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Directors Report of Huhtamaki India Ltd.

Dec 31, 2022

Your Directors have pleasure in presenting the 73rd Annual Report of Huhtamaki India Limited along with the Audited Statements of Accounts for the year ended December 31, 2022.

FINANCIAL HIGHLIGHTS:

Your Company’s financial performance during the year was as under:

(All amounts ^ in Million, unless otherwise stated)

Particulars

2022

2021

Net Sales

29,165.0

25,708.6

Profit/(Loss) before Tax & Exceptional Item

559.3

(5.9)

Exceptional Item (Expenses)

-

309.8

Profit/(Loss) after Exceptional items & before Tax

559.3

(315.7)

Less: Provision for Current Tax

172.9

(58.2)

Provision for Deferred Tax

(110.0)

(30.6)

Profit/(Loss) for the year

496.4

(226.9)

Opening balance of Retained Earnings

5,390.4

5,881.4

Other Comprehensive Income/(Loss) for the year

(6.3)

(24.4)

Dividend on Equity Shares for the year

(75.5)

(226.6)

Adjustment relating to prior periods

-

(13.1)

Closing balance of Retained Earnings

5,805.0

5,390.4

PERFORMANCE:

The Company registered net sales of ^29,165 Million, as compared to ^25,708.6 Million for the previous year representing a 13.6% growth year on year. Profit before exceptional items and tax stood at ^559 Million as compared to ^(5.9) Million for the previous year. Performance during the year was impacted due to the steep increase in raw material prices from Q2 though the inflationary pressure eased towards end of the year.

The Company continues to focus on ‘Project Parivartan’ initiatives towards cost optimization, stronger price realization and better quality of growth, to turnaround its performance. Project Parivartan focuses on improving efficiency of manufacturing network, overall manufacturing productivity and reducing wastages from operations to boost the longterm competitiveness of the Company. Project Parivartan has helped improve the Company’s performance during the year and the Company will continue to focus its efforts on the Project until it reaches the expected levels.

DIVIDEND:

Your Directors are pleased to recommend a dividend of ^2/-(Rupees Two only) per equity share (100%) having face value of ^2/- each, for the year ended December 31, 2022. The said dividend will absorb an amount of ^151 Million.

The Dividend Distribution Policy of the Company is annexed to this Report as Annexure 1.

FIXED DEPOSITS:

The Company did not invite or accept deposits covered under Chapter V of the Companies Act, 2013 and there are no deposits outstanding with the Company.

BORROWINGS:

The Company continued to optimize borrowings during the year by focusing on cash flows and working capital management. During the year, the Company has availed Working Capital

Demand Loan and Commercial Papers for funding Working Capital. The Company has also repaid ^500 Million Term Loan to BNP Paribas on the due date. Borrowings as of December 31, 2022 are in line with that as of December 31, 2021 with an increase of ^144 Million in short term borrowings.

SUBSIDIARY COMPANIES AND FINANCIAL STATEMENTS:

Form AOC-1 is not being provided since the Company does not have a subsidiary. 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.flexibles.huhtamaki.in.

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 thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure 2.

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 Para 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:

Mr Dhananjay Salunkhe was appointed as Managing Director of the Company for a period of three consecutive years with effect from August 12, 2022. The appointment and remuneration payable to Mr Dhananjay Salunkhe were approved by the shareholders vide Postal Ballot on August 24, 2022.

Mr Jagdish Agarwal, was appointed as the Chief Financial Officer (CFO) from January 5, 2022 and additionally as Whole-time Director for a period of three consecutive years with effect from May 26, 2022. The appointment and remuneration payable to Mr Jagdish Agarwal were approved by the shareholders vide Postal Ballot on August 24, 2022.

Mr Marco Hilty retires at the forthcoming Annual General Meeting by rotation and being eligible, has offered himself for re-appointment. Details of the proposed re-appointment has been provided in the Explanatory Statement of the Notice of the 73rd Annual General Meeting of the Company pursuant to Section 102 of the Companies Act, 2013. The Board based on the recommendation of the Nomination and Remuneration Committee, have recommended his re-appointment.

Mr Murali Sivaraman’s term as an Independent Director of the Company is scheduled to end on December 31, 2023. Mr Sivaraman is a seasoned professional and an accomplished business leader with several decades of experience of leading multinational companies across geographies. Mr Sivaraman has held the Chair since the time of his appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, propose the re-appointment of Mr Sivaraman as Director (Non-Executive Independent Chairman) with effect from January 1, 2024 for a second term of 5 years, to the members for their approval.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations 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 and the same has been noted by the Board of Directors.

The Board of Directors are of the opinion that Mr Murali Sivaraman, Ms. Seema Modi and Mr Ashok Kumar Barat, Independent Directors of the Company who were appointed on January 1, 2019, January 1, 2020, and April 1, 2020, respectively, meet the necessary criteria for continuing as Independent Directors of the Company, including having cleared the proficiency self-assessment test conducted by the Institute notified under sub-section (1) of section 150 of the Act.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Nomination and Remuneration Committee followed a robust process for evaluation of the Board and the Committees, including each other and the Chair. Every member of the Board and Committees independently rated the performance of the Board, Committees, the other Directors and the Chair, against the criteria prescribed by the NRC and offered their feedback. The Corporate Governance Report, annexed to this Report, details the process followed.

The Company has in place a policy for appointment and remuneration of Directors and Key Managerial Personnel, encompassing the 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, appended

as Annexure 3 to the Directors’ Report. The above policy along with the criteria for selection is available on the Company’s website at https://www.huhtamaki.com/en-in/ flexiblepackaging/investors/corporate-governance-and-policies/policies/

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

SEBI, vide Notification No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, replaced ‘Business Responsibility Report’ with ‘Business Responsibility and Sustainability Report’ and has mandated companies to submit the BRSR for FY2023 onwards. Although not mandatory this year, as a good corporate governance practice, the Company is pleased to present its first Business Responsibility and Sustainability Report (BRSR) for FY2022, which is a part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Familiarisation Programme for Independent Directors to appraise them of their roles, rights, responsibilities, nature of the Industry, Company’s strategy, business plan, operations, markets, products, etc. The details of the Company’s Familiarisation Programme are available on the Company’s website - web link: https://www.huhtamaki.com/ en-in/flexible-packaging/investors/corporate-governance-and-policies/policies/

During the year, as part of the Familiarization Program, the Independent Directors visited Huhtamaki Oyj, headquartered in Espoo, Finland The Independent Directors met members of the Supervisory Board, the President and Chief Executive Officer, members of the Global Executive Team and the Flexible Segment Leadership Team to familiarize themselves with Huhtamaki Group’s vision, mission and strategy, opportunities and challenges, sustainability initiatives and expectations, operations, markets, competitive landscape, white spaces and products and governance. The Independent Directors visited one of Huhtamaki’s largest and sophisticated flexible packaging manufacturing plants at Ronsberg, Germany and a Fibre and Foodservices plant at Hameenlinna, Finland to familiarize themselves with the operations, innovation, customers, competition, market, best practices as regards safety, efficiency, wastage, sustainability and other manufacturing best practices. The Program offered an opportunity to the Independent Directors to get a deep insight into the flexible packaging industry, Huhtamaki’s business, products, market and competitive landscape, manufacturing practices, opportunity and threats. The Program will help the Independent Directors guide the Company to drive its long-term and short-term strategy in a responsible, sustainable, ethical and competitive way, to achieve its targets.

MEETINGS OF THE BOARD:

During the year, the Board met eight times. Particulars of attendance of directors at the said meetings are given in the Corporate Governance Report, which forms part of this Report.

AUDITORS AND AUDITORS'' REPORT:

The Auditors’ Report to the Members on the Accounts of the Company for the year ended December 31, 2022 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation, or adverse remark.

For FY2022, the Auditors did not report any matter under Section 143(12) of the Act and hence no disclosures are made under Section 134(3)(ca) of the Act.

COST ACCOUNTS AND COST AUDITORS:

On the recommendation of the Audit Committee, the Board of Directors appointed M/s. R. Nanabhoy & Co., Cost Accountants as the Cost Auditors of the Company to conduct the Cost Audit for the Financial year 2023. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, members of the Company are required to approve the remuneration to be paid to the Cost Auditors. Accordingly, the proposal for approval of remuneration to be paid to the Cost Auditors for the Financial Year 2023, is being placed before the members. M/s. R. Nanabhoy & Co., have confirmed that they are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. They have further confirmed their Independent Status.

SECRETARIAL AUDITOR:

The Board of Directors had appointed M/s. S.N. Ananthasubramanian & Co., Company Secretaries, to conduct Secretarial Audit for FY2022 pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in the prescribed format is annexed as Annexure 4 to this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the financial year 2022 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

During the Year 2022, your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and Annual Secretarial Compliance Report in prescribed format is annexed as Annexure 5 to this Report.

The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

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 6.

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. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such information may write to the Company @ [email protected] and the same will be furnished on request.

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 https://www.huhtamaki.com/en-in/flexible-packaging/investors/ corporate-governance-and-policies/policies/.

This policy deals with the review and approval of related party transactions. The Board of Directors of the Company have set out the criteria for obtaining omnibus approval from the Audit Committee within the overall framework of the policy on related party transactions. Based on such authority granted by the Board to the Audit Committee, the Company obtained prior omnibus approval for related party transactions which are repetitive in nature, entered in the ordinary course of business and on an 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. Hence, there were no transactions that were required to be reported in Form AOC 2 as required under Section 134(3)(h) of the Companies Act, 2013. However, members may refer to Notes to the financial statement which sets out related party disclosures pursuant to the Accounting Standards.

None of the Directors and the Key Managerial Personnel have any pecuniary relationship or transactions vis-a-vis the Company.

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, during the financial year ended December 31, 2022.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (‘CSR’) Policy of the Company was amended in the year 2022 to bring it in line with the requirements of the Companies Act, 2013. Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company constituted a CSR Committee to monitor the CSR activities of the Company, details of which are provided in the Corporate Governance Report,at page 68.

Your Company is committed to 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. During the year under review, the Company has set off ^ 20.2 Million and incurred additional expenses towards CSR activities of ^10.60 Million .

The CSR projects of the Company are primarily focused in the areas of environmental sustainability, healthcare, promotion of education and skill development, social welfare & rural development and providing drinking water, sanitation facilities and hygiene.

CSR Report detailing the activities of CSR spending is annexed to this Report as Annexure-7.

ETHICAL BUSINESS PRACTICES AND GOVERNANCE:

The Company lives by its values Care Dare Deliver - with integrity. The Company is committed to foster an atmosphere of openness and transparency and maintaining the highest ethical standards in everything it does. The Company sees compliant and ethical business conduct as responsible leadership and something that is relevant for all its employees and in every business transaction that the Company is involved.

Huhtamaki Ethics and Compliance program focuses on Huhtamaki’s commitment to integrity and legal compliance across the organization. The program serves as a toolkit supporting Huhtamaki in conducting its business in compliance with laws, regulations and ethical standards and ensuring that the Company has adequate procedures in place to prevent it from taking part in any unethical business activities. During

FY2022, the Company revised and reintroduced its new Code of Conduct and Whistle Blowing Policy to clearly articulate a set of ethical guidelines that outline the expected behaviour of all employees that defines how we treat each other, do business, and engage with stakeholders. It also explains how the Company conducts business in an ethical and responsible manner in order to earn the trust of its customers and other stakeholders. The Company believes that conducting business with integrity is the right thing to do, and it is our license to operate.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

In keeping with the Company’s values, the Company promotes a speak-up culture and encourages everyone to raise their concerns and to report any suspected or observed violations of the Company’s Code of Conduct, any other policy or law and regulation. In effect, this means that if any employee has concerns about potential misconduct by colleagues, managers, suppliers, customers, other business partners, or about how we conduct business within the Company, the employee is expected to report the violation. An employee may report a potential violation to anyone listed in the WhistleBlower Policy, including a web-based tool operated by an external provider and managed by Huhtamaki Ethics and Compliance Team. The Whistleblower Policy can be accessed on the Company’s website https:// www.huhtamaki.com/en-in/flexible-packaging/investors/ corporate-governance-and-policies/policies/.

During FY2022, various training sessions were conducted for employees across locations, physically and/or virtually, in addition to e-learning modules that were mandatory for every employee, with special focus on potential conflict of interest, anti-bribery and anti-corruption. Focus on compliance and doing business with integrity was a high priority for the Company in FY2022 with the tone being set at the top and reiterated multiple times during the year. The CoCo mascot was launched in FY2022 to strongly deliver the message of compliance.

During the year, the Company received 15 complaints under Whistle Blower/Vigil mechanism and as of date, investigations into 9 complaints have been concluded. The balance 6 complaints are being investigated. None of the complaints have any material impact on the Company and do not warrant a disclosure. There was 1 pending complaint carried over from the previous year which has been disposed of during the year. The Company believes in the highest standards of governance and has been proactive and swift in dealing with whistle-blower complaints. The Audit Committee of the Board oversees the functioning of this policy.

RISK MANAGEMENT:

Risk management at Huhtamaki aims to identify potential events that may affect the achievement of Huhtamaki India’s objectives. Its purpose is to manage risks to a level that the Company is capable and prepared to accept so that there is reasonable assurance and predictability regarding the achievement of the Company’s objectives. The aim is also to enable the efficient allocation of resources and risk management efforts.

The Company has formulated Risk Management Policy to review and control risk. The Company has constituted a Risk Management Committee which oversees and monitors implementation of the Risk Management Policy, validate the process and procedure of Risk Management and Risk Mitigation and periodically review and evaluate the Company’s Risk Management Policy.

Recommendations/Observations of the Risk Management Committee are taken to the Board. The Committee and the Board also review the Risk Assessment procedures periodically to ensure that risk including the Information technology and Cyber Security risk, is controlled/mitigated by the management.

In 2022, the management identified and assessed strategic, operational and financial risks and opportunities. Risk treatment actions were defined in order to reach acceptable risk levels at each stage. The risks were reviewed by the Risk Management Committee twice during the year and taken note by the Board of Directors.

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.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Internal control is an essential part of corporate governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published and other financial information disclosed by the Company provide a fair view on the Company’s financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company’s strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

Internal audit: The objective of the internal audit is to improve the effectiveness of supervising obligation of the Board. Internal audit aims at ensuring that the Company’s operations are efficient, information is adequate and reliable and that set policies and procedures are properly followed by the organization.

The internal audit function reports to the Audit Committee. The Audit Committee approves the annual internal audit plan. Audit Committee has dedicated two meetings in a year exclusively to focus on internal audit observations, key findings, conclusions and recommendations for control improvements. The implementation of the action plan is followed up regularly by the line management and the internal audit manager.

ANNUAL RETURN:

The Extracts of the annual return of the Company for Financial year 2022 has been placed on the website of the Company and can be accessed at link https://www.huhtamaki.com/en-in/ flexible-packaging/investors/financials.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a. that in the preparation of the annual financial statements for the year ended December 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 2 of the Notes to the Accounts have been selected and applied

consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2022, and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

HUMAN RESOURCES AND PARTICULARS OF EMPLOYEES:

People are our biggest asset and the Company is invested in the holistic development, health and well-being of our employees. The Company has been providing continuous skill upgradation and learning opportunities through structured training programs, career discussions and individual development plans. A detailed note on Human Resources is mentioned in the Management & Discussion Analysis (MDA) section.

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 6.

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.

Any member interested in obtaining such information may write to the Company @ investor.communication@huhtamaki. com and the same will be furnished on request.

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

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the organisation. The Company provides a safe and healthy environment for employees and has zero-tolerance to harassment of any nature. In order to provide employees with a safe working environment and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of employees at workplace. The policy is gender neutral. This can be found at here.

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, the Company has constituted an Internal Committee (IC). The Company conducts awareness programmes at its units to sensitise employees of acceptable behaviour and conduct at the workplace.

During the year, the Company received two complaints of harassment. One was in the nature of a complaint of harassment as envisaged in the POSH Act. This was investigated by the IC and resolved through conciliation. The other complaint was outside the purview of the Act. The Company investigated the matter and closed it in the normal course. Set out below is a status update.

Number of Complaints of sexual harassment received in the year

2 (out of which 1 was outside the scope of the Act)

Number of complaints disposed of during the year

1

Number of cases pending for more than ninety days

NA

Nature of action taken by employer

POSH complaint resolved through conciliation

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 Executive 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;

• 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 & ACKNOWLEDGEMENT:

The Board wishes to place on record its gratitude for the confidence reposed in the Company by our bankers, government authorities, customers, vendors and all shareholders. 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.

By Order of the Board For Huhtamaki India Limited

Murali Sivaraman, Chairman (DIN No. 01461231) Date: March 17, 2023


Dec 31, 2018

Directors’ Report

The Directors have pleasure in presenting the 69th Annual Report of the Company along with the Audited Financial Statements for the year ended December 31, 2018.

Financial Highlights:

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

(Rs. in Lakh)

Particulars

2018

2017

Net Sales

233,211

219,904

Profit before Tax

11,357

11,497

Less: Provision for Current Tax

7,916*

5,440

Provision for Deferred Tax

(47)

(305)

Profit after Tax

3,488

6,362

Add: Balance of profit for earlier years

39,065

37,412

Profit available for appropriation

42,553

43,774

Transfer to General Reserve

-

-

Transfer to Debenture Redemption Reserve

1,925

1,925

Proposed Dividend on Equity Shares & Dividend Tax thereon

2,731

2,784

Balance Carried forward

37,897

39,065

*Provision for Current Tax includes provisions for disputed Income tax matter of earlier years amounting to Rs.2,107 Lakh (Refer Note 42 of Notes to Account)

Dividend:

Your Directors are pleased to recommend a dividend of Rs.3/-(Rupees Three only) per equity share (150%) having face value of Rs.2/- each, for the year ended December 31, 2018. The said dividend will absorb an amount of Rs.2,731 Lakh, including the dividend distribution tax and cess thereon.

The Dividend Distribution Policy of the Company is annexed to this Report as Annexure 1 and is also available on the Company''s website at -https://www2.huhtamaki.com/web/ flexible-packaging-india/policies.

Deposits:

The Company did not invite or accept any deposits covered under Chapter V of the Companies Act, 2013 during the year under review and there are no deposits pending with the Company.

Transfer to Reserves:

Debenture Redemption Reserve is created to the extent of 25% of the Non-Convertible Debentures (NCDs) equally, over the period till maturity of the NCDs, as per the requirements of applicable laws. There has been no transfer to reserve during the year.

Acquisition of Business:

During the year under review, the Company acquired the entire business of M/s Ajanta Packaging (India) as a going concern, on slump sale basis for a net consideration of Rs.9,078.46 Lakh, effective June 1, 2018.

This strategic move adds excellent asset to the Company''s existing strong portfolio in Pressure Sensitive Label Business and also creates new opportunities for growth.

Subsidiary Companies and Financial Statements:

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 on all working days between 10.00 a.m. to 12.00 noon up to the date of 69th Annual General Meeting.

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 thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure 2.

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:

Mr Murali Sivaraman was appointed as Non-Executive Independent Chairman of the Company for a period of 5 (Five) years w.e.f. January 1, 2019 in place of Mr Suresh Gupta, Executive Chairman who stepped down from Board of Directors of the Company on expiry of his term w.e.f. December 31, 2018. The Board has placed on record its deep gratitude and appreciation for the leadership and direction provided by Mr Suresh Gupta, over the last 3 decades.

Mr Arunkumar Gandhi will cease to be an Independent Director of the Company effective March 31, 2019, close of business hours, pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2018. The Board of Directors places on record its sincere appreciation & gratitude for the vital contributions made by Mr Arunkumar Gandhi during his tenure as Independent Director.

Mr Jukka Moisio, has decided to step down from the position as CEO of Huhtamaki Group, and accordingly tendered his resignation from the position of Non-Executive Director of the Company w.e.f. March 26, 2019. The Board places on record its appreciation for the contribution made by Mr Moisio during his association with the Company.

Mr Sami Pauni who was Alternate Director to Mr Jukka Moisio (Non-Executive) Director resigned as Alternate Director and has been appointed as Additional Director (Non-Executive) of the Company w.e.f. February 18, 2019.

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.

The details of the proposed appointment/re-appointment of Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of 69th Annual General Meeting (AGM) of your Company.

Mr Parag Vyavahare, Chief Financial Officer of the Company and Key Managerial Personnel, resigned from the services of the Company w.e.f. January 18, 2019.

Declaration by Independent Directors:

The Company has received necessary declarations 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.

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 carried out annual performance evaluation of its own performance, its committees and individual directors. The manner in which the performance evaluation was carried out is given in detail in the Corporate Governance Report, annexed to this Report.

The Company has in place a policy for appointment & remuneration of Directors and Key Managerial Personnel, encompassing the 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, appended as Annexure 3 to the Directors'' Report. The above Policy along with the criteria for selection is available on the Company''s website at -https://www2.huhtamaki.com/web flexible-packaging-india/policies.

Familiarisation Programme for Independent Directors:

Your Company has put in place a Familiarisation Programme for Independent Directors to familiarise 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 Familiarisation Programme is available on the Company''s website -https://www2.huhtamaki. com/web/flexible-packaging-india/policies

Meetings of the Board:

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

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 requirement of seeking ratification of the members for continuance of Statutory Auditors appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Auditors'' Report to the Members on the Accounts of the Company for the year ended December 31, 2018 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark. During the year 2018, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Cost Accounts and Cost Auditors:

In terms of the Section 148 of the Companies Act, 2013 (‘the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

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 2019. Members approval is being sought for ratification of their remuneration as Cost Auditors of the Company for the Financial Year 2019.

M/s R Nanabhoy & Co., have confirmed that they are free from any disqualification as specified under the Act and of their Independent Status.

Secretarial Auditor:

The Board has appointed M/s S N Ananthasubramanian & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial year 2018. The Secretarial Audit Report in prescribed format is annexed as Annexure 4 to this Report.

During the Year 2018, your Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

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 athttps://www2.huhtamaki.com/web/flexible-packaging-india/policies. 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 2018 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.

None of the Directors and the Key Managerial Personnel has any pecuniary relationship or transactions vis-a-vis the Company.

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, during the financial year ended December 31, 2018.

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.

During the year under review the Company incurred a CSR Expenditure of Rs.238.26 Lakh which was higher than the statutory limits. The CSR projects of the Company mainly focused in the areas of promotion of education & skill development, social Welfare & rural development and providing drinking water, sanitation facilities and hygiene.

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.

Vigil Mechanism/Whistle-Blower Policy:

The Company has in place a Whistle-blower 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 Whistle-blower Policy can be accessed on the Company''s website -https://www2. huhtamaki.com/web/flexible-packaging-india/policies.

During the year, the Company reached out to employees through e-learning modules and face-to-face training sessions for creating greater awareness on anti-bribery and code of conduct policies formulated by the Company/Group.

Huhtamaki Speak Up channel is a new web-based system where any employee can report any suspected violations of any of the Company policies, Code of Conduct, or any laws or regulations.

Risk Management & Internal Financial Controls:

The Company has in place a mechanism to inform Board Members about the Risk Assessment and Minimisation procedures which are periodically reviewed to ensure that risk is controlled by the Executive Management. The Company has also formulated Risk Management Policy to review and control risk.

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

At the beginning of each Financial Year, an annual Internal audit plan is rolled out after it has been approved by the Audit Committee. The Audit Plan is aimed at evaluation of the efficacy and adequacy of internal control system and compliance, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. The respective Process Owners take the requisite corrective action, based on internal audit reports/findings. Further, the Internal Auditors place their significant audit observation & corrective actions thereon are presented to the Audit Committee for their review.

Annual Return:

The Extracts of the annual return of the Company has been placed on the website of the Company and can be accessed at link -https://www2.huhtamaki.com/web/ flexible-packaging-india/132

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act:

a) that in the preparation of the annual financial statements for the year ended December 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on December 31, 2018, and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls laid down were followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and were operating effectively.

Human Resources & Particulars of Employees:

Your Company considers people as its biggest assets.

The Company has been providing continuous skill upgradation and learning opportunities through structured career discussions and individual development plans. A detailed note on Human Resources is mentioned in the MDA section.

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 6.

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 at the Registered Office and the same will be furnished on request.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has zero tolerance sexual harassment policy at workplace. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act'') and Rules made thereunder, the Company has constituted an Internal Complaints Committees (ICC).

The Company conducts awareness programmes at its units to sensitise the employees to uphold the dignity of their female colleagues at workplace. During the year, the Company received one Complaint of harassment and same has been disposed off after inquiry by Internal Complaints Committee by taking requisite disciplinary action against guilty employees.

Material Order Passed by the Regulators or Courts:

MPCB Matter

The Company, in relation to its Thane manufacturing facility, had received a closure notice on November 20, 2018 from Maharashtra Pollution Control Board (‘MPCB''), pursuant to

the provisions of Water & Air Pollution Act, against which the Company filed an appeal with the National Green Tribunal (‘NGT''). The Company submitted documentary evidence of requisite compliance under the Plastic Waste Management Rules, 2016, (PWM Rules) to MPCB and on December 14, 2018 withdrew its appeal before the NGT, with liberty to file appeal, which has been accepted by NGT. On January 3, 2019, the Central Pollution Control Board (‘CPCB'') certified the Company as ‘Producer'' as per the PWM Rules, notified under the Environmental (Protection) Act, 1986 covering all its manufacturing sites. The Company is awaiting formal withdrawal of the closure notice by MPCB.

Rudrapur Tax Matter

The Hon''ble Supreme Court vide its Order dated August 20, 2018, concerning other assesses, had given a ruling in favour of the Income Tax Department wherein it had held that 100% deduction under Section 80-IC of the Income Tax Act, 1961 cannot be claimed beyond 5 years, even if “substantial expansion" is undertaken after the initial period of 5 years. As a result of the above ruling, in relation to the substantial expansion undertaken at its Rudrapur Unit, the Company recognised a provision for income tax of Rs.2,107 Lakh and interest thereon amounting to Rs.1,000 Lakh, in the Financial year ended December 31, 2018.

Further, the Hon''ble Supreme Court by its Order dated February 20, 2019, recalled its earlier judgement dated August 20, 2018, by passing a ruling in favour of the assesses. In light of the above ruling, the Company is examining the impact on the tax provisions made by the Company.

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;

- The Managing Director of the Company receive remuneration or commission from any of its subsidiaries;

- There have been no material changes and commitments, 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, except as stated above.

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.

For and on behalf of the Board of Directors

Murali Sivaraman, Chairman

(DIN:01461231)

March 26, 2019


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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