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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 500135ISIN: INE255A01020INDUSTRY: Packaging & Containers

BSE   ` 189.00   Open: 190.15   Today's Range 188.05
191.50
-0.55 ( -0.29 %) Prev Close: 189.55 52 Week Range 171.00
236.00
Year End :2023-03 

f) Employees Stock Option Scheme (ESOPS):

During year ended 31 March 2021, the Company had 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.

During year ended 31 March 2021, pursuant to the said Scheme, 3,836,089 stock options convertible into 3,377,134 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). Also in FY 2021-22, 1,526,718 stock options convertible into equivalent equity shares of ? 2 each at an exercise price of ? 161 per share were granted to eligible employee. During the current year, further 108,226 stock options convertible into equivalent equity shares of ? 2 each at an exercise price of ? 161 per share were granted to eligible employee. Subject to terms and conditions of the Scheme, the said options will vest in a phased manner in every year during the next five years, as per the provisions of the Scheme.

g) 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 during that year.

h) There are no shares bought back or shares issued for consideration other than cash except for bonus equity shares described in point (g) above, during five years preceding 31 March 2023.

i) 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.

j) Pursuant to the scheme of amalgamation of Creative Stylo Packs Private Limited ('CSPL' or 'transferor company') with the Company, on 05 November 2022 the Company has allotted its 2,339,186 equity shares in the ratio of 2,500 fully paid-up equity shares of ? 2 each for every 927 fully paid-up equity shares of ? 10 each of CSPL to the specified shareholders of the transferor company.

Note: Represents: Nil (31 March 2022: 2,339,186) equity shares of ? 2 each, fully paid-up, of the Company to be issued to specified shareholders of CSPL pursuant to the scheme of amalgamation entered between the Company and CSPL. On 05 Nov 2022, the Company has allotted its equity shares in the ratio of 2,500 fully paid-up equity shares of ? 2 each for every 927 fully paid-up equity shares of ? 10 each of CSPL to the specified shareholders of CSPL. Also, refer note 65.

ii) Fair value hierarchy

a) Financial Instrument measured at Fair Value

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.

b) Financial Instrument measured at Amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the Financial Statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled in short term.

iv) Valuation techniques used to determine fair value:

The fair value of mutual funds is determined using quoted price and the fair value of foreign exchange forward contracts is determined

using forward exchange rates at the balance sheet date.

43 (A) Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk;

• Market risk - Foreign currency;

• Market risk - Interest rate; and

• Market risk - Mutual fund price risk

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 takes advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

The Company has used a practical expedient for computing the Expected Credit Loss ('ECL') allowance for trade receivables based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. The ECL allowance is based on the ageing of the receivables. ECL on trade receivables is provided based on past trends, current conditions and Company's view of economic conditions over the expected lives of the receivables. The allowance for lifetime expected credit loss on customer balances for the years ended 31 March 2023 and 31 March 2022 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. Mutual fund investments are made in liquid and overnight plans of renowned asset management company only. The credit risk associated with bank, security deposits and mutual fund investments 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.

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 Japanese Yen ("JPY"), the Pound Sterling ("GBP"), 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 JPY, the GBP, 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.

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.

The value of mutual fund investments quoted and measured at fair value through profit and loss as at 31 March 2023 is ? 150 million (31 March 2022: Nil). A 10% change in price for year ended 31 March 2023 would result in a impact of ? 15 million (31 March 2022: Nil).

43(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.

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.

Share-based payments

Employee stock option plan 2020

a) During year ended 31 March 2021, the Company had 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 the promoters or person belonging to promoter group.

During year ended 31 March 2021, pursuant to the said Scheme 2020, 3,836,089 stock options convertible into 3,377,134 equity shares of ? 2 each at an exercise price of Rs 161 per share and 458,955 equity shares of Rs 2 each at an exercise price of ?268 per share 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). During the previous year, 1,526,718 stock options convertible into equivalent equity shares of ? 2 each at an exercise price of Rs 161 per share were granted to eligible employee. During the current year, further 108,226 stock options convertible into equivalent equity shares of Rs 2 each at an exercise price of Rs 161 per share were granted to eligible employee.

45 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 Life Insurance Corporation of India and HDFC Bank. The gratuity benefit plan is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment. The level of benefit provided depends on the member's length of service and salary at the time of retirement/termination age. 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.

iv. The following is the summary of practical expedients elected on initial application:

a. 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.

b. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

v. Other disclosures:

a. The principle portion and interest portion of the lease payments aggregating to ?151 million (31 March 2022: ?157 million) have been separately disclosed in the statement of cash flows under cash flows from financing activities.

b. Lease contracts entered by the Company, majorly pertains for buildings taken on lease to conduct its business in the ordinary course and data and technology equipment taken on lease for data storage and data hosting. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

55 Dividend of ? 1.31 million (31 March 2022 ? 1.25 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 2023.

56 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.

e. As part of its CSR initiative, the Company has undertaken CSR projects and programs. Thrust areas for CSR includes care and empowerment of the underprivileged, education, drinking water project and rural development.

f. During the current and previous year there is no related party transaction in relation to CSR Expenditure as per relevant accounting standards.

g. Provision for unspent CSR amount transferred to ongoing project "Community Welfare Programme" for the year: ? 5 million (31 March 2022: Nil). Further, amount transferred to ongoing project "Community Waste Management" for the year: Nil (31 March 2022: ? 12 million).

h. Unspent corporate social responsibility liability as at 31 March 2023: ? 11 million (31 March 2022: ?12 million).

57 Research and Development expenditure (R&D)

During the year, the Company has incurred total R & D expenditure of ? 157 million (31 March 2022: ?171 million) including capital expenditure of ? 13 million (31 March 2022: ? 9 million).

65 A. The Board of Directors of the Company at its meeting held on 12 November 2020 had approved the scheme of amalgamation of Creative Stylo Packs Private Limited ('CSPL' or 'transferor company') with the Company (the "Scheme”) under Section 230 to 232 of the Companies Act, 2013 and other applicable statutory provisions. The Scheme was also approved by the respective shareholders and creditors of the Company and CSPL. The Hon'ble National Company Law Tribunal, Mumbai Bench ('NCLT') approved the aforesaid Scheme vide its order dated 16 September 2022 pronouncing 01 February 2021 as the 'Appointed Date'. The certified true copy of the said order was received on 10 October 2022 and the order was filed with the Registrar of Companies on 01 November 2022. Pursuant to the Scheme, on 05 November 2022 the Company allotted its 2,339,186 equity shares in the ratio of 2,500 fully paid-up equity shares of ?2 each for every 927 fully paid-up equity shares of ?10 each of CSPL to the specified shareholders of the transferor company. Accordingly, the Company in its standalone financial statements has accounted for the amalgamation scheme using the acquisition method retrospectively for all the periods presented as prescribed in Ind AS 103 - "Business Combination”, effective from the Appointed Date. The figures for previous periods presented have been accordingly restated viz., as at and year ended 31 March 2022. The summary of impact of the amalgamation on the standalone financial statement is as stated below: