The Directors are pleased to present their Report on your Company''s
 business operations alongwith the audited statement of accounts for the
 financial year ended March 31, 2012.
 
 In a year that posed a challenging economic and business environment in
 terms of rising input costs, sharp rupee devaluation, high interest
 rates in India and sluggish economic growth, your Company by focusing
 on pro- active customer development, efficiency improvement and cost
 control measures was able to post satisfactory results both on India
 Standalone and Consolidated basis.
 
 Following the sanction by the Hon''ble Board of Industrial & Financial
 Reconstruction (BIFR) at its hearing held on May 10, 2012 of a Modified
 Scheme involving the merger of Ras Propack Lamipack Limited (RPLL) and
 Ras Extrusions Limited (REL), both sick companies where your Company
 was earlier joined as a co-promoter, the said companies merged with
 your Company from the appointed date i.e. April 1, 2011 in terms of the
 scheme of merger approved by the members earlier this year.
 Accordingly, the merger has been given effect in the accounts of your
 Company for the year ended March 31, 2012 and to this extent, the
 results of the year are not strictly comparable with those of the
 previous year.
 
 Results of Operations:
 
 India standalone results:
 
 The summary results are set out below:
 
                                                (Rs. Million)
 
                                         Year           Year
                                         ended          ended
                                         31.03.2012     31.03.2011
 
 Total Revenue (excluding                 5,419         4,754
 Excise duty)
 
 Total expenditure                       (4,030)       (3,284)
 
 Profit Before Depreciation,              1,389         1,469
 
 Interest and Tax
 
 Finance cost                              (587)         (594)
 
 Depreciation                              (286)         (243)
 
 Profit before Tax and                      516           632
 exceptional items
 
 Tax                                        (25)         (192)
 
 Profit after Tax                           491           441
 
 Appropriations:
 
 Dividend recommended                       119           109
 (inclusive of tax)
 
 Transfer to General Reserve                 49            44
 
 A strong sales growth of 18.7% driven by robust volumes and a lower tax
 incidence on account of the merger and availment of MAT credit helped
 the Company to off-set higher input and energy costs and post a Net
 profit of Rs. 491 million as against Rs. 441 million in the previous year.
 
 Consolidated Global results:
 
 The summary results are set out below:
 
                                             (Rs. Million)
 
                                           Year           Year
                                           ended          ended
                                         31.03.2012     31.03.2011
 
 Total Revenue (excluding                16,034         14,347
 Excise duty)
 
 Profit before Depreciation,              2,864          2,750
 
 Finance and Tax
 
 Finance cost                              (841)          (851)
 
 Depreciation                            (1,170)        (1,070)
 
 Profit before Tax and                      853            829
 exceptional items
 
 Exceptional items                          (13)           (45)
 
 Tax                                       (223)          (338)
 
 Share of profits from                       24             25
 associates
 
 Minority interest                          (25)           (30)
 
 Profit after Tax and minority              616            441
 interest from continuing
 operations
 
 Profit/(Loss) from                        (102)            31
 discontinued operations
 
 Net profit                                 514            473
 
 Strong sales growth in India, improved profitability in the Americas
 operations, sharp reduction in the losses of Europe operations and a
 lower tax incidence, underpin higher net profit of Rs. 616 million on
 consolidated basis from the continuing operations, as compared to Rs. 441
 million in the previous year. Loss of Rs. 102 million on account of
 discontinuing operations for the year, relates to settlement during the
 year of certain claims of the medical device subsidiary divested in the
 year 2009. Consequently, the consolidated net profit of the Company for
 the year is Rs. 514 million as against Rs. 473 million in the previous
 year.
 
 Review of business and operations:
 
 Your Company is a leading manufacturer globally of multi- layered
 plastic collapsible tubes and laminates, considered as specialty
 packaging. Its tubes are extensively used by industry in the packing of
 their products spanning categories such as toothpaste, cosmetics, foods
 and pharmaceuticals. Packaging plays an important role in protecting
 the product, keeping it fresh and potent and making for its aesthetics
 and display value in the retail shelf, besides helping to deliver it to
 consumer in an efficient and convenient manner. The packaging industry
 continues to grow given its symbiotic linkage to products of mass daily
 consumption. The growth in developing markets like India is even more
 pronounced. As a leader in the tube space, your Company is constantly
 striving to grow the market and gain share through innovative offerings
 and efficient supply chain.
 
 India:
 
 Your Company having pioneered laminated tubes in India since the
 1980''s, continues to be the market leader.  The toothpaste category is
 a pre-dominant user of the laminated tubes in India. This category
 holds high growth potential given the current low per capita usage of
 tooth paste and the growing income and awareness levels and will
 continue to power your Company''s sales.
 
 Complementing this, your Company is actively promoting the use of high
 value laminated and plastic extruded tubes in categories such as
 cosmetics, foods and pharmaceuticals. The increasing number and range
 of customers and SKUs bear testimony to your Company''s success with
 this strategic foray. So much so, over 47% of your Company''s India
 sales this year is from the non- oral care category.
 
 Your Company''s innovation driven R&D, show-cased to customers as
 Creativity & Innovation (C&I) has been powering these efforts through a
 pipeline of innovations in material structure, product dispensing,
 ''look and feel'' features, and product recyclability. During the year,
 your Company filed 18 patent applications. Your Company has invested in
 printing technologies which can produce high impact graphics and
 decoration and can flexibly cater to varying run sizes and print
 customization.
 
 During the year, your Company ramped up its new plastic tube capacity
 at Wada and continued to invest in new capacities to support the fast
 growing demand. Customer service process was strengthened in order to
 achieve higher order servicing levels and faster order turnaround.
 
 The rupee devaluation coupled with escalating global commodity prices
 put pressure on input costs. While your Company has an established
 process of regular price review and pass through of cost escalation,
 the margins were impacted on account of the lag effect in passing
 through the cost escalation. Your Company has also initiated in
 parallel, a number of measures to improve material and machine
 productivity and to make its cost structure even more competitive on
 long term basis.
 
 Subsidiary operations:
 
 Being a global player in the laminated and plastic extruded tubes, your
 Company has active manufacturing and marketing presence in eleven other
 countries through its direct and step down subsidiaries, joint ventures
 and associates. Your Company also has a wholly owned subsidiary in
 India to manufacture and market flexible packaging used in the packing
 of home care, personal care, food and pharma products. All these
 subsidiaries / joint ventures / associates continue to work closely
 with the customers and grow their business with product offerings
 relevant to their markets.
 
 There was no change in the subsidiaries or in the holding pattern
 during the year under report. Following the re- organisation of your
 Company''s Egypt business, the Egyptian Indian company for Modern
 Packaging S.A.E.  closed its operations during the year.
 
 With a view to improving the cost structure, Essel Propack UK Limited,
 UK has closed its manufacturing operations in the UK at the end of the
 year and going forward will source its sales requirements from other
 Essel Propack''s group companies in Europe. The closure costs have been
 provided in the consolidated accounts under ''exceptional items''.
 
 As per Section 212 of the Companies Act, 1956, the Company is required
 to attach the Report of Board of Directors and Auditors'', Balance sheet
 and Statement of Profit and Loss (financial statements) of its
 subsidiaries.  In view of the general exemption granted by the Ministry
 of Corporate Affairs, Central Government vide General Circular no. 2,
 2011 dated February 8, 2011, the said reports and financial statements
 of the subsidiaries are not attached. The Company will make available
 annual accounts of the subsidiary companies and the related prescribed
 information, where applicable, upon request by any member of the
 Company. Any member interested in obtaining such particulars may
 inspect the same at the Company''s registered and corporate office
 between 11.00 a.m. to 1.00 p.m. on all working days till the date of
 the 29th Annual General meeting.
 
 The Consolidated Financial Statements presented by the Company include
 financial results of all its subsidiaries.
 
 Joint ventures and Associates:
 
 Your Company has a joint venture for manufacture of laminated tubes in
 Germany and an associate company in Indonesia. These continued to be
 profitable and their results have been appropriately considered in the
 consolidated financial results of your Company.
 
 Management Discussion and Analysis:
 
 The Management Discussion and Analysis of the operations of your
 Company and all of its subsidiaries, associates and joint ventures is
 provided in a separate section of the Annual Report and forms part of
 the Directors'' Report.
 
 Merger of Ras Propack Lamipack Limited (RPLL) and Ras Extrusions
 Limited (REL), sick industrial companies with the Company:
 
 Hon''ble BIFR in its hearing held on May 10, 2012, sanctioned a
 ''Modified Scheme'' including Scheme of Merger (''the Scheme'') of Ras
 Propack Lamipack Limited (RPLL) and Ras Extrusions Limited (REL) with
 Essel Propack Limited (EPL) from the appointed date of April 1, 2011.
 The merger has since been effected and the other formalities including
 the issue of your Company''s shares to the shareholders of RPLL and REL
 as per the share exchange ratio stipulated in the Merger scheme would
 be completed shortly. Consequently, your Company will issue 500,155
 equity shares of face value of Rs. 2 each to the equity shareholders of
 RPLL and REL, while your Company''s existing holding of equity shares in
 these two companies will be cancelled. Pending allotment of these new
 shares, your Company has credited the same to share suspense account.
 Your Directors extend their warm welcome to the members of RPLL and REL
 on their joining the Essel Propack family. Your Company will work to
 improve the operations of the RPLL and REL facilities and leverage
 their existing capacity to create value for all shareholders.
 
 Dividend:
 
 Taking into account the profits reported, the overall need to maximize
 internal accruals as means to lower your Company''s financial gearing
 and keeping in mind the interests of the shareholders, your Directors
 recommend a dividend of Rs. 0.65 per share of face value of Rs. 2 each, for
 the financial year ending on March 31, 2012.  (previous financial year:
 Rs. 0.60 per share of face value of Rs. 2 each). The shares issued pursuant
 to merger will also be entitled to the aforesaid dividend in respect of
 the full financial year.
 
 Finance and Accounts:
 
 Your Company continues to focus on reducing financial leverage and
 finance costs through enhancing capital productivity and improving cash
 generation. Forex and interest rate exposures are closely reviewed and
 appropriately hedged in order to minimize risk.
 
 Your Company closely plans and monitors its fund flow with a view to
 maintaining a healthy mix of long and short term debt that is optimal
 in terms of cost, flexibility and risk. The Euro crisis during the
 second half of the year 2011, caused some delay in the timely
 completion of the borrowing programme of your Company''s overseas
 subsidiaries. Being just a timing issue, your Company supported their
 requirement through advances resulting in an increase in short term
 borrowings in the India standalone balance sheet. The subsidiaries have
 since successfully raised finances and repaid these advances to your
 Company to reduce the short term debt.
 
 Buy-Back of shares:
 
 Your Company has not announced in the last three years any Share
 Buy-Back programme. If there is any future proposal for Buy-Back, fresh
 mandate will be sought from the members as necessary under the
 applicable guidelines.
 
 Public Deposits:
 
 Your Company has not accepted any fixed deposits from the public and
 there are no outstanding fixed deposits from the public as on March 31,
 2012.
 
 Human Capital:
 
 Your Company has 852 employees in India and 2,546 employees globally as
 of March 31, 2012. The information on employees'' remuneration as per
 Section 217 (2A) of the Companies Act, 1956 (the Act) read with the
 Companies (Particulars of Employees) Rules, 1975, as amended till date,
 forms part of this Report. However, as per provisions of Section
 219(1)(b)iv of the Act, the Report and Accounts are being sent to all
 the members, excluding the statement containing the particulars of
 employees to be provided under Section 217(2A) of the Act. Any member
 interested in obtaining such particulars may inspect the same at the
 Company''s registered and corporate office between 11.00 a.m. to 1.00
 p.m. on all working days till the date of the 29th Annual General
 Meeting. Further, those seeking a copy of the said statement may write
 to the Company Secretary at the Corporate Office.
 
 Directors:
 
 The following Directors seek re-appointment:
 
 Mr. Subhash Chandra, Director of the Company, retires by rotation and
 being eligible, offers himself for re- appointment.
 
 Mr. Mukund M. Chitale, Director of the Company, retires by rotation and
 being eligible, offers himself for re- appointment.
 
 Brief resumes of Mr. Subhash Chandra and Mr. Mukund M. Chitale as
 required by Clause 49 of the Listing Agreement with the Stock Exchanges
 is annexed to the Notice convening the 29th Annual General Meeting of
 the Company.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by
 the Companies (Amendment) Act, 2000, the Directors confirm that:
 
 1.  In the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed and no material departures have
 been made from the same;
 
 2.  Appropriate Accounting Policies have been selected and applied
 consistently and have made judgment and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at March 31, 2012 and of the profit for the financial
 year ended March 31, 2012;
 
 3.  Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 
 4.  The Annual Accounts have been prepared on a going concern basis.
 
 Auditors:
 
 M/s MGB & Co., Chartered Accountants, Statutory Auditors of the
 Company, retire at the forthcoming Annual General Meeting and being
 eligible, offer themselves for re-appointment.
 
 Corporate Governance:
 
 Your Company has complied with the Corporate Governance requirements as
 per the revised Clause 49 of the Listing Agreement with the Stock
 Exchanges. A separate report on Corporate Governance along with a
 Certificate of Compliance from the Auditors, forms a part of this
 Report.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo:
 
 The information as prescribed under Section 217 (1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988, is given in a separate
 annexure, which forms a part of this Report.
 
 Cautionary Statement:
 
 Statements in the Directors'' 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.
 
 Appreciation:
 
 Your Directors wish to place on record their appreciation for the
 co-operation and support received from banks and financial
 institutions, customers, suppliers, members and employees towards the
 growth and prosperity of your Company and look forward to their
 continued support.
 
 For and on behalf of the Board of Directors
 
 ESSEL PROPACK LIMITED
 
 Subhash Chandra
 
 Chairman
 
 Mumbai, August 31, 2012