringfrom IIT Delhi •Expertise in Supply Chain and Management.•Currently works as Senior advisor to Blackstone and also consultsseveral Indian multinationals. Worked with Unilever for three decadein different supply chain roles and retired as Global Chief Procurementofficer.
Mr. Amit Jain B. Tech from IIT Kharagpur anddone PGP (equivalent to an MBA)from ISB, Hyderabad •Expertise in Technology, Finance, Supply Chain and Management.•Worked as Senior Managing Director with Blackstone, PE in India andprior to joining Blackstone he worked with McKinsey & Company, HULat key role.
Mr. Qi Yang MBA from University of ChicagoBooth school of business, JDfrom University of Minnesota LawSchool and a LLB from PekingUniversity Law School in China •Expertise in Technology, Finance, Supply Chain and Management.•Currently works as Senior Managing Director with Blackstone, PE basedin Hong Kong. Prior to joining Blackstone he was a Principal at TPGCapital Asia in Beijing and worked at key position with Olympus CapitalAsia in Hong Kong, Morgan Stanley's Industrial Investment BankingGroup in New York.

Details of Mr. Amit Jain and Qi Yang are given considering they were director during and at end of the year.

1.6 Familiarization Programme

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, presentation and other programmes as may be appropriate from time to time. Periodic presentations are made at the Board and Committee meetings on business, performance updates of the Company, global business environment, business strategy and risk involved. 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 Company's Policy and other details in this respect is posted in investors section on the Company's website or link, https://www. eplglobal.com/

2 PERFORMANCE EVALUATION

During the year, the Board conducted annual evaluation for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board meetings. The performance of the Committees was evaluated by the Board seeking inputs from the Committee members. The criteria to evaluate the performance of the Board, committees, independent directors and non- independent directors includes; Board Composition, size, mix of skill, experience and role, participation, suggestions, development of strategy, board process, policies and others. The Company has implemented software based online system wherein Directors gives their rating / feedback in secured manner. system generated results and summary where circulated to the Director and discussed for review and suggestions. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

3 AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of the Listing Regulations and Section 177 of the Act.

The Audit Committee comprises of three Directors. Two-thirds of the members of the Audit Committee are Independent Directors. The Committee met six times during the year on 7 May 2020, 22 May 2020, 30 July 2020, 12 November 2020, 14 December 2020 and 2 February 2021.

No. of Meetings
Name of the Member Category Held Attended
Mrs. Sharmila Karve,Chairperson IndependentDirector 6 6
Mr. Davinder Singh Brar IndependentDirector 6 6
Mr. Amit Jain Non-ExecutiveDirector 6 4

Mr. Amit Jain ceased as member consequent to his resignation as a director and Mr. Animesh Agrawal has been appointed as member of the Audit Committee wef 26 April 2021. Company Secretary of the Company acts as secretary to the Audit Committee.

Audit Committee meetings are also attended by chief financial officer, chief operating officer, representatives of the Statutory Auditor and Internal Auditors and other executives as and when required. The Committee also invites senior executives, where it considers appropriate, to attend meetings of the Audit Committee.

Terms of reference and role of the audit committee includes the matters specified under the Act and the Listing Regulations. Broad terms of reference includes; oversights of financial reporting process, review financial results and related information, approval of related party transactions, review internal financial controls and risk management, evaluate performance of statutory and internal auditors, audit process, relevant compliances, review compliance relating to insider trading regulations, appointment and payments to statutory auditors, reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary.

4 NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board (NRC) has been constituted in terms of the Listing Regulations and Section 178 of the Act.

The NRC comprises of four Directors. There is an optimum combination of directors in compliance with applicable laws.

During the year under review, the Nomination & Remuneration Committee met twice i.e. on 15 April 2020 and 22 May 2020.

The Composition of the NRC and the attendance is as under.

No. of Meetings
Name of the Member Category Held Attended
Mr. Uwe FerdinandRoehrhoff, Chairman IndependentDirector 2 2
Mr. Davinder Singh Brar IndependentDirector 2 2
Mr. Amit Dixit Non-ExecutiveDirector 2 2
Mr. Amit Jain Non-ExecutiveDirector 2 2

Mr. Amit Jain ceased as member consequent to his resignation as a director and Mr. Dhaval Buch has been appointed as member of the NRC wef 26 April 2021

Terms of reference of the NRC includes the matters specified under the Act and the Listing Regulations. Broad terms of reference include; formulation of remuneration policy, set criteria for determining qualifications, positive attributes and independence of a director, formulation of criteria for evaluation of independent directors and the Board and criteria for appointment of directors and senior management and recommendation to the Board, all remuneration payable to senior management.

The Company's policy on appointment of directors has provided, inter alia, relating to the criteria of qualification, experience and skills in relation to appointment for the position of director.

4.1 Remuneration of Directors

Details of remuneration, perquisites etc. and sitting fees of Directors for the financial year ended on 31 March 2021 are as under.

` in lakhs
Commission or annualremuneration Sitting fees Total
Independent Director 31.50 3.50 35.00
Independent Director 23.25 1.75 25.00
Independent Director 22.00 3.00 25.00
Non-executive Director Nil Nil Nil
Non-executive Director Nil Nil Nil
Non-executive Director Nil Nil Nil
Non-executive Director Nil Nil Nil
Non-executive Director Nil Nil Nil
Name of DirectorCategory Remuneration components `in lakhs
Salary Allowance,perquisites Cont. to PF Performancebonus Total
Mr. Sudhanshu Vats Managing Director and CEO 143.75 126.50 17.25 325.54 613.04

` 150 lakhs have been paid to Mr. Sudhanshu as one time joining bonus at the time of his appointment.

1450382 Options were granted to Mr. Sudhanshu under Employees Stock Options Scheme 2020 (ESOS2020) at grant price of ` 161 per option. Said Options will vest in phase and subject to the provisions of ESOS2020.

Mr. Vinay Mokashi, whole-time Director resigned from the Board wef 15 April 2020. He was paid ` 3.25 lakhs. Additionally, the Company has paid him retirement benefits including gratuity, leave encashment etc.

Period of appointment of Mr. Sudhanshu Vats as Managing Director and Chief Executive Officer is for five years wef 16 April 2020 and it can be terminated by either party giving three months' prior notice to other.

Remuneration to Mr. Sudhanshu Vats, Managing Director and Chief Executive Officer of the Company comprises of fixed pay, perquisites and variable pay as mentioned above. Performance bonus/variable pay is based on criteria including achievement of performance standards as per Remuneration policy / practice of the Company.

Performance bonus of Managing Director and Chief Executive Officer is recommended by the Nomination & Remuneration Committee based on criteria including achievement of performance standards as mutually set out from time to time and as per Remuneration policy of the Company and approved by the Board of Directors of the Company.

Commission and Performance bonus payable to Directors as mentioned above is provided for the financial year 2020-21 and will be paid subsequent to the approval of the financial statements.

Figures relating to remuneration are given in lakhs with intent to provide exact details.

There was no pecuniary relationships or transactions of non-executive directors vis-à-vis the Company during the year under review, except payment of sitting fees and remuneration.

4.2 Remuneration policy

The Board on the recommendation of Nomination and Remuneration Committee approved Remuneration Policy for Directors, KMP and senior management employees.

The policy describes various aspects and guiding factors while determining the remuneration to Directors, KMP and senior managerial personnel of the Company with intent to maintain level and composition of remuneration reasonable and sufficient to retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and also create competitive advantage. Broad provisions of the Remuneration Policy are summarized hereunder.

a) Nomination and Remuneration committee (NRC) has important role in monitoring the policy.

  • b) The Board, on the recommendation of NRC approves the remuneration payable to the Managing Director of the Company. The remuneration payable to the Managing Director shall be in accordance with the applicable provisions of the Act and the rules framed thereunder.
  • c) The Board, on the recommendation of the NRC approves the remuneration payable to the Key Managerial Personnel and Senior Management Personnel. The structure of remuneration payable to Key Managerial Personnel and Senior Management Personnel will be in accordance with the compensation framework adopted for employees generally by the Human Resource department of the Company.
  • d) The commission to the Independent Directors is paid as per the provisions of the Act and the rules framed thereunder.
  • e) The Commission will be distributed among the independent directors as per criteria mentioned in this Report.

4.3 Criteria for payment to Non-executive / Independent Directors

Independent Directors are paid sitting fees of ` 25,000 for each meeting of the Board or committee thereof. The Company also reimburses expenses incurred by the directors for attending the meetings. The remuneration by way of commission to the independent directors is decided, keeping in view the recommendations by NRC, based on number of factors including number of meetings attended by the director during the year, contribution to the Board and Committees and involvement in the decision making.

5 STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of three Directors. The Chairperson of the committee is a non-executive director. During the year under review, the Stakeholders' Relationship Committee met on 2 February 2021.

The Composition of the above Committee and the attendance is as under.

No. of Meetings
Name of Member Category Held Attended
Mr. Amit Jain, Chairman Non-executiveDirector 1 0
Mrs.SharmilaAbhayKarve IndependentDirector 1 1
Mr. Animesh Agrawal Non-executiveDirector 1 1

Mr. Amit Jain ceased as member consequent to his resignation as a Director and Mr. Animesh Agrawal is appointed as a member and chairman of the Committee wef 26 April 2021.

During the year, two investor complaints were received. No investors' complaints were pending as on 31 March 2021. There was no complain pending at being of the year.

Terms of Reference and role of the Stakeholders Relationship Committee includes the matters specified under the Act and the Listing Regulations. Broad terms of reference includes; to consider and resolve the grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards in respect of various services being rendered by the Registrar and Share Transfer Agent and review of the various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports, notices etc. by the shareholders of the Company.

Mr. Suresh Savaliya, Head – Legal and Company Secretary has been appointed as compliance officer pursuant to the Listing Regulations. The designated e-mail for investor service and correspondence is [email protected]

6 OTHER COMMITTEES

In addition to the above referred committees, the Board has constituted committees of Directors and executives to look into various business matters. These committee includes corporate social responsibility committee, security committee and risk management committee. Details relating to corporate social responsibility committee are given in the Board's report. Risk Management Committee is comprised appropriate mix of executive and Directors. RMC meets as may be necessary and function in compliance with applicable statutory provisions. Meeting of RMC held on 9 February 2021 and members attended the meeting. Presently RMC comprise of Mr. Dhaval Buch, Director (wef 26 April 2021), Mr. Animesh Agrawal, Director, Mr. Aniket Damle, Director, Mr. Sudhanshu Vats, CEO & MD, Mr. Ramasamy, COO, Mr. Parag Shah, CFO and Mr. Prakash Dharmani, CIO. Mr. Amit Jain ceased as member consequent to his resignation as a Director wef 26 April 2021. Presently Security Committee comprises of Mr. Animesh Agrawal, Chairman and Mr. Aniket Damale, Member. Mr. Amit Jain ceased as member consequent to his resignation as a Director wef 26 April 2021. Security Committee met on 7 August 2020 and 14 December 2020.

7 GENERAL BODY MEETINGS

Details of last three Annual General Meetings (AGM) are given here below.

Year Date Time Venue
2017-18 13.06.2018 11.00 a.m. RegisteredofficeatP.O.
2018-19 26.06.2019 11.00 a.m. Vasind,Taluka:Shahapur,District: Thane, Maharashtra -421604, India
2019-20 6.08.2020 11.30 a.m. Through Video Conferencing

The following are the special resolutions passed at the last three AGM.

Date of AGM Summary of special resolution passed
13.06.2018 Private placement of NCDs and/or Debt Securities
13.06.2018 Re-appointment of Mr. Ashok Goel as ManagingDirector
Date of AGM Summary of special resolution passed
26.06.2019 To re-appoint Mr. Boman Moradian as anIndependent Director
26.06.2019 To re-appoint Mr. Mukund Chitale as anIndependent Director
26.06.2019 To re-appoint Ms. Radhika Pereira as anIndependent Director
26.06.2019 To approve private placement of NCDs and / orDebt Securities
6.08.2020 To approve private placement of NCDs and / orDebt Securities
6.08.2020 To approve appointment of Mr. Sudhanshu Vats asa Managing Director and Chief Executive Officer

Resolutions passed through postal ballot: The Company has passed following resolution through postal ballot during the financial year i.e. from 1 April 2020 to 31 March 2021 as detailed below.

    1. Special Resolutions (a) Approval of the Employees Stock Options Scheme 2020 for the Employee of the Company; (b) Approval of the Employees Stock Options Scheme 2020 for the Employee of the Company's Subsidiaries; (c) Approval of Remuneration to Directors; Ordinary Resolution (a) Approval of ERI Plan under the applicable provisions of the Companies Act 2013 and rules made thereunder and Listing regulations.
  • a) The Board of Directors of the Company had appointed Mr. Dharmesh Zaveri of D M Zaveri & Co., Practicing Company Secretary, as the scrutinizer for conducting the postal ballot voting and e-voting process in a fair and transparent manner.

  • b) The Company had completed the dispatch / e-mailing of Notice of Postal Ballot along with the Postal Ballot forms and self-addressed pre-paid business reply envelopes through courier/ post on or around Monday, 01 June 2020 to the members of the Company, whose names appeared on the register of Members/ List of beneficiaries and by emails to those members whose email IDs are registered either with depositories or with the Company as on 22 May 2020.

  • c) The e-voting period under the postal ballot was kept open from 9:00 a.m. on Tuesday, 02 June 2020 to 5:00 p.m. on Wednesday, 01 July 2020.

  • d) All postal ballot forms received on or before of close of working hours i.e. 5:00 p.m. on Wednesday, 01 July 2020 the last date and time fixed by the Company for receipt of the forms, had been considered for scrutiny or voting purpose.

  • e) On 2 July 2020 the results of the postal ballot as per the Scrutinizer's Report was announced and declared that the above resolutions was passed with requisite majority

    1. Special Resolution for Change of name of the Company from "ESSEL PROPACK LIMITED" to "EPL LIMITED" and consequential alteration to Memorandum of Association and Articles of Association of the Company.
  • a) The Board of Directors of the Company had appointed Ms. Tehseen Fatima Khatri proprietor of T.F. Khatri & Associates, Practicing Company Secretary, as the scrutinizer for conducting the postal ballot through remote e-voting only in a fair and transparent manner.

  • b) The Company had completed the dispatch of Notice by e-mail on 31 August 2020, in accordance with the MCA circulars, no physical postal ballot notice was dispatched to the members in view of COVID 19 pandemic situation. The members of the Company as on the "cut-off" date i.e. August 28, 2020 were entitled to vote by e-voting on the resolution.

  • c) The Postal ballot voting (Remote e-voting) period commenced on Tuesday, September 1, 2020 at 9:00 A.M. and concluded on Wednesday, September 30, 2020 at 5:00 P.M. (both days inclusive).

  • d) On 1 October 2020 the results of the postal ballot as per the Scrutinizer's Report was announced and declared that the above resolution was passed with requisite majority

8 DISCLOSURES

  • a) During the year, there were no materially significant transactions with related parties that may have potential conflict with the interests of the Company at large. Related Party transactions have been disclosed in the notes to the financial statements and in Board's Report. Policy on dealing with related party transactions is posted on the website of the Company and can be accessible by following the link: https://www.eplglobal.com/

  • b) The Company has complied with all applicable provisions of the Listing Regulations and other SEBI Regulations wherever applicable. No penalties have been imposed or stricture issued by SEBI, Stock Exchanges or any statutory authorities on matters relating to capital markets during the last three years.

  • c) The Company has a Whistle-Blower Policy for establishing a vigil mechanism to report genuine concerns regarding unethical behavior and mismanagement, if any. No employee of the Company was denied access to the Audit Committee. Details relating to vigil mechanism are also mentioned in the Board's Report.

  • d) The Company has complied with the mandatory requirements of the Corporate Governance of the Listing Regulations and also followed non-mandatory requirements relating to financial statements with unmodified audit opinion / without qualification.

  • e) The Company is in compliance with the provisions in relation to material subsidiary wherever applicable. Policy for determining 'material' subsidiary is posted on the website and can be accessible by following the link: https://www.eplglobal.com/

  • f) Disclosure of commodity price risks and commodity hedging activities: The Company has price review mechanism to protect against material movement in price of raw materials.

  • g) Certificate from practicing company secretary: The Company has obtained a certificate from practicing company secretary confirming that none of the Directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

  • h) Fees paid to statutory auditor and network firm or entity: Details relating to fees paid to statutory auditor is given in note 35 of the standalone financial statements. Fees paid / payable by the Company's subsidiaries to the network firms or entities of the statutory auditor are INR 10.2 million.

  • i) Disclosures relating to sexual harassment complaints: In relation to complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, during the financial year 2020-21, no complaint filed and no complaint pending at end of the year. There was no complaint filed during the previous financial year. Additional details in this respect are given in the Board's report.

9 MEANS OF COMMUNICATION

  • a) Newspapers: The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers viz. Economics Times, and Maharashtra Times.

  • b) News Release and Presentation: The Company also regularly releases press release to enable the stakeholders to appreciate the important developments and updates about the Company. News releases, presentations made to media, analysts, institutional investors, transcript of conference call with investors/analysts etc. are displayed on the company's website www.eplglobal.com.

  • c) Website: The Company's website https://www.eplglobal. com/ contains a separate dedicated section "Investors" and "Press Release" where shareholders information is available. Quarterly and annual financial results, annual report are also available on the website. Press releases made by the Company from time to time are also displayed on the website.

  • d) Annual Report: Annual Report containing, inter alia, Board's report, auditors' report, audited financial statements and other important information is circulated to members and others entitled thereto. The Annual Report is also available on website of the Company. Verbatim copy of financial statements, reports etc. are circulated in this Report and the same shall be deemed as signed copy.

  • e) Website of the Stock Exchanges: Disclosures and filing with the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) by the Company are also hosted on website of the said stock exchanges.

  • f) Disclosures: The Company also informs by way of intimation to the Stock Exchanges all price sensitive matters or such other matters which in its opinion are material and have relevance to the shareholders.

10 GENERAL SHAREHOLDERS' INFORMATION

  • a) Annual General Meeting is scheduled to be held on Wednesday, 4 August 2021 at 11:30 a.m. through video conferencing or as indicated in the AGM Notice.
  • b) Financial Year: The Company follows April to March as its financial year. The results for every quarter beginning from April are declared tentatively in the month following the quarter or within the time line as per the Listing Regulations.
  • c) Record Date: Record date for the purpose including payment of dividend is given in Notes to Notice convening above mentioned Annual General Meeting.
  • d) Dividend Payment Date: As may be recommended, Dividend will be paid within the stipulated period, after its declaration by the members at the AGM.

Dividend on Equity Shares when declared will be made payable after the AGM to those Shareholders whose names stand in the Company's Register of Members on relevant dates of record date/book closure. In respect of shares held in electronic form/ demat, the dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories for this purpose.

e) Listing on Stock Exchanges: The Company's equity shares are listed on the following Stock Exchanges.

National Stock Exchange of India Limited (NSE), Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051.

BSE Limited (BSE), P.J. Towers, Dalal Street, Fort, Mumbai 400001.

Stock Code/Symbol: BSE - 500135. NSE - EPL. ISIN: INE255A01020

Debt Securities: Listed on Wholesale Debt Market (WDM) Segment of BSE.

Scrip Code (BSE) Series ISIN
960308 Series A INE255A08AW1
960310 Series B INE255A08AX9
960311 Series C INE255A08AY7

Debenture Trustees: Axis Trustee Services Limited, Axis House, 2nd Floor, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025. Tel: +91 22 43255231

  • f) Payment of Listing Fees: The Company has paid annual listing fee for the year 2021-22 to BSE and NSE within time.
  • g) Market Price Data: The monthly high and low price of shares traded on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) are as follows:
BSE (In `) NSE (In `)
Month & Year High Low High Low
April 2020 185.90 147.75 185.25 147.10
May 2020 186.40 160.50 186.90 158.10
June 2020 205.00 164.00 204.85 158.00
July 2020 242.15 177.65 243.00 177.95
August 2020 318.75 235.00 318.60 235.20
September 2020 306.00 226.30 307.00 226.45
October 2020 273.00 240.10 274.00 240.00
November 2020 272.90 237.00 272.80 244.50
December 2020 270.15 245.55 270.85 248.00
January 2021 290.80 239.20 291.00 239.55
February 2021 257.00 203.40 251.90 203.55
March 2021 239.00 207.10 239.00 207.00

h) Performance of the Company's stock price vis-a-vis Sensex / Index

i) Share Transfer /transmission System

Applications for transmission of shares in physical form are minimal and processed through the Company's Registrar & Transfer Agent. The Stakeholders Relationship Committee constituted for transmission of shares, issue of new/duplicate shares and allied matters. The transmission of shares in physical form as and when received are normally processed within 15 days from the date of receipt of documents complete in all respects.

j) Distribution of Shareholding as on 31 March 2021

No. of equityshares No. ofshareholders % ofshareholders No. of SharesHeld % ofshareHolding
1 to 500 45326 84.38 5119265 1.62
501 – 1000 3881 7.23 2989753 0.95
1001 – 5000 3566 6.64 7978289 2.53
5001 – 10000 466 0.87 3386496 1.07
10001 and above 475 0.88 296091804 93.83
Total 53714 100.00 315565607 100.00

k) Dematerialization of equity shares and liquidity

As on 31 March 2021, 99.46% of the Equity Shares have been dematerialized.

Equity Shares of the Company are under compulsory demat trading by all investors. Considering the advantages of scripless / demat trading, shareholders are requested to consider dematerialization of their shares so as to avoid inconvenience in future.

l) Commodity price risk or foreign exchange risk and hedging activities.

Risks are associated with various forex exposures like translation, transaction, economic etc. the Company would have on risk on net import side. Import Exposure includes Acceptance, Trade Payables, Trade Buyer's Credit, Interest Payable, CAPEX Buyer's Credit etc. and export exposure includes trade receivables, royalty receivable etc.

There are various financial instruments for hedging available to mitigate these risks like Forward Cover, Options and Derivative etc. Based on the risks involved in the hedging instrument, the Company generally uses Forward Cover as measure for mitigating the Forex Volatility.

m) Plant Locations: The Company has plants/units at Vasind, Wada, Dhanoli (Vapi), Nalagarh (HP), Goa and Katenipara (Assam) as at the end of the financial year.

n) List of Credit rating obtained during the financial year

During the financial year, the company has been affirmed/ assigned credit rating from below listed credit rating agencies:

Name of CreditRating Agency Instrument Rating
India Rating &Research PrivateLimited (a Fitch GroupCompany) Issue ofCommercialPapers IND A1+
India Rating &Research PrivateLimited (a Fitch GroupCompany) Long-Term IssuerRating IND AA;Outlook:positive
Credit Analysis &Research Limited(CARE) Issue of Nonconvertibledebenture CARE AA;Outlook:stable

o) Registrar & Transfer Agent and Address for Communication

Registrar & Share Transfer Agent: Bigshare Services Private Limited, 1st Floor, Bharat Tin works Building, Opp. Vasant Oasis, Makwana road, Marol, Andheri (E), Mumbai-400059. Tel: 022 62638261, Fax: 022 62638299, investor@ bigshareonline.com

Registered Office: P.O. Vasind, Taluka Shahapur, Thane 421604, Maharashtra, Tel: +91 9673333971/9882 CIN: L74950MH1982PLC028947

Corporate Office: Top Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013. Tel: +91 22 2481 9000/9200. Fax: +91 22 24963137, [email protected], https://www.eplglobal.com/

Corporate and Investors contact: Mr. Suresh Savaliya, Head – Legal, Company Secretary and Compliance Officer, at corporate office.

Nodel Officer contact (IEPF): communicate at as mentioned above. [email protected]. Mr. Suresh Savaliya is appointed as a Nodal Officer as per IEPF Rules.

In order to facilitate investor servicing, the Company has a designated email id: [email protected] or [email protected] for registering queries by investors.

p) Shares in suspense account

The details of unclaimed equity shares and shareholders of the Company in unclaimed suspense account as on 31 March 2021 is mentioned below:

As on 1 April 2020 Shareholder who approached RTA & sharestransferred in their favor Balance as on 31 March 2021
No. of Records No. of Shares No. of Records No. of Shares No. of Records No. of Shares
1073 6314 0 0 1073 6314

The voting rights on the shares outstanding in the suspense account shall remain frozen till the rightful owner of such shares claims the shares or as per statutory provisions.

q) Unclaimed Dividend

Section 123 of the Companies Act 2013, read with the Investor and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), mandates that Companies transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Year Type of Dividend Dividend per share (INR) Date of Declaration Due date for transfer Amount, INR 31.03.2021
2013-14 Final 1.25 9 July 2014 8 Aug 2021 1256066
2014-15 Final 1.60 30 June 2015 30 July 2022 1320670
2015-16 Final 2.20 17 June 2016 17 July 2023 1843309
2016-17Final 2.40 12 Jul 2017 11 Aug 2024 2029776
2017-18 Final 2.40 13 June 2018 13 July 2025 1486910
2018-19 Final 1.25 26 June 2019 26 July 2026 1104981
2019-20 Interim 1.25 8 Nov 2019 8 Dec 2026 1029276
2019-20 Final 2.05 6 Aug 2020 5 Sept 2027 1478597
2020-21 Interim 2.05 12 Nov 2020 11 Dec 2028 1394967

The Company also sends regular reminders to shareholders to claim their unclaimed dividends / shares before it is transferred to IEPF. Shareholders many note that both the unclaimed dividends and corresponding shares transferred to IEPF, including all benefits accruing on such shares, if any can be claimed from IEPF following the procedure prescribed in the Rules. No claim shall lie in respect thereof with the Company.

Dividend remitted to IEPF during the last three years

Year (FY) Type of Dividend Dividend Declared on Date of transfer to IEPF Amt transferred to IEPF (INR)
2012-2013Final 9 July 2013 20 Aug 2020 8,08,119
2011-2012 Final 27 Sept 2012 13 Nov 2019 7,10,329
2010-2011 Final 9 Sept 2011 29 Oct 2018 5,34,603

Shares transferred to IEPF

During the year, the Company transferred 33,680 equity shares to IEPF authority vide eform IEPF4 dated 29 August 2020 due to nonencashment of dividends for seven consecutive years, in accordance with applicable provision of the Companies Act 2013 and IEPF Rules. During the year, you Company received applications from shareholders for claiming shares from IEPF and processed the same.

r) Corporate benefits

Details of corporate benefits issued by the Company are given below.

Dividend

Year % Year % Year %
1990-91 10% 2000-01 54% 2011-12 32.50%
1991-92 15% 2001 55% 2012-13 37.50%
1992-93 20% 2002 65% 2013-14 62.50%
1993-94 27% 2003 (Interim) 70% 2014-15 80.00%
1994-95 27% 2003 (Final) 10% 2015-16 110%
1995-96 32% 2004 (Interim) 80% 2016-17 120%
1996-97 (Interim) 15% 2004 (Final) 10% 2017-18 120%
1996-97 (Final) 30% 2005 (Interim) 100% 2018-19 62.50%
1997-98 (Interim) 20% 2005 (Special) 120% 2019-20(Interim) 62.50%
1997-98 (Final) 32% 2006 (Interim)* 100% 2019-20 (Final) 102.50%
1998-99 (Interim) 20% 2007 60% 2020-21(Interim) 102.50%
1998-99 (Final) 34% 2008 15%
1999-00 (Special) 150% 2009-10 20%
1999-00 (Interim) 54% 2010-11 30%

* The face value of equity shares was subdivided from 10 to 2 with effect from 15 June 2006.

Rights Shares (Price inclusive of premium)

Year Face Value (`) Ratio Price (`)
1990 10 1:2 10
1992 10 1:4 50
1995 10 1:3 225
Bonus sharesYear Face Value (`) Ratio
1994 10 1:2
2000 10 3:5
2018 2 1:1

For and on behalf of the Board EPL Limited

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

Sharmila Abhay Karve Director

053 EPL Limited CORPORATE 002 OVERVIEW MANAGEMENT 029 REPORTS FINANCIAL 074 STATEMENTS

DECLARATION IN RESPECT OF CODE OF CONDUCT

In accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, I hereby confirm and declare that, all the Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct of the Company laid down for them for the financial year ended 31 March 2021.

For and on behalf of the Board EPL Limited

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

CERTIFICATE UNDER REGULATION 34(3) OF SEBI LISTING REGULATIONS

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of EPL Limited (formerly known as Essel Propack Limited) Top Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of EPL Limited having CIN L74950MH1982PLC028947 and having registered office at P.O. Vasind, Taluka Shahapur, Dist. Thane 421 604, Maharashtra (hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31st March 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No. Name of Directors DIN Date of appointment in the Company
1. Davinder Singh Brar 00068502 22nd August 2019
2. Amit Dixit 01798942 22nd August 2019
3. Sharmila Abhay Karve 05018751 22nd August 2019
4. Uwe Ferdinand Rohrhoff 05225437 22nd August 2019
5. Amit Jain 06917608 22nd August 2019
6. Aniket Damle 08538557 22nd August 2019
7. Qi Yang 08538615 22nd August 2019
8. Animesh Agrawal 08538625 22nd August 2019
9. Sudhanshu Vats 05234702 16th April 2020

Amit Jain and Qi Yang resigned wef 26 April 2021 and 19 April 2021 respectively.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For D. M. Zaveri & Co. Company Secretaries

Dharmesh Zaveri (Proprietor) Place: Mumbai FCS. No.: 5418, CP No.: 4363 Date: 20 May 2021 ICSI UDIN: F005418C000302187

Certificate on Corporate Governance

To, The Members of EPL Limited (formerly known as Essel Propack Limited)

I have examined the compliance of conditions of Corporate Governance by EPL Limited ('the Company'), for the Financial Year ended 31st March 2021, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Management's Responsibility

The Management is responsible for ensuring that the Company complies with the conditions of Corporate Governance. This responsibility also includes the design, implementation and maintenance of internal controls and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing regulations.

Auditor's Responsibility

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

Opinion

In my opinion and to the best of my information and according to our examination of the relevant records and the explanations given to me and the representations made by the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C, D and E of the Schedule V of the Listing Regulations during the year ended 31st March 2021.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For D. M. Zaveri & Co. Company Secretaries

Dharmesh Zaveri (Proprietor) Place: Mumbai FCS. No.: 5418, CP No.: 4363 Date: 20 May 2021 ICSI UDIN: F005418C000302407

Annexure 1

1. INTRODUCTION

Security and Exchange Board of India has issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated 2 September 2015 coming into effect from 1 December 2015. The said Regulation is in substitute of compliance requirement of listing agreements entered into with recognized Stock Exchanges in India in respect to listing of equity shares, debts and other securities. Said Regulations as amended from time to time inter alia provides for the top five hundred listed entities based on market capitalization to formulate a dividend distribution policy.

2. PURPOSE

The purpose of this Policy is to outline guiding factors, parameters and procedures in relation to the determining amount of Dividend on equity shares of the Company by the Board and recommend the same for approval of shareholders whenever necessary.

This Policy is intended to provide guidance and approach of the Board of Directors for determining and recommendation on the amount of dividend on equity shares of the Company and process for payment.

To achieve these objectives, maintain decency and to observe applicable regulation, in relation to determining amount of dividend and distribution, the Board of Essel Propack Limited is adopting this Dividend Policy.

3. TITLE, COMMENCEMENT AND EXTENT

  • 4.1This Policy is called the "Dividend Distribution Policy" or "Dividend Policy" or the "Policy".
  • 4.2 This Policy has been approved by the Board in its meeting held on 2 February 2017 and the same shall come into effect accordingly.

4. DEFINITIONS AND INTERPRETATION

In this Policy, except where the context otherwise requires, the following words and expressions shall have the following meaning.

  • 4.1 "Board" or "Board of Directors" means the Board of Directors of the Company.
  • 4.2 "Company" or "Essel" means the Essel Propack Limited, registered in India under the Companies Act 1956/2013 having CIN L74950MH1982PLC028947.
  • 4.3 "Dividend" means annual dividend and also includes interim and/or special dividend.
  • 4.4 "Executive Management" means the Managing Director, Chief Operating Officer and Chief Financial Officer of the Company.
  • 4.5 "Shares" or "Equity Shares" means the exiting equity shares and equity shares as may be allotted by the Company from time to time.
  • 4.6 "Statutory provisions", "Regulation" or "Listing Regulations" means applicable provisions of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended or re-enacted time to time and other applicable law in relation to the Dividend.

4.7 The words importing the singular include the plural and vice varsa and pronouns importing a gender include each of the masculine, feminine and neuter genders and shall be interpreted in the wide sense in spirit of this Code.

5. ESSEL'S DIVIDEND POLICY

Essel's Board adopts the policy of steady and progressive dividend distribution out of the net profit keeping in view the following factors. The Board believes this will serve the interest of the Shareholders for their regular income and the Company's business growth.

In determining the amount of dividend on equity shares of the Company for distribution to equity shareholders from time to time, the Board will consider the following guidelines and parameters, keeping in view the audited or reviewed financial results of the Company, as may be relevant to the financial year and estimates of the next financial year when context so requires.

5.1 Financial parameters

The Board shall be guided by the following financial factors when recommend the Dividend.

  • a) To recommend steady dividend payout keeping in view standalone and consolidated net profit of the Company as per audited financial results, Subject to financial, external, internal and others factors.
  • b) Increase in standalone and consolidated net sales, net profit, cash profit and net worth as compared to previous financial year.
  • c) Position of debts, interest rate and debt servicing during the financial year and change expected during the next financial year.
  • d) Other factors would include magnitude of realized profits, operating cash flow, liquidity, capacity to service borrowings, cost of borrowings vis-à-vis cost of capital, sales volume, anticipated expenses, financial ratios etc.

5.2 Internal Factors

  • a) Cash requirements in short to medium term for capex program, organic and inorganic growth, acquisition, further investment in subsidiaries and joint ventures, surge sustainability in global business markets.
  • b) Profitability, earnings variability, liquidity and cash flows, financial leverage and asset characteristics such as the composition of tangible and intangible assets.
  • c) Achievement of targets in relation to capacity additions, inventions, new customers, quality excellence, fair inventory levels, sustainable balance between oral, non-oral care and pharma segments, as and when the management has set the targets for all or any of the aforesaid.
  • d) To consider the proposal, if any, presented by Executive Management in relation to the recommendation of the Dividend.

5.3 External factors

  • a) Change in statutory provisions, domestic and international taxation aspects, government policies, major accounting adjustments and audit assumptions.
  • b) Contingent liability and legal disputes expected to tolerate in medium to long term and natural calamity.
  • c) Material change in technology, market position, statutory restrictions, commercial assumptions and other aspects which is anticipated to affect to the business or profitability of the Company, its subsidiaries, joint ventures or major customers.
  • d) Major write off of the bad debts, distressed assets or investments, bankruptcy of major customers, stricture of public liability and similar aspects affecting to the business or profit of the Company on standalone and consolidated basis.

In exceptional circumstances, the Board may deviate some parameters in determining the amount of dividend, if after deliberations in board meeting, it is decided so in interest of the Company, with consent of all the directors present.

6. UTILIZATION OF RETAINED EARNING

It is intended to use the retained earnings for business growth, capacity additions and general corporate purpose. Considering the cost of the borrowings vis-à-vis available funds (retained earnings), the quantum of reserves and available depreciation fund, the Board may decide to plough back the earnings. Utilization of the retained earnings of the Company shall be inter alia based on the factors includes financial leverage, mitigate dependence on external debts, expansion and diversification.

7. CIRCUMSTANCES UNDER WHICH MAY NOT EXPECT DIVIDEND

The Board intends to recommend reasonable dividend every financial year in normal business scenario keeping in view the provisions of this Dividend Policy. However the Board may consider to recommends lesser dividend as compared to previous financial years or may not recommend Dividend for any one or more financial years keeping in view the possible effect of one or more "External Factors" to the business, sales, profit or sustainability of the Company, its subsidiaries or in any other circumstances the Board decides that distribution of the profit by way of Dividend is not advisable in interest of the Company.

8. POLICY EXCLUSION

The policy shall not be applicable in the following circumstances.

  • a) Buyback of shares or securities.
  • b) Dividend on preference shares.
  • c) Benefit to shareholders or class of shareholders by virtue of arrangements as may be approved by National Company Law Tribunal or appropriate authority.

9. INTERIM, SPECIAL OR HIGHER DIVIDEND

The Board may approve Interim Dividend, Special or higher Dividend considering the recommendation from the Executive Management and factors as mentioned in this Policy, keeping in view the financials based on reviewed or audited financial statements and as may be permitted under the statutory provisions. The Board at its discretion may consider the aforesaid proposal if the Board thinks that the factors as referred in the policy are favorable, available and possible use of cash and other factors as the Board may think relevant.

10. PROCEDURE IN RELATING TO THE DIVIDEND AND PAYMENT

  • a) The Board usually to recommend Dividend annually for financial year based on annual financial results. Recommendation of the Board on annual dividend will be submitted to the shareholders in accordance with the statutory provisions for the adoption of a final decision at the shareholders' meeting. The amount of annual dividends shall not exceed the amount recommended by the Board of Directors.
  • b) Annual Dividend as approved by the Shareholders or interim or special Dividend as approved by the Board will be paid in cash to those who are Shareholders on record date or book closure as may be determined for the purpose.
  • c) Primary method for the payment of Dividends is the transfer or direct credit of dividend amount in Indian rupee to respective accounts of the shareholders in the Indian Bank details of which is registered with the Company or made available by the Depositories. In absence of correct bank account details, the Company will pay Dividend by way of dispatch of physical dividend instrument or demand drafts.
  • d) The Company shall follow the statutory provisions as may be applicable from time to time relating to approval, declaration and payment of Dividend.

11. CLARIFICATIONS, AMENDMENT ETC

This Policy has been framed in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In case of any amendment in the Regulations, direction or clarification by SEBI, provision of this Code shall be read and implemented in context of such amended or clarified positions.

This Policy may be modified, amended, clarified or substituted by the Board as may be necessary.

This Policy is approved by the Board of Directors and signed for authentication on its behalf as under.

12. CAUTIONARY STATEMENT

The Policy reflects the intent of the Company to reward its shareholders by distributing a portion of its profits after retaining sufficient funds for growth of the Company and subject to other aspects as mentioned in this Policy and/or other aspect the Board may think appropriate at its discretion from time to time.

(The word Essel in this policy should be read as EPL, keeping in view the policy was framed before change in the name of the Company)

Annexure 2 Form No. MR-3

For the Financial year ended 31st March, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, EPL Limited (formerly known as Essel Propack Limited)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by EPL Limited (hereinafter called 'the Company'). Secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the EPL Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial year ended on 31st March 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2021 according to the provisions of:

  • (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

  • (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

  • (iii) The Depositories Act, 1996 and the Regulations and the Bye-laws framed thereunder;

  • (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, and Overseas Direct Investment.

  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('The SEBI'):

  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

    • (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
    • (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
    • (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
    • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
    • (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not relevant / applicable, since there is no delisting of equity shares during the year)

  • (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not relevant / applicable, since there is no buyback of securities during the year)

  • (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

  • (vi) The following laws are specifically applicable to the Company in addition to laws mentioned above;

    • (a) Factories Act 1948
    • (b) Contract Labour (Regulation and Abolition) Act, 1970

I have also examined compliance with the applicable clauses to the following:

  • (i) Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Government of India, as applicable under the Companies Act 2013;
  • (ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, etc. mentioned above.

I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive, Non – Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. The management has installed IT enabled software called "Legatrix" to manage legal and regulatory compliance. The Legatrix system has been implemented by legal professional and expert service provider Legasis Services Private Limited. We have reviewed the functioning of said system implemented at all plants, registered and corporate office of the Company and the said systems inter alia checks, alters, provide reports, updates and overview compliance management of various laws including laws specifically applicable to the Company viz Factories Act 1948, the Contract Labour (Regulation and Abolition) Act, 1970.

I further report that during the period under review, there were following major actions which have been done in compliance with applicable statutory provisions;

    1. Pursuant to resolutions passed through postal ballot on 1st July 2020, the consent of members was obtained for the following;
    • (a) Approval of the Employees Stock Options Scheme 2020 for the Employee of the Company;
    • (b) Approval of the Employees Stock Options Scheme 2020 for the Employee of the Company's subsidiaries;
    • (c) Approval to authorized the Board for payments of remuneration to managing directors, whole-time directors, executive directors and other directors of the Company time to time in excess of the ceiling or percentage of the net profit of financial year as prescribed in section 197 of the Act or provisions of the Act as may be relevant; or waive the refund of excess payment or remuneration made to directors;
    • (d) Approval for participation of employees (including executive directors) of the Company and its subsidiaries (such employees as may be identified and selected by Epsilon BidCo Pte. Ltd. (Epsilon) from time to time) in the Epsilon Group Exit Return Incentive Plan (the ERI Plan).
    1. Appointment of M/s. Walker Chandiok & Co. LLP Chartered Accountants, as Statutory Auditors of the Company for a term of five years by the members of the company in their 37th Annual General Meeting held on 6th August 2020 in view of Resignation of M/s. Ford Rhodes Parks & Co. LLP (FRP), Chartered Accountants as a Statutory Auditor of the company effective from conclusion of 37th Annual General Meeting of the Company.
    1. Pursuant to Employee Stock Option Scheme 2014 (ESOS 2014) 1,14,666 Equity shares of face value of 2 each for cash at exercise price of 60.83 per share of the Company was allotted on 7th August 2020 to the grantee who has exercised his vested option.
    1. Pursuant to resolution passed through postal ballot on 30th September 2020, the consent of members was obtained for change of Name of the Company from "Essel Propack Limited" to "EPL Limited" and obtained approval from the Registrar of Companies, Mumbai effective from 9th October 2020.
    1. The Board of Directors of the Company in their meeting held on 12th November 2020 had declared and paid Interim Dividend @ 2.05 per equity share of face value of 2 each.
    1. The Board of Directors in their meeting held on 12th November 2020 inter alia approved the following;
    • (a) execution of the share purchase agreement for acquisition of 72.46% of the equity shares of Creative Stylo Packs Private Limited (CSPL).
    • (b) Scheme of Amalgamation of CSPL ('Transferor Company') with the EPL Limited ('Transferee Company'), in accordance with the Sections 230 to 232 of the Companies Act, 2013 and applicable statutory provisions and rules, subject to necessary statutory and regulatory approvals, including approval of the Stock Exchanges and the National Company Law Tribunal.

For D. M. Zaveri & Co. Company Secretaries

Dharmesh Zaveri (Proprietor) M. No.: 5418 Place: Mumbai CP. No.: 4363 Date: 20 May 2021 ICSI UDIN: F005418C000302275

Annexure 3

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1 Brief outline on CSR Policy of the Company

EPL strives to be a socially responsible company and strongly believes in development which is beneficial for the society at large. As a Corporate Citizen receiving various benefits out of society, it is our coextensive responsibility to pay back in return to the society in terms of helping needy people by providing sustainable development, etc., keeping the environment clean and safe for the society by adhering to the best practices and technologies, and so on. It is the Company's intent to make a positive difference to society in which the Company lives and operate.

2 Composition of CSR Committee

Sr. Name of Director Designation / Nature of Directorship Number of meetings of CSRCommittee held during theyear Number of meetings of CSRCommittee attended duringthe year
1 Davinder Singh Brar Chairman, Independent Director 1 1
2 Animesh Agrawal Member, Non-Executive Director 1 1
3 Dhaval Buch$ Member, Non-Executive Director N.A. N.A.
4 Amit Jain# Member, Non-Executive Director 1 1

Amit Jain resigned wef 26 April 2021. $ Dhaval Buch appointed wef 19 April 2021.

3 Web-link where relevant information available:

a. Composition of CSR committee www.eplglobal.com/investors
b. CSR Policy https://www.eplglobal.com/wp-content/uploads/2021/04/Corporate-SocialResponsibility-Policy.pdf

c. CSR projects approved by the board are disclosed on the website of the company https://www.eplglobal.com/sustainability/

  • 4 Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable
  • 5 Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6 Average net profit of the company as per section 135(5): ` 1,13,48,66,145/-

7 (a) Two percent of average net profit of the company as per section 135(5) ` 2,26,97,323/-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years -
(c) Amount required to be set off for the financial year, if any -
(d) Total CSR obligation for the financial year(7a+7b-7c). ` 2,26,97,323/-

8 (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Amount Unspent (in `)
Financial Year. (in `) Account as per section 135(6). Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII asper second proviso to section 135(5).
Amount. Date of transfer. Name of the Fund Amount. Date of transfer.
1,08,21,966 1,19,75,357 28 April 2021 Nil Nil Nil

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl.No. Name of theProject. Item from thelist of activitiesin Schedule VII Local area(Yes/No) Location of theproject. Projectduration. Amount allocatedfor the project(in `). Amount spentin the currentfinancial Year Amounttransferred toUnspent CSR Mode ofImplementation- Direct Mode of Implementation- Through ImplementingAgency
to the Act. State District (in `). Account for theproject as perSection 135(6)(in `). (Yes/No). Name CSRRegistrationnumber.
1. CommunityWastemanagement (x)RuralDevelopmentAndEnvironment Yes Maharashtra, Thane 1,29,75,357 10,00,000 1,19,75,357 No CollectiveGoodFoundation CSR00001648
Total 1,29,75,357 10,00,000 1,19,75,357

The Project duration is 14 months. However, it is expected to extend for 2 years or more for effective implementation.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:
----- ----------------------------------------------------------------------------------------- --
(1) (2) (3) (4) (5) (6) (7) (8)
Sl.No. Name of the Project Item from the list ofactivities in scheduleVII to the Act. Location of the project. Mode ofimplementation- Direct (Yes/No) Mode of implementation -Through implementing agency.
State District (in `). Name. CSRregistrationno.
1 EPL – Covid 19 CSRProgram – (Food andarticles distribution) (xii) relief,rehabilitation andreconstructionactivities. Yes Maharashtra, Thane.Gujarat, Valsad.Goa, Ponda.Himachal Pradesh, Solan.Assam, Kamrup 7,71,693 Yes N.A N.A
2 Million MealsInitiative (xii) relief,rehabilitation andreconstructionactivities No Maharashtra, Mumbai. 10,00,000 No Rotary Club ofBombay QueensNecklaceCharitable Trust N.A
3 Covid Relief Project (xii) relief,rehabilitation andreconstructionactivities No Maharashtra and otherstates 10,00,000 No KaushalyaFoundation N.A
5 Distribution of PPEKits and MedicalInstruments to forCOVID-19 (i) Promoting healthcare includingpreventive healthcare and sanitation Both Maharashtra and otherstates. 50,00,000 No Collective GoodFoundation CSR00001648
6 Samhita Social Venture - N.A. - 6,43,500 No N.A. N.A
7 Distribution of LEDFlood Lights (x) RuralDevelopment Yes Goa, Aldon, Bardez. 1,04,873 Yes N.A. N.A.
8 Educational CSR (ii) promotingeducation Yes Himanchal Pradesh,Solan. 2,05,400 Yes N.A. N.A.
9 Distribution of SolarLights (x) RuralDevelopment Yes Maharashtra, Vasind. 3,16,500 Yes N.A. N.A.
10 Water Project (x) Rural Yes Maharashtra, Wada. 4,30,000 Yes N.A. N.A.
Development Maharashtra, Vasind. 3,50,000 Yes N.A. N.A.
11 Community Wastemanagement (x) RuralDevelopment Yes Maharashtra, Vasind. 10,00,000 No Collective GoodFoundation CSR00001648
Total 1,08,21,965

CSR Report for FY21

(d) Amount spent in Administrative Overheads: ` 6,43,500/-

  • (e) Amount spent on Impact Assessment, if applicable: Nil
  • (f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 2,27,97,322/-
  • (g) Excess amount for set off, if any: ` 1,00,000/-
Sl. No. Particular Amount (in `)
(i) Two percent of average net profit of the company as per section 135(5) 2,26,97,323
(ii) Total amount spent for the Financial Year 2,27,97,323
(iii) Excess amount spent for the financial year [(ii)-(i)] 1,00,000
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 1,00,000

9 (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

Sl. No. PrecedingFinancial Year. Amount transferred toUnspent CSR Accountunder section 135 (6) Amount spent in thereporting FinancialYear (in `). Amount transferred to any fund specifiedunder Schedule VII as per section 135(6),if any. Amount remainingto be spent insucceeding financial
(in `) Name of theFund Amount(in `). Date oftransfer. years. (in `)
Nil Nil Nil Nil Nil Nil Nil Nil

Keeping in view the change in the laws wef 22 January 2021, above matter is reported accordingly. Relating to previous financial years, the Company has already reported in annual reports of respective years.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

(1)Sr. (2)ProjectID. (3)Name of theProject. (4)Financial Yearin which theproject wascommenced. (5)Projectduration (6)Total amountallocated for theproject (in `). (7)Amount spent onthe project in thereporting FinancialYear (in `). (8)Cumulativeamount spentat the end ofreporting FinancialYear. (in `) (9)Status ofthe project -Completed/Ongoing.
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

  • (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.
  • (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).
  • 11 Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable
Davinder Singh Brar
Independent Director
Chairman – CSR Committee

Animesh Agrawal Non-Executaive Director Member – CSR Committee

20 May 2021, Mumbai

Particulars of Employees

Annexure 4(a)

Particulars of Employees as per Section 197(12) of the Companies Act 2013 read with the Rules relating thereto for the year ended on 31 March 2021

Top 10 employees in terms of remuneration drawn and employees in receipt of remuneration not less than ` 1.02 crores p.a.

Sr. Name DesignationNature of Duties Qualification Age Date ofJoining RemunerationReceived (`) Experience(in years) Particulars of last employmentheld- Organisation &Designation
1. M R Ramasamy Chief OperatingOfficer BE, Exe. MBA 63 09-03-1985 3,65,13,320 40 Venlon Polyster Ltd., ProjectEngineer
2. Parag Shah Chief FinancialOfficer CA, CWA & B.com 52 25-11-2019 2,03,87,656 29 Group Chief Financial Officer,ACG Worldwide
3. Dileep Joshi Director - HumanCapital Post-Graduation inManagement (HR) 56 12-10-2009 1,69,97,669 33 Essar Shipping Ports & LogisticsLtd., Head HR - ESPL BusinessGroup
4. PrakashDharmani Chief InformationOfficer BE (Chemical),Executive MBA 50 24-09-2012 1,23,95,080 30 Essar Power Ltd., VP CIO
5. Deepak Ganjoo Regional VicePresident-AMESARegion Bachelor ofEngineering (B.E.),Exec. MBA 47 01-07-2005 92,19,492 27 TVS Motors Ltd. - Unit Manager- Transmission Shop
6. Amit Jain Head – CorporateFinance ACA 47 26-10-2012 89,68,690 27 Cadila Pharmaceuticals Ltd.General Manager
7. Hariharan K Nair Vice PresidentCreativity &Innovation Master's Degree inPolymers, Master'sDegree in Chemistry 47 27-03-2017 77,70,840 23 E I DuPont India Pvt. Ltd.-Application DevelopmentManager
8. RajeshBhogavalli Head SupplyChain M.Sc, MBA 46 28-07-2014 74,98,186 24 BASF-Head - Supply Chain(Coatings)
9. Kamlesh Jain Global Head–Applications CA 48 03-12-2013 62,77,960 23 PRISM Informatics LimitedPrincipal Strategy Consultant/Solution Architect
10. Shrihari K Rao Global HeadPrintingExcellence Diploma in ElectronicsCommunication,Part Time coursein BusinessAdministration 50 04-04-2016 61,86,751 29 ESKO-Sales Director

Employees employed for part of year and in receipt of remuneration of not less than ` 8.50 lakhs p.m.

Sr. Name DesignationNature ofDuties Qualification Age Date ofJoining RemunerationReceived (`) Experience(in years) Particulars of lastemployment heldOrganisation &Designation
1 SudhanshuVats ManagingDirector & CEO MBA and B.Tech 53 16-04-2020 4,37,50,000 29 Managing Director & GroupCEO – Viacom 18

Notes:

  1. Remuneration consists of salary, variable pay, allowances and perquisites as computed under the Income Tax Act, 1961.
    1. Above employees are in full time employment with the Company and the same can be terminable by notice on either side and are governed as per the terms of respective appointment and/or rules/policies of the Company.
    1. None of the employees mentioned above is related to any Director of the Company.

For and on behalf of the Board EPL Limited

Sharmila Abhay Karve Director

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

Annexure 4(b)

The information on remuneration and other matters as required by sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in table below:

Sr.No. Name of Director-KMP and Designation % increase inremunerationin the FY 2020-21 Ratio of remuneration of eachDirector to median remunerationof employees
1 Mr. Sudhanshu Vats – Managing Director & CEO Nil 123.62
2 Mr. Davinder Singh Brar – Independent Director Nil 9.89
3 Mrs. Sharmila Abhay Karve – Independent Director Nil 7.06
4 Mr. Uwe Ferdinand – Independent Director Nil 7.06
5 Mr. Amit Dixit – Non Executive Director Nil N.A.
6 Mr. Amit Jain – Non Executive Director (Resigned wef 26.04.2021) Nil N.A.
7 Mr. Qi Yang – Non Executive Director (Resigned wef 19.04.2021) Nil N.A.
8 Mr. Animesh Agrawal – Non Executive Director Nil N.A.
9 Mr. Aniket Damle – Non Executive Director Nil N.A.
10 Mr. Parag Shah – Chief Financial Officer 3.5% N.A.
11 Mr. Suresh Savaliya - Head - Legal & Company Secretary 7.0% N.A.
12 Mr. Vinay Mokashi – Whole-time Director (Resigned wef 15.04.2020) Nil 0.92
Sr. Requirements Disclosure
1 The Percentage increase in the median remuneration of employees inthe financial year. Increase in median remuneration in the financial year under review wasapprox. 17.45% as compared of the immediate preceding financial years.Median remuneration for the year under review is approx. ` 3.53 lakhs
2 The Number of permanent employees on the rolls of the Company 1154 employees on payroll as on 31 March 2021.
3 Average percentile increase already made in the salaries of employeesother than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remunerationand justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration. There was no exceptional circumstance for increase in managerialpersonnel in the last financial year. The average percentile increase andpolicy was same for managerial personnel and all the other employees.
4 Affirmation that the remuneration is as per the remuneration policy ofthe Company. Yes, the remuneration is as per the remuneration policy of the Company.

For and on behalf of the Board EPL Limited

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

Sharmila Abhay Karve Director

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Annexure 5

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, amended from time to time, for the year ended 31 March 2021 is given here below and forms part of the Board's Report.

A. CONSERVATION OF ENERGY

(a) Steps taken or impact on conservation of energy:

Your Company is committed to reduce energy consumption at its various plants. Besides sustaining past initiatives, new measures were implemented during the year. Gist of initiatives taken in this regard is as under.

  • • TET machine upgradation from submersible electrical motor to table top electrical motor savings of appx 47000 energy units per year.
  • • Injection molding machine servo drive upgrade saving of 30% power consumption at EP Vapi.
  • • Harmonics study completion at Vapi Wada and Vasind to improve the power stability and associated losses.
  • • Goa plant relay outing and high productivity high energy efficient machine center shall save 5.5 lakh units of energy per annum in 21-22.
  • • Compressed air optimization at EP Wada shall save 3 lakh units of energy per annum in 21-22.
  • • Wastage reduction in printing, tubing and extrusion process across all units saved 100K energy units per annum of the scrap shredding machine.
  • • At Goa unit, optimization of Compressed Air by arresting leakages. Air audit was done on monthly basis & points were closed accordingly. At Nalagarh unit, optimization of compressed air consumption by arresting leakage which has resulted energy saving approx. 12900 kwh per month. Tubing lines Chiller interlock and auto packer vacuum blower interlock with Machine which ensure ancillary units will on as & when Machine approx. energy saving of 5500 kwh per month.
    • (b) The steps taken by the company for utilizing alternate sources of energy:

We are exploring the possibility of offsite solar power and wind power energy PAN India all units. Project is in advanced stage and expected to be implemented in 21-22.

(c) The capital investment on energy conservation equipment:

Approx ` 3 million investment done for energy conservation at Wada, Dhanoli and Goa plant.

B. TECHNOLOGY ABSORPTION

  • (i) The efforts made towards technology absorption:
  • a) Worked with major global polymer manufacturer on the theme of source reduction and codeveloped special laminate grades enabling thickness reduction up to 25% of the laminate web thickness.
  • b) Worked with a global polymer manufacturer and co-developed special blends of high-density polyethylene (HDPE) grades for sustainable laminates that also provides higher chemical product resistance.
    • (ii) The benefits derived like product improvement, cost reduction, product development or import substitution.
  • a) As sustainability is taking center stage globally, we have successfully commercialized Sustainable Platina laminates with biogenic carbon content up to 50% in the tube sleeve and up to 50% biogenic carbon content in the tube shoulders.
  • b) Successfully commercialized next generation sustainable laminates with outstanding oxygen barrier properties closer to Aluminum barrier laminates enabling conversion of oxygen sensitive products to Plastic barrier laminates.
  • c) Successfully commercialized new formats of top seal laminates eliminating Aluminum foil improving the sustainability of the tubes.
  • d) Developed Plastic barrier tubes with Shoulder barrier and HDPE caps that are totally recyclable in HDPE bottle stream and got approval from Association of Plastic Recyclers – USA.
    • (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Nil
    • (iv) Details of expenditure on Research and Development during the year under review is as under:
(` in million)
a) Capital 17.2
b) Recurring 194.7
c) Total expenditure 211.9
d) Total expenditure as a % of total turnover 2.53%

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(` in million)
Particular Year 2020-21 Year 2019-20
Foreign Exchange earned 26,660 19,439
Foreign Exchange used / outgo 16,956 18,185

For and on behalf of the Board EPL Limited

20 May 2021, Mumbai

Sudhanshu Vats Managing Director & CEO

Sharmila Abhay Karve Director

065 EPL Limited CORPORATE 002 OVERVIEW MANAGEMENT 029 REPORTS FINANCIAL 074 STATEMENTS

Annexure 7

[Pursuant to Reg. 34 of the SEBI (Listing Obligations & Disclosure requirements) Regulations 2015]

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

  • 1 Corporate Identity Number (CIN) of the Company: L74950MH1982PLC028947
  • 2 Name of the Company: EPL Limited
  • 3 Registered address: P.O. Vasind, Taluka: Shahapur, District: Thane, Maharashtra 421604
  • 4 Website: www.eplglobal.com
  • 5 Email id: [email protected]
  • 6 Financial Year Reported: 1 April 2020 to 31 March 2021.
  • 7 Sectors that the Company is engaged in (industrial activity code-wise): The Company is mainly engaged in the business of manufacturing of collapsible laminated and plastic tubes and providing packaging solutions. NIC Code 3131, 22201.
  • 8 List three key products/services that the Company manufactures/ provides (as in balance sheet):

The Company is mainly engaged in the business of manufacturing of collapsible laminated and plastic tubes and providing packaging solutions. As a part of the said business, the Company also earns revenue from providing packaging solution, royalty and other ancillary services and business. Additional details are mentioned in the financial statements in this Annual Report.

9 Total number of locations where business activity is undertaken by the Company: The Company is having manufacturing facilities at Vasind, Wada in Maharashtra, Nalagarh in Himachal Pradesh, Bhilad in Gujarat, Katenipara (Assam) and Goa.

Company's international business operations are carried out by various direct and indirect subsidiaries overseas and the major ones are in Mauritius, United Kingdom, China, Poland, Germany, Colombia, USA etc. Further details of the Subsidiaries are referred in the Board's Report, MDA and annexures thereto.

10 Markets served by the Company: The Company is in B2B business and serves various markets including FMCG, Beauty & Cosmetics, Pharma & Health, Food, Home and Oral.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

Financial details including paid-up capital, turnover, profit after tax and others are given in financial statement contained in this Annual Report.

  • 1 Total spending on Corporate Social Responsibility (CSR) as a percentage of profit after tax (%): During the year, the Company has spent amount towards various CSR activities as mentioned in detail in the CSR Report which forms a part of Board Report and this Annual Report.
  • 2 List of activities in which expenditure in 1 above has been incurred: Please refer the report on CSR activities contained in this Annual Report.

SECTION C: OTHER DETAILS

1 Does the Company have any Subsidiary Company/ Companies?

The Company has various direct and indirect subsidiaries. Further details in this respect are mentioned in the Board's Report and MGT9 / annual return contained in this Annual Report.

  • 2 Do the subsidiary companies participate in the BR initiatives of the parent company? If yes, then indicate the number of such subsidiary companies: No
  • 3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] - No

SECTION D: BR INFORMATION

1 Details of Director/Directors responsible for BR

a) Details of the Director/Directors responsible for implementation of the BR policy/policies.

Corporate Policies including the Business Responsibility Policies of the Company are engrained in day-to-day business operations of the Company and are implemented by the management and it is responsibility of concerned functionary or head of the department in charge of the relevant functions at various offices / manufacturing facilities of the Company. Managing Director of the Company oversee the implementation of the BR policies keeping in view the executives' feedback and reporting.

b) Details of BR Head: Mr. Sudhanshu Vats, CEO & Managing Director, DIN 05234702, Tel: 022 24819000 / 9200

2 Principle-wise (as per NVGS) BR Policy/policies

a) Details of compliance (Reply in Y/N)

Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Business Product Emp. Shareholders Human Env. Pub. & CSR Customer
ethics Respo. wellbeing Eng. Rights protection regulatory relations
1 Do you have policy/policies for yes yes yes yes yes yes yes yes yes
2 Has the policy being formulated inconsultation with the relevant stakeholders yes yes yes yes yes yes yes yes yes
3 Does the policy conform to any national/international standards? If yes, specify? NA yes NA NA yes yes NA yes NA
4 Has the policy being approved by the Board?If yes, has it been signed by MD/Owner/CEO/appropriate Board Director? Most of the corporate policies are approved by the Board. Policies mainly relating to business process,operations, HR etc are reviewed / approved by COO/CFO/Director – Human Capital and signed /authenticated by respective owner or functional heads.
5 Does the company have a specifiedcommittee of the Board/Director/Official tooversee the implementation of the policy? yes yes yes yes yes yes yes yes yes
6 Indicate the link for the policy to be viewedonline? Most of the policies are disseminated for relevant stakeholders on the Company's website. Policies relating toHR are meant for internal use are available on internal web portal.
7 Has the policy been formally communicatedto all relevant and external stakeholders? yes Yes yes yes yes yes yes yes yes
8 Does the company have in-house structureto implement the policy/policies? level and monitored by the management. Policies are engrained in day-to-day business operations of the Company and are implemented by theconcerned functionary or head of the department in charge of the relevant functions at various offices and
9 Does the Company have a grievanceredressal mechanism related to the policy/policies. Yes. Wherever relevant, the Company has grievance redressal mechanism or practice.
10 Has the company carries out independentaudit/evaluation of the working of thispolicy by an internal or external agency? and COO and/or respective senior executives. Policies are evaluated periodically or as may be appropriate depending upon the nature of policies by the MD
b) If answer to the question at serial number 1 against any principle, is 'No', please explain why.
Sr. Questions P1 P2 P3 P4P5 P6 P7 P8 P9
1 The company has not understood the Principles Within the overall guidance of the COO / MD / and Board whenever it is necessary,
2 The company is not at a stage where it finds itself ina position to formulate and implement the policies onspecified principles the Corporate Policies are framed/modified from time to time. Policies or practices inconnection with Business Operations and matter relating thereto been followed overa period of time as per industry norms or best practices. The Company also followsthe best practice in relation to some business areas and human capital, although no
3 The company does not have financial or manpowerresources available for the task written policies. The Company will frame further policies, whenever the managementthinks it relevant at appropriate time.
4 It is planned to be done within next 6 months

Any other reason (please specify)

5 It is planned to be done within the next 1 year

3 Governance related to BR

a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess BR performance of the Company. Within 3 months, 3-6 months, Annually, more than 1 year.

The assessment of BR performance is done on periodical basis by the COO / MD or senior management of the Company.

b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

The Company has started publishing BR report from financial year 2016-17 annually. The BR Reports are available on the Company's website www.eplglobal.com as a part of the annual report.

The Company has also published its annual sustainability report based on Global Reporting Initiatives (GRI) indexes available at company website: https://www.eplglobal. com /sustainability/

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Business should conduct and govern themselves with ethics, transparency and accountability.

1 Does the policy relating to ethics, bribery and corruption cover only the company? Yes/No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others?

The Company considers Corporate Governance as an integral part of management. The Company has a Code of Conduct that is approved by the Board of Directors and this code is applicable to all Board Members and employees and endeavor it to extend this code to its overseas group entities. The code is available on the Company's website www.eplglobal.com The said Code includes; ethics at work place, restraining giving and receiving of gifts and other benefits in the course of business relationship, maintain confidentiality, anti-bribery policy, conflict of interest, dealing with competitors and other relevant aspects.

Though the Company's code of conduct currently does not apply to external stakeholders including suppliers, contractors, NGOs etc, the Company follows zero tolerance on any acts of bribery, corruption etc by such agencies during their dealings with the Company.

2 How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

Details relating to complaints from investors during the financial years and redressal thereof is given in Corporate Governance Report contained in this Annual Report. Additionally, the complaints, grievances or views from other stakeholders are dealt with by respective functions within the Company.

Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

1 List up to 3 of your products or service whose design has incorporated social or environmental concerns, risks and/or opportunities.

EPL's Platina 250, Green Maple Leaf, Organic Green Maple leaf and Etain are eco-friendly laminated tube designed in line with "RECYCLE" as the sustainability theme.

EPL Platinas has received global recognition from the Association of Plastic Recyclers (APR), USA for its Platina Tube with an HDPE closure. EPL's Platina is the first fully sustainable and completely recyclable tube in the world, including shoulder and cap, to get this recognition. It is the only tube to have an integrated shoulder INNER BARRIER LINER (IBL) that is also recyclable in HDPE recycle stream. This is a big step forward as it allows the total tube to be recycled in a single recycle stream.

In addition to APR, platina tube has also been recognized by Cyclos Recyclability of Packaging certification (Germany) & Recyclass (Brussels).

Green Maple Leaf is an eco-friendly laminated tube that maintains the freshness of products while keeping in line with our commitment towards the environment and society. This fully recyclable packaging solution helps prevent oxidization of contents with a proprietary oxygen-barrier coated core layer and an all-polyethylene (PE) film multilayer laminate. It is especially suited for cosmetics, toiletries and food products. The recyclable, all-plastic laminate helps in reducing a product's carbon footprint, making it the best eco-friendly choice to keep products fresh.

Organic Green Mapple Leaf (GML) 300 based laminated tube with less than 5% barrier resin, has got recognition from APR, USA as meeting or exceeding the APR HDPE CRITICAL GUIDANCE criteria. Organic GML has got up to 50% Biogenic Carbon content, derived from Sustainable feedstock source as against Carbon derived from Fossil fuels, helping in reducing the product's carbon footprint and making it an eco-friendly choice.

Etain is a new, fully-recyclable packaging tube from EPL. It has been made using a percentage of recycled material with the aim of reducing the amount of virgin plastic in tube packaging. It is made from recycled plastic material and is fully recyclable, enabling it to go back into the same process that it came from.

2 For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional).

The Company is conscious about judicious use of water, energy and resources in course of production and manufacturing activities. Additional details relating to energy and others are given in the annexure 5 to the Board Report contained in this Annual Report. EPL has conducted life cycle assessment for Platina laminate through equivalency calculator.

3 Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably?

The Company maintains a healthy relationship with its suppliers, vendors and other service providers and the business practice of the Company include them in its growth. The process of vendor registration lays emphasis on compliance to legal requirements safe working conditions, prevention of child labour, business ethics, environmental management and general housekeeping by the vendor.

EPL has a Supplier code of conduct which encompasses the responsible behavior to be demonstrated by each vendor in order to support and contribute to the sustainability initiatives based on the guidelines set by the organization. The same is published and available to view in the company's website.

4 Has the company taken any steps to procure goods or services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company, wherever possible, procures goods and services from vendors in surrounding locality of manufacturing facilities including transportation and labours / staffs. Wherever possible, the Company prefers to support and encourage employment among communities surrounding its place of works.

5 Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Waste generated in course of manufacturing activities is not material. The Company disposes the waste through registered / appropriate agencies involved in proper disposal / recycling.

EPL's "Project Liberty" is a significant initiative to support environmental sustainability. "Project Liberty" is a path-breaking attempt to recycle multilayer aluminium based lamitubes using proprietary technology, "Project Liberty" allows for the separation of the aluminium and polymers into two distinct and reusable streams, without the use of any chemicals or heat. Once separated, both the Aluminium and Polymer fractions recovered from ABL tubes can be recycled safely.

All our manufacturing plants will be adopting environmental management system (ISO 14001 or equivalent) in FY 2022, which is guiding them to improve their environmental performance through more efficient use of resources and reduction of waste.

Etain (PCR Tubes) made with up to 25% Post-Consumer recycled resin content, promoting the use of PCR resins, reducing the demand for virgin raw materials.

With EPL Recyclable Laminated tubes getting its recognition by APR USA, has already achieved a step ahead with it aims to focus its development and success with customers.

Principle 3: Business should promote the well-being of all employees

The Company's belief is that its personnel are to this success and over a period of time the Company has initiated various policies and practices to improve employees well-being and engagement. Other than salary, Company provides various benefits to the eligible employees such as life insurance, health cover, parental and maternity leave, retirement provision, etc. The Company has aspiration to offer fully integrated Human Resource Management System (HRMS). The Company has launched the ePrism – Human Resource Information System for employees. Amongst a few of many advantage, ePrism offers a single platform to employees to access, control, monitor entire lifecycle in EP – from hire to retire i.e. recruitment, selection, induction, learning & development, performance and reward, career movements and others.

  • 1 Please indicate the total no. of employees: Details relating to employees are mentioned in MDA or Board Report contained in this Annual Report.
  • 2 Please indicate the total number of employees hired on temporary/contractual/casual basis: 1529
  • 3 Please indicate the Number of permanent women employee: 34
  • 4 Please indicate the number of permanent employees with disabilities: 3
  • 5 Do you have an employee association that is recognized by the management: No employees association exist. However, employees have access to management to raise their concerns without any fear and its always endeavor of the management to resolve the issues satisfactorily. Wherever the workers unions exist at some manufacturing facilities, the Company cooperates with such union keeping in view larger interest of society, workers and stakeholders.
  • 6 What percentage of your permanent employee is members of this recognized employee association: N.A.
  • 7 Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of financial year.
Sr Category No. of complaintsfiled during thefinancial year No. of complaintspendingason end of thefinancial year
1 Child labour / forcedlabour /involuntarylabour Nil Nil
2 Sexual harassment Nil Nil
3 Discriminatoryemployment Nil Nil

8 What percentage of your under mentioned employees were given safety and skill up-gradation training in the last year.

The Company impart training relating to safety and skill upgradation to its employees including casual, temporary and contractual and its always endeavor of the management to cover maximum in the training programmes. The Company organizes various training sessions in-house. The Company has software based module for online survey of employee engagement and employee development plan.

Principle 4: Businesses should respect interest of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized

1 Has the company mapped its internal and external stakeholders? Yes/No

The Company has mapped its internal and external stakeholders, the major or key categories include Governments / regulatory authorities, investors, employees, suppliers, Customers, local communities, Industry Associations. However, the process of mapping of stakeholders is an ongoing effort.

2 Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders.

The Company is in process to finalize.

3 Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable & marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

As a part of its business operations, the Company supports various initiatives to create a greener and safer world. The Company's initiative about Go Green is given in this Report. Further details of CSR initiatives by the Company are included in a report on CSR activities forming part of this Annual Report.

Principle 5: Business should respect and promote human rights

1 Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint ventures/ suppliers/ contractors/ NGOs/Others?

We respect human rights and believe that all humans must be treated with dignity. To ensure this, we aim to protect human rights and uphold labour standards not only within our premises but also across our supply chains. We believe that transparency is key to be a responsible employer. Our global policy on 'Labour Relations and Working Conditions' is based on the International Labour

Organization (ILO)'s Declaration on Fundamental Principles and Rights at Work. Through this policy, we emphasize on freedom of association and collective bargaining, equal opportunity, favorable working conditions and health & safety of employees. Further, the global policy on 'Prohibition of Child and Forced Labour' affirms our commitment to prohibition Child, Forced or Compulsory labour by adopting effective, practical, and culturally appropriate practices.

2 How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the Management?

There were no complaints reported on violation of any Human rights during the financial year.

Principle 6: Business should respect, protect, and make efforts to restore the environment

1 Does the policy related to principle 6 cover only the Company or extend to the Group/Joint ventures/ suppliers/ contractors/ NGOs/ Others?

Nurturing and safeguarding the environment for long term sustainability is of prime importance. The Company has undertaken green initiatives during the year.

2 Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming etc? Y/N. If yes, please give hyperlink for webpage etc: No

We believe that good air quality is crucial for ensuring human and environmental health. Increased emissions resulting out of the usage of fossil fuels, adversely affect the atmosphere and trigger harmful climate change. We constantly monitor our carbon emissions to access its footprint and devise mitigation measures. In addition to accounting of Scope 1 and 2 greenhouse gas emissions, we also monitor other air emissions from our stacks such as nitrogen oxides (NOX), sulfur oxides (SOX), suspended particulate matter (SPM), etc. We ensure that all air pollution parameters are maintained below the government limits indicating efficient management of industrial operations and stringent air pollution control processes.

3 Does the company identify and assess potential environmental risks? Y/N

Our plants have undergone a comprehensive Environmental Due Diligence Assessment (EDDA) through a third party auditing agency, to identify and quantify potential EHS risks associates with the plant's operations. We remained materially compliant with all environmental laws and regulations across our manufacturing footprint.

4 Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

The Company does not have specific clean development mechanism. However, the Company promotes clean environment initiatives. Company's initiative about 'Go Green' is described in this report.

5 Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

We believe that energy is the most important aspect for nation building and a vital cog in the wheel driving a greener future. We are promoting an energy efficient culture through improved operational efficiencies, conservation mechanisms and increased inclusion of renewable sources into the energy mix.

Detail relating to energy conservation is given in annexure to the Board report contained in this Report & also provided in our annual sustainability report at https://www.eplglobal.com/ sustainability/

  • 6 Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?: Yes
  • 7 Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of financial year: Nil

Principle 7: Business, when engaged in influencing public and regulatory policy, should do so in a responsible manner

1 Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with.

The Company is member / associated with various associations including Organization of Plastics Processors of India (OPPI), Confederation of India Industry (CII), Federation of Indian Chambers of Commerce & Industry (FICCI), Bombay Chambers of Commerce and Industry and Maharashtra Economic Development Council.

2 Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; If yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)

The Company extends its support to various business associations and supports / advocates on various issues, whenever necessary, keeping in view the interest of various stakeholders.

Principle 8: Businesses should support inclusive growth and equitable development

1 Does the company have specified programme/initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof.

Relevant details of CSR initiatives are included in the Annual Report on CSR forming part of this Annual Report.

2 Are the programmes/projects undertaken through in-house team/own foundation/external NGO/Government structures/any other organization?

The Company generally undertakes CSR projects through various agencies in nearby areas for factories. Requisite details of entities through which CSR initiatives were undertaken included in the Annual Report on CSR forming part of this Annual Report. The Company also undertakes CSR activities mainly relating providing basic school infrastructures, promoting education and rural development for upliftment of society.

3 Have you done any impact assessment of your initiative?

We review the CSR activities and its impact periodically. We all review and assess impact at the time of implementing the CSR projects / programs.

4 What is your company's direct contribution to community development projects – Amount in INR and the details of projects undertaken.

Refer details of CSR contributions in the Annual report on CSR forming part of this Annual Report.

5 Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words or so.

Yes. The Company through various CSR programs ensure the community development such as providing necessary street lights, providing basic water requirement to people living in hilly areas and providing necessary infrastructure to the schools.

Principle 9: Business should engage with and provide value to their customers and consumers in a responsible manner

1 What percentage of customer complaints/consumer cases are pending as on the end of financial year.

There are no material consumer cases / customer complaints outstanding as at the end of financial year.

  • 2 Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/ NA/Remarks (additional information): Not applicable
  • 3 Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so: Nil
  • 4 Did your company carry out any consumer survey/ consumer satisfaction trends?

Customer service team and other management members whenever necessary, visit the customers to discuss and receive feedback and identifying consumers viewing behavior and emerging trends on consumer preferences. The Company has Creativity and Innovation Department with competent professionals to carry out research and development to cater needs of the customers. To match the expectation of the Company's multinational and domestic customers, EPL continuously develop and offer a diverse range of printing and packaging solutions.

Five Years' Summary of Selected Financial Data (India)

(` in million)
As per Ind AS
Particulars 2017 2018 2019 2020 2021
Sales and other income 9,007 8,743 8,637 8,832 9,552
Profit before depreciation, amortisation, finance costs and tax 1,777 2,117 1,953 2,425 2,786
Depreciation / Amortisation 602 687 751 972 896
Profit before tax 943 1,217 973 1,253 1,742
Profit after tax 651 812 640 1,058 1,530
Proposed + Interim Dividend (Including dividend tax) 454 455 475 1,041 1,294
Cash profit 1,253 1,498 1,391 2,030 2,426
Book value per share 39.59 41.63 21.46 22.09 23.27
Basic earnings per share - ` # 2.07 2.58 2.03 3.35 4.85
Dividend per share (Final + Interim) - ` 2.40 2.40 1.25 3.30 4.10
Closing share price on BSE at year end (` per share) 237.05 240.45 116.75 154.60 235.65
Market capitalisation (As at year end) 37,254 37,794 36,805 48,737 74,363
ASSETS LESS CURRENT LIABILITIES
Fixed assets (Net) 3,792 3,712 4,411 4,323 3,633
Non-current investments 2,206 2,189 2,183 2,095 3,582
Other Non-current assets, loans and advances 392 352 332 293 263
Current assets 3,182 3,648 3,092 4,071 3,324
Assets held for sale - - 38 - -
9,572 9,901 10,056 10,783 10,802
Current liabilities (1,476) (2,314) (1,445) (2,398) (2,284)
Net Assets 8,096 7,587 8,612 8,385 8,518
FINANCED BY
Share capital * 314 315 631 631 631
Reserves 5,907 6,233 6,137 6,337 6,714
Net Worth 6,221 6,547 6,768 6,968 7,346
Deferred tax balances 190 126 117 15 -
Non-current liabilities 1,685 915 1,727 1,402 1,173
Capital employed 8,096 7,587 8,612 8,385 8,519
FINANCIAL RETURNS AND STATISTICS
Profit after tax as a percent of sales and other income 7.2% 9.3% 7.4% 12.0% 16.0%
Profit before depreciation, finance costs and tax as a percent of sales and other 19.7% 24.2% 22.6% 27.5% 29.2%
income
Return on capital employed (EBIT/Avg Capital Employed) ^ 12.3% 14.7% 12.2% 9.4% 9.1%
Return on net worth % (PAT before exceptional item/Avg Networth) 10.7% 12.7% 9.6% 16.8% 21.4%
Non-current liability as a percent of total year end Shareholders' Fund 27% 14% 26% 20% 16%
Financial costs cover (Times) (Profit before financial costs and taxation divided byfinance costs) 5.06 6.69 5.26 7.28 12.77
Number of equity shares outstanding (in million) ** 157 157 315 315 316
Cash profit to sales and other income 13.9% 17.1% 16.1% 23.0% 25.4%

** Refer Note 19

^ Considering shareholder's fund and total loan funds including short-term borrowings and current maturities of long-term borrowings.

Earnings per share for the previous year has been adjusted to give effect to the issue of bonus equity shares ( Refer note 19(e) )

Five Years' Summary of Selected Financial Data (Consolidated)

(` in million)
As per IND AS
Particulars 2017 2018 2019 2020@ 2021
Sales and other income 24,232 24,728 27,354 27,747 31,061
Profit before depreciation, amortisation, finance costs and tax 4,566 4,911 5,276 5,708 6,256
Depreciation and amortisation expense 1,415 1,671 1,861 2,298 2,346
Profit before exceptional items and tax 2,576 2,691 2,802 2,854 3,481
Profit after tax attributable to Equity holders of the parent 1,903 1,716 1,925 2,073 2,391
Proposed + Interim Dividend (Including dividend tax) 454 455 475 1,041 1,294
Cash Profit^^ 3,371 3,413 3,815 4,414 4,789
Basic earnings per share* - ` 6.06 5.46 6.12 6.57 7.58
Dividend per share (Proposed/Final + Interim) # - ` 2.40 2.40 1.25 3.30 4.10
ASSETS LESS CURRENT LIABILITIES
Goodwill 142 142 142 142 1,159
Fixed assets (net) 11,846 12,116 13,344 13,849 14,426
Non current investments 153 131 168 160 149
Other non current assets, loans and advances 807 817 637 505 940
Current assets 9,639 11,340 10,910 13,403 13,440
22,587 24,546 25,201 28,059 30,114
Current liabilities (5,450) (6,912) (5,740) (7,923) (7,731)
Net Assets 17,137 17,634 19,461 20,136 22,383
FINANCED BY
Share capital 314 315 631 631 631
Reserves and surplus 10,076 12,191 13,249 14,695 16,350
Net Worth 10,390 12,506 13,880 15,326 16,981
Non controlling interest 57 43 52 86 333
Deferred tax balances 408 357 509 475 543
10,855 12,906 14,441 15,887 17,857
Non current liabilities 6,282 4,728 5,020 4,249 4,526
Capital employed 17,137 17,634 19,461 20,136 22,383
FINANCIAL RETURNS AND STATISTICS
Profit after tax as a percent of Sales and other income 7.9% 6.9% 7.0% 7.5% 7.7%
Profit before depreciation, amortisation, finance costs and tax as a percent ofSales and other income 18.8% 19.9% 19.3% 20.6% 20.1%
Return on Capital Employed (EBIT/Avg Capital Employed) ^ 16.9% 17.2% 17.0% 17.8% 19.7%
Return on Net worth (PAT before exceptional item/Avg Networth) 17.4% 15.4% 14.4% 14.8% 15.8%
Non current liabilities as a percentage of Shareholders' funds 60% 38% 36% 28% 27%
Finance Costs Cover (Times) (Profit before Finance Costs and Taxation/FinanceCosts) 5.5 5.9 5.7 6.1 9.1
Cash profit to sales and other income 13.9% 13.8% 13.9% 15.9% 15.4%

@ FY20 numbers have been reclassified in line with FY21 classification, wherever necessary.

^ Considering shareholder's funds and Net debt including short-term borrowings and current maturities of long-term borrowings.

^^ Profit for the year plus depreciation and amortisation expenses.

Post 1:1 bonus shares issue from FY19 onwards

* Earnings per share for the previous years have been adjusted to give effect to the issue of bonus equity shares during FY19.

Independent Auditor's Report

To the Members of

EPL Limited (formerly, Essel Propack Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

    1. We have audited the accompanying standalone financial statements of EPL Limited (formerly, Essel Propack Limited) ('the Company'), which comprise the Balance Sheet as at 31 March 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
    1. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2021, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

  1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

    1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
    1. We have determined the matter described below to be the key audit matter to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Revenue recognition on sale of products by the Company
Revenue for the Company consists primarily of sale of packaging products Our audit work included, but was not restricted to, the following:
and service charges, recognised as per the accounting policy describedin Note 2(II)(J) to the standalone financial statements. Refer Note 28 andNote 55 for details of revenue recognized during the year. a)Considered the appropriateness of revenue recognition policyand its compliance in terms of Ind AS 115 'Revenue from contractswith customers'.
Revenue of the Company is recognized in accordance with IndianAccounting Standard 115, 'Revenue from contracts with customers' ('IndAS 115). Owing to the multiplicity of the Company's products, volumeof sales transactions and varied terms of contracts with customers and,in line with the requirements of the Standards on Auditing, revenue is b)Assessed the design and tested the operating effectiveness ofkey internal controls related to sales, related discounts and cut offassertion including general and specific application of informationtechnology controls.
determined to be an area involving significant risk and hence requiringsignificant auditor attention.The terms of sales arrangements, including the timing of transfer ofcontrol, the nature of discount arrangements and delivery specifications,create complexity in determining revenue from sales. Further themanagement considers revenue as one of the key measures for evaluationof its performance. c)Performed sample tests of individual sales transaction and tracedto individual contracts, sales invoices, customers' purchase
orders, transportation documents and other related documentsusing statistical sampling to ensure that the revenue has beenappropriately recognised.
d)Performed analytical review procedures on revenue recognisedduring the year to identify any unusual and/or material variances.
Considering the significance to our audit and the stakeholders, revenuerecognition has been determined to be a key audit matter in our audit of e)Performed confirmation procedures on selected invoice balancesoutstanding as at the year end.
the standalone financial statements for the current year's audit. f)Selected sample of sales transactions made pre and post yearend and agreed the period of revenue recognition to underlyingdocuments.
g)Obtained balance confirmations for samples of customersselected and reviewed the reconciling items, if any.
h)Evaluated the appropriateness and adequacy of disclosures inthe financial statements in respect of revenue recognition inaccordance with the applicable requirements.

Information other than the Financial Statements and Auditor's Report thereon

  1. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis Report and Directors' Report, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

    1. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
    1. In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
    1. Those Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

  1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
    1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
  • • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • • Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
  • • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
  • • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
  • • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
    1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
    1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

  1. The standalone financial statements of the Company for the year ended 31 March 2020 were audited by the predecessor auditor, Ford Rhodes Parks & Co. LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 22 May 2020. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

    1. Based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.
    1. As required by the Companies (Auditor's Report) Order, 2016 ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.
    1. Further to our comments in Annexure A, as required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable, that:
    • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
    • b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
    • c) The standalone financial statements dealt with by this report are in agreement with the books of account;
    • d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;
    • e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act;
  • f) We have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 20 May 2021 as per Annexure B expressed an unmodified opinion; and

  • g) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

  • i. the Company, as detailed in Note 45(A) and Note 46 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2021;

  • ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2021;

  • iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021; and

  • iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Rakesh R. Agarwal Partner Membership No.: 109632 UDIN: 21109632AAAAEO3028

Place: Mumbai Date: 20 May 2021

Annexure A to the Independent Auditor's Report of even date to the members of EPL Limited (formerly, Essel Propack Limited), on the standalone financial statements for the year ended 31 March 2021

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

  • (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment.

    • (b) The Company has a regular program of physical verification of its Property, plant and equipment under which Property, plant and equipment are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain Property, plant and equipment were verified during the year and no material discrepancies were noticed on such verification.
    • (c) The title deeds of all the immovable properties (which are included under the head 'Property, plant and equipment') are held in the name of the Company.
  • (ii) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management. No material discrepancies were noticed on the aforesaid verification.

  • (iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

  • (iv) In our opinion, the Company has complied with the provisions of Section 186 of the Act in respect of investments and guarantees. Further, in our opinion, the Company has not entered into any transaction covered under Section 185 and 186 of the Act in respect of loans and security.

  • (v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

  • (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company's products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

  • (vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, goods and service tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the yearend for a period of more than six months from the date they became payable.

    • (b) There are no dues in respect of service tax and duty of customs that have not been deposited with the appropriate authorities on account of any dispute.

The dues outstanding in respect of income-tax, sales-tax, value added tax, excise duty and provident fund on account of any dispute, are as follows:

Statement of Disputed Dues Name of the statute Nature of dues Amount (INR in million) Amount paid under Protest (INR in million) Period to which the amount relates Forum where dispute is pending Income tax Act, 1961 Income tax 3.53 - A.Y. 2007-08 Commissioner of Income Tax (Appeals) Value added Tax, Dadra & Nagar haveli Sales tax 22.81 - F.Y. 2002-03, 2003-04, 2004-05 Commissioner of VAT Value Added Tax Act, Goa 1.06 0.10 F.Y. 2013-14 Commissioner of Commercial Taxes Value Added Tax Act, Goa 1.54 0.15 F.Y. 2012-13, 2016-17 Assistant Commissioner of Commercial Taxes Central Sales Tax Act, 1956, Maharashtra 100.57 5.55 F.Y. 2006-07, 2007-08, 2008- 09, 2012-13 Maharashtra State Tribunal Sales Tax Act, Maharashtra 103.07 7.09 F.Y. 2002-03, 2003-04, 2004- 05, 2011-12, 2013-14, 2015- 16, 2016-17 Deputy/Joint Commissioner Of Sales Tax (Appeals) Sales Tax Act, Himachal Pradesh 0.34 0.05 F.Y. 2008-09 Himachal Pradesh Sales Tax Tribunal Sales tax Act, Gujarat 0.90 0.35 F.Y. 2016-17, 2017-18 Assistant Commissioner of Sales Tax Central Excise Act, 1944 Excise duty 10.64 0.71 F.Y. 2009-10, 2010-11, 2013- 14, 2014-15 Customs, Excise & Service Tax Appellate Tribunal Central Excise Act, 1944 3.71 0.19 F.Y. 2016-17, 2017-18 Commission of Central Excise (Appeals) Industrial Disputes Act, 1947 Provident Fund 2.80 1.13 F.Y. 2013-14 Assistant Provident Fund Commissioner, Thane 077 EPL Limited

  • (viii) The Company has not defaulted in repayment of loans or borrowings to any bank or government or any dues to debentureholders during the year.The Company has no loans or borrowings payable to any financial institution during the year.
  • (ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained, though idle funds which were not required for immediate utilisation have been invested in liquid investments, payable on demand.
  • (x) According to information and explanation given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.
  • (xi) Managerial remuneration has been paid by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.
  • (xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.
  • (xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable,

and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

  • (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.
  • (xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.
  • (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner Membership No.: 109632 UDIN: 21109632AAAAEO3028

Place: Mumbai Date: 20 May 2021 Annexure B to the Independent Auditor's Report of even date to the members of EPL Limited (formerly, Essel Propack Limited) on the standalone financial statements for the year ended 31 March 2021

Annexure B

Independent Auditor's Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act')

  1. In conjunction with our audit of the standalone financial statements of EPL Limited (formerly, Essel Propack Limited) ('the Company') as at and for the year ended 31 March 2021, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

  1. The Company's Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ('the Guidance Note') issued by the Institute of Chartered Accountants of India ('the ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company's business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

    1. Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
    1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
  1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

  1. A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

  1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

  1. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner Membership No.: 109632 UDIN: 21109632AAAAEO3028

Place: Mumbai Date: 20 May 2021

Standalone Balance sheet AS AT 31 MARCH 2021

(All amounts in million, unless otherwise stated)
Particulars Note No. As at 31 March 2021 As at 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 4A 3,097 3,527
Capital work-in-progress 25 157
Right-of-use assets 4B 399 538
Intangible assets 5 66 60
Intangible assets under development 46 41
Investments in subsidiaries 6A 3,420 1,730
Financial assets
Investments 6B 162 366
Loans 7 99 93
Other financial assets 8 27 19
Deferred tax asset (net) 38 61 -
Income tax assets (net) 9 27 117
Other non-current assets 10 49 63
Total non-current assets 7,478 6,712
Current assets
Inventories 11 888 829
Financial assets
Trade receivables 12 1,772 1,397
Cash and cash equivalents 13 167 651
Bank balances other than cash and cash equivalents 14 45 596
Loans 15 25 34
Other financial assets 16 75 80
Other current assets 17 352 484
Total current assets 3,324 4,071
Total Assets 10,802 10,783
EQUITY AND LIABILITIES
Equity
Equity share capital 18 631 631
Other equity 19 6,714 6,337
Total equity 7,345 6,968
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 20A 690 831
Lease liabilities 20B 300 402
Deferred tax liabilities (net) 38 - 15
Other non current liabilities 21 25 32
Provisions 22 158 137
Total non-current liabilities 1,173 1,417
Current liabilities
Financial liabilities
Borrowings 23 731 550
Lease liabilities 25 117 131
Trade payables 24
- total outstanding dues of micro and small enterprises 65 14
- total outstanding dues of creditors other than micro and small 934 751
enterprises
Other financial liabilities 25 280 817
Other current liabilities 26 44 42
Provisions 27 113 93
Total current liabilities 2,284 2,398
Total equity and liabilities 10,802 10,783

Notes 1 to 59 and other explanatory information forms an integral part of these standalone financial statements

This is the Standalone Balance Sheet referred to in our audit report of even date.

Chartered Accountants

Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Standalone Statement of Profit and Loss FOR THE YEAR ENDED 31 MARCH 2021

(All amounts in million, unless otherwise stated)
Particulars Year ended31 March 2021 Year ended31 March 2020
Income
Revenue from operations 28 8,409 8,042
Other income 29 1,143 790
Total income 9,552 8,832
Expenses
Cost of materials consumed 30 3,570 3,454
Changes in inventories of finished goods and goods-in-process 31 (3) 53
Employee benefits expense 32 1,261 1,004
Finance costs 33 148 200
Depreciation and amortisation expense 34 896 972
Other expenses 35 1,938 1,802
Total expenses 7,810 7,485
Profit before exceptional items and tax 1,742 1,347
Exceptional items (net) (Refer note 56) - 94
Profit before tax 1,742 1,253
Tax expense 38
Current tax 285 297
Deferred tax charge/(credit) (73) (102)
Total tax expense 212 195
Profit for the year 1,530 1,058
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
- Remeasurement losses on defined benefit plan (13) (1)
Income tax effect on above* 3 0
Other comprehensive income/(loss) for the year (10) (1)
Total comprehensive income for the year 1,520 1,057
Earnings per equity share of ` 2 each fully paid up 36
Basic (`) 4.85 3.35
Diluted (`) 4.84 3.35

*Amount less than one million

Notes 1 to 59 and other explanatory information forms an integral part of these standalone financial statements

This is the Standalone Statement of Profit and Loss referred to in our report of even date.

Chartered Accountants

Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Standalone cash flow statement FOR THE YEAR ENDED 31 MARCH 2021

(All amounts in million, unless otherwise stated)
Particulars Year ended Year ended
31 March 2021 31 March 2020
A. Cash flow from operating activities
Profit before tax 1,742 1,253
Adjustments for:
Depreciation and amortisation expense 896 972
Interest expense 142 185
Interest income (40) (9)
Share based payment expense (net) 114 -
Unwinding of discount on security deposits (7) (7)
Net (gain)/loss on disposal of property, plant and equipment 2 (7)
Gain on redemption of preference shares in subsidiary (130) (56)
Exceptional items - 94
Gain on sale of mutual fund investments (net) (5) (4)
Dividend income (932) (663)
Bad and doubtful debts/advances (net) 14 22
Inventory written down (net) 19 15
Exchange adjustments (net) (6) 5
Operating profit before working capital changes 1,809 1,800
Adjustments for:
(Increase) / decrease in trade and other receivables (276) 18
(Increase) / decrease in inventories (78) (15)
Increase / (decrease) in trade and other payables 353 (25)
Cash generated from operations 1,808 1,778
Direct taxes paid (net of refunds) (195) (320)
Net cash generated from operating activities (A) 1,613 1,458
B. Cash flow from investing activities
Purchase of property, plant and equipment and intangible assets (including under
(174) (235)
progress, capital advances and capital creditors)
Sale of property, plant and equipment 2 173
(Increase) / decrease in other bank balances (9) (1)
Maturity / (increase) in fixed deposits (not considered as cash and cash equivalent) 552 (581)
Redemption of preference shares in subsidiary 334 143
Investment in equity shares of subsidiary (1,660) -
Purchase of current investments (3,359) (3,118)
Sale of current investments 3,364 3,122
Interest received 40 2
Dividend received 932 663
Net cash generated from investing activities (B) 22 168
C. Cash flow from financing activities
Proceeds from issue of equity shares [including securities premium] 7 13
Proceeds from issue of non-convertible debentures 500 -
Redemption of non-convertible debentures (500) -
Proceeds from long-term borrowings 210 -
Repayment of long-term borrowings (951) (156)
Proceeds from short-term borrowings 731 1,350
Repayment of short-term borrowings (550) (1,034)
Principal payment of lease liabilities (138) (129)
Interest payment of lease liabilities (38) (47)
Interest paid on borrowings (98) (136)
Dividend paid (including tax) (1,292) (868)
Net cash used in financing activities (C) (2,119) (1,007)
Net changes in cash and cash equivalents(A+B+C) (484) 619
Cash and cash equivalents at the beginning of the year 651 32
Cash and cash equivalents at the end of the year 167 651

Note:

As required by Ind AS 7 "Statement of Cash Flows", a reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities is given in note 37 of the financial statements.

This is the Standalone cash flow statement referred to in our audit report of even date.

Chartered Accountants

Rakesh R. Agarwal Parag Shah Suresh Savaliya Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Standalone Statement of changes IN EQUITY FOR THE YEAR ENDED 31 MARCH 2021

(All amounts in million, unless otherwise stated)

63106310631in million*<br>207,321<br>114,666<br>315,565,607<br>315,243,620<br>315,450,941<br>No of shares<br>Note<br>18(a)<br>18(a)<br>18<br>18<br>* including forfeited shares of 0.1 million [Refer note 18(h)]Changes in equity share capitalChanges in equity share capitalBalance as at 31 March 2021Balance as at 31 March 2020Balance as at 1 April 2019 Equity share capital

Other equity (All amounts in million, unless otherwise stated) Note Capital reserve Securities premium Debenture redemption reserve (DRR) Share options outstanding account General reserve Retained earnings Total other equity Balance as at 1 April 2019 398 868 125 8 1,254 3,484 6,137 Profit for the year - - - - - 1,058 1,058 Other comprehensive income/(loss) for the year (net of tax) - - - - - (1) (1) Total comprehensive income for the year - - - - - 1,057 1,057 Share options exercised during the year 19 & 41 - 12 - - - - 12 Amount transferred from share options outstanding account on exercise of options 19 & 41 - 5 - (5) - - - Final Equity dividend 43 - - - - - (394) (394) Tax on equity dividend 43 - - - - - (81) (81) Interim Dividend Paid 43 - - - - - (394) (394) Balance as at 31 March 2020 398 885 125 3 1,254 3,671 6,337 Balance as at 1 April 2020 398 885 125 3 1,254 3,671 6,337 Profit for the year - - - - - 1,530 1,530 Other comprehensive income/(loss) for the year (net of tax) - - - - - (10) (10) Total comprehensive income for the year - - - - - 1,521 1,521 Share options exercised during the year 19 & 41 - 7 - - - - 7 Transferred from share options outstanding account on exercise of options 19 & 41 - 3 - (3) - - - Share based payment expense / (credit) (net) 19 & 41 - - - 114 - - 114 Options granted /(forfeited) to employees of subsidiaries 19 & 41 - - - 30 - - 30 Transfer to general reserve from DRR - - (125) - 125 - - Final Equity dividend 43 - - - - - (647) (647) Interim Dividend Paid 43 - - - - - (647) (647) Balance as at 31 March 2021 398 895 - 144 1,379 3,898 6,714

Nature and purpose of reserves

i) Capital reserve

Capital reserve represents capital surplus and not normally available for distribution as dividend.

ii) Securities premium

Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

iii) Debenture redemption reserve (DRR)

The Company had issued redeemable non-convertible debentures and accordingly DRR was created pursuant to the Companies (Share capital and Debentures) Rules 2014. DRR was required to be created, out of profits of the Company available for payment of dividend, upto an amount which is equal to 25% of the total value of the debentures issued. DRR is transferred to general reserve considering amendment in the aforesaid Rules.

iv) Share options outstanding account

Represent the fair value at respective grant dates of options granted and outstanding for vesting/exercise, under Essel Employee Stock Option Scheme 2014 and EPL Employee Stock Option Scheme 2020. This balance will be transferred to share capital and security premium account as and when the options get exercised from time to time or to retained earnings in the event of forfeiture, non-vesting or lapse.

v) General reserve

The reserve is a distributable reserve maintained by the Company out of transfers made from annual profits.

vi) Retained earnings

Retained earnings represent the accumulated earnings net of losses, if any, made by the Company over the years as reduced by dividends or other distributions paid to the shareholders and includes other comprehensive income.

Notes 1 to 59 and other explanatory information forms an integral part of these standalone financial statements

This is the Standalone Statement of changes in equity referred to in our audit report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants

Membership No.: 109632

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

statements AS AT AND FOR THE YEAR ENDED 31 MARCH 2021

1 Corporate information

EPL Limited (hereinafter referred to as 'EPL' or 'the Company') (CIN: L74950MH1982PLC028947) is domiciled and incorporated in India and its shares are publicly traded on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company's registered office is located at P.O. Vasind , Taluka : Shahapur, District: Thane, Maharashtra - 421604, India. The Company is engaged in manufacture of plastic packaging material in the form of multilayer collapsible tubes and laminates used primarily for packaging of consumer products in the Beauty & Cosmetics, Health & Pharmaceuticals, Food, Home and Oral Care categories.

The standalone financial statements (hereinafter referred to as "Financial Statements") of the Company for the year ended 31 March 2021 were authorised for issue by the Board of Directors at their meeting held on 20 May 2021.

2 Basis of preparation and other significant accounting policies

I Basis of preparation of financial statements

a) The financial statements have been prepared to comply in all material respects with the Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Act and rules framed thereunder.

These financial statements have been prepared under the historical cost convention and on accrual basis, except for certain financial assets and liabilities (including derivative instruments), non-current asset held for sale, defined benefit plan assets and liabilities and share based payments being measured at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or a liability at the measurement date.

The financial statements are presented in Indian Rupees ('INR') with values rounded off to the nearest million (000,000), except otherwise indicated. Zero '0' denotes amount less than a million.

b) Current and non-current classification

All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating cycle of the Company as per the guidance set out in Schedule III to the Act. Assets and liabilities are classified as current if expected to realise or settle within twelve months after the balance sheet date. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

II Summary of significant accounting policies

a) Investment in subsidiaries

Investments in subsidiaries are accounted at cost in accordance with Ind AS 27 "separate financial statements".

b) Property, plant and equipment and right-of-use assets

  • i) Freehold land is carried at cost. Other property, plant and equipment are stated at original cost of acquisition/installation (net of goods and services tax) less accumulated depreciation and impairment loss, if any. Cost includes cost of acquisition, construction and installation, taxes, duties, freight and other incidental expenses that are directly attributable to bringing the asset to its working condition for its intended use and estimated cost for decommissioning of an asset. Further, in respect of accounting periods commencing on or after 7 December, 2006, exchange differences arising on reporting of long-term foreign currency monetary items which are recognised in the financial statements till the period ending 31 March 2016 at rates different from those at which they were initially recorded during the period, or reported in the previous financial statements are added to or deducted from the cost of the assets and depreciated over the balance life of the asset, where these monetary items pertain to the acquisition of depreciable property, plant and equipment.
  • ii) Capital work-in-progress comprises cost of property, plant and equipment and related expenses that are not yet ready for their intended use at the reporting date.
  • iii) Right-of-use (ROU) assets are stated at cost, less accumulated depreciation and impairment loss, if any. The carrying amount of ROU assets is adjusted for remeasurement of lease liability, if any, in future. Cost of ROU assets comprises the amount of initial measurement of lease liability, lease payments made before the commencement date (net of incentives received), initial direct costs and present value of estimated costs of dismantling and restoration, if any.

Depreciation on property, plant and equipment and right-of-use assets

i) Depreciation on property, plant and equipment is provided to the extent of depreciable amount on straight-line method over the useful life of asset as specified in Part-C of Schedule II to the Companies Act, 2013. Depreciation is charged on pro-rata basis for asset purchased / sold during the year. Depreciation on the following assets is provided considering a shorter useful life as compared to Schedule II useful life, based on management estimate in view of possible technology obsolescence and product life cycle implications.

Assets Useful life
Tooling, Moulds, Dies 7 years
Hydraulic works, Pipelines and Slucies (HWPS) 10 years
Overhauling of plant and machinery 5 years
  • ii) ROU assets are depreciated on straight line basis from the commencement date to the end of useful life of asset or lease term whichever is earlier.
  • iii) Leasehold improvements are amortised over the normal period of lease or useful lives, whichever is lower.

c) Intangible assets

  • i) Intangible assets are stated at cost of acquisition less accumulated amortisation. Intangible assets with finite lives are amortised on a straight-line basis over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss.

  • ii) Intangibles assets with finite lives are amortised as follows:

  • Softwares : ERP software 10 years and others 3 years

  • Patents : 10 years

d) Impairment of non-financial assets

The carrying amounts of non-financial assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An asset is treated as impaired when the carrying amount exceeds its recoverable value. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to the present value using a pre-tax discount rate that reflects current market assessment of the time value of money and risks specific to the assets. An impairment loss is charged to the statement of profit and loss in the year in which an asset is identified as impaired. After impairment, depreciation/amortisation is provided on the revised carrying amount of the asset over its remaining useful life. The impairment loss recognized in prior accounting periods is reversed by crediting the statement of profit and loss if there has been a change in the estimate of recoverable amount.

e) Non-current assets held for sale

The Company classifies non-current assets as held-for-sale if their carrying amounts will be recovered principally through a sale rather than through continuing use of the assets and actions required to complete such sale indicate that it is unlikely that significant changes to the plan to sell will be made or that the decision to sell will be withdrawn. Also, such assets are classified as held-for-sale only if the management expects to complete the sale within one year from the date of classification. Non- current assets classified as held-for-sale are measured at the lower of their carrying amount and the fair value less cost to sell. Non-current assets held-for-sale are not depreciated or amortized.

f) Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Ancillary costs incurred in connection with the arrangement of borrowings are amortised over the tenure of such borrowings. All other borrowing costs are charged to the statement of profit and loss as finance costs. Borrowing costs also include exchange differences to the extent regarded as an adjustment to the borrowing costs under Ind AS 23.

g) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A Financial assets

i) Initial recognition

In the case of financial assets, not recorded at fair value through profit or loss (FVPL), financial assets are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

ii) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

- Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate ("EIR") method. Impairment gains or losses arising on these assets are recognised in the Statement of Profit and Loss.

- Financial Assets Measured at Fair Value

Financial assets are measured at fair value through Other Comprehensive Income ('OCI') if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the Statement of Profit and Loss.

In respect of equity investments (other than for investment in subsidiaries and associates) which are not held for trading, the Company has made an irrevocable election to present subsequent changes in the fair value of such instruments in OCI. Such an election is made by the Company on an instrument by instrument basis at the time of transition for existing equity instruments/ initial recognition for new equity instruments.

Financial asset not measured at amortised cost or at fair value through OCI is carried at FVPL.

iii) Impairment of Financial Assets

In accordance with Ind AS 109, the Company applies the expected credit loss ("ECL") model for measurement and recognition of impairment loss on financial assets and credit risk exposures.

The Company follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Statement of Profit and Loss.

iv) De-recognition of financial assets

The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

B Equity Instruments and Financial Liabilities

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

i) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.

ii) Financial liabilities

Initial recognition

Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings and payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below

- Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Amortisation is recognised as finance income in the Statement of Profit and Loss.

- Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

Where the Company issues optionally convertible debenture, the fair value of the liability portion of such debentures is determined using a market interest rate for an equivalent non-convertible debenture. This value is recorded as a liability on an amortised cost basis until extinguished on conversion or redemption of the debentures. The remainder of the proceeds is attributable to the equity portion of the instrument. This is recognised and included in shareholders' equity (net of income tax) and are not subsequently re-measured.

Where the terms of a financial liability is re-negotiated and the Company issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in the Statement of Profit and Loss; measured as a difference between the carrying amount of the financial liability and the fair value of equity instrument issued.

- De-recognition of financial liabilities

Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

C Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously.

D Derivatives and embedded derivatives

  • i) The Company enters into certain derivative contracts (mainly foreign exchange forward contracts) to manage its exposure to foreign exchange risks, which are not designated as hedges. Such contracts are accounted for at fair value through profit or loss and are recognised in the statement of profit and loss.
  • ii) Derivatives embedded in a host contract that are assets within the scope of Ind AS 109 or are closely related to the host contract, are not separated. Derivatives embedded in all other host contracts are separated only if the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host, and are measured at fair value through profit or loss.

h) Employee benefits

i) Short-term benefits

Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss for the year in which the related services are rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the absences occur.

ii) Defined benefit plans

  • a) Post-employment and other long-term employee benefits are recognized as an expense in the statement of profit and loss for the year in which the employee has rendered services. The expense is recognized at the present value of the amount payable determined using actuarial valuation techniques.
  • b) Re-measurement of the net defined benefit liability, which comprises of actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest) are recognised in other comprehensive income in the period in which they occur.

iii) Defined contribution plans

Payments to defined contribution retirement benefit schemes are charged to the statement of profit and loss of the year when the contribution to the respective funds are due. There are no other obligations other than the contribution payable to the fund.

iv) Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are provided based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Statement of Profit and Loss in the period in which they occur.

i) Share based payments

Equity settled share based compensation benefits are provided to employees under the various Employee Stock Option Schemes. The fair value of options granted under the Employee Stock Option Scheme is recognised as an employee benefits expense with a corresponding increase in equity as "Share options outstanding account". The total amount to be recognised is determined by reference to the fair value of the options granted:

  • including any market performance conditions (e.g., the entity's share price)
  • excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
  • including the impact of any non-vesting conditions (e.g. the requirement for employees holdings shares for a specific period of time).

The total expenses are amortised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the service and non-market performance vesting conditions. It recognises the impact of the revision to original estimates, if any, in the statement of profit and loss, with a corresponding adjustment to equity. In case vested options forfeited or expires unexercised, the related balance standing to the credit of the "Share options outstanding account" is transferred to "Retained earnings".

In case of equity settled share based payments to employees of subsidiaries, in the standalone financial statements, the Company recognises the impact in the investment in the subsidiaries.

j) Revenue recognition

i) Revenue from contract with customers

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Revenue from sale of goods

Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer involving single performance obligation , which is generally at the time of delivery as per the contract. In case of exports , the control is deemed to be transferred when the goods are shipped. There is no continuing management involvement with the goods, and the amount can be measured reliably. It is measured at the fair value of the consideration received or receivable net of returns, trade discounts, volume rebates and goods and services tax.

Revenue from royalty and service charges

  • Revenue from royalty received under the licensing agreements are recognised over the period during which the underlying sales are recognised as per the terms of agreement.

  • Revenue from services are recognized over period of time on performance of obligations as per the terms of the agreement. However, revenue from services comprising of development of art work and such other services, involving single performance obligation, are recognised at a point in time.

Variable consideration

If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which the Company will be entitled in exchange for transferring the promised goods or services to the customer. Where customers are provided with discounts, rebates etc, such discounts and rebates will give rise to variable consideration. The Company follows the 'most likely amount' method in estimating the amount of variable consideration.

Contract balances

Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised. Contract liabilities are recognised as revenue when the Company performs under the contract.

Trade receivables

A receivable represents the Company's right to an amount of consideration under the contract with a customer that is unconditional and realizable on the due date.

  • ii) Export incentives / benefits are accounted on accrual basis.
  • iii) Dividend income is recognised when the right to receive the payment is established by the balance sheet date.
  • iv) Interest income for all debt instruments, measured at amortised cost or fair value through other comprehensive income, is recognised using the effective interest rate method and shown under interest income in the statement of profit and loss.

k) Government grants

  • i) Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
  • ii) Government grants relating to income are deferred and recognised in the statement of profit and loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income.
  • iii) Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to the statement of profit and loss on a straight-line basis over the expected lives of the related assets and presented within other income.

l) Inventories

  • i) Inventories include raw materials, packing material, stores and spares, finished goods and goods-in-process, and are valued at lower of cost and estimated net realisable value.
  • ii) Cost are assigned to items of inventory on the basis of moving average cost method.
  • iii) Cost of finished goods and goods-in-process includes cost of direct materials, labour and other manufacturing overheads.

m) Foreign currency transactions

  • i) The functional currency of the Company is Indian Rupee (` or INR) which is also the presentation currency. All other currencies are accounted for as foreign currency.
  • ii) Transactions denominated in foreign currencies are initially recorded in the functional currency at the exchange rate prevailing at the date of transaction.
  • iii) Monetary items denominated in foreign currencies at the year-end are restated at the closing rates. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction.
  • iv) Exchange differences, in respect of accounting periods commencing on or after 7 December 2006, arising on reporting of longterm foreign currency monetary items which are recognised in the financial statements till the period ending 31 March 2016 at rates different from those at which they were initially recorded or reported in previous financial statements, in so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset. Any other income or expense on account of exchange difference either on settlement or on translation is recognised in the statement of profit and loss.

n) Income taxes

  • i) The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
  • ii) The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.
  • iii) Deferred tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
  • iv) Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
  • v) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
  • vi) Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

o) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

The Company's lease assets consists of office premises. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • (i) the contract involves the use of an identified asset
  • (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
  • (iii) the Company has the right to direct the use of the asset

Where the Company is a lessee

The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Company is reasonably certain to exercise that option.

At the date of commencement of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The cost of the right of use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located.

The right of use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right of use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right of use asset. The estimated useful lives of right of use assets are determined on the same basis as those of property, plant and equipment.

Company as a lessor

Leases under which the Company is a lessor are classified as finance or operating leases. Lease contracts where all the risks and rewards are substantially transferred to the lessee, the lease contracts are classified as finance leases. All other leases are classified as operating leases.

p) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a right issue, shares split and reserve share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the year attributable to equity share holders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

q) Provisions, contingent liabilities and contingent assets

i) Provisions are recognised when there is a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

  • ii) A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
  • iii) A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognised in the period in which the change occurs.

r) Dividend

Provision is made for the amount of any dividend declared on or before the end of the reporting period but remaining undistributed at the end of the reporting period, where the same has been appropriately authorised and is no longer at the discretion of the Company.

s) Contributed equity

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

t) Cash and cash equivalents

  • i) Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and short-term deposit with original maturity upto three months, which are subject to insignificant risk of changes in value.
  • ii) For the purpose of presentation in the statement of cash flows, cash and cash equivalents consists of cash and short-term deposit, as defined above, net of outstanding bank overdraft but including other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

u) Exceptional items

Certain occasions , the size, type , or incidences of the item of income or expenses pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company, such income or expenses is classified as an exceptional item and accordingly, disclosed in the financial statements.

v) Fair value measurement

The Company measures financial instruments, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or

  • In the absence of a principal market, In the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act

in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company's accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

w) Unforeseeable losses

The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.

III) Recent pronouncements

On 24 March 2021, the Ministry of Corporate Affairs (MCA) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from 1 April 2021. The Company is evaluating the effect of the amendments on its financial statements.

3 Significant estimates, judgements and assumptions

The preparation of financial statements in conformity with Ind AS requires the management to make estimates, assumptions and exercise judgement in applying the accounting policies that affect the reported amount of assets, liabilities and disclosure of contingent liabilities at the date of financial statements and the reported amounts of income and expenses during the year. The Management believes that these estimates are prudent and reasonable and are based on the Management's best knowledge of current events and actions. Actual results could differ from these estimates and differences between actual results and estimates are recognised in the periods in which the results are known or materialised. This note provides an overview of the areas that involves a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.

i) Defined benefit obligation

The cost of post-employment and other long term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

ii) Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

iii) Share-based payments

Estimating fair value for share-based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them.

iv) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

v) Impairment of financial assets

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

vi) Taxes

The Company periodically assesses its liabilities and contingencies related to income taxes for all years open to scrutiny based on latest information available. The Company records its best estimates of the tax liability in the current tax provision. The management believes that they have adequately provided for the probable outcome of these matters.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

vii) Contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystalising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised.

viii) Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company's operations and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Company has concluded that no changes are required to lease period relating to the existing lease contracts.

ix) Useful life and residual value of property, plant and equipment (PPE) and intangible assets

Useful lives of PPE and intangible assets are based on the life prescribed in Schedule II to the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers' warranties and maintenance support. Assumptions also need to be made, when it is assessed, whether an asset may be capitalized and which components of the cost of the asset may be capitalized.

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Description of assets Gross carrying amount Depreciation/Amortisation (All amounts in million, unless otherwise stated) Net carrying
As at Additions Reclassification Disposals As at Upto For the Disposals Upto amountAs at
1 April 2020 on adoption of IndAS 116 31 March 2021 31 March 2020 Period 31 March 2021 31 March 2021
Freehold Land 26 - - - 26 - - - - 26
Leasehold Improvements 158 1 - - 159 38 19 - 57 102
Building 538 144 - 0 682 105 26 0 131 551
Plant and Machinery 5,508 102 - 13 5,597 2,875 617 10 3,482 2,115
Office Equipment 382 45 - 5 422 156 43 4 194 228
Furniture and Fixture 141 1 - 0 142 53 15 0 68 74
TOTAL 6,753 293 - 18 7,028 3,226 720 14 3,931 3,097
Description of assets Gross carrying amount Depreciation/Amortisation Net carryingamount
April 2019As at 1 Additions on adoption of IndReclassificationAS 116 Disposals 31 March 2020As at 31 March 2019Upto For thePeriod Disposals 31 March 2020Upto 31 March 2020As at
Freehold Land 29 - - 3 26 - - - - 26
Leasehold Land 2 - 2 - - - - - - -
Leasehold Improvements 136 22 - - 158 20 18 - 38 120
Building 519 19 - 0 538 81 24 - 105 433
Plant and Machinery 5,359 167 - 18 5,508 2,185 696 6 2,875 2,633
Office Equipment 353 31 - 2 383 114 43 1 156 227
Furniture and Fixture 139 10 - 8 141 44 15 6 53 88
TOTAL 6,537 249 2 31 6,753 2,444 796 13 3,226 3,527
Notes:
(i) Buildings include roads, residential flats, tubewell, watertanks and share in co-operative society.
(ii) For details of property, plant and equipment pledged as security, refer note 44.
Description of assets Gross carrying amount Depreciation/Amortisation Net carryingamount
April 2019As at 1 ditions∢वॅ on adoption of IndReclassificationAS116 Disposals Asat 31 March 2020 31 March 2019Upto For thePeriod Disposals 31 March 2020Upto 31 March 2020As at
Freehold Land 29 26 26
easehold Land
easehold Improvements 136 22 158 $\overline{20}$ 38 $\overline{20}$
suilding 519 $\overline{0}$ 538 $\overline{\infty}$ 24 105 433
lant and Machinery 5,359 167 $\approx$ 5,508 2,185 696 6 2,875 2,633
Office Equipment 353 $\overline{3}$ 383 $\frac{4}{11}$ 43 156 227
Furniture and Fixture 139 $\supseteq$ $\frac{14}{1}$ $\overline{4}$ $\frac{5}{1}$ 53 88
TOTAL 6.537 249 51 6,753 2,444 796 $\overline{1}$ 3,226 3,527
Notes:
ćÑ≃ escription of assets
Net carrying 399 399
324 324
Depreciation/Amortisation
$163$ 16 163161
723
Gross carrying amount Reclassification Disposals As at Upto For the Disposals Upto As aton adoption of Ind 31 March 2021 31 March 2020 Period 31 March 2021 31 March 2021AS 116
Additions
April 2020As at
escription of assets light of Use LATO
Vet carryingamount As at 538 538
31 March 2020 31 March 2020Upto 1631 ć
Depreciation/Amortisation For the Disposals
163
As at Upto For the31 March 2020 31 March 2019 Period
701
Gross carrying amount Reclassification Disposalson adoption of IndAS116
dditions 699 699
pril 2019As at 1
Description of assets Right of Use NIO
í
. .
Right of Use4B
Description of assets Gross carrying amount Depreciation/Amortisation Net carryingamount
1 April 2020As at Additions on adoption of IndReclassificationAS 116 Disposals 31 March 2021As at 31 March 2020Upto For thePeriod Disposals 31 March 2021Upto 31 March 2021As at
Right of Use 701 22 - - 723 163 161 - 324 399
TOTAL 701 22 - - 723 163 161 - 324 399
Description of assets Gross carrying amount Depreciation/Amortisation Net carryingamount
April 2019As at 1 Additions on adoption of IndReclassificationAS 116 Disposals 31 March 2020As at 31 March 2019Upto For thePeriod Disposals 31 March 2020Upto 31 March 2020As at
Right of Use - 699 2 - 701 163 - 163 538
TOTAL - 699 2 - 701 - 163 - 163 538
Intangible assetsDescription of assets5 Gross carrying amount Depreciation/Amortisation Net carrying
April 2020 As at 1 Additions Reclassificationon adoption of Disposals March 2021As at 31 March 2020Upto 31 For thePeriod Disposals March 2021Upto 31 March 2021As at 31amount
Computer Software 112 13 Ind AS 116 - 0 125 89 10 990 26
Patents 42 9 - - 51 6 5 11- 40
TOTAL 154 22 - 0 176 95 15 1100 66
Description of assets Gross carrying amount Depreciation/Amortisation Net carryingamount
April 2019 As at 1 Additions Reclassificationon adoption ofInd AS 116 Disposals March 2020As at 31 March 2019Upto 31 For thePeriod Disposals March 2020Upto 31 March 2020As at 31
Computer Software 85 27 - - 112 79 10 89- 23
Patents 9 35 - 2 42 3 3 60 37
TOTAL 94 62 - 2 154 82 13 950 60
6A Non-current investments (At cost) (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
(A) Investments in equity shares of wholly owned subsidiaries - Unquoted
830,000 (31 March 2020: 830,000) of USD 10 each of Lamitube Technologies Limited,Mauritius 900 900
1,261 (31 March 2020: 1,261) of no par value of Arista Tubes Inc., USA * 744 744
1,600 (31 March 2020: 1,600) of USD 1000 each of Lamitube Technologies (Cyprus) Limited,Cyprus 72 72
1,716 1,716
(B) Investments in equity shares of subsidiary
22,82,630 (31 March 2020: Nil) of ` 10 each of Creative Stylo Packs Private Limited # 1,660 -
(C) Value of stock options granted to employees of subsidiaries
As per last balance sheet :
EPL America, LLC 6 6
EPL Propack UK Limited 3 3
EPL Packaging (Guangzhou) Limited 3 3
Laminate Packaging Colombia SAS 1 1
EPL Poland sp. z.o.o. 1 1
14 14
Add/(Less):Options granted /(forfeited) to employees of subsidiaries (Refer note 41) :
Essel Propack MISR for Advanced Packaging S.A.E. 1 -
EPL America, LLC 10 -
EPL Propack de Mexico, SA de C.V. 1 -
Laminate Packaging Colombia SAS 1 -
EPL Poland sp. z.o.o. 3 -
EPL Deutschland GmbH & Co. KG 5 -
EPL Propack UK Limited 10 -
44 14
Total (A + B + C) 3,420 1,730
Aggregate amount of unquoted investments at book value 3,420 1,730
Aggregate amount of quoted investments - -
Aggregate amount of impairment in value of investment - -
3,420 1,730
Investments carried at cost 3,420 1,730
Investments carried at amortised cost - -
Investments carried at fair value through profit and loss - -
3,420 1,730
(All the above securities are fully paid up)
Note :

* 7.35% ( 100 number of shares) is held through Lamitube Technologies (Cyprus) Limited

The Company has executed a Share Purchase Agreement (SPA) on 12 November 2020 for acquisition of Creative Stylo Packs Private Limited (CSPL) by way of part cash and part equity transaction through a scheme of amalgamation/ merger. The Board of Directors of the Company in its meeting held on 12 November 2020 had approved the Scheme of amalgamation/ merger of CSPL with the Company under Sections 230 to 232 of the Companies Act, 2013 and other applicable statutory provisions. The transaction was consummated on 1 February 2021. Consequently, CSPL has become a subsidiary of the Company (shareholding of 72.46%). The process of amalgamation/ merger of CSPL with the Company is underway.

6BNon-current financial assets - Investment (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Investments in preference shares of wholly owned subsidiary - Unquoted (At amortised cost)
As per last balance sheet 366 454
Less: Redemption ** (204) (88)
3,900 (31 March 2020: 8,400) Non-cumulative optionally convertible redeemable preferenceshares of USD 1,000 each of Lamitube Technologies (Cyprus) Limited, Cyprus with fixed rate ofdividend of USD 110 per share
Total 162 366

** 4,500 non-cumulative optionally convertible redeemable preference shares of USD 1,000 each of Lamitube Technologies (Cyprus) Limited, Cyprus has been redeemed during the year ended 31 March 2021.

7Non-current financial assets - Loans (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
(Unsecured, considered good)
Security deposits 99 93
Total 99 93
Security deposits are interest free non-derivative financial assets carried at amortised cost. Theseprimarily include deposits given against rented premises and various deposits with governmentauthorities. The carrying value may be affected by changes in the credit risk of the counterparties.
Break-up of security details
Loans considered good - secured - -
Loans considered good - unsecured 99 93
Loans which have significant increase in credit risk - -
Loans - credit impaired - -

8 Other non-current financial assets (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Deposits with banks having maturity period of more than twelve months* 8 0
Insurance claim receivable (Refer note 46) 19 19
Total 27 19

* Deposited with / lien in favour of various Government authorities / banks.

9Income tax assets (net) (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Balances with income tax authorities - Income tax [net of provision for tax 4,723 million (31<br>March 2020 : 4,438 million)] 27 117
Total 27 117
10Other non-current assets (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Capital advances
Considered good 12 21
Considered doubtful 2 -
14 21
Less: Impairment loss allowance for bad and doubtful advances (2) -
12 21
Prepaid expenses 2 1
Balances with Government authorities - Indirect tax 35 41
Total 49 63
(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
368 303
243 224
36 52
230 239
11 11
888 829

Notes :

  1. Inventories provided/written off during the year by 19 million (31 March 2020: 15 million). These amounts are recognised as an expense and included in "Changes in inventories of finished goods and goods-in-process" in the statement of profit and loss.

  2. For details of Inventories being pledged as security, refer note no 44.

12 Trade receivables (Unsecured) (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Considered good
- Related parties (Refer note 51) 178 180
- Others 1,594 1,217
Considered doubtful 47 72
1,819 1,469
Less: Loss allowance (47) (72)
Total 1,772 1,397
Trade receivables are non-interest bearing and credit terms are generally 30 to 90 days. The Company'sexposure to credit and currency risks related to trade receivables is disclosed in note 40.
Break-up of security details
Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 1,772 1,397
Trade receivables which have significant increase in credit risk - -
Trade receivables - credit impaired 47 72
13Cash and cash equivalents (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Balance with banks in current accounts 131 344
Cheques on hand/ Remittances in transit 36 57
Deposits with banks having original maturity period of upto three months - 250
Total 167 651

14 Bank balances other than cash and cash equivalents (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Unclaimed dividend accounts 13 11
Deposits with banks having original maturity period of more than 3 months but less than 12months* 32 585
Total 45 596

*32 million (31 March 2020: 30 million) held as margin money for bank guarantees issued.

15 Current financial assets - Loans (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Unsecured, considered good
Security deposits* 25 32
Loans to employees - 2
Total 25 34
*Deposited with / lien in favour of various Government authorities / banks.
Break-up of security details
Loans considered good - secured - -
Loans considered good - unsecured 25 34
Loans which have significant increase in credit risk - -
Loans - credit impaired - -

16 Other current financial assets (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Other receivables from subsidiaries (Refer note 51) 3 12
Export benefits receivable 7 18
Government grant receivable * 50 50
Others 15 -
Total 75 80

* As per North East Industrial Development Scheme, 2017 all eligible new industrial units in the manufacturing and service sector located anywhere in the North Eastern Region will be provided as Central Capital Investment Incentive @ 30% of the investment in plant and machinery. Based on the fulfilment of necessary conditions attached to the above scheme, the Company had recognised an amount of ` 50 million during the financial year ended 31 March 2019.

17Other current assets(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Advances recoverable in kind
Considered good 46 46
Considered doubtful 6 6
52 52
Less: Loss allowance (6) (6)
46 46
Prepaid expenses 101 135
Balances with Government authorities - Indirect taxes (net) 205 303
Total 352 484
18Equity share capital (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Authorised
350,000,000 (31 March 2020: 350,000,000) equity shares of ` 2 each 700 700
Issued
315,622,727 (31 March 2020: 315,508,061) equity shares of ` 2 each 631 631
Subscribed and paid up
315,565,607 (31 March 2020: 315,450,941) equity shares of ` 2 each fully paid up (Refer note (a)below) 631 631
Add: 57,120 (31 March 2020 : 57,120) equity shares of ` 2 each forfeited (Refer note (h) below) 0 0
Total 631 631

a) Reconciliation of number of shares outstanding (excluding forfeited shares)

As at 31 March 2021 As at 31 March 2020
Number ofequity shares Amount Number ofequity shares Amount
At the beginning of the year 315,450,941 631 315,243,620 631
Add/(less): Changes during the year
Allotted on exercise of employee share options (Refer note 41) 114,666 0 207,321 0
Outstanding at the end of the year 315,565,607 631 315,450,941 631

b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Details of shares held by holding company

As at 31 March 2021 As at 31 March 2020
Name of Shareholder Number ofequity shares Percentage ofholding Number ofequity shares Percentage ofholding
Epsilon Bidco Pte. Ltd * 163,973,866 51.96% 236,553,956 75.00%

* Pursuant to the Share Purchase Agreement dated 22 April 2019 executed between Ashok Goel Trust ("the Seller") and Epsilon Bidco Pte Ltd ("the Acquirer"), the Acquirer has acquired 48.98% equity shares in the Company from Ashok Goel Trust on completion date i.e. 22 August 2019. During the year 2019-20, the Acquirer has also acquired 26% equity shares from the public shareholders pursuant to the Open Offer as per SEBI Takeover Regulation. As a result of the said acquisition, the Acquirer became the holding entity of the Company during the year ended 31 March 2020. The Acquirer is managed by Blackstone Group.

Name of Shareholder As at 31 March 2021 As at 31 March 2020
Number ofequity shares Percentage ofholding Number ofequity shares Percentage ofholding
Epsilon Bidco Pte. Ltd * 163,973,866 51.96% 236,553,956 75.00%
Ashok Kumar Goel (Trustee - Ashok Goel Trust) 24,183,006 7.67% 24,183,006 7.67%

e) Employees Stock Option Scheme (ESOPS):

During the year ended 31 March 2021, the Company has instituted an EPL Employee Stock Option Scheme 2020 ("the Scheme") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Company and of its subsidiaries, other than promoters or person belonging to promoter group.

Pursuant to the said Scheme, stock options 3,836,099 convertible into 3,377,144 equity shares of 2 each at an exercise price of 161 per share and 458,955 equity shares of 2 each at an exercise price of 268 per share have been granted to eligible employees, being the market price as defined in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 (SEBI Regulation). Subject to terms and conditions of the Scheme, the said options will vest in a phased manner equally in every year during the next five years, as per the provisions of the Scheme.

  • f ) The Board of Directors at its meeting held on 26 April 2018, recommended issue of bonus equity shares, in the ratio of one equity share of 2 each fully paid up for every one equity share of the Company held by the shareholders as on a record date. The above issue of bonus shares was approved by the shareholders in the annual general meeting held on 13 June 2018 and accordingly the Company allotted 157,181,664 equity shares of 2 each fully paid up bonus shares by capitalisation of securities premium amounting to ` 314 million.
  • g) There are no shares bought back or shares issued for consideration other than cash except for bonus equity shares described in point (f ) above, during five years preceding 31 March 2021.
  • h) Forfeited equity shares consist of 35,725 partly paid up equity shares and 21,395 fully paid up bonus shares forfeited during earlier year. The amount of ` 0.1 million in relation to the forfeiture will be transferred to reserves upon cancellation of these shares.
19 Other equity (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
a) Capital reserve 398 398
b) Securities premium
As per last balance sheet 885 868
Add/(Less): Amount received during the year on exercise of options (Refer note 41A) 7 12
Transferred from share options outstanding account on exercise of options (Refer note 41A) 3 5
Closing balance 895 885
c) Other reserves
i) Debenture redemption reserve
As per last balance sheet 125 125
Less: Transferred to general reserve (125) -
Closing balance - 125
ii) Share options outstanding account
As per last balance sheet 3 8
Add/(less): Share based payment expense / (credit) (net) (Refer note 41B) 114 -
Options granted /(forfeited) to employees of subsidiaries (Refer note 41B) 30 -
Transferred to securities premium on exercise of options (3) (5)
Closing balance 144 3
iii) General reserve
As per last balance sheet 1,254 1,254
Add: Transferred from debenture redemption reserve 125 -
Closing balance 1,379 1,254
iv) Retained earnings
As per last balance sheet 3,671 3,484
Add/(Less):
Profit for the year 1,530 1,058
Item of other comprehensive income recognised directly in retained earnings
- Remeasurement gains/(losses) on defined benefit plan (net of tax) (10) (1)
Final equity dividend paid (647) (394)
Tax on equity dividend paid - (81)
Interim dividend paid (647) (394)
Closing balance 3,898 3,671
Total 6,714 6,337

20 Non-current financial liabilities (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
(A) Borrowings
Secured
Term loan from bank (Refer note (a) below) 208 -
208 -
Unsecured
500 (31 March 2020: 500) units of redeemable non-convertible debentures of face value of` 1,000,000 each (Refer note (b) below) 509 509
Term Loan from bank (Refer note (c) below) - 950
Deferred sales tax loan (Refer note (d) below) 15 47
524 1,506
Total 732 1,506
Less: Current maturities disclosed under Other current financial liabilities (Refer note 25) 42 675
Total 690 831
(B) Other non-current financial liabilities
Lease liabilities (Refer note 47) 300 402
Total 300 402

Nature of security and terms of repayments for long-term borrowings a) Term loan from bank 208 million (31 March 2020: Nil) is secured by movable property, plant and equipment of the Company Term loan from bank carry variable interest rate with interest payable monthly and interest rate reset based on bench mark rate i.e. three months treasury bill rates and is repayable in 16 quarterly instalments starting 15th month from first drawdown date 31 August 2020. b) Listed redeemable non-convertible debentures of 509 million (31 March 2020: 509 million) are unsecured Current year debentures carry fixed interest rate at 6.5% p.a. payable annually and on maturity and are repayable over a period of 18 months for 100 million (Series 1-A), 24 months for 200 million (Series 1-B) and 30 months for 200 million (Series 1-C) respectively from the date of issuance. During the year, the Company has redeemed their previous year debenture liability of 509 million. These debentures carry interest rate at 1 year Treasury Bill YTM rate + 145 bps p.a. payable annually and are redeemable at par at the end of 3 years i.e 21 December 2020 from the date of issue. c) Term loan from banks Nil (31 March 2020: 950 million) is unsecured. Term loan from bank carry variable interest rate based on bench mark rate i.e.. MCLR of the bank with a put/call option at the end of every 12 months anniversary from the date of first disbursement and is repayable in 7 half yearly instalments starting at 18th month from the date of first disbursement. Loan is fully prepaid during the current year d) Deferred sales tax interest free loans are repayable after a period of 10 to 14 years from the date of loan and are repayable upto 2024-2025.

21 Non current liabilities (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Deferred government grant 25 32
Total 25 32
22Non-current liabilities - provisions (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Employee benefits (Refer note 42)
-Gratuity 107 84
Provision for contingencies* 51 53
Total 158 137
* Created pursuant to sale of stake in erstwhile subsidiary company, executed in earlier years.
Movement of provision for contingencies:
Opening balance 53 57
Increase/(utilised) (2) (4)
Closing balance 51 53

23 Current financial liabilities (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Borrowings
Secured (Repayable on demand)
Working capital loan from banks (Refer note (a) below) - 330
- 330
Unsecured
Short term loan from banks (Refer note (b) below) - 220
Commercial Paper (Refer note (c) below) 731 -
731 220
Total 731 550

a) Working capital loan of Nil (31 March 2020: 330 million) were secured by first pari-passu charge on current assets of the Company. The same has been repaid during the year.

b) Short term loans of Nil (31 March 2020 220 million) were unsecured. The same has been repaid during the year.

c) Unlisted Commercial Papers of 731 million (31 March 2020: Nil). During the year, the Company has issued Commercial Papers with maturity value of 500 million and 250 million with coupon rates of 5.8% and 5.65% respectively with their maturity period of 340 days and 180 days respectively.

24Trade payables (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Dues of micro enterprises and small enterprises (Refer note 50) 65 14
Dues of creditors other than micro enterprises and small enterprises
- Acceptances* 72 166
- Others 862 585
Total 999 765

* For details of unexpired letters of credit refer note 45 ('C)

25Other current financial liabilities (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Lease liabilities (Refer note 47) 117 131
Total 117 131
Other financial liabilities
Current maturities of long-term borrowings (Refer note 20) 42 675
Unclaimed dividend 13 11
Unspent corporate social responsibility liability 12 -
Payable for capital goods
- Micro enterprises and small enterprises (Refer note 50) 8 9
- Others 31 25
Employee benefits payable 174 96
Derivative instruments at fair value through profit or loss
- Foreign exchange forward contracts*# 0 0
Total 280 817

* Amount less than one million

Mark to market payable on foreign currency forward contracts taken on foreign currency receivables

26Other current liabilities (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Contract liabilities - advance from customers 7 12
Statutory dues 30 23
Deferred government grant 7 7
Total 44 42

27 Current liabilities - provisions (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Employee benefits (Refer note 42)
- Gratuity 30 28
- Leave entitlement 83 65
Total 113 93

28 Revenue from operations (All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Sales of products 7,922 7,589
Other operating revenues
Royalty/Service charges 425 380
Sale of scrap 45 39
Export and other incentives 17 34
Total 8,409 8,042
29Other income (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Interest on income tax refund 14 4
Interest income on financial assets at amortised cost
- Loans - 5
- Fixed deposits 26 4
Unwinding of discount on security deposits 7 6
Net gain on disposal of property, plant and equipment - 7
Gain on sale of mutual fund investments (net) 5 4
Gain on redemption of preference shares in subsidiary (Refer note 57) 130 56
Dividend from subsidiaries 932 664
Government grant 7 10
Miscellaneous income 18 30
Exchange difference (net) 4 -
Total 1,143 790
30Cost of materials consumed (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Inventory at the beginning of the year 303 235
Add: Purchases (net) 3,635 3,522
3,938 3,757
Less: Inventory at the end of the year 368 303
Total 3,570 3,454

31 Changes in inventories of finished goods and goods-in-process (All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Inventory at the end of the year
Goods-in-process 243 224
Finished goods 36 52
279 276
Inventory at the beginning of the year
Goods-in-process 224 292
Finished goods 52 37
276 329
Total (3) 53
32Employee benefits expense (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Salaries, wages and bonus 1,011 872
Contribution to provident and other funds (Refer note 42) 49 47
Gratuity (Refer note 42) 10 10
Share based payment (credit)/expense (net) (Refer note 41B) 114 -
Staff welfare expenses 77 75
Total 1,261 1,004
33Finance costs (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Interest expense
- Loan from bank 50 77
- Debenture 34 40
- Commercial paper 13 11
- Defined benefit obligation (Refer note 42) 7 10
- Leases 38 47
- Others 0 1
Exchange difference regarded as an adjustment to borrowing costs - 10
Other borrowing costs 6 4
Total 148 200

34 Depreciation and amortisation expense (All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Depreciation on property, plant and equipment 720 796
Depreciation on right-of-use assets 161 163
Amortisation of intangible assets 15 13
896 972
Year ended31 March 2021 Year ended31 March 2020
Stores and spares 203 229
Packing materials 232 220
Power and fuel 356 366
Job work / labour charges 264 271
Other manufacturing expenses 13 14
Freight and forwarding expenses 211 155
Security expenses 22 25
Information technology expenses 75 76
Lease rent (Refer note 47)
- Factory premises 1 1
- Plant and equipment 0 0
- Other 16 15
Repairs and maintenance - -
- Buildings 7 6
- Plant and machinery 50 47
- Others 8 12
Rates and taxes 21 21
Insurance 26 39
Directors' sitting fees (Refer note 51) 1 1
Travelling and conveyance expenses 33 54
Professional and consultancy charges 299 151
Communication charges 9 10
Loss on sale/discard of property, plant and equipment (net) 2 -
Commission to directors (Refer note 51) 8 7
Exchange difference (net) - 12
Payment to auditors (Refer details below) 5 4
Expenditure towards corporate social responsibility (Refer note 53) 23 3
Bad and doubtful debts/advances (net) 12 22
Bad and doubtful capital advances (net) 2 -
Miscellaneous expenses 39 41
Total 1,938 1,802
Payment to auditors for:
Audit fees 3 2
Certifications (including fees for limited reviews) 2 2
Reimbursement of expenses 0 0
Total 5 4

35 Other expenses (All amounts in million, unless otherwise stated)

36Earnings per share (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Profit after tax (` in million) 1,530 1,058
Weighted average number of basic equity shares (Nos.) 315,525,395 315,384,117
Nominal value of equity shares (`) 2.00 2.00
Weighted average number of basic equity shares (Nos.) 315,525,395 315,384,117
Add: Effect of potential equity shares which are dilutive 641,985 64,533
Weighted average number of diluted equity shares (Nos.) 316,167,381 315,448,650
Basic earnings per share (`) 4.85 3.35
Diluted earnings per share (`) 4.84 3.35

37(A) Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities as required by Ind AS 7 "Statement of Cash Flows" is as under:

(All amounts in million, unless otherwise stated)
As at
Interest accrued Other changes 31 March 2021
- - 631
- 3 895
0 (0) 509
- (32) 224
- 22 417
- - 731
Non-cash changes
As at Cash inflows Cash outflows Non-cash changes As at
31 March 2019 Interest accrued Other changes 31 March 2020
Equity share capital 631 0 - - - 631
Securities premium 868 12 - - 5 885
Non-convertible debentures (includingcurrent maturities) 511 - - (2) 0 509
Long-term borrowings (includingcurrent maturities) 1,159 - (156) (6) 0 997
Lease liabilities - - (129) - 663 533
Short-term borrowings 234 1,350 (1,034) - - 550

Notes :

i) Other changes in securities premium are on account of transfer from share options outstanding account on exercise of share options (Refer note 19).

ii) Other changes in borrowings and lease liabilities are on account of amortisation of ancillary borrowing costs and lease liabilities recognised in accordance with Ind AS 116 (Refer note 47) respectively.

37(B) Net debt reconciliation

An analysis of net debts and the movement in net debts for each of the reporting period as follows:

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
(A) Cash and cash equivalents 167 651
(B) Current borrowings 731 550
(C) Non-current borrowings (including current maturities of long-term borrowings) 732 1,506
Net debt (D)=(A)-(B)-(C) (1,296) (1,405)
Bank balances other than cash and cash equivalents 45 596
Net debt (Including Bank balances other than cash and cash equivalents) (1,251) (810)
Other assets Liabilities from financing activities
Cash and cashequivalents (A) Non-currentborrowings (B) Currentborrowings (C) Total(D)=(A)-(B)-(C)
Net debt as at 1 April 2019 32 1,670 234 (1,872)
Cash flows (net) 619 (156) 316 458
Interest expense - 110 18 (128)
Interest paid - (118) (18) 136
Net debt as at 31 March 2020 651 1,506 550 (1,405)
Net debt as at 1 April 2020 651 1,506 550 (1,405)
Cash flows (net) (484) (741) 181 76
Interest expense - 67 30 (97)
Other changes* - (32) - 32
Interest paid - (68) (30) 98
Net debt as at 31 March 2021 167 732 731 (1,296)

*Other changes pertain to amount adjusted by Government Authority

38 Deferred tax asset / liability (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Deferred tax liabilities
Depreciation on property, plant, equipment and intangible assets 29 96
Unamortised ancillary borrowing costs 1 0
Total (A) 30 96
Deferred tax assets
Employee benefits / expenses allowable on payment basis 65 51
Allowance for doubtful debts / advances 12 18
Other deductible temporary differences 15 12
Total (B) 91 81
Deferred tax (asset)/liability (net) (A-B) (61) 15

a) The major components of income tax for the period ended 31 March 2021 are as under:

i) Income tax related to items recognised directly in the statement of profit and loss

(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Current tax
Current tax on profits for the year 285 295
Adjustments for current tax of prior periods - 2
Total current tax expense 285 297
Deferred tax
Relating to origination and reversal of temporary differences (73) (102)
Income tax expense reported in the statement of profit and loss 212 195

ii) Deferred tax related to items recognized in other comprehensive income (OCI)

(All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Deferred tax on remeasurement of defined benefit plan* 3 0
Deferred tax recognised in OCI 3 0

* Amount less than one million

b) Reconciliation of tax expense and the accounting profit multiplied by tax rate:

(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Accounting profit before tax 1,742 1,253
Income Tax @ 25.168% (31 March 2020 25.168%) 439 315
Tax provision for earlier years - 2
Non-deductible expenses for tax purpose 45 3
Utilisation of previously unrecognized deferred tax asset on Long term capital loss - (17)
Effect of concessional tax rate on dividend income (235) (51)
Expenses/(reversals) not deductible/(taxable) (34) (16)
Effect of change in tax rate - (33)
Other temporary differences (2) (9)
Income tax expense charged to the statement of profit and loss 212 195

c) Deferred tax relates to the following:

Balance sheet Recognised in the statement of profitand loss Recognised in OCI
As at31 March 2021 As at31 March 2020 Year ended31 March 2021 Year ended31 March 2020 Year ended31 March 2021 Year ended31 March 2020
a)Taxable temporary differences
Depreciationonproperty,plant,equipmentandintangible assets 29 96 (67) (135) - -
Unamortisedancillaryborrowing costs 1 0 1 (0) - -
Total (a) 30 96 (66) (135) - -
b)Deductibletemporarydifferences
Employee benefits / expensesallowable on payment basis 65 51 (10) 16 (3) (0)
Allowanceforbadanddoubtful debts 12 18 6 3 - -
Other deductible temporarydifferences 15 12 (3) 14 - -
Total (b) 91 81 (7) 33 (3) (0)
Net deferred tax (assets)/liabilities(a-b) (61) 15
Deferred tax charge/(credit) (a+b) (73) (102) (3) (0)

d) Movement in income tax asset / (liability) is as follows

(All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Net Income tax asset at the beginning 117 94
Income tax paid (net of refund) 195 320
Income tax expenses (285) (297)
Net Income tax asset at the end 27 117

39 Fair value measurements

i) The carrying values and fair values of financial instruments by categories are as follows:

(All amounts in million, unless otherwise stated)
Financial assets or financial Basis of As at 31 March 2021 As at 31 March 2020 Fair value
liabilities measurement Carrying value Fair value Carrying value Fair value hierarchy
Assets :
Investments Amortised cost 162 162 366 366
Loans Amortised cost 124 124 128 128
Trade receivables Amortised cost 1,772 1,772 1,397 1,397
Cash and bank balances (includingbank deposits) Amortised cost 220 220 1,246 1,246
Other financial assets Amortised cost 94 94 99 99
Forward contract receivables Fair value - - - - Level 2
Total 2,373 2,373 3,237 3,237
Liabilities :
Borrowings Amortised cost 1,421 1,421 1,381 1,381
Lease liabilities Amortised cost 417 417 533 533
Trade payables Amortised cost 999 999 765 765
Other current financial liabilities Amortised cost 280 280 817 817
Forward contract payables* Fair value 0 0 0 0 Level 2
Total 3,116 3,116 3,496 3,496

*Amount less than 1 million

ii) Fair value hierarchy

The fair values of the financial assets and liabilities are the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standards. An explanation for each level is given below.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Instruments in the level 2 category for the Company include foreign exchange forward contracts.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.

iii) Financial assets and liabilities measured at fair value through profit or loss at each reporting date

As at 31 March 2021 As at 31 March 2020
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets measured at FVTPL
Derivative instruments - foreign exchange forward contracts - - - - - -
Total - - - - - -
Financial liabilities measured at FVTPL
Derivative instruments - foreign exchange forward contracts* - 0 - - 0 -
Total - 0 - - 0 -
*Amount less than 1 million

iv) Valuation techniques used to determine fair value:

The fair value of foreign exchange forward contracts is determined using forward exchange rates at the balance sheet date.

40 (A) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

  • Credit risk;
  • Liquidity risk;
  • Market risk Foreign currency; and
  • Market risk Interest rate

A Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations.

The Company is exposed to credit risk from its operating activities (primarily trade receivables), lease rental deposits, deposits with banks and other financial instruments. Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed.

i) Trade receivables

The Company extends credit to customers in the normal course of business. The Company considers factors such as financial conditions / market practices, credit track record in the market, analysis of historical bad debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The Company monitors the payment track record of the customers and ageing of receivables. Outstanding customer receivables are regularly monitored. The Company considers the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

ii) The ageing analysis of the trade receivables (other than due from related parties) has been considered from the date the invoice falls due.

(All amounts in million, unless otherwise stated)

As at31 March 2021 As at 31 March 2020
Up to 3 months 1,553 1,162
3 to 6 months 34 42
More than 6 months 54 85
Total 1,641 1,289

iii) The following table summarizes the change in the allowances for bad and doubtful debts:

(All amounts in million, unless otherwise stated)

As at31 March 2021 As at 31 March 2020
As at beginning of the year 72 61
Add/(less):
Provided during the year 18 25
Amounts written off (37) (5)
Reversals of provision (6) (9)
As at end of the year 47 72

The Company uses provision matrix whereby trade receivables are considered doubtful based on past trends where such receivables are outstandings for more than one year. The allowance for lifetime expected credit loss on customer balances for the year ended 31 March 2021 and 31 March 2020 is not material.

iv) Other financial instruments

The Company considers factors such as track record, size of the institution, market reputation, financial strength/rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions from whom the Company has also availed borrowings. Security deposits against leasing of premises/Equipments are refundable upon closure of the lease and hence credit risk associated with such deposits is relatively low.

B Liquidity risk

i) Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – borrowings, trade payables, derivative instruments and other financial liabilities.

The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. The Company regularly monitors liquidity position through rolling forecast based on estimated free cash flow generated from business. It maintains adequate sources of financing including loans, debt, and overdraft from banks. It also enjoys strong access to domestic capital markets across various debt instruments.

ii) Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flow amounts are gross and undiscounted:

(All amounts in million, unless otherwise stated)
As at 31 March 2021 Repayable ondemand Less than 1 year Between 1 and5 years Beyond 5 years Total
Maturities of non – derivative financialliabilities
Long-term borrowings - 34 691 - 725
Short-term borrowings 750 - - - 750
Lease liabilities - 145 309 26 480
Interest payable on borrowings - 48 46 - 94
Trade payables - 999 - - 999
Other financial liabilities - 237 - - 237
Total 750 1,463 1,046 26 3,284
Maturities of derivative financial liabilities
Foreign exchange forward contracts* 0 - - - 0
Total 0 - - - 0
(All amounts in million, unless otherwise stated)
As at 31 March 2020 Repayable ondemand Less than 1 year Between 1 and 5years Beyond 5 years Total
Maturities of non – derivative financialliabilities
Long-term borrowings - 666 831 - 1,497
Short-term borrowings 550 - - - 550
Lease liabilities - 168 426 47 641
Interest payable on borrowings - 94 77 - 171
Trade payables - 765 - - 765
Other financial liabilities - 398 - - 398
Total 550 2,091 1,334 47 4,022
Maturities of derivative financial liabilities
Foreign exchange forward contracts* 0 - - - 0
Total 0 - - - 0

*Amount less than 1 million

C Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.

The Company's activities expose it to risks on account of changes in foreign currency exchange rates and interest rates. The Company uses derivative financial instruments such as foreign exchange forward contracts of varying maturity depending upon the underlying contract as a risk management strategy to manage its exposures to foreign exchange fluctuations and interest rate.

i Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices. The Company is exposed to foreign exchange risk on their receivables, payables and foreign currency loans which are mainly held in the United State Dollar ("USD"), the Euro ("EUR"), the Swiss Franc ("CHF") and Chinese Yuan ("CNY"). Consequently, the Company is exposed primarily to the risk that the exchange rate of the Indian Rupee ("INR") relative to the USD, the EUR, the CHF, and the CNY may change in a manner that has a material effect on the reported values of the Company's assets and liabilities that are denominated in these foreign currencies.

The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies, including minimising cross currency transactions, using natural hedge and the use of derivatives like foreign exchange forward contracts to minimise the impact to results of the exchange rate movements. The unhedged exposures are maintained and kept to minimum feasible.

a) The Company's exposure to foreign currency risk at the end of the reporting period are as under -

As at 31 March 2021 As at 31 March 2020
USD EUR CHF CNY Others* USD EUR CHF CNY Others*
Financial assets
Trade receivables 335 52 - - - 281 19 - - 1
Cash and bank balances 43 - - - - - - - - -
Others 25 8 - 21 - 37 8 - 37 -
Derivative assets
Foreign exchange forwardcontracts (73) (19) - - - (15) - - - -
Net exposure to foreigncurrency risk (A) 330 41 - 21 - 303 27 - 37 1
Financial liabilities
Borrowings - - - - - - - - - -
Trade payables 306 14 6 - 1 262 8 8 - 0
Others - - - - - - - - - -
Derivative liabilities
Foreign exchange forwardcontracts - - - - - - - - - -
Net exposure to foreigncurrency risk (B) 306 14 6 - 1 262 8 8 - 0
Unhedged foreign currencyexposure (A) - (B) 24 27 (6) 21 (1) 41 19 (8) 37 1

* Others includes currency JPY.

b) The following table gives details in respect of outstanding foreign exchange forward contracts

Amount in foreign currency (in million) Amount in ` (in million)
Particulars As at 31 March 2021 As at 31 March 2020 As at 31 March 2021 As at 31 March 2020
USD EUR USD EUR USD EUR USD EUR
Forward contracts* 1 0 0 - 73 19 15 -

*Amount less than 1 million

c) The foreign exchange forward contracts mature within 12 months. The table below analyses the derivative financial instruments into relevant maturity groupings based on the remaining period as of the balance sheet date:

Amount in foreign currency (in million)
Particulars As at 31 March 2021 As at 31 March 2020
USD EUR USD EUR
Not later than six months* 1 00 -
Later than six months and not later than twelve months - -- -

*Amount less than 1 million

d) Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD, EUR, CHF, CNY and other currencies with all other variables held constant. The below impact on the Company's profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:

(All amounts in million, unless otherwise stated)

Year ended 31 March 2021 Year ended 31 March 2020
Currencies / Sensitivity Increase by 5% Decrease by 5% Increase by 5% Decrease by 5%
(Loss) / Gain (Loss) / Gain
USD 1 (1) 2 (2)
EUR 1 (1) 1 (1)
CHF (0) 0 (0) 0
CNY 1 (1) 2 (2)
Others (0) 0 0 (0)

ii Interest rate risk

This refers to risk to Company's cash flow and profits on account of movement in market interest rates.

For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of hedged products and optimise borrowing mix / composition.

a) Interest rate risk exposure

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Variable rate borrowings 211 2,000
Fixed rate borrowings 1,264 47
Total borrowings 1,475 2,047

Note: The above amounts are based on contractual liabilities as at balance sheet date.

b) Interest rate sensitivity

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rate of 50 basis point increase or decrease. The calculations are based on the variable rate borrowings outstanding at balance sheet date. All other parameters are held constant.

Impact on profit before tax (Loss) / Gain
Year ended31 March 2021 Year ended31 March 2020
Interest rates - increase by 50 basis points (1) (10)
Interest rates - decrease by 50 basis points 1 10

40(B) Capital Management

Risk management

The Company manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or raise / retire debt. The primary objective of the Company's capital management is to maximise the shareholders' value.

For the purpose of the Company's capital management, equity includes issued capital, securities premium and other reserves. Net debt includes loans less cash and bank balances. The Company manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

(All amounts in million, unless otherwise stated)
The capital composition is as follows: As at31 March 2021 As at31 March 2020
Gross debt (inclusive of long term and short term borrowing) 1,463 2,056
Less: - Cash and bank balances* 167 1,205
Net debt 1,296 851
Total equity 7,345 6,968
Total capital 8,641 7,819
Gearing Ratio 15% 11%

* Cash and bank balance excludes amount liened and unclaimed dividend (Refer note 14)

Loan covenants

Borrowing contain certain debt covenants relating to limitation on indebtedness, debt-equity ratio, debt to EBITDA ratio, interest service coverage ratio and debt service coverage ratio. The limitation on indebtedness covenant gets suspended once the Company meets certain prescribed criteria. The debt covenant related to limitation on indebtedness remained suspended as of the date of adoption of the financial statements. The Company has also satisfied all other debt covenants prescribed in the respective sanction of bank loan. The deferred sales tax loans do not carry any debt covenant.

41 Share-based payments

A) Employee stock option plan 2014

a) During the year 2014-15, the Company had instituted an Essel Employee Stock Option Scheme 2014 ("Scheme 2014") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Company and of its subsidiaries, other than directors, promoters or person belonging to promoter group.

Subject to terms and conditions of the Scheme 2014, the said options vested on each of 1 July 2016, 1 July 2017 and 1 July 2018 to the extent mentioned in the letter of grant and can be exercised within a maximum period of four years from the date of vesting. When exercisable, each option is convertible into one equity share of ` 2 each fully paid up.

b) Summary of options granted under the Scheme 2014

As at 31 March 2021 As at 31 March 2020
Averageexercise priceper shareoption (`) Number ofoptions Average exerciseprice per shareoption (`) Number ofoptions
Opening balance 60.83 160,343 60.83 367,664
Add : Issue of bonus equity shares - - - -
Adjusted value and number of options 60.83 160,343 60.83 367,664
Exercised during the year (Refer Note (i) below) 60.83 (114,666) 60.83 (207,321)
Lapsed during the year
- Vested options (Refer Note (ii) below) - (45,677) 60.83 -
Closing balance - 160,343
Vested and exercisable 60.83 - 60.83 160,343

Notes:

  • (i) The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2021 was 264.20 (31 March 2020: 150.03).
  • (ii) Lapsed on account of employees resigned without exercising.

c) Expiry date and exercise prices of the share options outstanding at the end of the year:

Grant date Expiry date 2021 2020
Exercise price Nos of options Exercise price Nos of options
19 March 2015 30 June 2020 60.83 - 60.83 160,343
Total - 160,343
Weighted average remaining contractual life of options outstanding at end of period- 0.25

d) The fair value of each option granted is estimated on the date of grant using the black Scholes model with the following assumptions

Grant date 19 March 2015
Weighted average fair value of options granted (`) 49.20
Exercise price - Before issue of bonus shares (`) 121.65
Exercise price - After issue of bonus shares (`) 60.83
Share price at the grant date before issue of bonus shares (`) 116.50
Share price at the grant date after issue of bonus shares (`) 58.25
Expected volatility 47.55%
Risk free interest rate 7.64%
Dividend yield 1.28%
Expected life of the options (years) 3.29 to 5.29

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

e) There are no expenses arising from share based payments transactions (Non-vested options).

B) Employee stock option plan 2020

a) During the year, the Company has instituted an EPL Employee Stock Option Scheme 2020 ("Scheme 2020") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Company and of its subsidiaries, other than promoters or person belonging to promoter group.

Pursuant to the said Scheme, 3,836,099 stock options convertible into 3,377,144 equity shares of 2 each at an exercise price of 161 and 458,955 equity shares of 2 each at an exercise price of 268 were granted to eligible employees, being the market price as defined in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 (SEBI Regulation).

Subject to terms and conditions of the Scheme 2020, the said options will vest in a phased manner equally in every year during the next five years, as per the provisions of the Scheme.

b) Expense arising from share based payment transactions (All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Gross expense arising from share based payments 144 -
Less: Options granted to employees of subsidiaries recognised as deemedinvestments in subsidiaries 30 -
Employee shared based expenses recognised in statement of profit and loss (Refer note 32) 114 -
The estimated expense arising from share based payments for the next year is ` 136 million.
c)The fair value of each option granted is estimated on the date of grant using the black Scholes model with the following assumptions
Grant date 17 August 2020
Weighted average fair value of options granted (`) 268 – 96.4 FV of options granted at 161 – 142.8 and FV of options granted at
Exercise price - (`) Exercise price of stock options convertible into 3,377,144 shares : 161<br>Exercise price of stock options convertible into 458,955 shares : 268
Expected volatility 35.3% - 44.3%
Risk free interest rate 4.5% - 6.1%
Dividend yield 1.1% - 1.2%
Expected life of the options (years) 2.5 to 6.5

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

d) Summary of options granted under the Scheme 2020

As at 31 March 2021 As at 31 March 2020
Averageexercise priceper shareoption (`) Number ofoptions Average exerciseprice per shareoption (`) Number ofoptions
Granted during the year 224 3,836,099
Total 224 3,836,099
Exercised during the year - - - -
Lapsed during the year - - - -
- Non-vested options - - - -
- Vested options - - - -
Closing balance 224 3,836,099 - -
Vested and exercisable - - - -

42 Employee benefit obligation

The disclosures of employee benefits as defined in the Ind AS 19 - "Employee Benefits" are given below:

  • a. The Company makes annual contributions to the employees' gratuity fund scheme, a funded defined benefit plan which is managed by the LIC of India and HDFC Bank. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
  • b. Leave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.
  • c. Details of post retirement gratuity plan are as follows:-
  • i. Net expenses recognised during the year in the statement of profit and loss

(All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
Current service cost 10 10
Interest cost (net) 7 10
Net expenses recognised in the statement of profit and loss 17 20

ii. Net expenses recognised during the year in other comprehensive income (OCI)

Year ended31 March 2021 Year ended31 March 2020
Actuarial (gains) / losses arising from changes in demographic assumptions - (7)
Actuarial (gains) / losses arising from changes in financial assumptions 6 4
Actuarial (gains) / losses arising from changes in experience assumptions 7 4
Expected return on plan assets excluding interest 0 0
Net expenses recognised in (OCI) 13 1

iii. Net liability recognised in the balance sheet (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Present value of obligation 174 155
Less: Fair value of plan assets 37 42
Net liability recognized in balance sheet 137 113

iv. Reconciliation of opening and closing balances of defined benefit obligation (All amounts in million, unless otherwise stated)

All amounts in million, unless otherwise stated)
-- -------------------------------------------------- -- -- -- -- -- --
As at31 March 2021 As at31 March 2020
Defined benefit obligation as at the beginning of the year 155 185
Current service cost 10 10
Interest cost 9 14
Actuarial (gain) / loss on obligation 13 1
Benefits paid (13) (55)
Defined benefit obligation at the end of the year 174 155

v. Reconciliation of opening and closing balance of fair value of plan assets

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Fair values of plan assets at the beginning of the year 42 53
Interest income 3 4
Return on plan assets, excluding interest income (0) (0)
Employer contribution 5 40
Benefits paid (13) (55)
Fair value of plan assets at year end 37 42

vi. Reconciliation of opening and closing balance of net defined benefit obligation (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Net defined benefit obligation as at the beginning of the year 112 131
Current service cost 10 10
Interest cost (net) 7 10
Actuarial (gain) / loss on obligation 13 1
Return on plant assets, excluding interest income 0 0
Employer contribution (5) (40)
Benefits paid - -
Net defined benefit obligation at the end of the year 137 112
vii. Investment details (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Insurer Managed Funds 37 42

viii. Actuarial assumptions

As at31 March 2021 As at31 March 2020
Mortality Table Indian Assured Livesmortality(2006-08) Ultimate Indian Assured Livesmortality(2006-08) Ultimate
Discount rate(per annum) 6.44% 6.04%
Expected rate of return on plan assets (per annum) 6.44% 6.04%
Rate of escalation in salary (per annum) 6.00% 5.00%
Attrition rate Service 2 years andbelow - 29%,more than 2years and below 4 - 25%,others - 5% Service 2 years and below- 29%,more than 2 yearsand below 4 - 25%, others- 5%

ix. Quantitative sensitivity analysis (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
Projected benefit obligation on current assumptions 174 155
Increase by 1% in discount rate (10) (9)
Decrease by 1% in discount rate 12 10
Increase by 1% in rate of salary increase 12 10
Decrease by 1% in rate of salary increase (10) (9)
Increase by 1% in rate of employee turnover 0 1
Decrease by 1% in rate of employee turnover (0) (1)

x. Maturity analysis of projected benefit obligation: from the fund (All amounts in million, unless otherwise stated) As at 31 March 2021 As at 31 March 2020 Projected benefits payable in future years from the date of reporting 1st Following Year 32 33 2nd Following Year 11 10 3rd Following Year 16 11 4th Following Year 13 14 5th Following Year 20 13 Sum of years 6 to 10 64 60 Sum of Years 11 and above 136 103

Notes:

1 Amounts recognized as an expense and included in the Note 32 "Employee benefits expense" are gratuity 10 million (31 March 2020 10 million) and leave encashment 37 million (31 March 2020 46 million). Net interest cost on defined benefit obligation recognised in Note 33 under "Finance costs" is 7 million (31 March 2020 10 million).

2 The estimate of future salary increases considered in the actuarial valuation takes into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

3 "Contribution to provident fund, employee state insurance and labour welfare fund" which is a defined contribution plan is recognized as an expense in Note 32 of the financial statements.

d.Current / non current classification (All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Gratuity
Current 30 28
Non-current 107 84
137 112
Leave entitlement and compensated absences
Current 83 65

43 Dividends paid and proposed (All amounts in million, unless otherwise stated)

Year ended31 March 2021 Year ended31 March 2020
a. Dividends on equity shares declared and paid
Final dividend paid in current year for the year ended 31 March 2020 2.05 per share<br>(paid in previous year for the year ended 31 March 2019: 1.25 per share) 647 394
Dividend distribution tax on above - 81
Interim dividend paid in current year 2.05 per share (paid in previous year 1.25 pershare) 647 394
b. Proposed dividend on equity shares*
Final dividend proposed for the year ended 31 March 2021 2.05 per share (31 March<br>2020: 2.05 per share) 647 647
Dividend distribution tax on above - -

* Proposed dividend on equity shares is subject to approval of shareholders at the annual general meeting and is not recognised as a liability as at the reporting date.

44 Collateral / security pledged

The carrying amount of assets pledged as security for current and non-current borrowings of the Company.

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Property, plant and equipment and computer software 2,570 3,248
Inventories 888 829
Other current assets 2,436 3,242
Total assets pledged 5,894 7,319

45 Contingent liabilities and commitments (to the extent not provided for) (All amounts in million, unless otherwise stated)

As at31 March 2021 As at31 March 2020
A. Claims against the Company not acknowledged as debt
(a)Disputed indirect taxes 274 250
(b)Disputed direct taxes 80 170
(c)Other claims not acknowledged as debts 1 4
B. Guarantees excluding financial guarantees
Bank guarantees given by the Company 30 26
C. Other money for which the Company is contingently liable
(a)Unexpired letters of credit (net of liability provided) - 12
(b)Duty benefit availed under EPCG scheme, pending export obligations 65 130
D. Capital commitments
Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is 66 million (31 March 2020<br>is 26 million).
E. Financial guarantees provided
Corporate guarantees, standby letter of credit and letter of comfort given for loans takenby subsidiaries. Loans outstanding against these guarantees, standby letter of credit andletter of comfort is 2,442 million (31 March 2020: 2,823 million) 2,672 3,484
F. Other commitment
Commitment towards purchase of additional 27.64% of equity share capital of Creative 600 -

Stylo Packs Private Limited.*

* The aggregate number of the EPL Limited shares of ` 600 million to be issued to the sellers of Creative Stylo Packs Private Limited as per the Share Purchase Agreement.

46 Insurance claim receivable of 19 million (31 March 2020: 19 million) is in respect of transit damage to certain plant and machinery, which is under litigation before National Consumer Dispute Rederssal Commission, New Delhi (Refer Note 8).

47 Disclosures pertaining to Ind AS 116 " Leases"

a. The effect of adoption of Ind AS 116 is as follows:

  • i. The Company has recognised Right-of-use assets (ROU) of 699.5 million and lease liabilities of662.5 million as at 1 April 2019 i.e. transition date. The Company has also reclassified its leasehold land amounting to ` 1.5 million as ROU assets during the year ended 31 March 2020.
  • ii. During the year, depreciation/amortisation of 161 million (31 March 2020 : 163 million) on Right-of-use assets and interest expense of 38 million (31 March 2020 : 47 million) on lease liabilities has been charged to the statement of profit and loss.
  • iii. Expense relating to short-term leases and leases of low value assets amounted to 18 million (31 March 2020 : 16 million).
Carrying value of Right-of-use assets (ROU) : (All amounts in million, unless otherwise stated)
Land Building Plant andMachinery Total
Cost
As at 1 April 2019 7 605 87 699
Reclassification on adoption of Ind AS 116 2 - - 2
As at 31 March 2020 9 605 87 701
As at 1 April 2020 9 605 87 701
Addition during the year 19 - 3 22
As at 31 March 2021 28 605 90 723
Depreciation/Amortisation
Upto 31 March 2019 - - - -
Depreciation/amortisation for the year 6 115 42 163
Upto 31 March 2020 6 115 42 163
Depreciation/amortisation for the year 6 115 40 161
Upto 31 March 2021 12 230 82 324
Net book value
As at 31 March 2020 3 490 45 538
As at 31 March 2021 16 375 8 399

c. The following is the summary of practical expedients elected on initial application:

i. Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than twelve months of lease term on the date of initial application.

ii. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

d. Other disclosures:

  • i. The principle portion and interest portion of the lease payments amounting to 176 million (31 March 2020 : 176 million) have been separately disclosed in the statement of cash flows under cash flows from financing activities.
  • ii. Lease contracts entered by the Company, majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

e. Maturity analysis of lease liabilities:

Maturity analysis of lease liabilities is given in note 40 (B)(ii)

48 Segment information

The financial statements of the Company contain both the consolidated financial statements as well as the standalone financial statements. Hence, the Company has presented segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 "Operating Segments." The Company has only one major identifiable business segment viz. Plastic Packaging Material.

Geographical segment revenue by location of customers (All amounts in million, unless otherwise stated)

Particulars Year ended31 March 2021 Year ended31 March 2020
India 6,847 6,770
Outside India 1,562 1,272
Total 8,409 8,042
Revenue derived from major customers (All amounts in million, unless otherwise stated)
Particulars Year ended31 March 2021 Year ended31 March 2020
Revenue from top customer 2,581 2,716
Revenue from top three customer 3,937 3,725

For the year ended 31 March 2021 : Two customers (31 March 2020: One customer), individually accounted for more than 10% of the revenue.

49 Information required under Section 186(4) of the Companies Act, 2013

a. Loans given

There are no loan given

b. Investments made

There are no investments other than disclosed in Note 6 - Non-current investments.

c. Corporate guarantees, standby letter of credit and letter of comfort given on behalf of subsidiaries

(All amounts in million, unless otherwise stated)
Name of the Subsidiary As at31 March 2021 As at31 March 2020
i. Lamitube Technologies Limited , Mauritius 2,193 2,444
ii. EPL Poland sp. z.o.o. - 274
iii. EPL America LLC 366 378
iv Laminate Packaging Colombia SAS 113 388
2,672 3,484

d. Security provided for loan availed by the subsidiary

Sanctioned loan Amount
Name of the Subsidiary As at 31 March2021 As at 31 March 2020
USD in million ` in million USD in million ` in million
Lamitube Technologies Limited, Mauritius - - 13 946

Notes

  • i. All the guarantees and security given are for general business purposes.
  • ii. The loans availed by the subsidiaries are interest bearing.
  • iii. Security provided by the Company in clause (d) above is collateral to the corporate guarantee given in clause c(i) above
  • iv. The outstanding loan amount availed by the subsidiaries against the corporate guarantees, standby letter of credit and letter of comfort provided by the Company is 2,442 million (31 March 2020 2,823 million).
  • v. Amounts disclosed in (c) and (d) are translated at respective year-end foreign exchange rates.

50 Micro, Small and Medium Enterprises

Disclosure required under the Micro, Small and Medium Enterprises Development Act, 2006 ("The Act") are given as follows:

(All amounts in million, unless otherwise stated)
As at 31March 2021 As at31 March 2020
i. Principal amount payable to suppliers under the Act
- For capital goods 8 9
- For Others 65 14
ii. Principal amount due to suppliers under the Act 73 23
iii. Interest accrued and due to suppliers under the Act, on the above amount - -
iv. Payment made to suppliers (Other than interest) beyond the appointed day, duringthe year 19 33
v. Interest paid to suppliers under the Act - -
vi. Interest due and payable to suppliers under the Act, for payments already made 0 0
vii. Interest accrued and remaining unpaid at the end of the year under the Act 5 5
viii. The amount of further interest remaining due and payable even in the succeedingyears for the purpose of disallowances under Section 23 of the Act - -

Note:

The information has been given in respect of such vendors to the extent they could be identified as "Micro and Small" enterprises on the basis of information available with the Company.

51 Related party disclosures

  • a. List of related parties
  • i. Entities where control exists *
Name of Company Relationship
Blackstone Capital Partners Asia L.P. Ultimate holding company
Epsilon Pledgeco Pte Ltd Intermediate holding company
Epsilon Bidco Pte Ltd Holding company

* (w.e.f. 22 August 2019) ii. Subsidiary companies

Name of the subsidiary Proportion of interest (including beneficial interest)/ voting power (either directly / indirectly throughsubsidiaries) Country of Incorporation
As at31 March 2021 As at31 March 2020
Direct subsidiaries
Arista Tubes Inc. * 100.00% 100.00% United States of America
Lamitube Technologies (Cyprus) Limited 100.00% 100.00% Cyprus
Lamitube Technologies Limited 100.00% 100.00% Mauritius
Creative stylo packs private limited ( w.e.f 1 February 2021) 72.46% - India
Step down subsidiaries
Essel Propack MISR for Advanced Packaging S.A.E. 75.00% 75.00% Egypt
EPL Packaging (Guangzhou) Limited 100.00% 100.00% China
EPL Packaging (Jiangsu) Limited 100.00% 100.00% China
Essel Propack Philippines, Inc. 100.00% 100.00% Philippines
MTL de Panama S.A. 100.00% 100.00% Panama
Arista Tubes Limited $ - - United Kingdom
EPL Propack UK Limited $ 100.00% 100.00% United Kingdom
EPL Propack de Mexico, S.A. de C.V. 100.00% 100.00% Mexico
Tubopack de Colombia S.A. # 100.00% 100.00% Colombia
EPL Propack LLC 100.00% 100.00% Russia
Laminate Packaging Colombia S.A.S. 100.00% 100.00% Colombia
EPL Poland sp. z.o.o. 100.00% 100.00% Poland
EPL Deutschland GmbH & Co.,KG 100.00% 100.00% Germany
EPL Deutschland Management GmbH 100.00% 100.00% Germany
EPL America, LLC 100.00% 100.00% United States of America

* 7.35% is held through Lamitube Technologies (Cyprus) Limited

Under liquidation

$ During the year 2019-20, the entire business of Arista Tubes Limited (ATL) in United Kingdom has been transferred to Essel Propack UK Limited and the name of ATL was struck off from the Companies house register in UK.

Ш Associate company
--- -------------------
iii Associate company (All amounts in million, unless otherwise stated)
Name of Company Extent of Holding Country of Incorporation
As at31 March 2021 As at31 March 2020
P.T. Lamipak Primula 30% 30% Indonesia

iv Other related parties with whom transactions have taken place during the year and balances outstanding at the year-end

Vyoman Tradelink India Private Limited and Ebix Payment Services Private Limited.

(ceased to be other related parties w.e.f. 22 August 2019)

v Key management personnel / Directors

Independent director Mr. Boman Moradian * Independent director Mr. Mukund M. Chitale * Independent director Ms. Radhika Pereira * Non - executive director Mr. Atul Goel * Non - executive director Mr. Ramesh Chandra Gupta * Non - executive director Mr. Amit Dixit $ Non - executive director Mr. Amit Jain $ Non - executive director Mr. Animesh Agrawal $ Non - executive director Mr. Aniket Damle $ Non - executive director Mr. Qi Yang $ Independent director Mr. Uwe Ferdinand $ Independent director Ms. Sharmila Karve $ Independent director Mr. Davinder Singh Brar $ Whole time director Mr. Vinay Mokashi @ Managing director and chief executive officer Mr. Sudhanshu Vats # Chief financial officer Mr. Parag Shah #* Company secretary Mr. Suresh Savaliya

Executive director Mr. Ashok Goel (Chairman and Managing Director) *

* Resigned w.e.f. 22 August 2019

$ Appointed w.e.f. 22 August 2019

@ Appointed w.e.f. 22 August 2019 and resigned w.e.f. 15 April 2020. Also resigned from position of Chief financial officer w.e.f. 24 November 2019.

Appointed w.e.f. 16 April 2020

#* Appointed w.e.f. 25 November 2019

  • b. Transactions and balances with related parties
  • (I) Transactions
(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
a) Sales of goods
Subsidiaries 394 250
EPL Poland sp. z.o.o. 69 68
Essel Propack MISR for Advanced Packaging S.A.E. 45 29
EPL Propack LLC 1 25
EPL Deutschland GmbH & Co. KG 119 23
EPL de Mexico, S.A de C.V. 117 88
Others 43 17
b) Reimbursement from Subsidiaries 8 15
EPL Packaging (Guangzhou) Limited 2 3
Laminate Packaging Colombia S.A.S. 3 7
Others 3 5
c) Royalty/Service charges income
Subsidiaries 234 214
EPL Packaging (Guangzhou) Limited 121 100
Essel Propack MISR for Advanced Packaging S.A.E. 41 42
EPL Deutschland GmbH & Co. KG 34 33
Others 38 39
(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
d) Guarantee commission income
Subsidiaries 18 30
Lamitube Technologies Limited 15 22
EPL Poland sp. z.o.o. 1 7
Others 2 1
e) Dividend Income
Subsidiaries 933 664
Lamitube Technologies Limited, Mauritius 519 356
Arista Tubes Inc., USA 414 308
f) Redemption of preference shares
Subsidiary 334 143
Lamitube Technologies (Cyprus) Limited 334 143
g) Sale of property, plant and equipment
Subsidiaries 0 -
EPL de Mexico S.A. de C.V 0 -
h) Sale of Intangible assets
Subsidiary - 15
EPL Packaging (Guangzhou) Limited - 15
i) Purchase of goods and services
Subsidiaries 17 11
EPL America, LLC 2 6
EPL Deutschland GmbH & Co. KG 1 2
EPL Packaging (Guangzhou) Limited 2 3
EPL Poland sp. z.o.o. 9 0
Creative Stylo Packs Private Limited 3 -
Others - 0
Other related parties - 3
Ebix Payment Services Private Limited - 3
j) Rent expenses
Other related parties - 45
Vyoman Tradelink India Private Limited - 45
k) Remuneration paid/provided 106 120
Mr. Sudhanshu Vats 77 91
Mr. Vinay Mokashi 0 6
Mr. Parag Shah 23 16
Mr. Suresh Savaliya 6 7
l) Commission to directors* 8 7
Mr. Boman Moradian - 1
Mr. Mukund M. Chitale - 1
Ms. Radhika Pereira - 1
Mr. Davinder Singh Brar 3 2
Ms. Sharmila Karve 2 2
Mr. Uwe Ferdinand 2 2
m) Directors' sitting fees** 1 1
Mr. Boman Moradian - 0
-
Mr. Mukund M. Chitale 0
Ms. Radhika Pereira - 0
Mr. Davinder Singh Brar 0 0
Ms. Sharmila Karve 0 0
Mr. Uwe Ferdinand 0 0

* The absolute figures are rounded off to nearest million, however the sum total is 8 million (31 March 2020 : ` 7 million).

** The absolute figures are less than a million, however the sum total is 1 million (31 March 2020 : 1 million).

(II) Balances outstanding

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
a) Trade receivables
Subsidiaries 178 180
EPL Packaging (Guangzhou) Limited 23 40
Essel Propack MISR for Advanced Packaging S.A.E. 19 16
EPL Propack LLC - 39
EPL Deutschland GmbH & Co. KG 31 11
Laminate Packaging Colombia S.A.S. 20 11
EPL Poland sp. z.o.o. 28 18
EPL de Mexico, S.A. de C.V. 40 39
Others 17 6
b) Other receivables
Subsidiaries 3 12
Laminate Packaging Colombia S.A.S. 2 7
EPL Propack LLC - 3
Others 1 2
c) Trade and other payables
Subsidiaries 9 6
EPL America, LLC 0 4
EPL Poland sp. z.o.o. 8 -
EPL Packaging (Guangzhou) Limited 0 2
Creative Stylo Packs Pvt. Ltd. 1 -
Others - 0
d) Investments in equity/preference shares
Subsidiaries 3,537 2,082
Lamitube Technologies Limited 899 900
Lamitube Technologies (Cyprus) Limited 234 438
Arista Tubes Inc. 744 744
Creative Stylo Packs Pvt. Ltd. 1,660 -
e) Value of stock options granted to employees of
Subsidiaries 44 13
EPL Packaging (Guangzhou) Limited 2 2
Essel Propack MISR for Advanced Packaging S.A.E. 1 -
EPL America, LLC 16 6
EPL de Mexico, SA de C.V. 1 -
Laminate Packaging Colombia S.A.S. 2 1
EPL Poland sp. z.o.o. 4 1
EPL Deutschland GmbH & Co. KG 5 -
EPL Propack UK Limited 13 3
f) Guarantees, standby letter of credit and letter of comfort providedfor loans availed by subsidiaries
Subsidiaries 2,672 3,484
Lamitube Technologies Limited 2,193 2,444
EPL Poland sp. z.o.o. - 274
EPL America, LLC 366 378
Laminate Packaging Colombia S.A.S. 113 388
g) Remuneration payable 37 9
Mr. Sudhanshu Vats 33 6
Mr. Vinay Mokashi - 1
Mr. Parag Shah 3 1
Mr. Suresh Savaliya 1 1
As atAs at31 March 202131 March 202087h)Commission payable (gross)Mr. Boman Moradian-1 (All amounts in million, unless otherwise stated)
Mr. Mukund M. Chitale - 1
Ms. Radhika Pereira-1
Mr. Davinder Singh Brar32
2Ms. Sharmila Karve1
Mr. Uwe Ferdinand22

Notes:

i) All transactions with related parties are made on arm's length basis in the ordinary course of business. The outstanding balances at year end are unsecured due to be settled for consideration in cash.

ii) The above disclosures are excluding Ind AS adjustments.

iii) Others comprise of related parties which individually does not constitute more than 10% of underlying transaction or outstanding balance amount.

c. Break up of remuneration of key management personnel of the Company (All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Chairman and Managing director and Chief Executive Officer
i.Salaries, allowances and perquisites 42 19
ii.Contribution to provident and other funds 2 2
iii.Performance bonus * 33 6
iv.Retirement benefits $ - 64
Total 77 91

* The performance bonus for the current year has been provided in the accounts as recommended by the nomination and remuneration committee and approved by the Board of Directors. The total remuneration to Managing Director computed as per the Companies Act, 2013 is within limits prescribed u/s 197 of the Companies Act, 2013.

$ Retirement benefits for the year ended 31 March 2020 include gratuity of 46.8 million and leave encashment of 17.5 million paid during the year. Further, the Essel Employee Stock Option Scheme 2014 does not extend to chairman and managing director, hence there is no share based compensation benefit.

(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Whole-time director
i. Salaries, allowances and perquisites ^ 0 5
ii. Contribution to provident and other funds 0 0
iii. Performance bonus * - 1
Total 0 6
Year ended31 March 2021 Year ended31 March 2020
Chief financial officer
i.Salaries, allowances and perquisites ^ 19 13
ii.Contribution to provident and other funds 1 2
iii.Performance bonus * 3 1
Total 23 16
Year ended31 March 2021 Year ended31 March 2020
Company secretary
i.Salaries, allowances and perquisites ^ 5 5
ii.Contribution to provident and other funds 0 1
iii.Performance bonus * 1 1
Total 6 7

^ Figures does not include provision for gratuity and leave entitlement since it is actuarially determined for the Company as a whole.

* Performance bonus for the current year has been provided in the accounts.

52 Dividend of 0.8 million (31 March 2020 0.7 million) unclaimed for a period of more than seven years is transferred to Investor Education and Protection Fund during the year. There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31 March 2021.

53 Corporate Social Responsibility (CSR)

As per the Section 135 of the Companies Act, 2013 every year the Company is required to spend at least 2% of its average net profit made during the immediately three preceding financial years on the Corporate Social Responsibility (CSR) activities. Following is the information regarding projects undertaken and expenses incurred on CSR activities.

  • a. Gross amount required to be spent by the Company during the year ended 31 March 2021: 23 million (31 March 2020 : 21 million)
  • b. Amount spent during the year on CSR activities: 11 million (31 March 2020: 3 million ) the details of which are as given below
(All amounts in million, unless otherwise stated)
Year ended 31 March 2021
In cash Yet to be paid in cash Total
Construction/ acquisition of any asset - - -
On purposes other than above 11 - 11
Total CSR expenditure 11-11

(All amounts in million, unless otherwise stated)

Year ended 31 March 2020
In cash Yet to be paid in cash Total
Construction/ acquisition of any asset - - -
On purposes other than above 3 - 3
Total CSR expenditure 3 - 3

c. Amount unspent during the year on CSR activities: ` 12 million, for which necessary accrual has been made.

54 Research and Development expenditure (R&D)

During the year, the Company has incurred total R & D expenditure of 212 million (31 March 2020 156 million) including capital expenditure of 17.2 million (31 March 2020 37.8 million).

55 Disclosures pertaining to Ind AS 115 " Revenue from Contracts with Customers"

a) Reconciliation of contract liabilities as at the beginning and at the end of the year

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Opening balance of contract liabilities 12 7
Add: Contract liabilities recognised during the year 148 77
Less: Revenue recognised out of contract liabilities 152 72
Refund and write back made 1 0
Closing balance of contract liabilities as at 7 12

b) Revenue earned from :

(All amounts in million, unless otherwise stated)
As at31 March 2021 As at31 March 2020
Trade receivables (net carrying value) 1,772 1,397

c) Disaggregation of revenue

Disaggregation of revenue based on timing is given below:

(All amounts in million, unless otherwise stated)

Year ended 31 March 2021
Timing of transfer of goods/services Sale of products* Royalty Service charges Total
Revenue recognised at a point in time 7,967 - 19 7,986
Revenue recognised over time - 167 240 407

(All amounts in million, unless otherwise stated)
Year ended 31 March 2020
Timing of transfer of goods/services Sale of products* Royalty Service charges Total
Revenue recognised at a point in time 7,628 - 16 7,644
Revenue recognised over time - 143 221 364

* Includes sale of scrap and excludes export and other incentives

d) Reconciliation of revenue recognised in the statement of profit and loss with the contracted price

(All amounts in million, unless otherwise stated)
Year ended31 March 2021 Year ended31 March 2020
Revenue which should have been recognised as per the contracted price* 8,396 8,023
Less:
Discounts given 4 15
Revenue recognised in the statement of profit and loss 8,392 8,008
* Includes sale of scrap and excludes export and other incentives

56 Exceptional items for the year ended 31 March 2020 includes:

  • a) ` 109 million gain on sale of land and building of one of its factories; and
  • b) ` 203 million write off of credit impaired loan given (including interest) on the basis of impairment assessment carried out by Management.

57 Other income

Other Income for the year ended 31 March 2021 includes:

  • a) Dividend Income of ` 932 million received from its wholly owned subsidiaries.
  • b) Gain of ` 130 million on redemption of preference shares held in a subsidiary.
  • 58 In context of COVID-19 environment, the Company continues to monitor the developments and is taking necessary precautions.

59 Prior period comparatives

Previous year's figures have been regrouped / rearranged wherever necessary to correspond with current year's classifications / disclosures.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants

Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Independent Auditor's Report

To the Members of

EPL Limited (formerly, Essel Propack Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

    1. We have audited the accompanying consolidated financial statements of EPL Limited (formerly, Essel Propack Limited) ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group'), and its associate, as listed in Annexure I, which comprise the Consolidated Balance Sheet as at 31 March 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.
    1. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ('Act') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards ('Ind AS') specified under Section 133 of the Act, of the consolidated state of affairs of the Group and its associate as at 31 March 2021 and their consolidated profit (including other comprehensive income), its consolidated cash flows and the consolidated changes in equity for the year ended on that date.

Basis for Opinion

  1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 15 of the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

    1. Key audit matters are those matters that, in our professional judgment and based on the consideration of the reports of the other auditors on separate financial statements and on the other financial information of the subsidiaries, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
    1. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter

Revenue recognition on sale of products by the Holding Company

Revenue for the Holding Company consists primarily of sale of packaging products and service charges, recognised as per the accounting policy described in Note 2(III)(i) to the consolidated financial statements. Refer Note 28 and Note 55 for details of revenue recognized during the year. Revenue of the Holding Company is recognized in accordance with Indian Accounting Standard 115, 'Revenue from contracts with customers' ('Ind AS 115). Owing to the multiplicity of the Holding Company's products, volume of sales transactions and varied terms of contracts with customers and, in line with the requirements of the Standards on Auditing, revenue is determined to be an area

involving significant risk and hence requiring significant auditor attention.

The terms of sales arrangements, including the timing of transfer of control, the nature of discount arrangements and delivery specifications, create complexity in determining revenue from sales. Further the management considers revenue as one of the key measures for evaluation of its

performance. Considering the significance to our audit and the stakeholders, revenue recognition has been determined to be a key audit matter in our audit of the consolidated financial statements for the current year's audit.

Our audit work included, but was not restricted to, the following:

  • a) Considered the appropriateness of revenue recognition policy and its compliance in terms of Ind AS 115 'Revenue from contracts with customers'.
  • b) Assessed the design and tested the operating effectiveness of key internal controls related to sales, related discounts and cut off assertion including general and specific application of information technology controls.
  • c) Performed sample tests of individual sales transaction and traced to individual contracts, sales invoices, customers' purchase orders, transportation documents and other related documents using statistical sampling to ensure that the revenue has been appropriately recognised.
  • d) Performed analytical review procedures on revenue recognised during the year to identify any unusual and/or material variances.
  • e) Performed confirmation procedures on selected invoice balances outstanding as at the year end.
  • f ) Selected sample of sales transactions made pre and post year end and agreed the period of revenue recognition to underlying documents.
  • g) Obtained balance confirmations for samples of customers selected and reviewed the reconciling items, if any.
  • h) Evaluated the appropriateness and adequacy of disclosures in the financial statements in respect of revenue recognition in accordance with the applicable requirements.

Key audit matter How our audit addressed the key audit matter

Goodwill accounting owing to acquisition of Creative Stylo Packs Private Limited

Refer Note 2(II)(iii) and Note 58 to the consolidated financial statements.

The Holding Company acquired controlling stake of 72.46% Creative Stylo Packs Private Limited (CSPL) during the year. In view of this, the operations of CSPL have been consolidated with that of the Group's Financial Statements. The cost of acquisition is measured as the aggregate of the consideration transferred at acquisition date fair value. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair values. Goodwill amounting to INR 1,017 million arising on the acquisition of CSPL represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of CSPL recognized at the date of acquisition.

Accounting for the acquisition has involved judgment in order to:

  • determine whether the acquisition constitutes a business;
  • determine the fair value of consideration transferred;
  • identify and measure the fair value of the identifiable assets acquired and liabilities assumed;
  • allocate the purchase consideration between identifiable assets and liabilities and goodwill;
  • Accounting treatment of Non-Controlling Interest in the consolidated financial statements.

Considering the significance to our audit and the stakeholders, this is a material acquisitions for the Group and given the level of estimation and judgements involved, we considered it to be a key audit matter for reporting on the current year's consolidated financial statements.

  • Our audit work included, but was not restricted to, the following:
  • a) Evaluated the design and tested the operating effectiveness of the key controls around preparation of consolidated financial statements of the Group.
  • b) Obtained the share purchase agreement to evaluate the key terms and conditions, including rights of minority shareholders to determine that the Group has acquired control over CSPL.
  • c) We examined the terms and conditions of the share purchase agreement in order to challenge the Holding Company's assessment of whether the acquisition comprises a business.
  • d) We assessed the Holding Company's determinations of fair values for assets and liabilities acquired and the methods used to value the underlying assets by:
    • i. Reading the valuation report prepared by the management appointed external valuation specialists.
    • ii. Evaluating the competence, objectivity and integrity of the appointed external valuation specialists.
    • iii. Involving auditor's valuation specialists in assessing the appropriateness of the methods used to determine the fair values of tangible and intangible assets acquired including assumptions such as the discount rates applied.

e) Ensured that accounting principles on consolidation have been appropriately applied including accounting of Goodwill.

f ) Examined the computation of NCI and goodwill recognized in the consolidated financial statements.

g) Evaluated appropriateness of adequate disclosures in accordance with the applicable accounting standards.

Information other than the Consolidated Financial Statements and Auditor's Report thereon

  1. The Holding Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis Report and Directors' Report, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

  1. The accompanying consolidated financial statements have been approved by the Holding Company's Board of Directors. The Holding Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its associate in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act. The Holding Company's Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of consolidated Ind AS financial statements. Further, in terms of the provisions of the Act, the respective Board of Directors/ management of the companies included in the Group, and its associate company covered under the Act are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial statements have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
    1. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associate are responsible for assessing the ability of those companies or associate, as the case may be, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate those companies or associate or to cease operations, or has no realistic alternative but to do so.
    1. The Board of Directors are also responsible for overseeing the financial reporting process of the companies included in the Group and of its associate.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

    1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
    1. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
    • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    • Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate

internal financial controls system in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associate to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associate to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group and its associate, to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of such entities included in the financial statements, of which we are the independent auditors. For the other entities included in the financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
    1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
    1. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

  1. We did not audit the financial statements/ financial information of sixteen (16) subsidiaries, whose financial statements/ financial information (before eliminating inter-company transactions and balances) reflects total assets of INR 27,052 million and net assets of INR 18,672 million as at 31 March 2021, total revenues of INR 22,004 million, total net profit after tax of INR 2,936 million, total comprehensive income of INR 2,770 million and net cash inflows amounting to INR 175 million for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, are based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 11 above.

Further, of these subsidiaries, fifteen (15) subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the financial statements of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's management. Our opinion on the consolidated financial statements in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the other auditors.

  1. The consolidated financial statements also include the Group's share of net loss (including other comprehensive income) of INR 11 million for the year ended 31 March 2021, as considered in the consolidated financial statements, in respect of one (1) associate, whose financial information has not been audited by us. This financial information is unaudited and have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the aforesaid associate, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid associate, are based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the management, this financial information is not material to the Group.

Our opinion above on the consolidated financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matter with respect to our reliance on the financial information certified by the management.

  1. The consolidated financial statements of the Company for the year ended 31 March 2020 were audited by the predecessor auditor, Ford Rhodes Parks & Co. LLP, who have expressed an unmodified opinion on those consolidated financial statements vide their audit report dated 22 May 2020. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

    1. As required by Section 197(16) of the Act, based on our audit, we report that the Holding Company, covered under the Act, paid remuneration to their directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act. Also, we report that the provisions of section 197 read with Schedule V to the Act are not applicable to eighteen (18) subsidiaries and one (1) associate company, since none of such companies is a public company as defined under section 2(71) of the Act.
    1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on separate financial statements and other financial information of the subsidiaries as referred in paragraph 15, we report, to the extent applicable, that:
    • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated financial statements;
    • b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;
    • c) The consolidated financial statements dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;
    • d) In our opinion, the aforesaid consolidated financial statements comply with Ind AS specified under Section 133 of the Act;
    • e) On the basis of the written representations received from the directors of the Holding Company and taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company covered under the Act, none of the directors of the Group companies covered under the Act, are disqualified as at 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act.
    • f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its subsidiary company covered under the Act, and the operating effectiveness of such controls, refer to our separate report in 'Annexure II'; and
    • g) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the

Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries:

  • i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associate, as detailed in Note 37(a) and Note 39 to the consolidated financial statements;
  • ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2021;
  • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and

its subsidiary company, covered under the Act, during the year ended 31 March 2021; and

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016, which are not relevant to these consolidated financial statements. Hence, reporting under this clause is not applicable.

For Walker Chandiok & Co LLP Chartered Accountants Firm's Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner Membership No.: 109632 UDIN: 21109632AAAAEP6526 Place: Mumbai Date: 20 May 2021

Annexure I to the Independent Auditor's Report of even date to the members of EPL Limited (formerly, Essel Propack Limited) on the consolidated financial statements for the year ended 31 March 2021

List of entities included in the consolidated financial statements

Subsidiaries:

    1. Lamitube Technologies Limited
    1. Lamitube Technologies (Cyprus) Limited
    1. Arista Tubes Inc.
    1. EPL America, LLC (formerly known as Essel Propack America, LLC)
    1. Laminate Packaging Columbia SAS (formerly known as Essel Colombia S.A.S.)
    1. EPL Propack de Mexico, S.A. de C.V. (formerly known as Essel de Mexico, S.A. de C.V.)
    1. EPL Deutschland Management GmbH (formerly known as Essel Deutschland Management GmbH)
    1. EPL Deutschland GmbH & Co. KG (formerly known as Essel Deutschland GmbH & Co. KG)
    1. EPL MISR for Advanced Packaging S.A.E. (formerly known as Essel Propack MISR for Advanced Packaging S.A.E.)
    1. EPL Packaging (Guangzhou) Limited (formerly known as Essel Packaging (Guangzhou) Limited)
    1. EPL Packaging (Jiangsu) Limited (formerly known as Essel Packaging (Jiangsu) Limited)
    1. Essel Propack Philippines, Inc.
    1. EPL Propack LLC (formerly known as Essel Propack LLC)
    1. EPL Poland sp. Z.o.o (formerly known as Essel Propack Polska sp. z.o.o.)
    1. EPL Propack UK Limited (formerly known as Essel Propack UK Limited)
    1. MTL De Panama, S.A.
    1. Tubopack de Colombia S.A.S.
    1. Creative Stylo Packs Private Limited (effective 1 February 2021)

Associate:

  1. PT. Lamipak Primula

Annexure II to the Independent Auditor's Report of even date to the members of EPL Limited (formerly, Essel Propack Limited) on the consolidated financial statements for the year ended 31 March 2021

Annexure II

Independent Auditor's Report on the internal financial controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act')

  1. In conjunction with our audit of the consolidated financial statements of EPL Limited (formerly, Essel Propack Limited) ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associate as at and for the year ended 31 March 2021, we have audited the internal financial controls with reference to financial statements of the Holding Company and its one (1) subsidiary company, which are companies covered under the Act, as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

  1. The respective Board of Directors of the Holding Company and its one (1) subsidiary company, which are companies covered under the Act, are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ('the Guidance Note') issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the company's business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor's Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

    1. Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company and its one (1) subsidiary company, as aforesaid, based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.
    1. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
  1. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of the Holding Company and its one (1) subsidiary company, as aforesaid.

Meaning of Internal Financial Controls with Reference to Financial Statements

  1. A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

  1. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

  1. In our opinion and based on the consideration of the reports of the other auditors on internal financial controls with reference to financial statements of one (1) subsidiary company, the Holding Company and its one (1) subsidiary company, which are companies covered under the Act, have in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2021, based on the internal financial controls with reference to financial statements criteria established by the Holding Company and the subsidiary company, as aforesaid, considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Other Matter

  1. We did not audit the internal financial controls with reference to financial statements insofar as it relates to one (1) subsidiary company, which is a company covered under the Act, whose financial statements (before eliminating inter-company transactions and balances) reflect total assets of INR 1,144 million and net assets of INR 549 million as at 31 March 2021, total revenues of INR 196 million and net cash inflows amounting to INR 42 million for the year ended on that date, as considered in the consolidated financial statements. The internal financial controls with reference to financial statements in so far as it relates to such subsidiary company have been audited by other auditors whose report has been furnished to us by the management and our report on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements for the Holding Company and its one (1) subsidiary company, as

aforesaid, under Section 143(3)(i) of the Act in so far as it relates to such subsidiary company is based solely on the reports of the auditors of such company. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and on the reports of the other auditors.

For Walker Chandiok & Co LLP

Chartered Accountants Firm's Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner Membership No.: 109632 UDIN: 21109632AAAAEP6526 Place: Mumbai Date: 20 May 2021

Consolidated Balance Sheet AS AT 31 MARCH 2021

(` in million)
Particulars Note As at31 March 2021 As at31 March 2020
Assets
Non-current assets
(a)Property, plant and equipment 4(a) 12,749 12,143
(b)Capital work-in-progress 226 311
(c)Right of use assets 4(b) 861 925
(d)Goodwill on consolidation 58 1,159 142
(e)Intangible assets 4(c) 543 429
(f )Intangible assets under development 47 41
15,585 13,991
(g)Investment in associate accounted for using equity method 5 149 160
(h)Financial assets
(i)Loans 6 105 97
(ii)Others 7 48 45
(i)Deferred tax assets (net) 51(c) 169 101
(j)Income tax assets (net) 8 134 168
(k)Other non-current assets 9A 484 94
Total non-current assets 16,674 14,656
Current assets
(a)Inventories 10 4,149 3,692
(b)Financial assets
(i)Trade receivables 11 5,891 4,903
(ii)Cash and cash equivalents 12 2,365 3,116
(iii)Bank balances other than cash and cash equivalents 13 49 599
(iv)Loans 14 49 56
(v)Others 15 107 71
(c)Other current assets 9B 830 966
Total current assets 13,440 13,403
Total assets 30,114 28,059
Equity and liabilities
Equity
(a)Equity share capital 16 631 631
(b)Other equity 17 16,350 14,695
(c)Non-controlling interest 333 86
Total equity 17,314 15,412
Liabilities
Non-current liabilities
(a)Financial liabilities
(i) Borrowings 18 3,545 3,295
(ii) Lease liabilities 19 641 683
(b)Deferred tax liabilities (net) 51(c) 543 475
(c)Other non-current liabilities 20 143 104
(d)ProvisionsTotal non-current liabilities 21 1975,069 1674,724
Current liabilities
(a)Financial liabilities
(i)Borrowings 22 1,417 1,955
(ii)Lease liabilities 24 241 227
(iii)Trade payables 23
- total outstanding dues of micro and small enterprises 84 14
- total outstanding dues of creditors other than micro and small enterprises 4,138 3,524
(iv)Other financial liabilities 24 1,191 1,657
(b)Current tax liabilities (net) 27 124 83
(c)Other current liabilities 25 397 370
(d)Provisions 26 139 93
Total current liabilities 7,731 7,923
Total equity and liabilities 30,114 28,059

Notes 1 to 60 and other explanatory information forms an integral part of these consolidated financial statements

This is the Consolidated Balance Sheet referred to in our audit report of even date.

Chartered Accountants

Rakesh R. Agarwal Parag Shah Suresh Savaliya Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Consolidated Statement of Profit and Loss FOR THE YEAR ENDED 31 MARCH 2021

(` in million)
Particulars Note Year ended31 March 2021 Year ended31 March 2020
Income
Revenue from operations 28 30,916 27,614
Other income 29 145 133
Total income 31,061 27,747
Expenses
Cost of materials consumed 30 12,886 11,814
Changes in inventories of finished goods and goods-in-process 31 48 (233)
Employee benefits expense 32 6,064 5,311
Finance costs 33 429 556
Depreciation and amortisation expense 34 2,346 2,298
Other expenses 35 5,807 5,147
Total expenses 27,580 24,893
Profit before share of profit/(loss) of an associate, exceptional items and tax 3,481 2,854
Share of profit /(loss) of an associate (9) (6)
Profit before exceptional items and tax 3,472 2,848
Exceptional items (gain) / loss (net) 41 161 94
Profit before tax 3,311 2,754
Tax expense 51
Current tax - current period 963 855
- earlier period (27) (116)
Deferred tax charge/(credit) (68) (101)
Total tax expense 868 638
Profit for the year 2,443 2,116
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss
-Remeasurement gains/(losses) on defined benefit plan 48 (13) (11)
Income tax effect on above 4 3
-Share of OCI of associate (2) (3)
Income tax effect on above - 1
(11) (10)
Items that will be reclassified to profit or loss
Fair value changes of non-derivatives designated as cash flow hedge 52 (c) 13 (13)
Exchange differences on translation of
-Financial statements of foreign operations 404 264
-Share of associate - 1
417 252
Other comprehensive income / (loss) for the year 406 242
Total comprehensive income for the year 2,849 2,358
Total comprehensive income attributable to:
Owners of the parent 2,798 2,303
Non-controlling interest 51 55
Of the total comprehensive income above,
Profit for the year attributable to:
Owners of the parent 2,391 2,073
Non-controlling interest 52 43
Of the total comprehensive income above,
Other comprehensive income / (loss) for the year attributable to:
Owners of the parent 407 230
Non-controlling interest (1) 12
Earnings per equity share of ` 2 each fully paid up 42
Basic (`) 7.58 6.57
Diluted (`) 7.57 6.57

Notes 1 to 60 and other explanatory information forms an integral part of these consolidated financial statements

CORPORATE 002 OVERVIEW

This is the Consolidated Statement of Profit and Loss referred to in our audit report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

Annual Report 2020-21

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Partner Chief Financial Officer Head - Legal and Company Secretary

141 EPL Limited MANAGEMENT 029 REPORTS FINANCIAL 074 STATEMENTS

Consolidated Cash Flow Statement FOR THE YEAR ENDED 31 MARCH 2021

(` in million)

Particulars Year ended Year ended
31 March 2021 31 March 2020
A.Cash flow from operating activitiesProfit before tax 3,311 2,754
Adjustments for:
Depreciation and amortisation expense 2,346 2,298
Interest expense 381 456
Interest income (64) (35)
Share based payment expenses 144 -
Unwinding of discount on security deposits (7) (7)
Net loss on disposal of property, plant and equipment 2 6
Exceptional items (Refer note 41) 161 94
Gain on sale of mutual funds (current) investments (5) (4)
Share of (profit) / loss from associate 9 6
Bad and doubtful debts/advances (net) 31 26
Inventory written down (net) 20 15
Exchange adjustments (net) 141 (104)
Operating profit before working capital changes 6,470 5,505
Adjustments for:
(Increase) / decrease in trade and other receivables (607) 11
(Increase) in inventories (436) (473)
Increase in trade and other payables 663 421
Cash generated from operations 6,090 5,464
Direct taxes paid (net of refunds) (866) (753)
Net cash generated from operating activities (A) 5,224 4,711
B.Cash flow from investing activities
Acquisition of subsidiary, net of cash acquired (1,672) -
Purchase of property, plant and equipment and intangible assets (including under progress, (1,760) (1,243)
capital advances and capital creditors)
Proceeds from sale of property, plant and equipment 36 171
(Increase) / decrease in other bank balances (2) 2
Maturity/ (increase) in fixed deposits (not considered as cash and cash equivalent) 524 (157)
Purchase of mutual fund (current) investments (3,359) (3,118)
Proceeds from sale of mutual fund (current) investments 3,364 3,122
Interest received 64 33
Net cash used in investing activities (B) (2,805) (1,190)
C.Cash flow from financing activities
Proceeds from issue of equity shares (including securities premium) 7 13
Proceeds from issue of non-convertible debentures 500 -
Redemption of non-convertible debentures (500) -
Proceeds from long-term borrowings 2,952 207
Repayment of long-term borrowings (3,615) (909)
Proceeds from short-term borrowings 2,303 3,161
Repayment of short-term borrowings (2,859) (2,309)
Principal payment of lease liabilities (244) (221)
Interest on lease liabilities (73) (82)
Interest paid on borrowings (321) (391)
Dividend paid (including tax) (1,292) (868)
Dividend paid to non-controlling interests (49) (20)
Net cash used in financing activities (C) (3,191) (1,419)
Net changes in cash and cash equivalents(A+B+C) (772) 2,102
Cash and cash equivalents at the beginning of the year 3,116 904
Exchange difference on translation of foreign currency cash and cash equivalent 21 110
Cash and cash equivalents at the end of the year (Refer note 12) 2,365 3,116

Notes :

  1. As required by Ind AS 7 "Statement of Cash Flows", a reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities is given in note 57 of the consolidated financial statements.

  2. The above cashflow has been prepared under "Indirect method" as set out in the IND AS 7 "Statement of Cashflows"

This is the Consolidated Cash Flow Statement referred to in our audit report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants

Rakesh R. Agarwal Parag Shah Suresh Savaliya Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

` in million* 631 0 631 0 631 (` in million) TotalNon 13,30051 2,11643 24212 2,35855 12- -- -- (394)- (81)- (394)-
controllinginterest 230 12 - - (81)
Note 16 16(a) 16 16(a) 16 to owners ofAttributablethe parent 13,249 2,073 2,303 (394) (394)
Foreigncurrencytranslationreserve 24 - 253 253 - - - - - -
Cashflowhedgereserve - - (13) (13) - - - - - - -
Retainedearnings 5,883 2,073 (10) 2,063 - - (90) (394) (81) (394)
Generalreserve 54 - - - - - - - - -
Shareoptionsoutstandingaccount 8 - - - - (5) - - - -
Legalreserve 354 - - - - - 90 - - -
Debentureredemptionreserve 125 - - - - - - - - -
Securitiespremium 868 - - - 12 5 - - - -
Capitalreserve onConsolidation 5,531 - - - - - - - - -
Capitalreserve 402 - - - - - - - - -
Note 17 & 49 17 & 49 17 45 45 45
Equity share capital Balance as at 1 April 2019 Changes in equity share capital Balance as at 31 March 2020 Changes in equity share capital Balance as at 31 March 2021 * including forfeited shares of ` 0.1 million [Refer note 16(h)] Other equity Balance as at 1 April 2019 Profit for the year Other comprehensive income /(loss)for the year Total comprehensive income for theyear Share options exercised Share based payments: optionsoutstanding account on exercise ofsharefromTransferredoption Transferred from retained earnings tolegal reserve Equity dividend Tax on equity dividend Interim dividend Dividend to non-controlling interest

Consolidated Statement of Changes in Equity FOR THE YEAR ENDED 31 MARCH 2021

Other equity (` in million)

Note Capitalreserve Capitalreserve on Securitiespremium Debentureredemption Legalreserve Shareoptions Generalreserve Retainedearnings Cashflow Foreigncurrency to owners ofAttributable Noncontrolling Total
Consolidation reserve outstandingaccount hedgereserve translationreserve the parent interest
Profit for the year - - - - - - - 2,391 - - 2,391 52 2,443
Other comprehensive income /(loss)for the year - - - - - - - (11) 13 405 407 (1) 406
Total comprehensive income for theyear - - - - - - - 2,380 13 405 2,798 51 2,849
Share options exercised during the year 17 & 49 - - 7 - - - - - - - 7 - 7
Share based payments:
Share based payment expense - - - - - 144 - - - 144 - 144
optionssharefromTransferred 17 & 49 - - 3 - - (3) - - - - - - -
outstanding account on exercise ofoption "
On acquisition of entity 58 - - - - - - - - - - - 245 245
Transferred to General reserve fromdebenture redemption reserve (125) 125 - - -
Transferred from retained earnings tolegal reserve 17 - - - - 8 - - (8) - - - - -
Equity dividend 45 - - - - - - - (647) - - (647) - (647)
Tax on equity dividend 45 - - - - - - - - - - - - -
Interim dividend 45 - - - - - - - (647) - - (647) - (647)
Dividend to non-controlling interest - - - - - - - - - - - (49) (49)
Balance as at 31 March 2021 402 5,531 895 - 452 144 179 8,065 - 682 16,350 333 16,683
Note: For nature and purpose of reserves, refer note 17

Note: For nature and purpose of reserves, refer note 17

Notes 1 to 60 and other explanatory information forms an integral part of these consolidated financial statements

This is the Consolidated Statement of Change of Equity referred to in our audit report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve

Membership No.: 109632

Rakesh R. Agarwal Parag Shah Suresh Savaliya

Place: Mumbai Place: Mumbai

Date: 20 May 2021 Date: 20 May 2021

(DIN - 05234702) (DIN - 05018751)

Managing Director and Chief Executive Officer Director

statements AS AT AND FOR THE YEAR ENDED 31 MARCH 2021

1 Corporate information

Essel Propack Limited (hereinafter referred to as "EPL" or "Holding Company" or "the Company" or the "parent company") (CIN: L74950MH1982PLC028947) is domiciled and incorporated in India and its shares are publicly traded on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company's registered office is located at P.O. Vasind, Taluka: Shahapur, District: Thane, Maharashtra - 421604, India.

The Company along with its subsidiaries (the "Group") and associate is engaged in manufacture of plastic packaging material in the form of multilayer collapsible tubes and laminates used primarily for packaging of consumer products in the Beauty & Cosmetics, Health & Pharmaceuticals, Food, Home and Oral care categories.

The Consolidated Financial Statements (hereinafter referred to as 'CFS') of the group and associate for the year ended 31 March 2021 were authorised for issue by the Board of Directors at their meeting held on 20 May 2021.

2 Basis of preparation and other significant accounting policies

  • I Basis of preparation of consolidated financials statements
  • a) The CFS have been prepared to comply in all material respects with the Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Act and rules framed thereunder.

The CFS have been prepared under the historical cost convention and on accrual basis, except for certain financial assets and liabilities (including derivative instruments), non-current assets held for sale, defined benefit plan assets and liabilities, and share based payments being measured at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or a liability at the measurement date.

The CFS are presented in Indian Rupees ('`') with values rounded off to the nearest million (000,000), except otherwise indicated. ''0" Zero denotes amount less than a million.

b) Current and non-current classification

All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating cycle of the Company as per the guidance set out in Schedule III to the Act. Assets and liabilities are classified as current if expected to realise or settle within twelve months after the balance sheet date. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

II Principles of consolidation and equity accounting

The financial statements have been prepared on the following basis:

i) Subsidiaries

  • a) The consolidated financial statements incorporate the financial statements of Holding and its subsidiaries.

  • b) For this purpose, an entity which is, directly or indirectly, controlled by the Parent Company is treated as subsidiary. The Parent Company together with its subsidiaries constitute the Group. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date on which control ceases.

  • c) The consolidated financial statements of the Group combines the financial statements of the parent and its subsidiaries line-by-line adding together like items of assets, liabilities, income and expenses. Inter company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. The consolidated financial statements have been presented to the extent possible, in the same manner as Parent Company's standalone financial statements. Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the non-controlling interests and have been shown separately in the financial statements. The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date as that of the parent i.e. year ended 31 March 2021.

  • d) Non-controlling interest represents that part of the total comprehensive income and net assets of subsidiaries attributable to interests which are not owned, directly or indirectly, by the Parent Company.

  • e) Notes to the consolidated financial statements represent notes involving items which are considered material and are accordingly disclosed. Materiality for the purpose is assessed in relation to the information contained in the financial statements. Further, additional statutory information disclosed in separate financial statements of the subsidiary and/or a Holding Company having no bearing on the true and fair view of the Group's position or results, has not been disclosed in these consolidated financial statements.

  • f) Listed below are the subsidiaries considered in the CFS. Subsidiaries are consolidated from the date on which effective control is acquired and are excluded from the date that control ceases.

Name of the Subsidiaries indirectly through subsidiaries) Proportion of interest (including beneficialinterest) / voting power (either directly / Country ofincorporation
Direct Subsidiaries As on31 March 2021 As on31 March 2020
Arista Tubes, Inc. * 100% 100% United States ofAmerica
Lamitube Technologies (Cyprus) Limited 100% 100% Cyprus
Lamitube Technologies Limited 100% 100% Mauritius
Creative Stylo Packs Private Limited ## 72.46% --- India
Step down Subsidiaries
EPL MISR for Advanced Packaging S.A.E. 75% 75% Egypt
EPL Packaging (Guangzhou) Limited 100% 100% China
EPL Packaging (Jiangsu) Limited 100% 100% China
Essel Propack Philippines, Inc. 100% 100% Philippines
MTL De Panama, S.A. 100% 100% Panama
Arista Tubes Limited # --- --- United Kingdom
EPL Propack UK Limited # 100% 100% United Kingdom
EPL Deutschland Management GmbH 100% 100% Germany
EPL Deutschland GmbH & Co. KG 100% 100% Germany
EPL Propack de Mexico, S.A. de C.V. 100% 100% Mexico
Tubopack De Colombia S.A.S.** 100% 100% Colombia
Laminate Packaging Colombia S.A.S. 100% 100% Colombia
LLC EPL Propack 100% 100% Russia
EPL Poland sp. z.o.o. 100% 100% Poland
EPL America, LLC 100% 100% United States ofAmerica

* 7.35% is held through Lamitube Technologies (Cyprus) Limited

Acquired on 1 February 2021

During the previous year, the entire business of Arista Tubes Limited (ATL) in United Kingdom has been transferred to Essel Propack UK Limited and the name of ATL was struck off from the Companies house register in UK.

** Under liquidation

ii) Associate

  • a) Associate is an entity over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investment in associate is accounted for using the equity method of accounting, after initially being recognised at cost.
  • b) Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group's share of the post-acquisition profits or losses of the investee in profit and loss, and the group's share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of investments.

When the group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group.

The carrying amount of equity accounted investments are tested for impairment in accordance with the policy.

c) List of investment in associate accounted for using "Equity method" is as under:

Name of the Associate Extent of holding Relationship Country of
As on31 March 2021 As on31 March 2020 Incorporation
P.T. Lamipak Primula 30% 30% Associate Indonesia

iii) Business Combination/ Goodwill on consolidation

Business combinations are accounted for using the acquisition method as per Ind AS 103, "Business Combinations". The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the group. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition. Business combinations between entities under common control is accounted for at carrying value. Acquisition related costs incurred in connection with a business combination such as finder's fees, legal fees, due diligence fees, and other professional and consulting fees are recognised in the statement of profit and loss as incurred.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests' proportionate share of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-byacquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity is recorded in shareholders' equity.

iv) Consistency in accounting policy

The financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member's separate financial statements in preparing the financial statements to ensure conformity with the Group's accounting policies, wherever necessary and practicable.

III Summary of significant accounting policies

a. Property, plant and equipment and right-of-use assets

  • i) Free hold land is carried at cost. Other property, plant and equipment are stated at original cost of acquisition / installation (net of goods and services tax) less accumulated depreciation and impairment loss, if any. Cost includes cost of acquisition, construction and installation, taxes, duties, freight and other incidental expenses that are directly attributable to bringing the asset to its working condition for its intended use and estimated cost for decommissioning of an asset. Further, in respect of accounting periods commencing on or after 7 December 2006, exchange differences arising on revaluation of long-term foreign currency monetary items recognised in the consolidated financial statements till the period ending 31 March 2016 at rates different from those at which they were initially recorded during the period or reported in the previous financial statements, are added to or deducted from the cost of the assets and depreciated over the balance life of the asset, where these monetary items pertain to the acquisition of depreciable property, plant and equipment.
  • ii) Capital work-in-progress comprises cost of property, plant and equipment and related expenses that are not yet ready for their intended use at the reporting date.
  • iii) Right-of-use (ROU) assets are stated at cost, less accumulated depreciation and impairment loss, if any. The carrying amount of ROU assets is adjusted for remeasurement of lease liability, if any, in future. Cost of ROU assets comprises the amount of initial measurement of lease liability, lease payments made before the commencement date (net of incentives received), initial direct costs and present value of estimated costs of dismantling and restoration, if any.

Depreciation on property, plant and equipment and right-of-use assets

i) In case of parent company and subsidiary incorporated in India

Depreciation on property, plant and equipment is provided to the extent of depreciable amount on straight-line method over the useful life of asset as specified in Part-C of Schedule II to the Act. Depreciation is charged on pro-rata basis for asset purchased / sold during the year. Depreciation on the following assets is provided considering a shorter useful life as compared to Schedule II useful life, based on the management estimate in view of possible technology obsolescence and product life cycle implications.

Assets Useful Life
Tooling, Moulds, Dies 7 Years
Hydraulic works, Pipelines and Slucies (HWPS) 10 Years
Overhauling of plant and machinery 5 Years

ii) In case of foreign subsidiaries and associate

Depreciation on property, plant and equipment is provided at the rates adopted in the accounts of respective subsidiaries and associate as permissible under local laws on straight line basis from the time they are available for use, so as to write off their cost over the estimated useful life of the assets.

  • iii) ROU assets are depreciated on straight line basis from the commencement date to the end of useful life of asset or lease term whichever is earlier.
  • iv) Leasehold improvements are amortised over the normal period of lease or useful lives, whichever is lower.

b. Goodwill and other intangible assets

i Goodwill

Goodwill represents the cost of business acquisition in excess of the Group's interest in the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired exceeds the cost of business acquisition, the bargain purchase excess is recognized after reassessing the fair value of net assets acquired in the capital reserve. Goodwill is measured at cost less accumulated impairment losses.

ii Other intangible assets

  • a. Intangible assets are stated at cost of acquisition less accumulated amortisation. Intangible assets with finite lives are amortised on a straight-line basis over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation expense on intangible assets with finite lives is recognised in the consolidated statement of profit and loss.
  • b. Intangibles assets with finite lives are amortised as follows:
  • Software : ERP software 10 years and others 3 years
  • Patents and commercial rights : 10 years. Customer relationships forming part of commercial rights are amortised over their respective individual estimated useful economic life, which at present ranges from 4 years to 10 years.

c. Impairment of non-financial assets

  • i) Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or change in circumstances indicate that they might be impaired.
  • ii) The carrying amounts of other non-financial assets are reviewed at each balance sheet date if there is any indication of impairment based on internal / external factors. An asset is treated as impaired when the carrying amount exceeds its recoverable value. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to the present value using a pre-tax discount rate that reflects current market assessment of the time value of money and risks specific to the assets. An impairment loss is charged to the consolidated statement of profit and loss in the year in which an asset is identified as impaired. After impairment, depreciation / amortisation is provided on the revised carrying amount of the asset over its remaining useful life. The impairment loss recognized in prior accounting periods is reversed by crediting the consolidated statement of profit and loss if there has been a change in the estimate of recoverable amount.
  • iii) Goodwill arising from a business combination is allocated to cash generating units that are expected to benefit from the synergies of the combination.

d. Non-current assets held for sale

The Group classifies non-current assets as held-for-sale if their carrying amounts will be recovered principally through a sale rather than through continuing use of the assets and actions required to complete such sale indicate that it is unlikely that significant changes to the plan to sell will be made or that the decision to sell will be withdrawn. Also, such assets are classified as held-for-sale only if the management expects to complete the sale within one year from the date of classification. Noncurrent assets classified as held-for-sale are measured at the lower of their carrying amount and the fair value less cost to sell. Non-current assets held-for-sale are not depreciated or amortized.

e. Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. Ancillary costs incurred in connection with the arrangement of borrowings are amortised over the tenure of such borrowings. All other borrowing costs are charged to the consolidated statement of profit and loss as finance costs. Borrowing costs also include exchange differences to the extent regarded as an adjustment to the borrowing costs, in terms of Ind AS 23.

f. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A Financial assets

i) Initial recognition

In the case of financial assets, not recorded at fair value through profit or loss (FVPL), financial assets are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the group commits to purchase or sell the asset.

ii) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

- Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate ("EIR") method. Impairment gains or losses arising on these assets are recognised in the Consolidated Statement of Profit and Loss.

- Financial Assets Measured at Fair Value

Financial assets are measured at fair value through Other Comprehensive Income ('OCI') if these financial assets are held within a business model with an objective to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in the Consolidated Statement of Profit and Loss.

In respect of equity investments (other than for investment in associates) which are not held for trading, the Group has made an irrevocable election to present subsequent changes in the fair value of such instruments in OCI. Such an election is made by the Group on an instrument by instrument basis at the time of transition for existing equity instruments/ initial recognition for new equity instruments.

Financial asset not measured at amortised cost or at fair value through OCI is carried at FVPL.

iii) Impairment of financial assets

In accordance with Ind AS 109, the Group applies the expected credit loss ("ECL") model for measurement and recognition of impairment loss on financial assets and credit risk exposures.

The Group follows 'simplified approach' for recognition of impairment loss allowance on trade receivables. Simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/ expense in the Consolidated Statement of Profit and Loss.

iv) De-recognition of financial assets

The Group de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the assets and an associated liability for amounts it may have to pay.

If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

B Equity Instruments and Financial Liabilities

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

i) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments which are issued for cash are recorded at the proceeds received, net of direct issue costs. Equity instruments which are issued for consideration other than cash are recorded at fair value of the equity instrument.

ii) Financial liabilities

Initial recognition

Financial liabilities are classified, at initial recognition, as financial liabilities at FVPL, loans and borrowings and payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below

  • Financial liabilities at FVPL

Financial liabilities at FVPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the Consolidated Statement of Profit and Loss.

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation. Amortisation is recognised as finance income in the Consolidated Statement of Profit and Loss.

- Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the Consolidated Statement of Profit and Loss.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Consolidated Statement of Profit and Loss.

Where the Group issues optionally convertible debenture, the fair value of the liability portion of such debentures is determined using a market interest rate for an equivalent non-convertible debenture. This value is recorded as a liability on an amortised cost basis until extinguished on conversion or redemption of the debentures. The remainder of the proceeds is attributable to the equity portion of the instrument. This is recognised and included in shareholders' equity (net of income tax) and are not subsequently re-measured.

Where the terms of a financial liability is re-negotiated and the Group issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in the Consolidated Statement of Profit and Loss; measured as a difference between the carrying amount of the financial liability and the fair value of equity instrument issued.

- De-recognition of financial liabilities

Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as de-recognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss.

C Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis to realise the assets and settle the liabilities simultaneously.

D Derivatives and embedded derivatives

  • i) The group enters into certain derivative contracts (mainly foreign exchange forward contracts) to hedge risks, which are not designated as "hedges". Such contracts are accounted for at fair value through profit or loss and are recognised in the consolidated statement of profit and loss.
  • ii) Derivatives embedded in a host contract that are assets within the scope of Ind AS 109 or are closely related to the host contract, are not separated. Derivatives embedded in all other host contracts are separated only if the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at fair value through profit or loss.

g. Employee benefits

i) Short-term benefits

Short-term employee benefits are recognized as an expense at the undiscounted amount in the consolidated statement of profit and loss for the year in which the related services are rendered. Expenses on non-accumulating compensated absences is recognised in the period in which the absences occur.

ii) Defined benefit plans

  • a) Post-employment and other long-term employee benefits are recognised as an expense in the consolidated statement of profit and loss for the year in which the employee has rendered services. The expense is recognised at the present value of the amount payable determined using actuarial valuation techniques.
  • b) Re-measurement of the net defined benefit liability, which comprises of actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest) are recognised in other comprehensive income in the period in which they occur.

iii) Defined contribution plans

Payments to defined contribution retirement benefit schemes are charged to the consolidated statement of profit and loss of the year when the contribution to the respective funds are due. There are no other obligations other than the contribution payable to the fund.

iv) Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised within next twelve months, is treated as short-term employee benefit. Leave entitlement, other than short term compensated absences, are provided based on a actuarial valuation, similar to that of gratuity benefit. Re-measurement, comprising of actuarial gains and losses, in respect of leave entitlement are recognised in the Consolidated Statement of Profit and Loss in the period in which they occur.

h. Share based payments

Equity settled share based compensation benefits are provided to employees under the Essel Employee Stock Option Scheme 2014. The fair value of options granted under the Essel Employee Stock Option Scheme 2014 is recognised as an employee benefits expense with a corresponding increase in equity as "Share options outstanding account". The total amount to be recognised is determined by reference to the fair value of the options granted:

  • including any market performance conditions (e.g., the entity's share price)
  • excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
  • including the impact of any non-vesting conditions (e.g. the requirement for employees to hold shares for a specific period of time).

The total expenses are amortised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the service and non-market performance vesting conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of profit and loss, with a corresponding adjustment to equity. In case vested options are forfeited / expires unexercised, the related balance standing to the credit of the "Share options outstanding account" is transferred to "Retained earnings".

i. Revenue recognition

i) Revenue from contract with customers

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Revenue from sale of goods

Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer involving single performance obligation, which is generally at the time of delivery as per the contract. In case of exports, the control is deemed to be transferred when the goods are shipped. There is no continuing management involvement with the goods, and the amount can be measured reliably. It is measured at the fair value of the consideration received or receivable, net of returns, trade discounts, volume rebates and goods and services tax.

Revenue from service charges

Revenue from services are recognized over period of time on performance of obligation as per the terms of the agreement. However, revenue from services comprising of development of art work and such other services, involving single performance obligation, are recognised at a point in time.

Variable consideration

If the consideration promised in a contract includes a variable amount, the Group estimates the amount of consideration to which the Group will be entitled in exchange for transferring the promised goods or services to the customer. Where customers are provided with discounts, rebates etc, such discounts and rebates will give rise to variable consideration. The Group follows the 'most likely amount' method in estimating the amount of variable consideration.

Contract balances

a) Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised. Contract liabilities are recognised as revenue when the Group performs under the contract.

b) Trade receivables

A receivable represents the Group's right to an amount of consideration under the contract with a customer that is unconditional and realizable on the due date.

  • ii) Export incentives / benefits are accounted on accrual basis.
  • iii) Dividend income is recognised when right to receive the payment is established by the balance sheet date.
  • iv) Interest income for all debt instruments, measured at amortised cost or fair value through other comprehensive income, is recognised using the effective interest rate method and shown under interest income in the consolidated statement of profit and loss.

j. Government grants

  • i) Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the group will comply with all attached conditions.
  • ii) Government grants relating to income are deferred and recognised in the consolidated statement of profit and loss over the period necessary to match them with the costs that they are intended to compensate, and presented within other income.
  • iii) Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to the consolidated statement of profit and loss on a straight-line basis over the expected lives of the related assets, and presented within other income.

k. Inventories

  • i) Inventories include raw materials, packing material, stores and spares, finished goods and goods-in-process, and are valued at lower of cost and estimated net realisable value.
  • ii) Cost are assigned to items of inventory on the basis of moving average cost method.
  • iii) Cost of finished goods and goods-in-process includes cost of direct materials, labour and other manufacturing overheads.

l. Foreign currency transactions and balances

i) Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Indian rupee (`), which is Holding Company functional and reporting currency.

Transactions denominated in foreign currencies are initially recorded in the reporting currency at the exchange rate between the reporting currency and the foreign currency prevailing at the date of transaction.

  • ii) Monetary assets and liabilities denominated in foreign currencies at the year-end are restated at the closing rates. Nonmonetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction.
  • iii) Exchange differences, in respect of accounting periods commencing on or after 7 December 2006, arising on reporting of long-term foreign currency monetary items recognised in the consolidated financial statements till the period ending 31 March 2016 at rates different from those at which they were initially recorded or reported in previous CFS, in so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset. Any other income or expense on account of exchange difference either on settlement or on restatement is recognised in the consolidated statement of profit and loss.
  • iv) The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
  • assets and liabilities are translated at the closing rate at the date of the balance sheet;
  • income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
  • All resulting exchange differences are recognised in other comprehensive income.
  • v) On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognized in Other Comprehensive Income. When a foreign operation is sold, the associated exchange differences are reclassified to consolidated statement of profit and loss, as part of the gain or loss on such sale.
  • vi) Fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

m. Income taxes

i) The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period in the countries where the parent company and it's subsidiaries and associate operate and generate taxable income.

  • ii) Deferred tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
  • iii) Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
  • iv) Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries and associate where the group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
  • v) Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries and associate where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.
  • vi) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
  • vii) Current and deferred tax is recognised in the consolidated statement of profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
    • n. Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.

The Group's lease assets consists of office premises, plant and machinery and equipment. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • (i) the contract involves the use of an identified asset
  • (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and
  • (iii) the Group has the right to direct the use of the asset

Where the Group is a lessee

The Group determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Group is reasonably certain to exercise that option.

At the date of commencement of the lease, the Group recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The cost of the right of use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located.

The right of use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right of use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right of use asset. The estimated useful lives of right of use assets are determined on the same basis as those of property, plant and equipment.

Group as a lessor

Leases under which the Group is a lessor are classified as finance or operating leases. Lease contracts where all the risks and rewards are substantially transferred to the lessee, the lease contracts are classified as finance leases. All other leases are classified as operating leases.

o. Cash Flow Hedge

The group has designated non-derivative financial instruments as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast transactions.

When a non-derivative financial instrument is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of such hedging instrument is recognized in other comprehensive income and accumulated in the cash flow hedge reserve. Any ineffective portion of changes in the fair value of the hedging instrument is recognized immediately in the consolidated statement of profit and loss. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedge reserve till the period the hedge was effective remains in cash flow hedge reserve until the highly probable forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedge reserve is transferred to the consolidated statement of profit and loss upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, then the amount accumulated in cash flow hedge reserve is reclassified to the consolidated statement of profit and loss.

p. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss (excluding other comprehensive income) for the year attributable to owners of the parent by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a right issue, shares split and reserve share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the year attributable to owners of the parent and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

q. Provisions, contingent liabilities and contingent assets

i) Provisions are recognised when there is a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

  • ii) A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The group does not recognize a contingent liability but discloses its existence in the consolidated financial statements.
  • iii) A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the group. The group does not recognize a contingent asset but discloses its existence in the consolidated financial statements. However, contingent assets are assessed continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognised in the period in which the change occurs.

r. Dividend

Provision is made for the amount of any dividend declared on or before the end of the reporting period but remaining undistributed at the end of the reporting period, where the same has been appropriately authorised and is no longer at the discretion of the entity.

s. Contributed equity

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

t. Cash and cash equivalents

Cash and cash equivalent in the consolidated balance sheet comprise cash at bank and on hand and short term deposit with original maturity upto three months, which are subject to insignificant risk of changes in value.

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents consists of cash and short term deposit, as defined above, net of outstanding bank overdraft but including other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

u. Exceptional items

Certain occasions, the size, type, or incidences of the item of income or expenses pertaining to the ordinary activities of the Group is such that its disclosure improves the understanding of the performance of the group, such income or expenses is classified as an exceptional item and accordingly, disclosed in the consolidated financial statements.

v. Fair value measurement

The Group measures financial instruments, at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, In the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Group's accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

w. Segment Reporting

Segments are identified based on the manner in which the Chief Operating Decision Maker ('CODM') decides about resource allocation and reviews performance of the Group. The Chief Executive Officer and Executive Director(s) are identified as CODM of the Group, who assesses the financial performance and position of the Group and makes strategic decisions. The CODM reviews revenue and segment result as the performance indicators. The measurement of each segment's revenues, expenses and assets is consistent with the accounting policies that are used in preparation of the Group's consolidated financial statements.

x. Unforeseeable losses

The Group has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Group did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.

IV. Recent pronouncements

On 24 March 2021, the Ministry of Corporate Affairs (MCA) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from 1 April 2021. The Group is evaluating the effect of the amendments on its financial statements.

3 Significant estimates, judgements and assumptions

The preparation of CFS in conformity with Ind AS requires the management to make estimates, assumptions and exercise judgement in applying the accounting policies, that affect the reported amount of assets, liabilities and disclosure of contingent liabilities at the date of consolidated financial statements and the reported amounts of income and expenses during the year.

The management believes that these estimates are prudent and reasonable and are based on the management's best knowledge of current events and actions. Actual results could differ from these estimates and differences between actual results and estimates are recognised in the periods in which the results are known or materialised.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.

i) Defined benefit obligation

The cost of post-employment and other long-term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used are disclosed in note 48.

ii) Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date. For details of the key assumptions used and the impact of changes to these assumptions refer note 54.

iii) Share-based payments

Estimating fair value for share-based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 49.

iv) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the group is not yet committed to or significant future investments that will enhance the asset performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

v) Impairment of financial assets

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the group's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

vi) Taxes

The group periodically assesses its liabilities and contingencies related to income taxes for all years open to scrutiny based on latest information available. The group records its best estimates of the tax liability in the current tax provision. The management believes that they have adequately provided for the probable outcome of these matters.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

vii) Contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group. Potential liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes forming part of the consolidated financial statements but are not recognised.

viii) Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Group's operations and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Group has concluded that no changes are required to lease period relating to the existing lease contracts.

ix) Useful life and residual value of property, plant and equipment (PPE) and intangible assets

Useful lives of PPE and intangible assets are based on the life prescribed in Schedule II to the Companies Act, 2013, in case of holding company and one Indian subsidiary and as per applicable local laws, in case of foreign subsidiaries. In cases, where the useful lives are different from that prescribed in Schedule II or as per applicable local laws, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers' warranties and maintenance support. Assumptions also need to be made, when it is assessed, whether an asset may be capitalized and which components of the cost of the asset may be capitalized.

Property, plant and equipment

4 Property, plant and equipment (` in million)
Description of assets Gross carrying amount Depreciation / Amortisation Net carryingamount
April 2020As at 1 acquisition ofentity (ReferAddition onnote 58) Additions Disposals Translationadjustment March 2021As at 31 March 2020Upto31 acquisition ofAddition onentity Fortheyear Disposals Translationadjustment March 2021Upto 31 March 2021As at 31
4(a) Property, plant and equipment
Freehold land 132 53 - - 4 189 - - - - - - 189
Leasehold improvements 347 - 21 - 12 380 200 - 31 - 10 241 139
Buildings 2,259 46 149 - 12 2,466 516 4 95 - 10 625 1,841
Plant and machinery 16,850 1,084 1,104 162 321 19,197 7,608 178 1,629 96 141 9,460 9,737
Office equipment 1,533 17 125 7 63 1,731 819 6 181 6 36 1,036 695
Furniture and fixtures 342 3 13 5 6 359 182 1 40 4 4 223 136
Vehicles 6 - 9 - - 15 1 - 1 - 1 3 12
Total 21,469 1,203 1,421 174 418 24,337 9,326 189 1,977 106 202 11,588 12,749
4(b) Right of use assets
Right of use assets 1,200 20 183 34 26 1,395 275 7 281 34 5 534 861
Total 1,200 20 183 34 26 1,395 275 7 281 34 5 534 861
4(c) Intangible assets
Software 367 0 22 1 12 400 284 - 31 1 8 322 78
Patents and Commercial rights 502 169 9 - (3) 677 156 - 57 - (1) 212 465
Total 869 169 31 1 9 1,077 440 - 88 1 7 534 543
Notes:
(i) Buildings include roads, residential flats, tubewell, watertanks and share in co-operative society.
(ii) Additions to plant and machinery for the year ended 31 March 2021 is net of foreign exchange gain of ` 10 million.
(iii) For details of property, plant and equipment pledged as security, refer note 38.
(iv) The amount of contractual commitments for the acquisition of property, plant and equipment and intangible assets is disclosed in note 37(b)(i).
(v) For disclosure of Right of use assets, refer note 36.
(` in million)
Description of assets Gross carrying amount Depreciation / Amortisation Net carryingamount
April 2019As at 1 Reclassificationon adoption ofInd AS 116 Additions Disposals Translationadjustment March 2020As at 31 March 2019Upto 31 Reclassificationon adoption ofInd AS 116 Fortheyear Disposals Translationadjustment March 2020Upto 31 March 2020As at 31
4(a) Property, plant and equipment
Freehold land 131 - - 3 4 132 - - - - - - 132
Leasehold land 30 (30) - - - - 3 (3) - - - - -
Leaseholdimprovements 320 - 29 - (2) 347 169 - 30 - 1 200 147
Buildings 2,130 - 37 - 92 2,259 409 - 87 - 20 516 1,743
Plant and machinery 15,357 - 1,218 89 364 16,850 5,762 - 1,698 29 177 7,608 9,242
Office equipment 1,487 - 49 11 8 1,533 737 85 10 7 819 714
Furniture and fixtures 299 - 44 8 7 342 146 - 38 8 6 182 160
Vehicles 2 - 4 - - 6 - - 1 - - 1 5
Total 19,756 (30) 1,381 111 473 21,469 7,226 (3) 1,939 47 211 9,326 12,143
4(b) Right of use assets
Right of use assets - 30 1,169 - 1 1,200 1 3 274 - (3) 275 925
Total - 30 1,169 - 1 1,200 1 3 274 - (3) 275 925
4(c) Intangible assets
Software 318 - 41 1 9 367 235 - 42 0 7 284 83
Patents and Commercial rights 419 - 51 2 34 502 104 - 43 0 9 156 346
Total 737 - 92 3 43 869 339 - 85 0 16 440 429
Notes:
(i) Buildings include roads, residential flats, tubewell, watertanks and share in co-operative society.
(iii)(ii) Additions to plant and machinery include exchange difference of ` 9 million capitalised during the financial year 2019-20.
(iv) The amount of contractual commitments for the acquisition of property, plant and equipment and intangible assets is disclosed in note 37(b)(i).For details of property, plant and equipment pledged as security, refer note 38.
(v) For disclosure of Right of use assets, refer note 36.
5Non-current investments (At cost) (` in million)
As at31 March 2021 As at31 March 2020
Investment in equity shares of Associate-Unquoted
Associate company - accounted using equity method
2,100 (31 March 2020: 2,100) equity shares of USD 350 each of PT Lamipak Primula Indonesia(Extent of holding 30%) 51 51
Goodwill 320 320
Less: Provision for impairment (269) (269)
51 51
Share of accumulated profits (including other comprehensive income) 58 65
160 167
Less: Share of loss for the year (net of tax) (9) (6)
Share of other comprehensive loss for the year (2) (1)
Total 149 160
Aggregate amount of unquoted investments at book value 149 160
Aggregate amount of quoted investments - -
Aggregate amount of impairment in value of investments 269 269
Investments carried at cost 149 160
Investments carried at amortised cost - -
Investments carried at fair value through profit and loss - -
149 160

(All the above securities are fully paid-up)

6 Non-current financial assets - Loans (` in million)

As at31 March 2021 As at31 March 2020
(Unsecured, considered good)
Security deposits 105 97
Total 105 97

Security deposits are interest free non-derivative financial assets carried at amortised cost. These primarily include deposits given against rented premises and various deposits with government authorities. The carrying value may be affected by changes in the credit risk of the counter parties.

Break-up of security details
Loans considered good - secured - -
Loans considered good - unsecured 105 97
Loans which have significant increase in credit risk - -
Loans - credit impaired - -
7Other non-current financial assets (` in million)
As at31 March 2021 As at31 March 2020
Deposits with banks having maturity period of more than twelve months* 29 0
Insurance claim receivable (Refer note 39) 19 19
Government grants receivable (Refer note 47) - 26

* Deposited with / lien in favour of various government authorities / banks

8Income tax assets (net) (` in million)
As at31 March 2021 As at31 March 2020
Balances with Income tax authorities - direct tax (net of provision for tax ` 4,850 million (31 March
2020 : ` 4,608 million)) 134 168
Total 134 168

For income tax disclosure, refer note 51

9A Other non-current assets (` in million)

As at31 March 2021 As at31 March 2020
Capital advances
Considered good 446 51
Considered doubtful 2 -
448 51
Less: Impairment loss allowance for bad and doubtful advances (2) -
446 51
Prepaid expenses 2 2
Balance with Government authorities - Indirect taxes (net) 36 41
Total 484 94

9B Other current assets (` in million)

As at31 March 2021 As at31 March 2020
Advances recoverable in kind
Considered good 265 203
Considered doubtful 6 6
271 209
Less : Impairment loss allowance for bad and doubtful advances (6) (6)
265 203
Prepaid expenses 200 225
Balance with Government authorities - Indirect taxes 365 538
Total 830 966
10Inventories (` in million)
As at31 March 2021 As at31 March 2020
Raw materials (includes goods in transit 435 million, 31 March 2020:194 million) 1,823 1,367
Goods-in-process 677 657
Finished goods (includes goods in transit 1 million , 31 March 2020: 5 million) 721 789
Stores and spares 856 817
Packing materials 72 62
Total 4,149 3,692
  1. Inventories provided/written off during the year by 47 million (31 March 2020: 33 million). These amounts are recognised as an expense and included in "Changes in inventories of finished goods and goods-in-process" in the consolidated statement of profit and loss.

  2. For details of Inventories being pledged as security, refer note 38.

Significant accounting policies and other explanatory information to the consolidated financial statements

11Trade receivables (Unsecured) (` in million)
As at31 March 2021 As at31 March 2020
Considered good 5,891 4,903
Considered doubtful 70 85
5,961 4,988
Less: Loss allowance 70 85
Total 5,891 4,903

Trade receivables are non-interest bearing and credit terms are generally 30 to 120 days. The Group's exposure to credit and currency risks related to trade receivables is disclosed in note 52.

Break-up of security details

Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 5,891 4,903
Trade receivables which have significant increase in credit risk - -
Trade receivables - credit impaired 70 85

12 Cash and cash equivalents (` in million)

As at31 March 2021 As at31 March 2020
Cash on hand 1 1
Balance with banks in current accounts 2,216 1,953
Cheques on hand/remittances in transit 47 92
Deposits with banks having original maturity period upto three months 101 1,070
Total 2,365 3,116

13 Bank balances other than cash and cash equivalents (` in million)

As at31 March 2021 As at31 March 2020
Unclaimed dividend accounts 13 11
Deposits with banks having original maturity period of more than 3 months but less than 12
months* 36 588
Total 49 599

*32 million (31 March 2020: 30 million) held as margin money for bank guarantees issued.

14 Current financial assets - Loans Unsecured, considered good (` in million)

As at31 March 2021 As at31 March 2020
Security deposits* 41 50
Loans and advances to Employees (interest free) 8 6
Total 49 56

* Deposited with / lien in favour of various Government authorities / banks.

Break-up of security details

Loans considered good - secured - -
Loans considered good - unsecured 49 56
Loans which have significant increase in credit risk - -
Loans - credit impaired - -
15Other current financial assets (` in million)
As at31 March 2021 As at31 March 2020
Government grants receivable (Refer note 47) 79 50
Derivative instruments at fair value through profit or loss - Foreign exchange forward contracts# 1 -
Export benefits receivable 12 21
Others 15 -
Total 107 71

Mark to market receivable on foreign currency forward contracts taken on foreign currency receivables

16Equity share capital (` in million)
As at31 March 2021 As at31 March 2020
Authorised
350,000,000 (31 March 2020: 350,000,000) equity shares of ` 2 each 700 700
Issued
315,622,727 (31 March 2020: 315,508,061) equity shares of ` 2 each 631 631
Subscribed and paid up
315,565,607 (31 March 2020: 315,450,941) equity shares of ` 2 each fully paid up (Refer note (a)below) 631 631
Add: 57,120 (31 March 2020: 57,120 equity shares of ` 2 each forfeited (Refer note (h) below) 0 0
Total 631 631

a) Reconciliation of number of shares outstanding (excluding forfeited shares)

As at 31 March 2021 As at 31 March 2020
Number ofequity shares ` is million Number ofequity shares ` is million
At the beginning of the year 315,450,941 631 315,243,620 631
Add/less: Changes during the year
Allotted on exercise of employee share option (Refer note 49) 114,666 0 207,321 0
Outstanding at the end of the year 315,565,607 631 315,450,941 631

b) Terms/ rights attached to equity shares

The Holding Company has only one class of equity shares having a par value of ` 2 per share. Each holder of equity shares is entitled to one vote per share. The Holding Company declares and pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Holding Company, the holders of the equity shares will be entitled to receive remaining assets of the Holding Company, after distribution of preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) Details of shares held by holding company

As at 31 March 2021 As at 31 March 2020
Name of Shareholder Number ofequity shares Percentage ofholding Number ofequity shares Percentage ofholding
Epsilon Bidco Pte.Ltd 163,973,866 51.96% 236,553,956 75.00%

d) Details of shareholder holding more than 5% equity shares

Name of Shareholder As at 31 March 2021 As at 31 March 2020
Number ofequity shares Percentage ofholding Number ofequity shares Percentage ofholding
Epsilon Bidco Pte. Ltd 163,973,866 51.96% 236,553,956 75.00%
Ashok Kumar Goel (Trustee - Ashok Goel Trust) 24,183,006 7.67% 24,183,006 7.67%

e) Employees Stock Option Scheme (ESOPS):

During the year ended 31 March 2021, the Holding Company has instituted an EPL Employee Stock Option Scheme 2020 ("the Scheme") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Holding Company and of its subsidiaries, other than promoters or person belonging to promoter group.

Pursuant to the said Scheme, 3,836,099 stock options convertible into 3,377,144 equity shares of 2 each at an exercise price of 161 per share and 458,955 equity shares of 2 each at an exercise price of 268 per share have been granted to eligible employees, being the market price as defined in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 (SEBI Regulation). Subject to terms and conditions of the Scheme, the said options will vest in a phased manner equally in every year during the next five years, as per the provisions of the Scheme.

  • f) The Board of Directors at its meeting held on 26 April 2018, recommended issue of bonus equity shares, in the ratio of one equity share of 2 each fully paid up for every one equity share of the Holding Company held by the shareholders as on a record date. The above issue of bonus shares was approved by the shareholders in the annual general meeting held on 13 June 2018 and accordingly the Holding Company allotted 157,181,664 equity shares of 2 each fully paid up bonus shares by capitalisation of securities premium amounting to ` 314 million.
  • g) There are no shares bought back or shares issued for consideration other than cash except for bonus equity shares described in point (f ) above, during five years preceding 31 March 2021.
  • h) Forfeited equity shares consist of 35,725 partly paid up equity shares and 21,395 fully paid up bonus shares forfeited during earlier year. The amount of ` 0.1 million in relation to the forfeiture will be transferred to reserves upon cancellation of these shares.
17 Other equity (` in million)
As at31 March 2021 As at31 March 2020
a) Capital reserve 402 402
b) Capital reserve on consolidation 5,531 5,531
c) Securities premium
As per last balance sheet 885 868
Add:
Amount received during the year on exercise of options (Refer note 49A) 7 12
Transferred from share options outstanding account on exercise of options(Refer note 49A) 3 5
Closing balance 895 885
d) Other reserves
i) Debenture redemption reserve
As per last balance sheet 125 125
Less: Transferred to general reserves (125) -
Closing balance - 125
ii) Legal reserve
As per last balance sheet 444 354
Add: Transferred from retained earnings 8 90
Closing balance 452 444
iii) Share options outstanding account
As per last balance sheet 3 8
Add/(less):
Share based payment expense / (credit) (net) (Refer note 49B) 144 -
Transferred to securities premium on exercise of options (3) (5)
Closing balance 144 3
iv) General reserve
As per last balance sheet 54 54
Add: Transferred from debenture redemption reserve 125 -
Closing balance 179 54
v) Retained earnings
As per last balance sheet 6,987 5,883
Add/(Less):
Profit for the year 2,391 2,073
Item of other comprehensive income recognised directly in retained earnings
- Remeasurement gains/(losses) on defined benefit plan (net of tax) (11) (10)
Transferred from / (to)
- Legal reserve (8) (90)
Final equity dividend paid (647) (394)
Tax on equity dividend paid - (81)
Interim dividend paid (647) (394)
Closing balance 8,065 6,987
Other comprehensive income
vi) Foreign currency translation reserve
As per last balance sheet 277 24
Add: Addition during the year 405 253
Closing balance 682 277
vii) Cash flow hedge reserve
As per last balance sheet (13) -
Addition during the year 13 (13)
Closing balance - (13)
Total 16,350 14,695

Nature and purpose of reserves

i) Capital reserve

Capital reserve represents capital surplus and not normally available for distribution as dividend.

ii) Capital reserve on consolidation

Capital reserve on consolidation represents excess of fair value of net identifiable asset acquired over the consideration transferred.

iii) Securities premium

Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

iv) Debenture redemption reserve (DRR)

The Holding Company had issued redeemable non-convertible debentures and accordingly DRR was created pursuant to the Companies (Share capital and Debentures) Rules 2014. DRR was required to be created, out of profits of the Holding Company available for payment of dividend, upto an amount which is equal to 25% of the value of the debentures issued. Debenture redemption reserve is transferred to general reserve considering amendment in the aforesaid Rules.

v) Share options outstanding account

Represent the fair value at respective grant dates of options granted and outstanding for vesting/exercise, under Essel Employee Stock Option Scheme 2014 and EPL Employee Stock Option Scheme 2020. This balance will be transferred to share capital and security premium account as and when the options get exercised from time to time or to retained earnings in the event of forfeiture, non-vesting or lapse.

vi) General reserve

These reserves are free reserves maintained by the Group out of transfers made from annual profits.

vii) Legal reserve

These are reserves maintained by the Group out of transfers made from annual profits. Before declaration of dividend certain percentage of current profit is transferred to this reserve.

viii) Retained earnings

Retained earnings represent the accumulated earnings net of losses if any made by the Group over the years as reduced by dividends or other distributions paid to the shareholders and includes other comprehensive income.

ix) Cash flow hedge reserve

Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instrument entered into for cash flow hedge. Such gains or losses will be reclassified to statement of profit and loss in the period in which the underlying hedged transaction occurs.

x) Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income and accumulated in a separate reserve within equity i.e. foreign currency translation reserve. The cumulative amount is reclassified to consolidated statement of profit and loss when the net investment is disposed of.

18 Non-current financial liabilities - Borrowings (` in million)
As at31 March 2021 As at31 March 2020
Secured
Term loan from banks [Refer note (a) (i) and (b) (i) below] 3,304 2,672
Finance lease obligations [Refer note b (ii) below] 59 81
3,363 2,753
Unsecured
500 (31 March 2020: 500) units of Redeemable Non-convertible debentures of face value of` 1,000,000 each [Refer note (a) (ii) below] 509 509
Term loan from banks [Refer note (a) (iii) and b (iii) below] 257 1,193
Deferred sales tax loan [Refer note (a) (iv) below] 15 47
781 1,749
Total 4,144 4,502
Less: Current maturities disclosed under "Other current financial liabilities" (Refer note 24) 599 1,207
Total 3,545 3,295
a)In Holding Companyi)Term loan from banks 208 million (31 March 2020: Nil ) isTerm loan from bank carry variable interest rate with interest payablesecured by movable fixed assets of the Holding companymonthly and interest rate reset based on bench mark rate i.e. three monthstreasury bill rates and is repayable in 16 quarterly instalments starting15th month from first drawdown date 31 August 2020.
ii)Listed redeemable non-convertible debentures of 509<br>Current year debentures carry fixed interest rate at 6.5% p.a. payable<br>million (31 March 2020: 509 million) are unsecuredannually and on maturity and are repayable over a period of 18 months for100 million (Series 1-A), 24 months for 200 million (Series 1-B) and 30months for ` 200 million (Series 1-C) respectively from the date of issuance.
During the year, the Holding Company has redeemed their previous yeardebenture liability of ` 509 million. These debentures carried interest rateat 1 year Treasury Bill YTM rate + 145 bps p.a. payable annually and wereredeemable at par at the end of 3 years i.e 21 December 2020 from thedate of issue.
iii) Term loan from banks Nil (31 March 2020: ` 950 million) isunsecured. Term loan from bank carry variable interest rate based on bench markrate ie. MCLR of the bank with a put/call option at the end of every 12months anniversary from the date of first disbursement and is repayablein 7 half yearly instalments starting at 18th month from the date of firstdisbursement. Loan is fully prepaid during the current year.
iv) Deferred sales tax interest free loans are repayable after a period of 10 to 14 years from the date of loan and are repayable upto 2024-2025.

b) In Subsidiaries
Term loans from Banks of 3,096 million (31 March 2020:<br>i)<br> 2,672 million) in different currencies are secured by way ofcharge over fixed assets (excluding leased assets) and / orexclusive charge on the asset financed under the particularloan, dividend escrow account and corporate guarantee ofthe Holding Company.to prevailing benchmark rates. Repayable in specified instalment (Monthly, Quarterly, Half yearly andYearly) by 2026-27. Interest rate for USD denominated loan are rangingfrom 1.79% to 4.01% p.a., EUR denominated loans are ranging from 0.99% to1.85% p.a., CHF denominated loan at 1.88% p.a. and ` demominated loansare ranging from 8.65% to 9.00% p.a. Interest rates are either fixed or linked
ii) Finance lease obligations are secured by the assets financedthrough such borrowings. Colombian pesos denominated lease carry interest rate at 11.19% p.a. andrepayable in monthly installments. Euro denominated lease carry interestrate at 1.75% p.a. and repayable in monthly installments.
iii) Term Loan from Banks 257 million (31 Mar 2020: 243million) are unsecured yearly) by 2023-24. Colombian pesos denominated term loan carry interest rate 7.86% p.a., EURdenominated loan at 3.15% p.a., CHF denominated loans are ranging from1.88% to 1.94% p.a. and is repayable in specified instalment (Quarterly & Half
19 Non-current financial liabilities - Lease liabilities (` in million)
As at31 March 2021 As at31 March 2020
Lease liabilities (Refer note 36) 641 683
Total 641 683
20 Other non-current liabilities (` in million)
As at31 March 2021 As at31 March 2020
Deferred Government grants 143 104
Total 143 104
21 Non-current liabilities - provisions (` in million)
As at31 March 2021 As at31 March 2020
Employee benefits (Refer note 48) 146 114
Provision for contingencies * 51 53

Total 197 167

* Created pursuant to sale of stake in erstwhile subsidiary company, executed in earlier years.

Movement of provision for contingencies:

Opening balance 53 57
Utilised during the year (2) (4)
Closing balance 51 53
22Current financial liabilities - Borrowings (` in million)
As at31 March 2021 As at31 March 2020
Secured (repayable on demand)
Working capital loan from banks {Refer note a(i) and b(i) below} 491 1,446
491 1,446
Unsecured
Short-term loan from banks {Refer note a(ii) and b(ii) below} 195 509
Commercial paper {Refer note a(iii) below} 731 -
926 509
Total 1,417 1,955

Nature of security:

Of the total secured short term borrowings

a) In Holding Company

  • i) Working capital loan of Nil (31 March 2020: 330 million) were secured by first pari-passu charge on current assets of the holding company. The same has been repaid during the year.
  • ii) Short term loans of Nil (31 March 2020, 220 million) were unsecured. The same has been repaid during the year.
  • iii) Unlisted Commercial Papers of 731 million (31 March 2020: Nil). During the year, the Holding Company has issued Commercial Papers with maturity value of 500 million and 250 million with coupon rates

of 5.8% and 5.65% respectively with their maturity period of 340 days and 180 days respectively.

b) In Subsidiaries

  • i) Working capital loan from Banks of 491 million (31 March 2020: 1,116 million) are secured by way of charge over property plant and equipment (excluding leased assets), inventory, book debts and other current assets of the respective subsidiary companies, letter of comfort of the Holding Company, and pledge of shares of overseas subsidiary companies and are repayable on demand. The interest rates in each country are linked to respective benchmarks and ranges between 1.8% to 8.80% p.a.
  • ii) Short term loan from Banks of 195 Million (31 Mar 2020: 289 Million) are unsecured and repayable on demand. The interest rate in each country is linked to respective benchmarks and ranges between 7.59% to 8.71% p.a.

c) For Net debt reconciliation refer note 46

23Trade payables (` in million)
As at31 March 2021 As at31 March 2020
Dues of micro enterprises and small enterprises 84 14
Dues of creditors other than micro enterprises and small enterprises
- Acceptances* 95 172
- Others 4,043 3,352
Total 4,222 3,538

* For details of unexpired letters of credit refer note 37 (a) (c)

24Other current financial liabilities (` in million)
As at31 March 2021 As at31 March 2020
Lease liabilities (Refer note 36) 241 227
Total 241 227
Other financial liabilities
Current maturities of long term borrowings (Refer note 18) 574 1,182
Current maturities of long term finance lease obligations (Refer note 18) 25 25
Unspent corporate social responsibility liability 12 -
Unclaimed dividend (Refer note 44) 13 11
Payable for capital goods
- Micro enterprises and small enterprises 8 9
- Others 34 25
Employee benefits payable 524 405
Derivative instruments at fair value through profit or loss
Foreign exchange forward contracts*# 1 0
Total 1,191 1,657

* Amount less than one million

Mark to market payable on foreign currency forward contracts taken on foreign currency receivables

25 Other current liabilities (` in million)

As at31 March 2021 As at31 March 2020
Contract liabilities - Advance from customers 102 50
Statutory dues 268 290
Deferred government grants 27 30
Total 397 370

26 Current liabilities - provisions (` in million)

As at31 March 2021 As at31 March 2020
Employee benefits (Refer note 48) 113 93
Other provisions* 26 -
Total 139 93
Movement of Other provisions
Opening balance - -
Addition during the year 26 -
Closing balance 26 -

* Other Provisions includes expenses related to scaling down of operations in one of the subsidiary.

27Current tax liabilities (` in million)
As at31 March 2021 As at31 March 2020
Direct tax payable (Net of advance tax 17 million (31 March 2020 : 19 million) 124 83
Total 124 83

For income tax disclosure, refer note 51

28Revenue from operations (` in million)
Year ended31 March 2021 Year ended31 March 2020
Sale of products 30,456 27,169
Other operating revenues
- Service charges 318 308
- Sale of scrap 124 103
- Export and other incentives 18 34
Total 30,916 27,614

For disclosure under Ind AS 115, refer note 55.

29Other income (` in million)
Year ended31 March 2021 Year ended31 March 2020
Interest on income tax refund 14 5
Interest income on financial assets at amortised cost
- Loans - 5
- Bank deposits 50 26
Unwinding of discount on security deposits 7 6
Government grants 38 49
Gain on sale of mutual fund investments (net) 5 4
Miscellaneous income 31 38
Total 145 133

30 Cost of materials consumed (` in million)

Year ended31 March 2021 Year ended31 March 2020
Inventories at the beginning of the year 1,367 1,224
Add: Inventory on acquisition of an entity 80 -
Add: Purchases (net) 13,262 11,957
14,709 13,181
Less: Inventories at the end of the year 1,823 1,367
Total 12,886 11,814

31 Changes in inventories of finished goods and goods-in-process (` in million)

Year ended31 March 2021 Year ended31 March 2020
Inventories at the end of the year
Goods-in-process 677 657
Finished goods 721 789
Total (A) 1,398 1,446
Inventories at the beginning of the year
Goods-in-process 657 635
Finished goods 789 578
Total (B) 1,446 1,213
Total (B -A) 48 (233)

Changes in inventories of finished goods and goods-in-process has been arrived at after considering the following Inventory on acquisition of an entity.

Goods-in-process 4 -
Finished goods 8 -
Total 12 -
32Employee benefits expense (` in million)
Year ended31 March 2021 Year ended31 March 2020
Salaries, wages and bonus 4,944 4,355
Contribution to provident and other funds (Refer note 48) 228 272
Gratuity and other defined benefit obligations (Refer note 48) 15 15
Share based payment expense (Refer note 49) 144 -
Staff welfare expenses 733 669
Total 6,064 5,311
33Finance costs (` in million)
Year ended31 March 2021 Year ended31 March 2020
Interest expense
- Loan from bank 251 309
- Defined benefit obligation (Refer note 48) 10 13
- Debenture 34 40
- Commercial paper 13 11
- Leases 73 82
- Others - 1
Exchange difference regarded as an adjustment to borrowing costs - 10
Other borrowing costs 48 90
Total 429 556
34Depreciation and amortisation expense (` in million)
Year ended31 March 2021 Year ended31 March 2020
Depreciation on property, plant and equipment 1,977 1,939
Depreciation on right-of-use assets 281 274
Amortisation of intangible assets 88 85
Total 2,346 2,298
35Other expenses (` in million)
Year ended31 March 2021 Year ended31 March 2020
Stores and spares 561 564
Packing materials 1,151 965
Power and fuel 746 720
Freight and forwarding expenses 1,039 839
Job work charges 485 429
Lease rent
- Factory premises 13 15
- Plant and equipment 5 5
- Others 23 25
Other manufacturing expenses 253 229
Repairs and maintenance
- Buildings 34 34
- Plant and machinery 298 253
- Others 178 166
Rates and taxes 122 106
Insurance 67 74
Directors' sitting fees (Refer note 43) 1 1
Travelling and conveyance expenses 101 186
Professional and consultancy charges 434 257
Communication charges 46 45
Commission to directors' (Refer note 43) 8 7
Net loss on disposal of property, plant and equipment 2 6
Exchange difference (net) 44 25
Payment to auditors 5 4
Bad and doubtful debts/advances (net) 29 26
Bad and doubtful capital advances (net) 2 -
Expenditure towards corporate social responsibility 23 3
Miscellaneous expenses 137 163
Total 5,807 5,147

36 Disclosures pertaining to Ind AS 116 " Leases"

  • a. The effect of adoption of Ind AS 116 is as follows:
  • i) The Group has recognised Right-of-use assets (ROU) of 1,169 million and lease liabilities of1,132 million as at 1 April 2019 i.e. transition date. The Group has also reclassified its leasehold land amounting to ` 30 million as ROU assets during the year ended 31 March 2020.
  • ii) During the year, depreciation / amortisation of 281 million (31 March 2020: 274 million) on Right-of-use assets and interest expense of 73 million (31 March 2020: 82 million) on lease liabilities has been charged to the consolidated statement of profit and loss.
  • iii) Expense relating to short-term leases and leases of low value assets amounted to 41 million (31 March 2020: 45 million).

b. Carrying value of Right-of-use assets (ROU) :

(` in million)
Land Building Plant andMachinery Officeequipment Total
Gross carrying amount *
31 March 2021 105 1,103 159 28 1,395
31 March 2020 83 948 154 15 1,200
Depreciation / Amortisation *
31 March 2021 36 365 124 9 534
31 March 2020 19 200 53 3 275
Net Carrying amount
31 March 2021 69 738 35 19 861
31 March 2020 64 748 101 12 925

* Including translation adjustments

c) The following is the summary of practical expedients elected on initial application:

  • i) Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than twelve months of lease term on the date of initial application.
  • ii) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

d) Other disclosures

  • i) The principal portion and interest portion of the lease payments aggregating 317 million (31 March 2020: 303 million) have been separately disclosed in consolidated statements of cash flows under cash flows from financing activities.
  • ii) Lease contracts entered by the Group, majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract.

e) Maturity analysis of lease liabilities:

Maturity analysis of lease liabilities is given in Note 52 (B)(ii).

37 Contingent liabilities and commitments (to the extent not provided for)

a) Contingent liabilities

(` in million)
As at31 March 2021 As at31 March 2020
A Claims against the group not acknowledged as debts
(i) Disputed indirect taxes 274 250
(ii) Disputed direct taxes 109 326
(iii) Other claims not acknowledged as debts 1 4
(` in million)
As at31 March 2021 As at31 March 2020
B Guarantees excluding financial guarantees
Bank guarantees given by the group 30 26
(` in million)
As at31 March 2021 As at31 March 2020
C Other money for which the group is contingently liable
(i) Unexpired letters of credit (net of liability provided) - 12
(ii) Duty benefit availed under EPCG scheme, pending export obligations 65 130

b) Commitments

(i) Capital commitments

(` in million)
As at31 March 2021 As at31 March 2020
Estimated amount of contracts remaining to be executed on capital account,not provided for (net of advances) 316 159

(ii) Other commitments

(` in million)
As at31 March 2021 As at31 March 2020
Commitment towards purchase of additional 27.64% of equity share capital ofCreative Stylo Packs Private Limited.* 600 -

* The aggregate number of the EPL Limited shares of ` 600 million to be issued to the sellers of Creative Stylo Packs Private Limited as per the Share Purchase Agreement.

38 Collateral / security pledged

The carrying amount of assets pledged as security for current and non-current borrowings of the group are as under:

(` in million)
As at31 March 2021 As at31 March 2020
Property, plant and equipment and computer software 5,963 7,121
Inventories 1,582 1,485
Other current and non-current assets 3,798 5,164
Total assets pledged 11,343 13,770

39 Insurance claim receivable of 19 million (31 March 2020 : 19 million) is in respect of transit damage to certain plant and machinery, which is under litigation before National Consumer Dispute Redressal Commission, New Delhi (Refer Note 7).

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I Parent Company
EPL Limited 42% 7,345 63% 1,530 (10)-2% 53% 1,520
II (a) Subsidiaries - Foreign:
21 Lamitube Technologies LimitedEPL America, LLC 25%39% 4,3046,718 19%28% 466682 (166)--41% - 16%18% 466516
3 Lamitube Technologies (Cyprus) Limited 3% 440 7% 165 - - 6% 165
4 EPL Packaging (Guangzhou) Limited 30% 5,109 44% 1,072 - - 38% 1,072
5 Essel Propack Philippines, Inc. 1% 178 3% 79 0% 1 3% 80
6 MTL de Panama, S.A 2% 368 1% 14 - - 1% 14
7 EPL Propack UK Limited 0% 49 2% 58 - - 2% 58
8 EPL Propack de Mexico, S.A. de C.V. 3% 437 2% 47 (1)0% 2% 46
9 Tubopack de Columbia S.A.S. 1% 87 0% - - - 0% -
10 Laminate Packaging Colombia S.A.S. 1% 168 -1% (35) - - -1% (35)
11 LLC EPL Propack (Russia) 0% 75 -6% (136) - - -5% (136)
12 EPL Poland sp. z.o.o. 13% 2,183 17% 415 133% 15% 428
13 Arista Tubes, Inc -3% (556) 0% - - - 0% -
14 EPL Packaging (Jiangsu) Limited 5% 857 5% 111 - - 4% 111
15 MISR for Advanced Packaging S.A.E.EPL 2% 297 8% 184 - - 6% 184
(75%)
16 EPL Deutschland GmbH & Co. KG 6% 1,052 8% 207 - - 7% 207
17 EPL Deutschland Management GmbH 0% 6 0% 0 - - 0% 0
II (b) Subsidiary - Indian
18 Creative Stylo Packs Private Limited (72.46%) 2% 398 0% 9 - 0 0% 9
III Non-controlling interest
MISR for Advanced Packaging S.A.E.(25%)EPL 1% 89 3% 61 - - 2% 61
Creative Stylopacks Private Limited (27.54%) 1% 244 0% 3 - 0 0% 3
IV Associate
Foreign
PT Lamipak Primula (30%) 1% 100 0% (9) (2)0% 0% (11)
Subtotal 29,948 4,923 -164 4,758
Add / andeliminationcompanyInter (12,634) (2,480) 570 (1,909)
(Less): consolidation adjustment including foreign
exchange difference on translation
Total 100% 17,314 100% 2,443 406100% 100% 2,849
Note:

177 EPL Limited CORPORATE 002 OVERVIEW MANAGEMENT 029 REPORTS FINANCIAL 074 STATEMENTS

(i) The contribution of Parent, subsidiaries and associate are considered based on the financial statements of respective entities without considering elimination and consolidation adjustments.

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Sr. No. Name of the entity Net Assets, i.e., total assetsminus total liabilitiesconsolidatednet assets% of Amount Share in Profit or Loss forthe yearconsolidated% ofProfit Amount Share in Other ComprehensiveIncome / (loss) for the year% of consolidatedComprehensiveIncomeOther Amount Share in Total ComprehensiveIncome / (loss) for the year% of consolidatedcomprehensiveincometotal Amount
I Parent Company
EPL Limited 45% 6,968 50% 1,058 0% (1) 45% 1,057
II Subsidiaries - Foreign:
1 EPL America, LLC 29% 4,434 24% 504 - - 21% 504
2 Lamitube Technologies Limited 45% 6,967 28% 601 -6% (15) 25% 586
3 Lamitube Technologies (Cyprus) Limited 4% 627 14% 293 - - 12% 293
4 EPL Packaging (Guangzhou) Limited 30% 4,641 45% 943 - - 40% 943
5 Essel Propack Philippines, Inc. 1% 140 2% 45 -2% (6) 2% 39
6 MTL de Panama, S.A 2% 366 1% 15 - - 1% 15
7 Arista Tubes Limited 0% - 10% 211 - - 9% 211
8 EPL Propack UK Limited 1% 221 -7% (141) - - -6% (141)
9 EPL Propack de Mexico, S.A. de C.V. 2% 327 3% 61 0% (0) 3% 61
10 Tubopack de Columbia S.A.S. 1% 81 0% (10) - - 0% (10)
11 Laminate Packaging Colombia S.A.S. 0% 19 0% (10) - - 0% (10)
12 LLC EPL Propack (Russia) 0% 43 -3% (70) - - -3% (70)
13 EPL Poland sp. z.o.o. 11% 1,730 12% 263 - - 11% 263
14 Arista Tubes, Inc -1% (121) 0% - - - 0% -
15 EPL Packaging (Jiangsu) Limited 5% 769 3% 60 - - 3% 60
16 MISR for Advanced Packaging S.A.E.(75%)EPL 2% 283 7% 152 - - 6% 152
17 EPL Deutschland GmbH & Co. KG 6% 912 8% 163 - - 7% 163
18 EPL Deutschland Management GmbH 0% 6 0% 0 - - 0% 0
III Non-controlling interest
MISR for Advanced Packaging S.A.E.(25%)EPL 1% 86 2% 51 - - 2% 51
IV Associate
Foreign
PT Lamipak Primula (30%) 1% 117 0% (8) 0% (1) 0% (9)
Subtotal 28,616 198% 4,181 -10% (23) 176% 4,158
Add / andeliminationcompanyInter (13,204) -98% (2,065) 110% 265 -76% (1,800)
(Less): consolidation adjustment including foreignexchange difference on translation
Total 100% 15,412 100% 2,116 100% 242 100% 2,358
Note:

(i) The contribution of Parent, subsidiaries and associate are considered based on the financial statements of respective entities without considering elimination and consolidation adjustments.

178 LEADING THE PACK

41 Exceptional items

  • i) Exceptional items of ` 161 million for the year ended 31 March 2021 represent impairment of assets and other associated costs on account of scaling down the business of one of the overseas operating units.
  • ii) Exceptional items for the year ended 31 March 2020 is net of:
  • (a) `109 million being gain on sale of land and building of one of its factory recognised during the year; and
  • (b) `203 million being write off of credit impaired loan given (including interest) on the basis of impairment assessment carried out by Management during that year.

42 Earnings per share (EPS)

Year ended31 March 2021 Year ended31 March 2020
Profit for the year attributable to owners of the Company (` in million) 2,391 2,073
Weighted average number of basic equity shares (Nos.) 31,55,25,395 31,53,84,117
Weighted average number of basic equity shares (Nos.) 31,55,25,395 31,53,84,117
Add: Effect of potential equity shares which are dilutive 6,41,985 64,533
Weighted average number of diluted equity shares (Nos.) 31,61,67,381 31,54,48,650
Nominal value of equity shares (`) 2.00 2.00
Earnings per share
Basic EPS (`) 7.58 6.57
Diluted EPS (`) 7.57 6.57

43 Related party disclosures

a. List of related parties

i) Entities where control exists *

Name of Company Relationship
Blackstone Capital Partners Asia L.P. Ultimate holding company
Epsilon Pledgeco Pte Ltd Intermediate holding company
Epsilon Bidco Pte Ltd Holding company

* (w.e.f. 22 August 2019)

ii) Associate (Refer note 2.II (ii))

P.T. Lamipak Primula

iii) Other related parties with whom transactions have taken place during the year and balances outstanding at the year end:

Vyoman Tradelink India Private Limited and Ebix Payment Services Private Limited.

(ceased to be other related parties w.e.f. 22 August 2019)

iv) Key management personnel / Directors

Executive director Mr. Ashok Goel (Chairman and Managing Director) *
Independent director Mr. Boman Moradian *
Independent director Mr. Mukund M. Chitale *
Independent director Ms. Radhika Pereira *
Non - executive director Mr. Atul Goel *
Non - executive director Mr. Ramesh Chandra Gupta *
Non - executive director Mr. Amit Dixit $
Non - executive director Mr. Amit Jain $
Non - executive director Mr. Animesh Agrawal $
Non - executive director Mr. Aniket Damle $
Non - executive director Mr. Qi Yang $
Independent director Mr. Uwe Ferdinand $
Independent director Ms. Sharmila Karve $
Independent director Mr. Davinder Singh Brar $
Whole time director Mr. Vinay Mokashi @
Managing director and Chief executive officer Mr. Sudhanshu Vats #
Chief financial officer Mr. Parag Shah ^^
Company secretary Mr. Suresh Savaliya

* Resigned w.e.f. 22 August 2019

$ Appointed w.e.f. 22 August 2019

@ Appointed w.e.f. 22 August 2019 and resigned w.e.f. 15 April 2020. Also resigned from position of Chief financial officer w.e.f. 24 November 2019.

Appointed w.e.f. 16 April 2020

^^ Appointed w.e.f. 25 November 2019

b. Transactions and balances with related parties

(A) Transactions during the year

(` in million)
Year ended31 March 2021 Year ended31 March 2020
a. Purchase of goods and services
Other related parties - 3
Ebix Payment Services Private Limited - 3
b. Rent expenses
Other related parties - 45
Vyoman Tradelink India Private Limited - 45
c. Remuneration paid / provided 106 120
Mr. Sudhanshu Vats 77 91
Mr. Vinay Mokashi 0 6
Mr. Parag Shah 23 16
Mr. Suresh Savaliya 6 7
d. Commission to directors* 8 7
Mr. Boman Moradian - 1
Mr. Mukund M. Chitale - 1
Ms. Radhika Pereira - 1
Mr. Davinder Singh Brar 3 2
Ms. Sharmila Karve 2 2
Mr. Uwe Ferdinand 2 2
e. Directors' sitting fees** 1 1
Mr. Boman Moradian - 0
Mr. Mukund M. Chitale - 0
Ms. Radhika Pereira - 0
Mr. Davinder Singh Brar 0 0
Ms. Sharmila Karve 0 0
Mr. Uwe Ferdinand 0 0

* The absolute figures are rounded off to nearest million, however the sum total is 8 million (31 March 2020: 7 million).

** The absolute figures for the year ended 31 March 2021 and 31 March 2020 are less than a million, however the sum total is 1 million (31 March 2020: 1 million).

(B) Balance outstanding

(` in million)
As at31 March 2021 As at31 March 2020
a. Remuneration payable 37 9
Mr. Sudhanshu Vats 33 6
Mr. Vinay Mokashi - 1
Mr. Parag Shah 3 1
Mr. Suresh Savaliya 1 1
b. Commission payable (Gross) 8 8
Mr. Boman Moradian - 1
Mr. Mukund M. Chitale - 1
Ms. Radhika Pereira - 1
Mr. Davinder Singh Brar 3 2
Ms. Sharmila Karve 2 1
Mr. Uwe Ferdinand 2 2

Notes:

i) The outstanding balances at year end are unsecured due to be settled for consideration in cash.

ii) The above disclosures are excluding Ind AS adjustments.

c. Break up of remuneration of key management personnel of the Company

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Chairman and Managing director
i. Salaries, allowances and perquisites 42 19
ii. Contribution to provident and other funds 2 2
iii. Performance bonus * 33 6
iv. Retirement benefits $ - 64
Total 77 91

* The performance bonus for the current year has been provided in the accounts as recommended by the nomination and remuneration committee and approved by the Board of Directors. The total remuneration to Managing Director computed as per the Companies Act, 2013 is within limits prescribed u/s 197 of the Companies Act, 2013.

$ Retirement benefits for the year ended 31 March 2020 include gratuity of 46.8 million and leave encashment of 17.5 million paid during the year. Further, the Essel Employee Stock Option Scheme 2014 does not extend to chairman and managing director, hence there is no share based compensation benefit.

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Whole-time director
i. Salaries, allowances and perquisites ^ 0 5
ii. Contribution to provident and other funds 0 0
iii. Performance bonus * - 1
Total 0 6
(` in million)
Year ended31 March 2021 Year ended31 March 2020
Chief financial officer
i. Salaries, allowances and perquisites ^ 19 13
ii. Contribution to provident and other funds 1 2
iii. Performance bonus * 3 1
Total 23 16

(` in million)

Year ended31 March 2021 Year ended31 March 2020
Company Secretary
i. Salaries, allowances and perquisites ^ 5 5
ii. Contribution to provident and other funds 0 1
iii. Performance bonus * 1 1
Total 6 7

^ Figures does not include provision for gratuity and leave entitlement since it is actuarially determined for the Group as a whole.

* Performance bonus for the current year has been provided in the books of accounts.

44 Dividend of 0.8 million (31 March 2020 : 0.7 million) unclaimed for a period of more than seven years is transferred to Investor Education and Protection Fund during the year. There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31 March 2021.

45 Dividends paid and proposed

(` in million)
Year ended31 March 2021 Year ended31 March 2020
a. Dividends on equity shares declared and paid
Final dividend paid in current year for the year ended 31 March 2020 2.05 per<br>share (Paid in previous year for the year ended 31 March 2019 : 1.25 per share) 647 394
Dividend distribution tax on above - 81
Interim dividend paid in current year 2.05 per share (paid in previous year<br> 1.25 per share) 647 394
b. Proposed dividends on equity shares *
Final dividend proposed for the year ended 31 March 2021 2.05 per share<br>(31 March 2020 : 2.05 per share) 647 647
Dividend distribution tax on above - -

* Proposed dividends on equity shares is subject to approval of shareholders at the ensuing annual general meeting and is not recognised as a liability as at the reporting date.

46 Net debt reconciliation

An analysis of net debts and the movement in net debts for each of the reporting period as follows:

(` in million)
As at31 March 2021 as at31 March 2020
(A) Cash and cash equivalents 2,365 3,116
(B) Current borrowings 1,417 1,955
(C) Non current-borrowings (including current maturities) 4,144 4,502
Net debt (D)=(A)-(B)-(C) (3,196) (3,341)
(E) Bank Balance Other than cash and cash equivalents 49 599
Net debt including bank balance (E)=(D)+(E) (3,147) (2,742)

Other assets Liabilities from financingactivities Total(C)=(A)-(B)
Cash and cashequivalents (A) Borrowings (current andnon current) (B)
Net debt as at 1 April 2019 904 6,325 (5,421)
Cash flows (net) 2,102 150 1,952
Interest expense - 374 (374)
Exchange difference 110 - 110
Other changes - (1) 1
Interest paid - (391) 391
Net debt as at 31 March 2020 3,116 6,457 (3,341)
Net debt as at 1 April 2020 3,116 6,457 (3,341)
On acquisition of an entity 3 332 (329)
Cash flows (net) (772) (1,219) 447
Interest expense - 308 (308)
Exchange difference 18 - 18
Other changes - 5 (5)
Interest paid - (322) 322
Net debt as at 31 March 2021 2,365 5,561 (3,196)

i) Other changes in borrowings are on account of amortisation of ancillary borrowing costs and exchange difference during the year.

47 Government grant receivable of **79 million (31 March 2020 :** 76 million) is in respect of:

  • (i) As per North East Industrial Development Scheme, 2017 all eligible new industrial units in the manufacturing and service sector located anywhere in the North Eastern Region of India will be provided as Central Capital Investment Incentive @ 30% of the investment in plant and machinery. Based on the fulfilment of necessary conditions attached to the above scheme, the Group had recognised an amount of ` 50 million during the financial year ended 31 March 2019.
  • (ii) 29 million (31 March 2020: 26 million) pursuant to incentive scheme of City of Danville Virginia and the Virginia Tobacco Region Revitalization Commission for making capital investments and for generating employment in the City of Danville.

48 Gratuity and other post employment benefit plans

The disclosures of employee benefits as defined in the Ind AS 19 - "Employee Benefits", in respect of Holding Company, are given below:

  • a. The Group makes annual contributions towards its employees' gratuity fund scheme, a funded defined benefit plan which is managed by the LIC of India and HDFC Bank. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
  • b. Leave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.
  • c. Details of post retirement gratuity plan for parent company are as follows:-

i. Net expenses recognised during the year in the consolidated statement of profit and loss

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Current service cost 10 10
Interest cost 7 10
Net expenses recognised in the consolidated statement of profitand loss 17 20

ii Net expenses recognised during the year in other comprehensive income (OCI)

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Actuarial (gains) / losses arising from changes in demographic assumptions - (7)
Actuarial (gains) / losses arising from changes in financial assumptions 6 4
Actuarial (gains) / losses arising from changes in experienceassumptions 7 4
Expected return on plan assets excluding interest 0 0
Net expenses recognised in OCI 13 1

iii Net liability recognised in the consolidated balance sheet

(` in million)
As at31 March 2021 As at31 March 2020
Present value of obligation 174 155
Less : Fair value of plan assets 37 42
Liability recognized in consolidated balance sheet 137 113

iv. Reconciliation of opening and closing balances of defined benefit obligation

As at31 March 2021 As at31 March 2020
Defined benefit obligation as at the beginning of the year 155 184
Current service cost 10 10
Interest cost 9 14
Actuarial (gain) / loss on obligation 13 1
Benefits paid (13) (55)
Defined benefit obligation at the end of the year 174 155

v Reconciliation of opening and closing balance of fair value of plan assets

(` in million) As at 31 March 2021 As at 31 March 2020 Fair values of plan assets at the beginning of the year 42 53 Interest income 3 4 Return on plan assets, excluding interest income (0) (0) Employer contribution 5 40 Benefits paid (13) (55) Fair value of plan assets at year end 37 42

vi Reconciliation of opening and closing balance of net defined benefit obligation

(` in million)
As at31 March 2021 As at31 March 2020
Net defined benefit obligation as at the beginning of the year 112 131
Current service cost 10 10
Interest cost (net) 7 10
Actuarial (gain) / loss on obligation 13 1
Return on plan assets, excluding interest income 0 0
Employer contribution (5) (40)
Net defined benefit obligation at the end of the year 137 112

vii. Investment details

(` in million)
As at31 March 2021 As at31 March 2020
Insurer Managed Funds 37 42

viii. Actuarial assumptions

As at31 March 2021 As at31 March 2020
Mortality Table Indian Assured Livesmortality(2006-08)Ultimate Indian Assured Livesmortality(2006-08)Ultimate
Discount rate(per annum) 6.44% 6.04%
Expected rate of return on plan assets (per annum) 6.44% 6.04%
Rate of escalation in salary (per annum) 6.00% 5.00%
Attrition rate Service 2 years andbelow - 29%, more than2 year and below 4 - 25%,others - 5% Service 2 years andbelow - 29%, more than2 year and below 4 - 25%,others - 5%

ix Quantitative sensitivity analysis

(` in million)
As at31 March 2021 As at31 March 2020
Projected benefit obligation on current assumptions 174 155
Increase by 1% in discount rate (10) (9)
Decrease by 1% in discount rate 12 10
Increase by 1% in rate of salary increase 12 10
Decrease by 1% in rate of salary increase (10) (9)
Increase by 1% in rate of employee turnover 0 1
Decrease by 1% in rate of employee turnover (0) (1)

x Maturity analysis of projected benefit obligation from the fund

(` in million)
Projected benefits payable in future years from the date of reporting As at31 March 2021 As at31 March 2020
1st Following Year 32 33
2nd Following Year 11 10
3rd Following Year 16 11
4th Following Year 13 14
5th Following Year 20 13
Sum of years 6 to 10 64 60
Sum of years 11 and above 136 103

Notes:

1 Amounts recognized as an expense and included in the Note 32 "Employee benefits expense" are gratuity 10 million (31 March 2020 10 million) and leave encashment 37 million (31 March 2020 46 million). Net interest cost on defined benefit obligation recognised in Note 33 under "Finance costs" is 7 million (31 March 2020 10 million).

2 The estimate of future salary increases considered in the actuarial valuation takes into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

3 "Contribution to provident and other funds" which is a defined contribution plan is recognized as an expense in Note 32 of the consolidated financial statements.

d Details of post retirement gratuity plan in respect of subsidiaries are as follows:-

The subsidiary company in Philippines has a funded, non-contributory defined benefit pension plan covering substantially all its regular employees (main plan) and an unfunded, non-contributory defined benefit pension plan covering officers (supplemental plan). The subsidiary Company in Mexico and India have a unfunded, non-contributory defined benefit plan for post retirement benefits. The benefits are based on the years of service and compensation of the employees. The tables below summarize the funding status and amounts recognized in the Group's consolidated Financial Statements for the defined benefit plans:

i. Expenses recognised during the year in the consolidated statement of profit and loss

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Current service cost 5 5
Interest cost 3 3
Net expenses 8 8

ii. Expenses recognised during the year in other comprehensive income (OCI)

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Net actuarial (gain) / loss transferred to OCI (0) 10

iii. Net liability recognised in the consolidated balance sheet

(` in million)
As at31 March 2021 As at31 March 2020
Fair value of plan assets 19 17
Present value of obligation 58 46
Liability recognized in the consolidated balance sheet 39 29

iv. Reconciliation of opening and closing balances of defined benefit obligation

(` in million)
As at31 March 2021 As at31 March 2020
Defined benefit obligation as at the beginning of the year 46 24
Current service cost 5 5
Interest cost 3 3
Actuarial (gain) / loss on obligation (1) 8
Liability transferred in/ (paid) 8 8
Benefits paid (6) (3)
Exchange Adjustments 3 1
Defined benefit obligation at the end of the year 58 46

v. Reconciliation of opening and closing balance of fair value of plan assets

(` in million)
As at31 March 2021 As at31 March 2020
Fair values of plan assets at the beginning of the year 17 15
Interest income - -
Return on plan assets, excluding interest income 1 1
Actuarial gain / (loss) for the year 1 (1)
Employer contribution 2 2
Benefits paid (2) (1)
Exchange Adjustments - 1
Fair value of plan assets at year end 19 17

vi Reconciliation of opening and closing balance of net defined benefit obligation

(` in million)
As at31 March 2021 As at31 March 2020
Defined benefit obligation as at the beginning of the year 29 9
Current service cost 5 5
Interest cost (net) 3 3
Actuarial (gain) / loss on obligation (2) 9
Liability transferred in/ (paid) 8 8
Return on plan assets, excluding interest income (1) (1)
Employer contribution (2) (2)
Benefits paid (4) (2)
Exchange Adjustments 3 -
Net defined benefit obligation at the end of the year 39 29

vii. Actuarial assumptions

As at31 March 2021 As at31 March 2020
Discount rate range(per annum) 4.88% to 7.50% 4.43% to 7.50%
Expected rate of return on plan assets (per annum) 6.00% 5.18%
Rate of escalation in salary (per annum) 1.93% to 6.00% 5.00% to 6.00%

viii. Quantitative sensitivity analysis

(` in million)
As at31 March 2021 As at31 March 2020
Projected benefit obligation on current assumptions 58 46
Increase by 0.5% in discount rate 46 45
Decrease by 0.5% in discount rate 53 50
Increase by 0.5% in rate of salary increase 53 50
Decrease by 0.5% in rate of salary increase 46 45
Increase by 0.5% in rate of employee turnover 49 47
Decrease by 0.5% in rate of employee turnover 49 47

Notes:

1 Amounts recognized as an expense and included in the Note 32 "Employee benefits expense" are gratuity and other defined benefit obligation of 5 million (31 March 2020 5 million) and net interest cost on defined benefit obligation recognised in Note 33 under ""Finance costs"" is 3 million (31 March 2020 3 million).

2 The estimate of future salary increases considered in the actuarial valuation, taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

e Summary for Balance Sheet- Current / non current classification

(` in million)
As at31 March 2021 As at31 March 2020
Gratuity
Current 30 28
Non-current 146 114
176 142
Leave entitlement and compensated absences
Current 83 65

f Summary for statement of Profit and Loss

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Employee benefit cost 15 15
Finance cost 10 13

49 Share-based payments

A) Employee stock option plan 2014

a) During the year 2014-15, the Holding Company has instituted an Essel Employee Stock Option Scheme 2014 ("Scheme 2014") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Company and of its subsidiaries, other than directors, promoters or person belonging to promoter group.

Subject to terms and conditions of the Scheme 2014, the said options vested on each of 1 July 2016, 1 July 2017 and 1 July 2018 to the extent mentioned in the letter of grant and can be exercised within a maximum period of four years from the date of vesting. When exercisable, each option is convertible into one equity share of ` 2 each fully paid up.

b) Summary of options granted under the Scheme 2014

As at31 March 2021 As at31 March 2020
Averageexercise priceper shareoption (`) Number ofoptions Averageexercise priceper shareoption (`) Number ofoptions
Opening balance 60.83 1,60,343 60.83 3,67,664
Add : Issue of bonus equity shares - - - -
Adjusted value and number of options 60.83 1,60,343 60.83 3,67,664
Exercised during the year (Refer Note (i) below) 60.83 (1,14,666) 60.83 (2,07,321)
Lapsed during the year
- Non-vested options (Refer Note (ii) below) - - - -
- Vested options (Refer Note (ii) below) - (45,677) 60.83 -
Closing balance 0 1,60,343
Vested and exercisable 60.83 0 60.83 1,60,343

c) Expiry date and exercise prices of the share options outstanding at the end of the year:

Grant date Expiry date 2021 2020
Exercise price(`) Nos of Options Exercise price(`) Nos of Options
19 March 2015 30 June 2020 60.83 - 60.83 1,60,343
Total - 1,60,343
Weightedaverageremainingcontractuallifeofoptionsoutstanding at end of period - 0.25

d) The fair value of each option granted is estimated on the date of grant using the black scholes model with the following assumptions

Grant date 19 March 2015
Weighted average fair value of options granted (`) 49.20
Exercise price - before issue of bonus shares (`) 121.65
Exercise price - after issue of bonus shares (`) 60.83
Share price at the grant date before issue of bonus shares (`) 116.50
Share price at the grant date after issue of bonus shares (`) 58.25
Expected volatility 47.55%
Risk free interest rate 7.64%
Dividend yield 1.28%
Expected life of the options (years) 3.29 to 5.29

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

e) There are no expenses arising from share based payments transactions (Non-vested options).

Notes:

  • (i) The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2021 was 264.20 (31 March 2020: 150.03).
  • (ii) Lapsed on account of employees resigned without exercising.

B) Employee stock option plan 2020

a) During the year, the Holding Company has instituted an EPL Employee Stock Option Scheme 2020 ("Scheme 2020") as approved by the Board of Directors for issuance of stock options to the eligible employees of the Holding Company and of its subsidiaries, other than the promoters or person belonging to promoter group.

Pursuant to the said Scheme 2020, 3,836,099 stock options convertible into 3,377,144 equity shares of 2 each at an exercise price of 161 and 458,955 equity shares of 2 each at an exercise price of 268 were granted to eligible employees, being the market price as defined in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 (SEBI Regulation).

Subject to terms and conditions of the Scheme 2020, the said options will vest in a phased manner equally in every year during the next five years, as per the provisions of the Scheme 2020.

b) Expense arising from share based payment transactions

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Employee shared based expenses recognised in consolidated statementof profit and loss (Refer note 32) 144 -

The estimated expense arising from share based payments for the next year is ` 172 million.

c) The fair value of each option granted is estimated on the date of grant using the black Scholes model with the following assumptions

Scheme
Grant date 17 August 2020
Weighted average fair value of options granted (`) FV of options granted at 161 – 142.8 andFV of options granted at 268 – 96.4
Exercise price - (`) Exercise price of stock options convertible into 3,377,144 shares : 161<br>Exercise price of stock options convertible into 458,955 shares : 268
Share price at the grant date (`) 268
Expected volatility 35.3% - 44.3%
Risk free interest rate 4.5% - 6.1%
Dividend yield 1.1% - 1.2%
Expected life of the options (years) 2.5 to 6.5

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

d) Summary of options granted under the Scheme 2020

As at 31 March 2021 As at 31 March 2020
Averageexercise priceper shareoption (`) Number ofoptions Averageexercise priceper shareoption (`) Number ofoptions
Granted during the year 224 38,36,099 - -
Total 224 38,36,099 - -
Exercised during the year - - - -
Lapsed during the year - - - -
- Non-vested options - - - -
- Vested options - - - -
Closing balance 224 38,36,099 - -
Vested and exercisable - - - -

50 Interest in Associate

The Group has 30% interest in PT Lamipack Primula (associate) having its operations in Indonesia. It is mainly engaged in the manufacture and trading of plastic laminated tubes and packages. The group's interest in the associate is accounted for using the equity method in the consolidated financial statements. Summarised financial information of the group's investment in the associate is as under :

i) Summarised balance sheet:

(` in million)
As at31 March 2021 As at31 March 2020
Current assets 910 1,004
Non-current assets* 790 940
Current liabilities (1,074) (1,144)
Non-current liabilities (293) (410)
Equity 333 390
Proportion of the Group's ownership (%) 30% 30%
Proportion of the Group's ownership (`) 100 117
Add: Goodwill # 51 51
Less: Tax on distributable profits (2) (8)
Carrying amount of the investments (Refer note 5) 149 160

*Non-current assets is net of adjustment for accounting policy difference and is after excluding the effect of revaluation of property, plant and equipment done by the associate amounting to 140 million as at 31 March 2021 and 144 million as 31 March 2020, to align with the Group's accounting policy.

Goodwill is net of Impairment provision of 269 million (31 Mar 2020: 269 million)

ii) Summarised statement of profit and loss:

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Total revenue 1,546 1,789
Loss for the year * (a) (51) (26)
Other comprehensive income / (loss) for the year (b) (6) (5)
Total comprehensive income (a+b) (57) (31)
Group's share of loss for the year (30% of (a)) (15) (8)
Reversal of tax on distributable profits 6 2
Share of loss for the year as per consolidated statement of profit and loss (9) (6)
Group's share of Other comprehensive income (30% of (b)) (2) (1)

*Loss for the year is net of adjustment for accounting policy difference and is after excluding the effect of depreciation on revaluation of property, plant and equipment done by the associate amounting to 47 million as at 31 March 2021 and 46 million as 31 March 2020 to align with the Group's accounting policy.

  • 51 Income tax
    • a) The major components of income tax for the year ended 31 March 2021 are as under:
  • i) Income tax related to items recognised directly in the consolidated statement of profit and loss during the year
(` in million)
Year ended31 March 2021 Year ended31 March 2020
Current tax
Current tax on profits for the year 963 855
Adjustments for current tax of prior periods (27) (116)
Total current tax expense 936 739
Deferred tax
Relating to origination and reversal of temporary differences (68) (101)
Income tax expense reported in the consolidated statement ofprofit and loss 868 638

ii) Deferred tax related to items recognized in Other Comprehensive Income (OCI) during the year

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Deferred tax on remeasurements of the defined benefit plans 4 3
Deferred tax on share of OCI of associate - 1
Deferred tax recognised in OCI 4 4

b) Reconciliation of tax expense and the accounting profit for the year is as under:

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Profit before tax 3,311 2,754
Income Tax @ 25.17% (31 March 2020 25.17%) 833 693
Adjustments in respect of current income tax for previous years (27) (116)
Utilisation of unrecognised deferred tax assets on unused tax losses (2) (42)
Tax effect on non-deductible expenses 95 177
Additional allowance for tax purpose (64) (55)
Effect of income that is exempted from tax (106) (73)
Effect of different tax rates 140 95
Effect of change in tax rate 1 (33)
Other temporary differences (2) (8)
Income tax expense charged to the consolidated statement of profit andloss 868 638
Current tax expense 936 739
Deferred tax charge/(credit) (68) (101)

c) Deferred tax relates to the following (based on legal taxable entities):

(` in million)
Consolidated balancesheet Recognized inconsolidated statement ofprofit and loss Recognized in OCI
As at 31March 2021 As at 31March 2020 Year ended31 March2021 Year ended31 March2020 Year ended31 March2021 Year ended31 March2020
i) Deferred tax liabilities (net)
Taxable temporary differences
Depreciation on property, plant andequipment and intangible assets 422 452 (30) (82) - -
Taxonundistributedprofitsofsubsidiaries 145 123 22 11 - -
Unamortised ancillary borrowing costs - 0 (0) (0) - -
Other taxable temporary differences 5 3 2 3
572 578 (6) (68) - -
Less:Deductibletemporarydifferences
Employee benefits / expenses allowableon payment basis 28 72 44 17 - -
Allowance for bad and doubtful debts 1 19 18 3 - -
Other deductible temporary differences - 12 12 14 - -
29 103 74 34 - -
Deferred tax liabilities (net) (a) 543 475 68 (34) - -
ii) Deferred tax assets (net)
Deductible temporary differences
Employee benefits / expenses allowableon payment basis 144 53 (87) (13) (4) (4)
Unrealised profit on inter-companytransactions 24 22 (2) (1) - -
Unused tax losses 31 26 (5) (9) - -
199 101 (94) (23) (4) (4)
Less : Taxable temporary differences
Depreciation on property, plant andequipment and intangible assets 29 - 29 - - -
Unamortised ancillary borrowing costs 1 - 1 (1) - -
30 - 30 (1) - -
Deferred tax assets (net) (b) 169 101 (64) (24) (4) (4)
Sub-total (a-b) 4 (58) (4) (4)
Add: Foreign currency translation 17 (43) - -
Less: Deferred tax credit arising fromacquisition of subsidiary (Refer note 58) (89) - - -
Deferredtaxcharge/(credit)recognisedintheconsolidated
statement of profit and loss (68) (101) (4) (4)

d) The Group have the following unused tax losses which arose on incurrence of capital losses and business losses under the Income Tax for which no deferred tax asset (DTA) has been recognised

(` in million)
As at31 March 2021 As at31 March 2020
Business loss 307 309
DTA on business loss 62 58
Capital loss - 440
DTA on capital loss - 103

e) Movement in Income tax asset / (liability) is as follows

(` in million)
As at31 March 2021 As at31 March 2020
Net Income tax asset at the beginning 85 71
Addition on acquisition of an entity (5) -
Income tax paid (net of refunds) 866 753
Income tax expenses (936) (739)
Net Income tax asset at the end 10 85

52 Financial risk management

The Group has exposure to the following risks arising from financial instruments:

  • Credit risk;
  • Liquidity risk;
  • Market risk Foreign currency; and
  • Market risk Interest rate

A Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counter party to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk from its operating activities (primarily trade receivables), lease rental deposits, deposits with banks and other financial instruments. Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed.

i) Trade receivables

The Group extends credit to customers in the normal course of business. The Group considers factors such as financial conditions / market practices, credit track record in the market, analysis of historical bad debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The Group monitors the payment track record of the customers and ageing of receivables. Outstanding customer receivables are regularly monitored. The Group considers the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Group has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

ii) The ageing analysis of the receivables has been considered from the date the invoice falls due.

(` in million)
As at31 March 2021 As at31 March 2020
Up to 3 months 5,731 4,790
3 to 6 months 138 85
More than 6 months 92 113
Total 5,961 4,988

iii) The following table summarizes the change in the allowance for bad and doubtful debts :

(` in million)
As at31 March 2021 As at31 March 2020
As at beginning of the year 85 70
Add/(less):
Provided during the year 35 29
Amounts written off (40) (5)
Reversals of provision (10) (9)
As at end of the year 70 85

The Group uses a provision matrix whereby trade receivables are considered doubtful based on past trends where such receivables are outstanding for more than a year. The allowance for lifetime expected credit loss on customer balances for the year ended 31 March 2021 and 31 March 2020 is not material.

iv) Other financial instruments

The Group considers factors such as track record, size of the institution, market reputation, financial strength / rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions from whom the Group has also availed borrowings. Security deposits against leasing of premises / equipments are refundable upon closure of the lease and hence credit risk associated with such deposits is relatively low.

B Liquidity risk

i) Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. For the Group, liquidity risk arises from obligations on account of financial liabilities – borrowings, trade payables, derivative instruments and other financial liabilities.

The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. It maintains adequate sources of financing including loans, debts and overdraft from banks.

ii) Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flow amounts are gross and undiscounted.

As at 31 March 2021

(` in million)
Repayableon demand Less than 1year Between 1and 5 years Beyond 5years Total
Maturities of non – derivative financialliabilities
Long term borrowings - 587 3,488 59 4,134
Short term borrowings 1,429 - - - 1,429
Lease liabilities - 306 676 117 1,099
Interest payable on borrowings - 99 95 0 194
Trade payables - 4,222 - - 4,222
Other financial liabilities - 591 - - 591
Total 1,429 5,805 4,259 176 11,669
Maturities of derivative financial liabilities
Foreign exchange forward contracts - 1 - - 1
Total - 1 - - 1

As at 31 March 2020

(` in million)
Repayableon demand Less than 1year Between 1and 5 years Beyond 5years Total
Maturities of non – derivative financialliabilities
Long-term borrowings - 1,200 3,328 - 4,528
Short-term borrowings 1,945 - - - 1,945
Lease liabilities - 292 712 168 1,172
Interest payable on borrowings - 206 233 - 439
Trade payables - 3,538 - - 3,538
Other financial liabilities - 450 - - 450
Total 1,945 5,686 4,273 168 12,072
Maturities of derivative financial liabilities
Foreign exchange forward contracts - 0 - - 0
Total - 0 - - 0

C Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. The Group's activities expose it to risks on account of changes in foreign currency exchange rates and interest rates.

I Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices of various currencies against the functional currency. The Group is exposed to currency risk on their receivables, payables and foreign currency loans held other than in their respective functional currencies. Such exposure is with respect to the United State Dollar ("USD"), the Euro ("EUR"), the Swiss Franc ("CHF"), the Pound Sterling ("GBP") and others. Consequently, the Group is exposed primarily to the risk that the exchange rate of the functional currency relative to the USD, the EUR, the CHF, the GBP and others may change in a manner that has a material effect on the reported values of the Group's assets and liabilities that are denominated in these foreign currencies.

The group evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies, including minimising cross currency transactions, using natural hedge and the use of derivatives like foreign exchange forward contracts to minimise the impact to results of the exchange rate movements. The unhedged exposures are maintained and kept to minimum feasible.

Exchange differences arising on translation are accumulated in the Foreign Currency Translation Reserve (FCTR) until the disposal of foreign operations.

Others*26---26-27--27(1)GBP-37--37-49--49(12)CHF549378-59445598--643(49)EUR90115538-833-1,011819192(83)(14)USD--20-20-31218(2)Others*111-4-7--7(8)(3)GBP------67--67(67)CHF471338391496405--901(121)(510)EUR1,01830817-911-905756149(438)(155)USDNet exposure to foreign currency riskNet exposure to foreign currency riskUnhedged foreign currency exposure (A)-Foreign exchange forward contracts #Foreign exchange forward contracts #Cash and bank balancesDerivative liabilitiesFinancial liabilitiesTrade receivablesDerivative assetsFinancial assetsTrade payables(liabilities) (B)Borrowings(assets) (A)OthersOthers(B) 2021 2020
-
-
62
-
62
-
2
49
(1)
50
12
The above table exclude foreign currency exposures (financial liabilities) of 222 million (31 March 2020: 152 million) denominated primarily in USD, EURO,GBPand CHF currencies for which the exchange differences (net) are being capitalised to cost of property, plant and equipment and foreign currency exposure (financialliabilities) of Nil (31 March 2020: 202 million) denominated in EURO currency for which hedge accounting as per Ind AS 109 was adopted. # The group has foreign exchange forward contracts in multiple currency pairs. The forward contracts shown in the above table are with maturity of less than 1 year.Out of the total, foreign exchange forward contracts amounting to 544 Millions (31 March 2020: 75 Millions) have maturity of less than 6 months and balance

b) Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD, EUR, CHF, GBP and other currencies with all other variables held constant. The below impact on the group's profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:

(` in million)
Currencies / Sensitivit Year ended31 March 2021 Year ended31 March 2020
Increase by 5% Decrease by 5% Increase by 5% Decrease by 5%
(Loss) / Gain (Loss) / Gain
USD 8 (8) 10 (10)
EUR (26) 26 (2) 2
CHF (3) 3 (1) 1
GBP (0) 0 (0) 0
Others 1 (1) 1 (1)

c) Hedge Accounting

The Group's business objective includes safe-guarding its earnings against adverse price movements of foreign exchange and interest rates. The Group has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework which allows for Fair Value and Cash Flow hedges. Hedging instruments include non-derivative instruments to achieve this objective. The table below shows the position of hedging instruments and hedged items as on the balance sheet date. Disclosure of effect of Hedge:

i) Hedging Instruments

(` in million)
Particulars Nominalvalue Assets Carrying amountLiabilities Changes infair value Hedgematurity Line items inconsolidatedbalancesheet
As at 31 March, 2021
Foreign currency risk
Foreigncurrencyriskcomponent - loan payable - - - - - -
As at 31 March, 2020
Foreign currency risk
Foreigncurrencyriskcomponent - loan payable 189 - 202 13 January 2020to March2021 Borrowings

ii) Hedged Items

(` in million)
Particulars Nominal value Changes in fairvalue Cash flowhedge reserve Line items inconsolidatedbalance sheet
As at 31 March, 2021
Foreign currency risk
Highly probable forecasted sales - - - -
As at 31 March, 2020
Foreign currency risk
Highly probable forecasted sales 189 13 13 Other equity

iii) Movement in cash flow hedge reserve

(` in million)
Particulars As at31 March 2021 As at31 March 2020 Line items in consolidatedbalance sheet
At the beginning of the year (13) -
Gain/ (loss) recognised in othercomprehensive income during theyear 13 (13) Othercomprehensiveincome-Items that will be reclassified toprofit or loss
Hedge ineffectiveness recognised inprofit or loss - -
Amount reclassified to Profit and Lossduring the year - -
At the end of the year - (13) Othercomprehensiveincome-Items that will be reclassified toprofit or loss

II Interest rate risk

This refers to risk to group's cash flow and profits on account of movement in market interest rates.

For the group the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the group closely monitors market interest and as appropriate optimise borrowing mix / composition.

a) Interest rate risk exposure

(` in million)
As at31 March 2021 As at31 March 2020
Variable rate borrowings 4,109 6,426
Fixed rate borrowings 1,454 47
Total borrowings 5,563 6,473

Note: The above amount are based on contractual liabilities as at balance sheet date.

b) Interest rate sensitivity

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rate of 50 basis points increase or decrease. The calculations are based on the variable rate borrowings outstanding at balance sheet date. All other parameters are held constant.

(` in million)
Impact on profit before tax
Year ended31 March 2021 Year ended31 March 2020
Interest rates - increase by 50 basis points - loss (21) (32)
Interest rates - decrease by 50 basis points - gain 21 32

53 Capital management

a) Risk management

The group manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the group may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or raise / retire debt. The primary objective of the group's capital management is to maximise the shareholders' value.

For the purpose of the group's capital management, equity includes issued capital, securities premium and other reserves. Net debt includes loans less cash and bank balances. The group manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

The capital composition is as follows:

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Gross debt (inclusive of long term and short term borrowing) 5,561 6,457
Less: Cash and bank balances 2,369 3,674
Net debt 3,192 2,783
Total equity (including non-controlling interest) 17,314 15,412
Total capital 20,506 18,195
Gearing ratio 16% 15%

Cash and bank balance excludes amount liened and unclaimed dividend (Refer note 13)

b) Loan covenants

Borrowings contain certain debt covenants relating to limitation on indebtedness, debt-equity ratio, debt to EBITDA ratio, interest service coverage ratio and debt service coverage ratio. The limitation on indebtedness covenant gets suspended once the Group meets certain prescribed criteria. The debt covenant related to limitation on indebtedness remained suspended as of the date of adoption of the consolidated financial statements. The Group has also satisfied all other important debt covenants prescribed in the respective sanction of bank loan. The deferred sales tax loans do not carry any debt covenant.

54 Fair value measurements

i) The carrying values and fair values of financial instruments by categories are as follows:

(` in million)
Financial assets or financial liabilities Basis ofmeasurement 31 March 2021 As at As at31 March 2020 Fair valuehierarchy
Carryingvalue Fair value Carryingvalue Fair value
Financial assets
Loans Amortised cost 154 154 153 153
Trade receivables Amortised cost 5,891 5,891 4,903 4,903
Cash and bank balances (including bankdeposits) Amortised cost 2,443 2,443 3,715 3,715
Forward contract receivables Fair value 1 1 - - Level 2
Other financial assets Amortised cost 125 125 116 116
Total financial assets 8,614 8,614 8,887 8,887
Financial liabilities
Borrowings (including current maturities) Amortised cost 5,561 5,561 6,457 6,457
Lease Liabilities Amortised cost 882 882 910 910
Trade payables Amortised cost 4,222 4,222 3,538 3,538
Forward contract payables Fair value 1 1 0 0 Level 2
Other financial liabilities Amortised cost 591 591 450 450
Total financial liabilities 11,257 11,257 11,355 11,355

ii) Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the Indian Accounting Standards. An explanation of each level is given below.

  • a) Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
  • b) Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Instruments in the level 2 category for the group include foreign exchange forward contract.
  • c) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.

iii) Financial assets and liabilities measured at fair value through profit or loss at each reporting date

(` in million)
As at31 March 2021 As at31 March 2020
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets measured at FVTPL
Derivative instruments - foreign exchangeforward contracts - 1 - - - -
Total - 1 - - - -
Financial liabilities measured at FVTPL
Derivative instruments - foreign exchangeforward contracts - 1 - - 0 -
Total - 1 - - 0 -

iv) Valuation techniques used to determine fair value

The fair value of foreign exchange forward contracts is determined using forward exchange rates at the balance sheet date.

55 Disclosures pertaining to Ind AS 115 "Revenue from Contracts with Customers"

a) Reconciliation of contract liabilities as at the beginning and at the end of the year

(` in million)
As on31 March 2021 As on31 March 2020
Opening balance of contract liabilities 50 37
Add: Contract liabilities recognised during the year 243 231
Less: Revenue recognised out of contract liabilities 190 218
Less: Refund and write back 1 0
Closing balance of contract liabilities 102 50

b) Revenue earned from :

(` in million)
As on31 March 2021 As on31 March 2020
Trade receivables (net carrying value) 5,891 4,903

c) Disaggregated revenue by timing is as follows. Disaggregated revenue by geographical area is disclosed in note 59.

(` in million)
Timing of transfer of goods/services Year ended 31 March 2021 Year ended 31 March 2020
Sale ofproducts* Servicecharges Total Sale ofproducts* Servicecharges Total
Revenue recognised at a point in time 30,580 146 30,726 27,272 159 27,431
Revenue recognised over time - 172 172 - 149 149

* Includes sale of scrap and excludes export and other incentives

d) Revenue reconciliation as per Ind AS 115 is as under.

(` in million)
Year ended31 March 2021 Year ended31 March 2020
Revenue as per the contracted price* 31,034 27,704
Less: Discounts/rebates given 136 124
Revenue recognised in the consolidated statement of profit and loss 30,898 27,580

* Includes sale of scrap and excludes export and other incentives

56 (i) In context of COVID-19 environment, the Group continues to monitor the developments and is taking necessary precautions.

(ii) The Group has during the year decided to scale down the business of one of its overseas operating units. Impairment of assets and other associated costs on account of scaling down the business has been recognised in the Consolidated Statement of Profit and Loss for the year ended 31 March 2021. Also refer to note no. 41(i).

57 Reconciliation between opening and closing balances in the consolidated balance sheet for liabilities arising from financing activities as required by Ind AS 7 "Statement of Cash Flows" is as under:

(` in million)
As at 1 April2020 Cashinflows Cashoutflows Interestaccrued Non cash changesOther changes(Refer notesbelow) As at 31March 2021
Equity share capital 631 0 - - - 631
Securities premium 885 7 - - 3 895
Non-convertible debentures (including currentmaturities) 509 500 (500) - - 509
Long-term borrowings (including currentmaturities) 3,993 2,952 (3,615) (11) 316 3,635
Lease liabilities 911 - (244) - 215 882
Short-term borrowings 1,955 2,303 (2,859) (3) 21 1,417
(` in million)
As at 1 April2019 Cashinflows Cashoutflows Interestaccrued Non cash changesOther changes(Refer notesbelow) As at 31March 2020
Equity share capital 631 - - - - 631
Securities premium 868 12 - - 5 885
Non-convertible debentures (including currentmaturities) 511 - - (2) - 509
Long-termborrowings(includingcurrentmaturities) 4,688 207 (909) (13) 20 3,993
Lease liabilities - - (221) - 1,132 911
Short-term borrowings 1,126 3,161 (2,309) (2) (21) 1,955

Notes:

i) Other changes in securities premium are on account of transfer from share options outstanding account on exercise of share options (Refer note 17).

ii) Other changes in borrowings and lease liabilities are on account of amortisation of ancillary borrowing costs, exchange difference, borrowing acquired through CSPL during the year (Refer note 58) and lease liabilities recognised in accordance with Ind AS 116 (Refer note 36) respectively.

58 Business combinations

A Summary of acquisition

i) On 1 February 2021, EPL Limited acquired 72.46% of the issued capital of Creative Stylo Packs Private Limited ("CSPL"), engaged in manufacture of corrugated boxes, laminated tubes, plastic co-ex tubes and caps primarily serving personal care, cosmetic, pharmaceuticals and fast moving consumer goods in India, through cash consideration. The remaining 27.54% stake will be purchased through mechanism specified in agreement executed with the selling shareholders of Creative Stylo Packs Private Limited.

Summary of assets acquired and liabilities assumed as at the acquisition date (1 February 2021):

The fair values of the identifiable assets and liabilities of the above mentioned acquired company at the date of acquisition are as under:

(` in million)
Assets
Trade receivable and other financial assets (Current) 197
Inventories 92
Cash and bank balances 3
Other non-current assets 44
Right to use and Other intangible assets 13
Intangible assets - customer relationships 169
Property, plant and equipment 1,014
Total assets (A) 1,532
Less: Liabilities
Borrowings 332
Current liabilities 212
Deferred tax liabilities 89
Non-current liabilities 11
Total liabilities (B) 644
Net identifiable assets (A-B) 888
Less: Non-controlling Interest (27.54%) 245
Net identifiable asset acquired by EPL Limited 643

Purchase Price Allocation

The purchase price is allocated to assets acquired and liabilities assumed based upon determination of fair values at the dates of acquisition is as follows:

(` in million)
Component Acquiree's carryingamount Adjustments onaccount of Fair value Purchase priceallocated
Net assets 537 537
Tangible assets - PPE 239 239
Intangible assets – Customer contracts and relationships 169 169
Deferred tax liability (57) (57)
Total 537 351 888
Less : Non controlling interest (245)
Net assets acquired by Holding company 643
Goodwill 1,017
Total purchase price 1,660

ii) Purchase consideration

(` in million)
Cash paid 1,675
Other consideration (refer note below) (15)
Total purchase consideration 1,660

Note: As per share purchase agreement, certain specified assets and specified liabilities are indemnifiable on happening of specified events on future date.

iii) Computation of goodwill

Goodwill mainly represents the expected synergies that will flow to the Group from combining operations of the acquiree, optimisation of resources and operating on a larger scale in the Packaging Industry.

Goodwill arising on acquisition 1,017
Less: Net assets acquired (643)
Consideration transferred 1,660
(` in million)

iv) Purchase consideration - cash outflow

(` in million)
Cash consideration 1,675
Less: Acquired on acquisition
Cash and bank balances 3
Net outflow of cash - investing activities 1,672

v) Significant judgement & accounting estimates

Ind AS 103 requires the identifiable intangible assets and contingent consideration to be fair valued in order to ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree. Estimates are required to be made in determining the value of contingent consideration and intangible assets. These valuations are conducted by external valuation experts. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by the Management.

B Goodwill movement

(` in million)
As at31 March 2021 As at31 March 2020
Opening balance 142 142
Add: On acquisition of CSPL (Refer note 58. A(iii) above) 1,017 -
Closing Balance 1,159 142

C Other information

  • i) There were no acquisitions in the year ended 31 March 2020
  • ii) The Group has accounted Non-controlling interest in CSPL as a proportionate share of net identifiable assets acquired.
  • iii) Revenue from operations of 196 million and loss after tax of 1 million, pertaining to CSPL, have been included in consolidated statement of profit and loss for the year ended 31 March 2021. Management estimates that if the acquisition had taken place at the beginning of the year, revenue from operations for the Group would have been 31,805 million and the profit before tax for the Group would have been 3,323 million for the year ended 31 March 2021.
  • iv) Acquisition related cost amounting to `13 million have been included in 'Other expenses' in consolidated statement of profit and loss and in operating cash flows in the consolidated cash flow statement.
  • v) The fair value of the trade receivables and other financial assets amounts to 197 million. The gross amount thereof is 197 million. It is expected that the full contractual amounts can be collected in due course.
  • vi) Goodwill recognised on acquisition is not expected to be deductible for income tax purposes.

59 (a) Segment information

The Group is engaged in the business of Plastic Packaging Material. The Chief Operating Decision Maker (CODM) evaluates the Group's performance and allocates resources based on analysis of various performance indicators by geographical segments. The items which are not allocated to segments are shown as "Unallocated".

Geographical segments are:

  • (a) Africa, Middle East and South Asia (AMESA region) include operations in India and Egypt.
  • (b) East Asia Pacific (EAP region) includes operations in China and Philippines
  • (c) AMERICAS region includes operations in United States of America, Mexico and Colombia.
  • (d) EUROPE region includes operations in Germany, United Kingdom, Poland and Russia.

Segment reporting as at and for the year ended 31 March 2021

AMESA EAP AMERICAS EUROPE Unallocated Eliminations Total
Revenue from operations
External sales and services 9,407 7,316 6,507 7,686 - - 30,916
Inter-segment sales and services 527 504 14 - 12 (1,057) -
Total revenue from operations 9,934 7,820 6,521 7,686 12 (1,057) 30,916
Segment results 1,083 1,434 712 625 (24) (21) 3,809
Add / (Less) :
Other income (including interest income of `57 million)
Foreign Exchange difference gain / (loss) (net) (44)
Finance costs (429)
Share of profit / (loss) from associate (9)
Profit before tax and exceptional items 3,472
Less : Exceptional items (net) (Refer note 41)
Profit before tax
Less: Tax expense
Current tax
Deferred tax charge / (credit) (68)
Profit after tax before non-controlling interest 2,443
Less: Non-controlling interest 52
Profit for the year attributable to owners of the Holding Company 2,391

Other information:

AMESA EAP AMERICAS EUROPE Unallocated Eliminations Total
1. Segment assets * 9,521 7,565 5,513 6,087 2,005 (577) 30,114
2. Segment liabilities 2,495 2,099 1,004 1,327 6,314 (439) 12,800
3. Non current assets ** 4,979 2,853 3,278 3,762 1,376 (45) 16,203
4. Capital expenditure 193 335 617 615 - - 1,760
5. Depreciation andamortisation expense 966 466 409 494 19 (8) 2,346

Note :

* Segment assets - unallocated includes investments in associate of ` 149 million.

** Non-current assets are excluding financial assets, deferred tax assets and investment in associate

Segment reporting as at and for the year ended 31 March 2020

(` in million)
AMESA EAP AMERICAS EUROPE Unallocated Eliminations Total
Revenue from operations
External sales and services 8,977 5,706 6,161 6,770 - - 27,614
Inter-segment sales and services 385 524 27 2 8 (946) -
Total revenue from operations 9,362 6,230 6,188 6,772 8 (946) 27,614
Segment results 1,076 998 888 382 (53) 11 3,302
Add / (Less) :
Other income (including interest income of `38 million)133
Foreign Exchange difference gain / (loss) (net) (25)
Finance costs (556)
Share of profit / (loss) from associate (6)
Profit before tax and exceptional items
Less : Exceptional items (net) (Refer note 41)
Profit before tax
Less: Tax expense
Current tax
Deferred tax charge / (credit)
Profit after tax before non-controlling interest 2,116
Less: Non-controlling interest 43
Profit for the year attributable to owners of the Holding Company 2,073
2,848(94)2,754739(101)

Other information:

AMESA EAP AMERICAS EUROPE Unallocated Eliminations Total
1. Segment assets * 9,490 6,394 5,656 6,378 745 (604) 28,059
2. Segment liabilities 2,027 1,498 1,000 1,510 7,101 (489) 12,647
3. Non current assets ** 4,542 2,707 3,069 3,577 411 (53) 14,253
4. Capital expenditure 155 390 355 357 - (14) 1,243
5. Depreciation andamortisation expense 1,001 438 365 484 17 (7) 2,298

Note :

* Segment assets - unallocated includes investments in associate of ` 160 million.

** Non-current assets are excluding financial assets, deferred tax assets and investment in associate.

(b) There is one customer (31 March 2020: one customer) accounting for more than 10% of revenue, amounting to 3,560 million (31 March 20202,926 million)

60 Previous year's figures have been regrouped / rearranged wherever necessary to correspond with current year's classifications / disclosures.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration No. 001076N / N500013 Sudhanshu Vats Sharmila Abhay Karve

Rakesh R. Agarwal Parag Shah Suresh Savaliya Membership No.: 109632 Place: Mumbai Place: Mumbai Date: 20 May 2021 Date: 20 May 2021

Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures as per Companies Act 2013 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

FORM AOC - 1 Part "A" : Subsidiaries

`in Million

No.Sr. Name of the Subsidiary Currency ExchangeRate as on31.03.2021 ShareCapital Reserves &Surplus TotalAssets TotalLiabilities Investment(Otherthan inSubsidiary) Turnover Profitbeforetaxation Provisionfortaxation Profit aftertaxation ProposedDividend % ofShareholding
1 EPL America, LLC US Dollar 73.1100 731 3,573 5,493 1,189 - 5,279 620 154 466 - 100%
2 Lamitube Technologies Limited US Dollar 73.1100 607 6,111 8,918 2,200 - 12 799 117 682 512 100%
3 (Cyprus)TechnologiesLamitubeLimited US Dollar 73.1100 402 38 440 0 - - 181 16 165 - 100%
4 Creative Stylo Packs Private Limited India Rupees 1.0000 23 375 821 423 - 141 9 (0) 9 - 72.46%
5 EPL Packaging (Guangzhou) Limited Chinese Yuan 11.1794 2,574 2,535 6,838 1,729 - 6,821 1,241 169 1,072 - 100%
6 Essel Propack Philippines, Inc Philippine Peso 1.5101 57 121 398 220 - 604 109 30 79 55 100%
7 MTL de Panama S.A US Dollar 73.1100 224 144 470 102 - - 14 - 14 - 100%
8 EPL Propack UK Limited British Pound 100.9050 431 (382) 55 6 - 151 68 10 58 - 100%
9 EPL Propack de Mexico, S.A. de C.V. Mexican Peso 3.5734 420 17 695 258 - 707 57 10 47 - 100%
10 Tubopack de Columbia S.A.S. ColombianPeso 0.0198 8 79 87 0 - - - - - - 100%
11 Laminate Packaging Colombia S.A.S. ColombianPeso 0.0198 29 139 706 538 - 621 (39) (4) (35) - 100%
12 LLC EPL Propack (Russia) Russian Rouble 0.9689 525 (450) 110 35 - 273 (148) (12) (136) - 100%
13 EPL MISR for Advanced Packaging S.A.E. EgyptianPound 4.6635 52 245 633 336 - 1,064 242 58 184 - 75%
14 EPL Poland sp. z.o.o. Polish Zloty 18.4915 3,131 (948) 3,725 1,542 - 4,323 422 7 415 - 100%
15 Arista Tubes, Inc. (Refer note 5) US Dollar 73.1100 1,279 (1,835) 1,248 1,804 - - - - - 439 100%
16 EPL Packaging (Jiangsu) Limited Chinese Yuan 11.1794 727 130 1,047 190 - 1,407 148 37 111 - 100%
17 EPL Deutschland GmbH & Co. KG Euro 85.9611 215 837 1,733 681 - 3,318 232 25 207 - 100%
18 EPL Deutschland Management GmbH Euro 85.9611 4 2 7 1 - 15 0 (0) 0 - 100%

Notes:

  1. Name of subsidiary which is yet to commence operations : None

  2. Name of subsidiary which has been liquidated or sold during the year : None

  3. The above financial numbers are based on the respective audited standalone financial statements without considering elimination / consolidation adjustments.

  4. Zero denotes amount less than one million.

  5. Excludes earnings of subsidiary, Essel Propack America, LLC included in standalone financial statements.

Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Part "B" : Associate

` in Million
--------------
Sr.No. Name of Associate P.T.Lamipack Primula
1 Latest audited Balance Sheet Date 31 March 2021
2 Shares of Associate held by the company on the year end
Number of Shares 2,100
Amount of Investment in Associate 149
Extend of Holding % 30.00%
3 Description of how there is significant influence 30% Indirectholding inAssociate
4 Reason why the associate is not consolidated Equity Method asper Ind AS-28
5 Networth attributable to Shareholding as per latest audited Balance Sheet 151
6 Profit / Loss for the year
i.Considered in Consolidation -15
ii.Not Considered in Consolidation -36

Note:

  1. Names of associate which are yet to commence operations : None

  2. Names of associate which have been liquidated or sold during the year : None

  3. Networth (100%) and Profit / Loss for the year as mentioned above is as per the unaudited financials of respective companies.

For and on behalf of the Board of Directors

Sudhanshu Vats Sharmila Abhay Karve Managing Director and Chief Executive Officer Director (DIN - 05234702) (DIN - 05018751)

Parag Shah Suresh Savaliya

Place: Mumbai Date: 20 May 2021

Forward looking statements: This document or report contains statements about expected future events and financial and operating results of EPL limited and its subsidiaries which may constitute "forward-looking statements". By their nature, forward-looking statements require to make assumptions and are subject to inherent risks and uncertainties. There is risk that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements.

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The trademark or brand ESSEL is jointly owned by Mr. Ashok Goel and his brothers. The Company and its subsidiaries are using the same with their permission and mutual arrangement.

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