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Directors Report of Huhtamaki PPL Ltd.

Dec 31, 2016

DIRECTORS’ REPORT

The Directors have pleasure in presenting the 67th Annual Report along with the Audited Statements of Accounts for the year ended 31st December, 2016.

FINANCIAL HIGHLIGHTS:

Your Company''s financial performance during the year was as follows:

(Rs,in lacs)

Particulars

2016*

2015*

(Consolidated)

2015*

(Standalone)

Net Sales

215,410

200,975

114

,059

Profit before Tax & Exceptional Item

14,008

11,563

6

,848

Profit before Tax

13,752

11,563

6

,848

Less: Provision for Current Tax

5,974

3,674

1

,988

Provision for Deferred Tax

(737)

16

(51)

Less: Share of Minority Intrest

-

180

-

Profit after Tax

8,515

7,693

4

,911

Add: balance of profit for earlier years

23,800

24,127

23

,756

Add: Profit and Loss balance transferred pursuant to Amalgamation

7,124

-

-

Profit available for appropriation

39,439

31,820

28

,667

Transfer to General Reserve

887

492

492

Transfer to Debenture Redemption Reserve

1,925

1,925

1

,925

Proposed Dividend on Equity Shares & Dividend Tax thereon

2,784

2,450

2

,450

Balance Carried forward

33,843

26,953

23

,800

COMMISSIONING OF NEW MANUFACTURING UNITS:

In line with our philosophy of servicing our customers better, we have established two new manufacturing units in North East India - in Guwahati for Flexibles and in Sikkim for Pressure Sensitive Labels. Both these units have been established to service our customers who have their manufacturing plants in the North East. These units have gone into commercial production from March 2017.

CHANGES IN CAPITAL STRUCTURE

Pursuant to the allotment of shares, consequent to the merger of erstwhile Webtech Labels Private Limited with the Company in April 2017, the paid-up share capital of the Company has increased from Rs, 1454 lakh to '' to Rs, 1510 lakh.

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS :

Since both the subsidiaries have been merged with the Company pursuant to Order of the National Company Law Tribunal, Mumbai Bench, your Company does not have any subsidiaries and hence Form AOC-1 is not applicable.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, and related information of the Company are available on the website of the Company - www.ppl.huhtamaki.com. These documents will be made available to the Members for inspection at the Registered Office of the Company up to the date of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS’ REPORT:

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, S R B C & CO LLP, Chartered Accountants (SRBC) were appointed as Statutory Auditors for a term of five years to hold office from the conclusion of 65th Annual General Meeting up to the conclusion of the 70th Annual General Meeting, subject to ratification at every Annual General Meeting.

The approval of members is being sought for ratification of appointment of SRBC as Statutory Auditors of the Company to examine and audit the accounts of the Company for the Financial Year 2017.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended 31st December, 2016 does not contain any qualification, reservation or adverse remark.

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

Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed there under, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure 1.

BUSINESS RESPONSIBILITY REPORT :

As per Regulation 34 of the Listing Regulations, 2015 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report forms part of this Report and is annexed hereto.

The Business Responsibility Report of the Company for the year ended 31st December, 2016 in line with the green initiative is available on the website of the Company http://www.huhtamaki.com/web/flexible-packaging-india/policies and forms part of this Report and is kept at the registered office of the Company for inspection. A copy of the aforesaid report shall be made available to such shareholders who are desirous of and interested in perusing them, upon receipt of a written request from them.

CORPORATE GOVERNANCE REPORT:

The Report on Corporate Governance and the Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms part of this Report. A declaration signed by the Managing Director in regard to compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses are given in the Management Discussion and Analysis, and forms a part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Olli Koponen, retires by rotation and being eligible, offers himself for re-appointment. Further, as stipulated under Regulation 36 of the Listing Regulations, 2015, his brief resume, is given in the section on Corporate Governance, which forms part of this Annual Report.

Further, at the Extra Ordinary General Meeting (EGM) of the Company held on 30th March, 2017, the shareholders approved the re-appointment of Independent Directors, Mr Arun Gandhi, Mr. N S Chawla, Mr. S K Palekar and Ms. Sukanya Kripalu for a tenure of 3 years and that of Mr. Ramesh Dhir for a tenure of 1 year. Further, the shareholders at the said EGM also approved the re-appointment of Mr. Suresh Gupta, Executive Chairman for a period of 2 years.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors has undertaken an annual evaluation of its own performance, its various Committees and individual directors. The manner in which the performance evaluation has been carried out has been given in detail in the Corporate Governance Report, annexed to this Report.

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act, and Part D of Schedule II of the Listing Regulations, adopted by the Board is appended as Annexure 2 to the Directors'' Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with their roles, rights, responsibilities, nature of the Industry, Company''s strategy, business plan, operations, markets, products, etc. The details of the Company''s Familiarization Programme is available on the Company''s website - web link: http://www.huhtamaki. com/web/flexible-packaging-india/policies.pdf.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

MEETINGS OF THE BOARD:

During the year, nine meetings of the Board of Directors were held, particulars of attendance of directors at the said meetings are detailed in the report on Corporate Governance Report, which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 134 of the Companies Act 2013, your Directors state that :

a. in the preparation of the annual financial statements for the year ended 31st December, 2016, the applicable accounting standards have been followed along with no material departures;

b. appropriate accounting policies have been selected and applied consistently and based on judgments 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 31st December, 2016 and of the profit of the Company for the year ended on that date;

c. 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. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the proper systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively

COST AUDITORS :

The Board has appointed M/s. R. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company to conduct the Cost Audit for the Financial year 2017. Members approval is being sought for ratification of their remuneration as Cost Auditors of the Company for the Financial Year 2017.

SECRETARIAL AUDITOR :

The Board has appointed M/s. S.N. Ananthasubramanian & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial year 2016. The Secretarial Audit Report in prescribed format is annexed as Annexure 3 to this Report.

PARTICULARS OF EMPLOYEES :

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure 4.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Further, the report and the financial statements are being sent to the members excluding the aforesaid statement. Further, in terms of provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is open for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. Further the Annual Report including the aforesaid information is also available on the Company''s website www.ppl.huhtamaki.com.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

Your Company has formulated a policy on related party transactions which is also available on Company''s website at http:// www.huhtamaki.com/web/flexible-packaging-india/policies.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. However, members may refer to Notes to the financial statement which sets out related party disclosures pursuant to the Accounting Standards.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not granted any loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, for the financial year ended 31st December, 2016.

CORPORATE SOCIAL RESPONSIBILITY :

Your Company is committed to Corporate Social Responsibility (CSR) and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates. The Company has implemented various CSR projects in the areas like:

- Community & Societal Development;

- Promotion of education & skill development; and

- Promoting healthcare, including preventive healthcare.

This is in accordance with Schedule VII of the Act, and a detailed report on CSR activities is given in Annexure 5, forming part of this Report.

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee to monitor the CSR activities of the Company, details of which are provided in the Corporate Governance Report, forming part of this Report.

EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company in prescribed format is annexed herewith as Annexure 6 to this Report.

RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS :

The Company has in place mechanism to inform Board Members about the Risk Assessment and Minimization procedures which are periodically reviewed to ensure that risk is controlled by the Executive Management.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management''s Discussion and Analysis, which forms part of this Report.

WHISTLEBLOWER POLICY :

The Company has in place a Whistleblower Policy with a view to provide a mechanism for its directors/employees to approach the Chairman of the Audit Committee, in case of any grievances or concern. The Whistleblower Policy can be accessed on the Company''s website http://www.huhtamaki.com/web/flexible-packaging-india/policies.pdf

DIVIDEND DISTRIBUTION POLICY:

SEBI Listing Regulations requires that the top 500 listed companies based on market capitalization to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated its Dividend Distribution Policy, the details of which is given in Annexure 7 to this Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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. The Audit Committee evaluates the internal financial control system periodically.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act'') and Rules made there under, has constituted an Internal Complaints Committees (ICC). During the year, one case was reported to the ICC which was duly addressed, resolved and disposed of, in accordance with the Company''s Policy and the said Act.

HUMAN RESOURCES (HR):

The Company''s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interests of all employees with the long term organizational goals.

OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure and/or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

- Neither the Managing Director nor the Whole-time Directors of the Company receive remuneration or commission from any of its subsidiaries;

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

- Except for the merger of its subsidiaries with the Company, there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report;

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks, Government Authorities, Customers, Vendors and all its shareholders for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company. Further, the Board would also like to congratulate all employees for achieving an important milestone of successful completion of the Integration exercise.

By Order of the Board For Huhtamaki PPL Ltd.

Suresh Gupta,

Place : Mumbai Chairman

Date: 20th April, 2017 (DIN No.:00235354)


Dec 31, 2014

Dear Members,

The Directors have pleasure in presenting the 65th Annual Report along with the Audited Statements of Accounts for the year ended 31st December, 2014.

The Ministry of Corporate Affairs vide Circular No. 08/2014 dated 4th April, 2014 has clarified that the Financial Statements and the documents required to be attached thereto, the Auditors'' report and Directors'' Report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared Balance Sheet, Statement of Profit and Loss and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

PERFORMANCE DURING THE YEAR (STANDALONE)

Your Company''s performance during the year is summarized below:

(Rs. in lac)

2014 2013

Net Sales 112,428 99,581

Profit before Tax & Exceptional Item 7,509 6,951

Profit before Tax 8,136 7,656

Less: Provision for Current Tax 1,320 2,247

Provision for Deferred Tax 354 (44)

Profit after Tax 6,462 5,453 Add: balance of profit for earlier years 20,384 17,542

Profit available for appropriation 26,846 22,995

Transfer to General Reserve 646 545

Proposed Dividend on Equity Shares & Dividend Tax thereon 2,443 2,066

Balance Carried forward 23,757 20,384

During the year under review, the net sales grew by 13%. PBT margin dropped marginally from 6.98% to 6.68% due to steep increase in input costs. PBT margin including extraordinary item is 7.23%.

After providing for Income Tax of Rs. 1,674 lac, Net Profit after Tax & Extraordinary Items was Rs. 6,462 lac. After transferring an amount of Rs. 646 lac to General Reserve, the amount available for appropriation was Rs. 26,200 lac including amount brought forward of Rs. 20,384 lac of previous year. The Earning per Equity Share (EPS) including Extraordinary Items was Rs. 9.74 and excluding extraordinary items was Rs. 8.79.

DIVIDEND

Your Directors recommend payment of dividend of Rs. 2.80 per equity share (@ 140%) on the Equity Capital for the year ended 31st December, 2014. The said dividend will absorb Rs. 2,443 lac including the dividend distribution tax and cess thereon.

FIXED DEPOSITS

The Company did not invite or accept deposits from public and/or shareholders during the year under review. As of 31st December, 2014, there was no fixed deposit pending with the Company.

change of name

The Company has changed its name from "The Paper Products Limited" to "Huhtamaki PPL Limited" with effect from 27th May, 2014. The change of name was approved by the members in the Annual General Meeting of the Company held on 7th May, 2014. The Registrar of Companies, Mumbai has, on 27th May, 2014, issued the new certificate of incorporation recording the change in the name of the Company.

STATUTORY DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 forms part of this report as Annexure I.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS

Mr. Jukka Moisio retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment. Mr. Suresh Gupta was re-designated as Chairman of the Company w.e.f. 7th August, 2014.

Mr. A. Venkatrangan was appointed as Managing Director - Designate for a period of three years w.e.f. 7th October, 2014.

Mr. Johann Sippel who was a Non-Executive Director of the Company has resigned w.e.f. 7th May, 2014. The Board places on record its appreciation for the guidance and support provided by Mr. Johann Sippel during his tenure as Director of the Company.

Mr. Shashank Sinha was appointed as a Non-Executive Director w.e.f. 7th May, 2014.

Ms. Sukanya Kripalu was appointed as Independent Director w.e.f. 17th March, 2015.

ACQUISITION

On 8th July, 2014, the Company and the Shareholders of Positive Packaging Industries Limited, India, (''Positive'') had entered into a definitive agreement, pursuant to which the Company on 30th January, 2015, acquired 100% of outstanding shares of Positive. This has been completed, after obtaining all necessary approvals. The total enterprise value was Rs. 79,366 lac inclusive of debt and debt like items of Rs. 28,754 lac, subject to closing adjustments. The net amount paid by the Company towards the acquisition is Rs. 50,612 lac. In addition, the Company has incurred expenses towards acquisition amounting to Rs. 492 lac, out of which Rs. 315 lac has been debited to investment account in accordance with Accounting Standard 13 - Accounting for Investments.

This acquisition will contribute significantly to enhanced synergy in technology, market performance and customer satisfaction. Consequent to this acquisition Positive Packaging Industries Limited, India has become 100% subsidiary of the Company.

The Company has funded the above acquisition through the following:

* Issue of 1,00,24,744 equity shares of Rs. 2 each (face value) to Huhtavefa B.V. (''Holding Company'') on Preferential basis in August 2014 at a price of Rs. 134.08 per share.

* Issue of 7% Non-Convertible Debentures of Rs. 38,500 lac on 27th January, 2015 on private placement basis to Huhtalux S.a r.l. ("Huhtamaki Group entity").

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) In the preparation of the annual accounts for the year ended 31st December, 2014 the applicable Accounting Standards have been followed and there are no material departures.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company has at the end of the Financial Year ended 31st December, 2014 and of the profits of the Company for that period.

iii) 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 fraud and other irregularities; and

iv) Annual accounts for the year ended 31st December, 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of this report.

Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement is attached.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st December, 2014.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and do not call for any further comments.

AUDITORS

The Present Auditors of the Company M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E) (part of E&Y network), have expressed their unwillingness to be re-appointed as Auditors of the Company upon their retirement at the forthcoming Annual General Meeting. The Board of Directors, on recommendation of the Audit Committee, recommends the appointment of M/s S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E) (part of E&Y network), as Statutory Auditors of the Company from conclusion of ensuing Annual General Meeting until the conclusion of 70th Annual General Meeting of the Company (Subject to ratification by the Members every year in the Annual General Meeting). A Certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made, would be according to terms and conditions prescribed under section 139 and 141 of the Companies Act, 2013 and rules framed thereunder.

COST AUDITORS

As per the Companies (Cost Records and Audit) Rules 2014 as amended in December, 2014, the Products/activities engaged by the Company, covered under Sr. No 26 (Plastics and polymers- Excise Tariff Chapter No. 39) Sr. No 28 (Paper excise Tariff Chapter No. 48) and Sr. No 31 (other machineries- Excise Tariff Chapter No 84) of the amended Rules (Rule 4- iv) are covered under cost audit from financial year commencing 1st April, 2015. Since Company follows the financial year from 1st January to 31st December, the said cost audit shall be applicable to the Company from financial year commencing on 1st January, 2016. Accordingly Company is not required to undertake cost audit for the financial years 2014 & 2015. Cost Audit Report for Financial Year 2013 was filed with the Ministry of Corporate Affairs on 27th May, 2014.

SUBSIDIARY COMPANY

In terms of General Exemption, under Section 212(8) of the Companies Act, 1956, granted by the Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts, Auditors'' Report thereon and the Reports of the Board of Directors of Webtech Labels Pvt. Ltd., the Company''s subsidiary for the year ended 31st December, 2014 have not been annexed. A statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary is attached to the Accounts.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

INDUSTRIAL RELATIONS

The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation of the services rendered by employees at all levels.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has received one complaint of harassment and same has been disposed off after inquiry by the Internal Complaints Committee holding the concerned employee guilty. Now Company is in the process of taking necessary disciplinary actions.

ACKNOWLEDGMENT

Your Board of Directors wish to express its sincere appreciation for the excellent support and co-operation received from Huhtamaki Group, shareholders, customers, vendors, banks and all other business associates.

By Order of the Board For Huhtamaki PPL Ltd.

Mumbai Suresh Gupta 17th March, 2015 Chairman (DIN No.: 00235354)


Dec 31, 2013

The Directors have pleasure in presenting the 64th Annual Report along with the Audited Statements of Accounts for the year ended 31st December, 2013.

PERFORMANCE DURING THE YEAR (STANDALONE)

Your Company''s performance during the year is summarized below:

(Rs. in lac)

2013 2012

Net Sales 99,581 88,299

Profit before Tax & Exceptional Item 6,951 6,139

Profit before Tax 7,656 6,139

Less: Provision for Current Tax 2,247 1,848

Provision for Deferred Tax (44) (212) Profit after Tax 5,453 4,503

Add: balance of profit for earlier years 17,542 15,383

Profit available for appropriation 22,995 19,886

Transfer to General Reserve 545 450

Proposed Dividend on Equity Shares & Dividend Tax thereon 2,066 1,894

Balance Carried forward 20,384 17,542

During the year under review, the net sales grew by 12.8%. PBT margin improved from 6.95% to 6.98% despite increase in input and energy cost. PBT margin (including exceptional item) is 7.68%. Exceptional Income comprises gain on sale of office property at Nariman Point, Mumbai of Rs. 705 lac (provision for tax includes Rs. 239 lac towards tax on this gain).

After providing for Income Tax of Rs. 2,203 lac, Net Profit after Tax & Exceptional Items was Rs. 5,453 lac. After transferring an amount of Rs. 545 lac to General Reserve, the amount available for appropriation was Rs. 22,450 lac including amount brought forward of Rs. 17,542 lac of previous year. The Earning per Equity Share (EPS) including Exceptional Items was Rs. 8.70 & excluding exceptional items was Rs. 7.96.

DIVIDEND

Your Directors recommend payment of dividend of Rs. 2.80 per equity share i.e. @ 140% on the Equity Capital for the year ended 31st December, 2013. The said dividend will absorb Rs. 2,066 lac including the dividend distribution tax and cess thereon.

FIXED DEPOSITS

The Company did not invite or accept deposits from public and/or shareholders during the year under review. As of 31st December, 2013, there was no fixed deposit pending with the Company.

STATUTORY DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 forms part of this report as Annexure 1.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, as per the provisions of Section 219(b)(iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS

Mr. Arun Kumar Gandhi and Mr. Johann Sippel, retire by rotation at this Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. A. Venkatrangan was re-appointed as an Executive Director for a period of three years w.e.f. 1st July, 2013.

Mr. Suresh Gupta was re-appointed as the Chairman & Managing Director for a period of three years w.e.f. 1st January, 2014.

Mr. Nripjit Singh Chawla was appointed as an Additional Director of the Company w.e.f 12th March, 2013 and was subsequently appointed as Non-Executive, Independent Director on 7th May, 2013.

Mr. Timo Salonen who was an Alternate Director to Mr. Jukka Moisio, Director of the Company has resigned w.e.f 7th August, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) In the preparation of the annual accounts for the year ended 31st December, 2013 the applicable Accounting Standards have been followed and there are no material departures.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st December, 2013 and of the profits of the Company for that period.

iii) 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 fraud and other irregularities; and

iv) Annual accounts for the year ended 31st December, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of this report.

Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement is attached.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st December, 2013.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and therefore do not call for any further comments.

AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and have furnished a certificate under Section 224 of the Companies Act, 1956 regarding their eligibility for re-appointment. The Audit Committee and the Board recommended their re-appointment.

COST AUDITORS

The Board of Directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants, for conducting the audit of the cost accounting records maintained by the Company. The Cost Audit Report and Cost Compliance Report for the calendar year 2012 were filed by the Company on 8th June, 2013, well within the prescribed time limit. The Cost Audit Report and Cost Compliance Report for the calendar year 2013 is expected to be fi led within the prescribed time.

CHANGE IN THE NAME OF THE COMPANY

At the request of Huhtavefa B.V., the Board of Directors have recommended the change in the name of the Company from "The Paper Products Limited" to "Huhtamaki PPL Limited". The Registrar of Companies, Maharashtra, Mumbai, has made the aforesaid name, viz., "Huhtamaki PPL Limited" available to the Company for adoption.

SUBSIDIARY COMPANY

In terms of General Exemption, under Section 212(8) of the Companies Act, 1956, granted by the Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts, Auditors'' Report thereon and the Reports of the Board of Directors of Webtech Labels Pvt. Ltd., the Company''s subsidiary for the year ended 31st December, 2013 have not been annexed. A statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary is attached to the Accounts.

Further, The Annual Accounts and related documents of the Subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountant of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

INDUSTRIAL RELATIONS

The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation of the services rendered by employees at all levels.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up a Committee to look into complaints relating to sexual harassment at work place of any women employee.

In view of the said Act being notified on 9th December, 2013, the Company is in the process of setting up the requisite Committee and putting other Compliance requirements in place.

The Company has not received any complaints relating to sexual harassment at work place from any women employee, during the year.

ACKNOWLEDGMENT

Your Board of Directors wish to express its sincere appreciation for the excellent support and co-operation received from Huhtamaki Group, shareholders, customers, vendors, banks and all other business associates.

By Order of the Board

For THE PAPER PRODUCTS LIMITED

Mumbai SURESH GUPTA

21st March, 2014 Chairman & Managing Director


Dec 31, 2012

The Directors have pleasure in presenting the 63rd Annual Report along with the Audited Statements of Accounts for the year ended December 31, 2012.

PERFORMANCE DURING THE YEAR (STANDALONE)

Your Company''s performance during the year is summarized below:

(Rs. in Lacs)

2012 2011

Net Sales 88299 79730

Profit before Tax & Extra ordinary Items 6139 6246

Less: Provision for Current Tax 1848 1675

Provision for Deferred Tax (212) (394)

Extraordinary Items (Net of Tax) - 294

Profit after Tax 4503 5259

Add: balance of profit for earlier years 15383 12393

Profit available for appropriation 19886 17652

Transfer to General Reserve 450 526

Proposed Dividend on Equity Shares & Dividend Tax thereon 1894 1743

Balance Carried forward 17542 15383

During the year under review, the net sales grew by 10.7%. PBT margin dropped marginally to 7.0% from 7.8% primarily due to steep increase in input and energy costs.

After transferring an amount of Rs. 450 Lacs to General Reserve, the balance available for appropriation was Rs. 19436 Lacs including amount brought forward of Rs. 15383 Lacs of previous year. The Earning per Equity Share (EPS) including/excluding extraordinary items was Rs. 7.18.

During the year under review the Company acquired 51% Equity stake in Webtech Labels Pvt. Ltd., at a cost of Rs. 3879 Lacs. Wabtec Labels Pvt. Ltd. had a total outstanding debit of Rs. 2617 Lacs as on the date of acquisition. Wabtec Labels Pvt. Ltd. is a leader in the Specialized Indian Pressure Sensitive Labels Sector.

DIVIDEND

Your Directors recommend payment of dividend of Rs. 2.60 per equity share i.e. @ 130% on the Equity Capital for the year ended December 31, 2012. The said dividend will absorb Rs. 1894 Lacs including the dividend distribution tax & cess thereon.

FIXED DEPOSITS

The Company did not invite or accept deposits from public and/or shareholders during the year under review. As of December 31, 2012, there was no fixed deposit pending with the Company.

STATUTORY DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 forms part of this report as Annexure I.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. However, as per the provisions of Section 219(b)(iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS

Mr. R. K. Dhir and Mr. S. K. Palekar, retire by rotation at this Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. M. K. Srinivasan resigned as the CEO & Executive Director of the Company w.e.f June 30, 2012. The Board places on record its appreciation for the services rendered by Mr. M. K. Srinivasan as CEO & Executive Director of the Company.

Mr. K. C. Narang retired as Director of the Company w.e.f March 12, 2013 after serving on the Board for 30 years. The Board places on record its appreciation for the invaluable contribution made during his tenure as Director of the Company.

Mr. A. Venkatrangan was appointed as an Additional Director of the Company w.e.f June 4, 2012. Mr. A. Venkatrangan was appointed as Executive Director of the Company w.e.f July 1, 2012.

Mr. Nripjit Singh Chawla was appointed as an Additional Director of the Company w.e.f March 12, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) In the preparation of the annual accounts for the year ended December 31, 2012 the applicable Accounting Standards have been followed and there are no material departures.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended December 31, 2012 and of the profi t of the Company for that period.

iii) 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 fraud and other irregularities.

iv) Annual accounts for the year ended December 31, 2012 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of this report.

Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement is attached.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended December 31, 2012.

AUDITORS'' REPORT

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and therefore do not call for any further comments.

AUDITORS

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and have furnished a certificate under Section 224 of the Companies Act, 1956 regarding their eligibility for re-appointment. The Board and the Audit Committee have recommended the appointment.

COST AUDITORS

The Board of Directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for the products covered under Chapter 48 and Chapter 76 of the Central Excise Tariff Act, for the calendar year 2012. The Cost Audit report for the year 2012 is awaited.

SUBSIDIARY COMPANY

In terms of General Exemption, under Section 212(8) of the Companies Act, 1956, granted by the Ministry of Corporate Affairs vide its circular no. 02/2011 dated February 8, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts, Auditors'' Report thereon and the Reports of the Board of Directors of the Company''s subsidiary for the year ended December 31, 2012 have not been annexed. The Annual Accounts and related documents of the Subsidiary company shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. However, as directed by the said circular, the financial data of the Subsidiary have been furnished under "Subsidiary Company Particulars" forming part of the Annual Report (refer page no. 62). Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountant of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

INDUSTRIAL RELATIONS

The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation of the services rendered by employees at all levels.

ACKNOWLEDGMENT

Your Board of Directors wish to express its sincere appreciation for the excellent support and co-operation received from Huhtamaki Group, shareholders, customers, vendors, banks and all other business associates.

By Order of the Board

For THE PAPER PRODUCTS LIMITED

Mumbai SURESH GUPTA

March 12, 2013 Chairman & Managing Director


Dec 31, 2011

The Directors have pleasure in presenting the 62nd Annual Report along with the Audited Statement of Accounts for the year ended December 31, 2011.

PERFORMANCE DURING THE YEAR

Your Company's performance during the year is summarized below:

(Rupees in Million)

2011 2010

Net Sales 7973.0 7040.1

Profit before Tax & Extraordinary Items 624.6 585.5

Less: Provision for Current Tax 167.5 152.8

Provision for Deferred Tax (39.4) (18.0)

Extraordinary Items (Net of Tax) 29.4 30.5

Profit after Tax 525.9 481.2

Add: balance of profit for earlier years 1239.3 966.2

Excess provision for dividend tax for earlier year - 0.8

Profit available for appropriation 1765.2 1448.2

Transfer to General Reserve 52.6 48.1

Proposed Dividend on Equity Shares & Dividend Tax thereon 174.3 160.8

Balance Carried forward 1538.3 1239.3

During the year under review, the net sales were Rs. 7973.0 Mn as compared to Rs. 7040.1 Mn in the previous year. Profit Before Tax & Extraordinary Items was Rs. 624.6 Mn as compared to Rs. 585.5 Mn in the previous year.

After providing for Income Tax of Rs. 128.1 Mn, Net Profit after Tax & Extraordinary Items was Rs. 525.9 Mn. Further, after transferring an amount of Rs. 52.6 Mn to General Reserve, the amount available for appropriation was Rs. 1712.6 Mn including amount brought forward of Rs. 1239.3 Mn of previous year. The Earning per Equity Share (EPS) including extraordinary items was Rs. 8.39 and the Earning per Equity Share (EPS) excluding extraordinary items was Rs. 7.92.

DIVIDEND

Your Directors recommend payment of dividend of Rs.2.40 per equity share, i.e. @ 120% on the Equity Capital for the year ended December 31, 2011. The said Equity dividend will absorb a sum of Rs. 174.3 Mn including the dividend distribution tax & cess thereon.

FIXED DEPOSITS

The Company did not invite or accept deposits from public and/or shareholders during the year under review. As of December 31, 2011, there was no fixed deposit pending with the Company.

STATUTORY DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 forms part of this report as Annexure I.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

DIRECTORS

Mr. P. V. Narayanan and Mr. Jukka Moisio, retire by rotation at this Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Vibhu Talwar resigned as Director from the Board w.e.f. May 7, 2011. The Board places on record its appreciation for the guidance and support provided by Mr. Vibhu Talwar during his tenure as Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) In the preparation of the annual accounts for the year ended December 31, 2011 the applicable Accounting Standards have been followed and there are no material departures.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended December 31, 2011 and of the profit of the Company for that period.

iii) 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 fraud and other irregularities.

iv) Annual accounts for the year ended December 31, 2011 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms part of this report.

Certificate from the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated under Clause 49 of the Listing Agreement is attached.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended December 31, 2011.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self explanatory and therefore do not call for any further comments.

AUDITORS

The present Auditors of the Company, M/s S. V. Ghatalia & Associates, Chartered Accountants, have expressed their unwillingness to be re-appointed as Auditors of the Company on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their tenure with the Company. The Board recommends the appointment of M/s S. R. Batliboi & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the 62nd Annual General Meeting until the conclusion of the 63rd Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors of the Company.

COST AUDITORS

The Board of Directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants for conducting the audit of the cost accounting records maintained by the Company for the products covered under Chapter 48 and Chapter 76 of the Central Excise Tariff Act, as may be applicable to the Company for the calendar year 2012.

INDUSTRIAL RELATIONS

The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation of the services rendered by employees at all levels.

ACKNOWLEDGEMENT

Your Board of Directors wish to express its sincere appreciation for the excellent support and co-operation received from Huhtamaki Group, Shareholders, Customers, Vendors, Banks and all other business associates.

By Order of the Board

For THE PAPER PRODUCTS LIMITED

Mumbai SURESH GUPTA

21st March, 2012 Chairman & Managing Director


Dec 31, 2009

The Directors have pleasure in presenting the 60th Annual Report along with the Audited Statement of Accounts for the year ended 31st December 2009.

PERFORMANCE DURING THE YEAR

Your companys performance during the year is summarized below:

(Rupees in Million)

2009 2008

Net Sales 5776.9 6120.9

Profit Before Tax 495.7 297.7

Less: Provision for Current Tax 122.0 96.0

Provision for Deferred Tax (1.2) (16.2)

Provision for Fringe Benefits Tax 1.2 5.0

Profit after Tax 373.7 212.9

Add: balance of profit for earlier years 849.9 790.3

Profit available for appropriation 1223.6 1003.2

Transfer to General Reserve 37.4 21.3

Proposed Dividend on Equity Shares & Dividend Tax thereon 146.7 132.0 Proposed one time Platinum Jubilee Dividend on Equity Shares & Dividend tax thereon 73.3 -

Balance Carried forward 966.2 849.9

During the year under review, the net sales were Rs. 5776.9 million as compared to Rs. 6120.9 million in the previous year. Profit Before Tax was Rs. 495.7 million as compared to Rs. 297.7 million in the previous year.

After providing for Income Tax of Rs. 122.0 million, Profit after tax was Rs. 373.7 million. Further after transferring an amount of Rs. 37.4 million to General Reserve, the amount available for appropriation was Rs. 1186.2 million including amount brought forward of Rs.849.9 million of previous year. The Earning per Equity Share (EPS) was Rs. 5.96.

CORPORATE GOVERNANCE

A separate report on Corporate Governance measures adopted by the Company forms part of this report.

Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the said Corporate Governance Report.

DIVIDEND

Your Directors recommend the payment of dividend of Rs. 21- per equity share, i.e. @ 100% on the Equity Capital for the year ended 31st December 2009. In addition to this, they also recommend a one time Platinum Jubilee dividend of Re. 1/- per equity share. The said Equity dividends will absorb a sum of Rs. 220 million including the dividend distribution tax thereon.

FIXED DEPOSITS

The Company did not invite or accept deposits from public and/or shareholders during the year under review. As of 31st December 2009 there was no fixed deposit pending with the Company.

STATUTORY DISCLOSURES

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 21 7(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 forms part of this report as Annexure I.

In terms of the provisions of Section 21 7 (2A) of the Companies Act, 1956, read with the Companies (particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

DIRECTORS

a) Mr. Suresh Gupta and Mr. Ramesh Kumar Dhir, retire by rotation at this Annual General Meeting and being eligible have offered themselves for re-appointment.

b) Mr. Jukka Moisio was appointed as Director in casual vacancy, in the meeting of Board of Directors of the Company held on 23rd April 2008, arising due to withdrawal of nominee directorship of Mr. Heikki Takanen by the Holding Company, M/s Huhtavefa B V. in terms of the provisions of Section 262 read with Sections 255 and 256 of the Companies Act 1956, Mr. Jukka Moisio will hold office as Director only upto the date of this Annual General Meeting. A notice has been received from a member proposing the name of Mr. Jukka Moisio for election to the office of Director and therefore necessary agenda item for his appointment as director forms part of notice of 60th Annual General Meeting.

c) Mr. Henricus Beek ceased to be director of the Company, in view of withdrawal of nomination by the Holding Company and in his place Mr. Johann Sippel has been appointed as director in casual vacancy with effect from 27th January 2010. Consequently Mr. Juha Salonen, who was alternate director to Mr. Henricus Beek, has been appointed as alternate director to Mr. Johann Sippel.

d) Your Directors at their meeting held on 10th March 2010 have re-designated Mr. Suresh Gupta as the Chairman & Managing Director of the Company. Mr. K C Narang will continue to be an Independent Director of the Company and your Directors and the Company will continue to benefit from his advice and guidance.

e) Your Directors at their meeting held on 10th March 2010 appointed Mr. M K Srinivasan as additional director with effect from 25th March 2010, to be designated as Chief Executive Officer & Executive Director of the Company. Mr. M K Srinivasan brings with him more than 26 years of rich and varied experience. Your Directors welcome him on Board and are confident that under his able stewardship your Company will achieve the goals it has set forth for itself. In terms of Section 260 of the Companies Act 1956, he would hold office till the date of the ensuing Annual General Meeting. A notice has been received from a member proposing his candidature for appointment as a Director and accordingly necessary agenda item relating to his appointment as Director forms part of the Notice convening the 60th Annual General Meeting.

Your Directors have, at their Meeting held on 10th March 2010, reconstituted the Audit Committee of the Board by appointing Mr. K C Narang, Independent Director as the Chairman of the Committee vice Mr. P V Narayanan who continues to be a member of the Committee.

Your Directors place on record appreciation for valuable services rendered by Mr. Henricus Beek as Director, Mr. K C Narang as the Chairman of the Board and Mr. P V Narayanan as the Chairman of the Audit Committee



MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st December 2009.

RECONSTRUCTION OF THANE PLANT

The reconstruction of Companys Thane Plant and relocation of operations have been completed during the year and reconstructed facility is full operational. The new facility was formally inaugurated on 28th January 2010 by Huhtamaki Group CEO Mr. Jukka Moisio in presence of other directors and our respected customers.

ERP GO LIVE

The Company has implemented Oracle ERP system, which has gone live during October 2009. Due to black out period, teething issues, sales in the month of October 2009 were severely affected. Since then the system is stabilizing and the Company is moving towards normalized sales level.

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors, I confirm that:

i) In the preparation of the annual accounts for the year ended 31st December, 2009 the applicable accounting standards have been followed and there are no material departures.

ii) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year ended 31st December 2009 and of the profit or loss of the company for that period.

iii) 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 fraud and other irregularities.

iv) Annual accounts for the year ended 31st December 2009 have been prepared on a going concern basis.

AUDITORS REPORT

The Auditors Report does not contain any qualification and the Notes on Accounts referred to in the Auditors report are self explanatory and therefore do not call for any further comments.

AUDITORS

The present Auditors of the Company, Messrs B S R & Associates, Chartered Accountants, have expressed their unwillingness to be re-appointed as Auditors of the Company on their retirement at the forthcoming Annual General Meeting. The Board records its appreciation for the assistance and guidance provided by them during their long tenure with the Company. The Board recommends the appointment of Messrs S. V. Chatalia & Associates, Chartered Accountants and a member firm of Ernst & Young Global network, as Auditors of the Company from the conclusion of the 60th Annual General Meeting until the conclusion of the 61st Annual General Meeting of the Company on such remuneration as may be fixed by the Board of Directors of the Company.

INDUSTRIAL RELATIONS

Relations with our people at all the units continued to be cordial.

Your Directors wish to express their appreciation for the support and co-operation received from Banks, Government Authorities and Shareholders during the year under review. PPL is a peoples company and your Directors place on record their appreciation for the services rendered by our people.

By Order of the Board For THE PAPER PRODUCTS LIMITED

Mumbai K. C. NARANG

10,th March, 2010 Chairman

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