23 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:51 PM
Essel Propack Ltd.

BSE

  • 238.00 4.25 (1.82%)
  • Vol: 3580
  • BSE Code: 500135
  • PREV. CLOSE
    233.75
  • OPEN PRICE
    233.95
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    237.05(118)

NSE

  • 237.65 0.00 (0%)
  • Vol: 121484
  • NSE Code: ESSELPACK
  • PREV. CLOSE
    237.65
  • OPEN PRICE
    235.05
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

Essel Propack Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

ESSEL’s PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance pertains to system, by which companies are directed and controlled, keeping in mind long-term interests of stakeholders. It refers to blend of law, regulations 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 relationship with all stakeholders. We at Essel Propack believe in being transparent and we 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 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 towards them. The Code is available on the Company’s website.

Company has received a declaration of compliance with the Code of Conduct from Directors and Senior Management Personnel. The declaration by the 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 Insiders’ (the Code) pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to all Directors and such Designated Persons as defined in the Code.

The detailed report on Corporate Governance for the year ended on 31 March 2016, 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 Directors’ 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 are posted on website of the Company.

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 segments and operations of the Company and other matters as members want. Agenda papers for the Board and committee meetings are finalized in consultation with concerned persons. The minutes of proceeding of each board meetings are maintained in terms of statutory provisions. Meetings of various committee meetings 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 meeting. The Company follows practice to schedule dates of meetings for coming year or as possible. Meetings are largely held in attendance of Chief Operating Officer, CFO 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 consists of 6 Directors as on 31 March 2016, of which 3 are Independent Directors, 2 are Non-executive and 1 Vice Chairman and Managing Director. Independent Directors are 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 compositions of the Board and other details as on 31 March 2016 are as below.

Dr. Subhash Chandra, Mr. Ashok Goel and Mr. Atul Goel are related to each other. None of the other Directors are related to any other Director on the Board.

Mr. Ashok Goel held 3,20,760 equity shares and Dr. Subhash Chandra held 89,305 equity shares in the Company. Other directors are not holding any shares in the Company.

No director of the Company held any options or instrument convertible into shares of the Company.

1.4 Board Meetings and attendance

During the year under review, Board of Directors of the Company met seven times i.e. on April 28, 2015, July 13, 2015, July 30, 2015, October 29, 2015, January 07, 2016, January 21, 2016 and February 25, 2016. 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

1.5 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 others matters. The Company’s Policy and other details in this respect is posted in investors section on the Company’s website or link, http://www.esselpropack.com

2. PERFORMANCE EVALUATION

During the year, the Board conducted a formal annual evaluation mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. 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 were; a) Board Composition, size, mix of skill, experience, and role; b) attendance and deliberation in the meetings; c) contribution/suggestions for effective functioning, development of strategy, board process, policies and others. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

3. POLICY ON APPOINTMENT OF DIRECTOR, QUALIFICATION AND ATTRIBUTES

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

4. AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of Listing Regulations and section 177 of the Companies Act, 2013.

The Audit Committee comprises of 3 members. All members of the Audit Committee are independent directors. The Committee met six times during the year on April 28, 2015, July 30, 2015, October 29, 2015, January 07, 2016, January 21, 2016 and March 28, 2016. Audit Committee meetings are also attended by Chief Financial Officer, COO, representatives of the Statutory Auditor and Internal Auditor and other executives as 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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, appointment and payments to statutory auditors.

5. 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 Companies Act, 2013. The Nomination and remuneration Committee comprises of 3 members. All the members of the Nomination and remuneration committee are independent directors. During the year under review, the Nomination and remuneration Committee met three times i.e. on April 28, 2015, July 30, 2015 and October 29, 2015. The Company Secretary acts as the Secretary to the Committee.

Terms of reference of the NRC includes the matters specified under the Companies Act, 2013 and the Listing Regulations. Broad terms of reference includes; 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.

Terms of reference of the NRC includes the matters specified under the Companies Act, 2013 and the Listing Regulations. Broad terms of reference includes; 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.

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder relationship Committee comprises of 2 members. The Chairperson of the committee is an Independent Director. During the year under review, the Stakeholders’ Relationship Committee met four times on April 28, 2015, July 30, 2015, October 29, 2015 and January 21, 2016.

During the year, two investor complaints were received and all the complaints have been resolved. No investors’ complaints were pending as on March 31, 2016. Terms of Reference and role of the Stakeholders Relationship Committee includes the matters specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Broad terms of reference includes; to consider and resolve the grievances of security holders of the Company, to redress the shareholders’ and investors’ complaints such as those relating to transfer of shares, non-receipt of annual reports, etc.

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 complianceofficer@ ep.esselgroup.com

7. 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 Committees includes corporate social responsibility committee and risk management committee. Details relating to corporate social responsibility committee are given in the Board’s report

9. 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 financial statements and in Board’s Report. Policy on dealing with related party transactions is posted in section ‘Investors>corporate governance’ on the Company’s website or link www.esselpropack.com

b) The Company has complied with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 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 behaviour 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 separate post of Chairman and CEO or Managing Director, sending of quarterly financial results to shareholders through emails and 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 in section of ‘Investors>corporate governance’ in the Company’s website or link www.esselpropack.com

f) There were 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.

g) 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.

10. MEANS OF COMMUNICATION

a) Newspapers: The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers in India viz. Economics Times, DNA 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, etc. are displayed on the company’s website www.esselpropack.com.

c) Website: The Company’s website www. esselpropack. 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.

11. GENERAL SHAREHOLDERS’ INFORMATION

a) Annual General Meeting is scheduled to be held on Friday, 17 June 2016 at 11:00 a.m. at the Company’s registered office at P.O.Vasind, Taluka Shahapur Thane 421604.

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 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: 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 – ESSELPACK.

ISIN – INE 255A01020

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

Series A: Scrip Code: 951429, ISIN: INE255A07514.

Series B: Scrip Code: 951430, ISIN: INE255A07522

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 debenturetrustee@ axistrustee.com

f) Payment of Listing Fees: the Company has paid annual listing fee for the year 2016-17 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:

i) Share Transfer System

Applications for transfer of shares in physical form are minimal and processed through the Company’s Registrar & Transfer Agent. The Share Transfer Committee constituted for transfer / transmission of shares, issue of duplicate shares and allied matters. The transfers 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.

k) Dematerialization of equity shares and liquidity

As on 31 March 2016, 98.77% 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 Trade Payables, Trade Buyer’s Credit, Interest Payable, CAPEX Buyer’s Credit etc. and export exposure includes trade receivable, royalty receivable etc.

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

m) Plant Locations: The Company has plants/units at Vasind, Murbad, Wada, Chakan, Silvassa, Goa and Nalagarh.

n) Registrar & Transfer Agent and Address for Communication

Registrar & Share Transfer Agent:

Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai – 400072. Maharashtra India. Tel No. 022 4043 0200, 28470652, Fax: 022 284 75207.

Appointment of said transfer agent is in process. View the Company’s website www.esselpropack.com for further detail or update.

Registered Office:

P.O. Vasind, Taluka Shahapur, Thane 421604, Maharashtra, Tel: +91 967 333 3971/9882 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 complianceofficer@ep.esselgroup.com, www.esselpropack.com

Investors Service and contact:

Mr. Surje Singh, Sr. Manager – Legal & Secretarial at corporate office as mentioned above. In order to facilitate investor servicing, the Company has a designated email id: investor.grievance@ ep.esselgroup.com for registering queries by investors.

o) Shares in suspense account

The Company during the year transferred 4 shares of 2 shareholders in the name of “Unclaimed Suspense Account”. The details of unclaimed equity shares and shareholders of the Company in unclaimed suspense account as on March 31, 2016 is mentioned below Independent Auditors’ Report   

Aggregate number of Shareholders and the outstanding shares in the suspense account as on April 01, 20153164 unclaimed shares

Number of shareholders who approached Company for transfer of shares from suspense account2 shareholder for 4 shares

Number of shareholders to whom shares were transferred from suspense account 2 shareholder for 4 shares

Aggregate number of shareholders and the Outstanding shares in the suspense account as on March 31, 2016 3160 unclaimed shares