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Huhtamaki India Ltd.

BSE: 509820 Sector: Industrials
BSE 00:00 | 03 Dec 226.95 0.20






NSE 00:00 | 03 Dec 226.90 -0.25






OPEN 232.00
52-Week high 352.45
52-Week low 220.10
P/E 64.11
Mkt Cap.(Rs cr) 1,713
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 232.00
CLOSE 226.75
52-Week high 352.45
52-Week low 220.10
P/E 64.11
Mkt Cap.(Rs cr) 1,713
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Huhtamaki India Ltd. (HUHTAMAKI) - Director Report

Company director report

Your Directors have pleasure in presenting the 71st Annual Report alongwith the Audited Statements of Accounts for the year ended December 31 2020.

Financial Highlights:

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

(Rupees in million)
Particulars 2020 2019
Net Sales 24188.0 25476.7
Profit before Tax & Exceptional Item 1175.9 2015.8
Profit before Tax 1175.9 2015.8
Less: Provision for Current Tax 221.9 325.3
Provision for Deferred Tax (5.9) (9.9)
Profit after Tax 959.9 1700.4
Add: Balance of profit for earlier years 5217.0 3789.8
Profit available for appropriation 6176.9 5490.2
Transfer to General Reserve Nil Nil
Transfer to Debenture Redemption Reserve Nil Nil
Dividend on Equity Shares & Dividend Tax thereon 226.6 273.2
Balance Carried forward 5950.3 5217.0


2020 has been a challenging year for each one of us. The COVID-19pandemic has had a deep impact on individuals societies and the business. Challengesposed due to restrictions imposed disrupted operations during the first wave of thepandemic. During these unprecedented times every member of the Huhtamaki India workforcedisplayed exemplary levels of commitment despite the challenges posed by the pandemic inensuring continuity of operations given that the Company's products form a key part of thesupply chain for Essential Commodities across food healthcare and pharma segments.

Despite our best efforts we lost few fellow colleagues to the Covid-19pandemic. Our thoughts go out to their families and to all those whose lives have beenimpacted. The pandemic has tested us in many unprecedented forms. This has not only testedthe resilience of our business agility of our operations and character of our TeamHuhtamaki India.


The outbreak of corona virus (COVID-19) pandemic globally and in Indiacaused significant disturbance and slowdown of economic activity impacting the Company'soperations and revenues. The Company registered Net Sales of Rs. 24188.0 million ascompared to Rs. 25476.7 million for the previous year due to COVID-19 led subdueddemand primarily against the drop in consumption. The Company witnessed a significantdrop in Profit after Tax which stood at Rs. 959.9 million as compared to Rs. 1700.4million for the previous year due to lower demand for premium/discretionary SKUs changein mix of products subdued impact of festive season on new launches slowdown in economyand negative impact of the pandemic.


Your Directors are pleased to recommend a dividend of Rs. 3/- (RupeesThree only) per equity share (150%) having face value of Rs. 2/- each for the year endedDecember 31 2020. The said dividend will absorb an amount of Rs. 226.6 million.

The Dividend Distribution Policy of the Company is annexed to thisReport as Annexure 1 and is also available on Company's website at flexible-packaging/investors/corporate-governance-and-policies/policies/

Fixed Deposits:

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


The Company continued to optimise borrowings during the year byfocusing on cash flows and working capital management. During the year the Company raisedbank debt to fund the acquisition of Mohan Mutha Polytech Private Limited and alsoresorted to availing Commercial Paper for funding Working Capital.

Your Company entered into a related party transaction with HuhtamakiFinance Company V B.V. Netherlands to raise finance through External CommercialBorrowings (ECB) to the extent of Rs. 2000 million at interest rate of 6.5% payableannually. The ECB was raised in two tranches of Rs. 1000 million each in December 2020and February 2021 with the objective of refinancing debt and for general corporatepurposes.

The said ECB is denominated in Rupee terms and is in accordance withthe rules laid down under the Companies Act SEBI and RBI Regulations and in compliancewith the test for arms length pricing.

Change of Name:

The Company changed its name from "Huhtamaki PPL Limited" to"Huhtamaki India Limited" with effect from November 11 2020. The change of namewas approved by the members by way of Postal Ballot approved on November 9 2020. TheRegistrar of Companies Mumbai has on November 11 2020 issued the new Certificate ofIncorporation consequent to the change in the name of the Company.

Subsidiary Companies and Financial Statements:

Your Company does not have any subsidiaries and hence details to beprovided in Form AOC-1 is not required to be given.

In accordance with the provisions of Section 136 of the Companies Act2013 the audited financial statements and related information of the Company areavailable on the website of the Company - These documents willbe made available to the Members for inspection at the Registered Office of the Company onall working days between 10.00 a.m. to 12.00 noon up to the date of 71st Annual GeneralMeeting subject to the opening of our Regd. Office which is presently closed due to thecovid pandemic.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo:

Information pursuant to the provisions of Section 134 of the CompaniesAct 2013 and the rules framed thereunder relating to conservation of energy technologyabsorption foreign exchange earnings and outgo forms part of this Report and is given atAnnexure 2.

Corporate Governance Report:

The Report on Corporate Governance and the Certificate of the Auditorsof the Company regarding compliance of the conditions of Corporate Governance asstipulated in Para C of Schedule V of the Listing Regulations 2015 are enclosed as aseparate section and forms part of this Report. A declaration signed by the ManagingDirector/CEO in regard to compliance with the Code of Conduct by the members of the Boardand Senior Management Personnel also forms part of this Report.

Management Discussion and Analysis:

A detailed review of operations performance and future outlook of theCompany and its businesses are given in the Management Discussion and Analysis and formspart of this Report.

Directors & Key Managerial Personnel:

Changes in Directorate and Key Managerial Personnel:

Mr. Sudip Mall was appointed as Managing Director of the Company w.e.f.January 4 2021 for a period of 5 years subject to approval of shareholders at theensuing Annual General Meeting and Central Government.

Ms. Sukanya Kripalu stepped down as Independent Director of the Companyw.e.f. May 6 2020 on expiry of her second term of three years. The Board places on recordits sincere appreciation of the contribution and guidance given by Ms. Sukanya Kripaluduring her tenure as an Independent Director of the Company.

Dr. Arup Basu was assigned a global role as "President - FlexibleBusiness effective February 1 2020. Accordingly Dr. Arup Basu ceased to be the ManagingDirector effective January 31 2020 (close of Business hours) and occupied the positionas Executive Director effective February 1 2020.

Pursuant to the appointment of Mr. Sudip Mall as Managing Director Dr.Arup Basu stepped down from the position of Executive Director on January 3 2021 and wasappointed as an Additional Director of the Company effective January 4 2021 subject toapproval of members at ensuing Annual General Meeting and is liable to retire by rotation.

The details of the proposed appointment/re-appointment of Directors isprovided in the Explanatory Statement under Section 102 of the Companies Act 2013 of theNotice of the 71st Annual General Meeting (AGM) of your Company.

During the year Ms. Seema Modi and Mr. Ashok Kumar Barat were inductedon the Board of the Company as Independent Directors effective January 1 2020 and April1 2020 respectively.

Declaration by Independent Directors:

The Company has received necessary declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and SEBI ListingRegulations 2015 and the same has been noted by the Board of Directors.

The Board of Directors are of the opinion that Mr. Murali SivaramanMs. Seema Modi and Mr. Ashok Kumar Barat Independent Directors of the Company who wereappointed on January 1 2019 January 1 2020 and April 1 2020 respectively have theintegrity expertise and experience and have ascertained that the said Directors havecleared the proficiency self-assessment test conducted by the Institute notified undersub-section (1) of Section 150 of the Act/were exempted from appearing for the proficiencyself-assessment test.

Evaluation of Performance of Board Its Committees and of Directors:

Pursuant to the provisions of the Companies Act 2013 and ListingRegulations 2015 the Board of Directors has undertaken an annual evaluation of its ownperformance its various Committees and individual directors. The manner in which theperformance evaluation has been carried out has been given in detail in the CorporateGovernance Report annexed to this Report.

The Company has in place a policy for appointment & remuneration ofDirectors and Key Managerial Personnel encompassing the criteria for determiningqualifications positive attributes independence of a director and other matters providedunder Section 178(3) of the Act and Part D of Schedule II of the Listing Regulationsappended as Annexure 3 to the Directors' Report. The above policy along with the criteriafor selection is available on the Company's website at policies/policies/

Business Responsibility Report:

As per Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations 2015)Business Responsibility Report forms part of this Report.

In line with the green initiative Business Responsibility Report ofthe Company for the year ended December 31 2020 is available on the website of theCompany http://www. and forms part ofthis Report and is kept at the registered office of the Company for inspection. A copy ofthe aforesaid report shall be made available to such shareholders who are desirous of andinterested in perusing them upon receipt of a written request from them.

Familiarisation Programme for Independent Directors:

Your Company has put in place a Familiarisation Programme forIndependent Directors to familiarize them with their roles rights responsibilitiesnature of the Industry Company's strategy business plan operations markets productsetc. Due to the social disruption caused by the COVID-19 pandemic and lockdownrestrictions the Company was not in a position to enable plant visits and Orientation forthe newly joined directors of the Company. The details of the Company's FamiliarisationProgramme is available on the Company's website - web link: and-policies/policies/

Meetings of The Board:

During the year eight meetings of the Board of Directors were heldparticulars of attendance of directors at the said meetings are given in the report onCorporate Governance Report which forms part of this Report.

Auditors and Auditors' Report:

Pursuant to the provisions of Section 139 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 BSR & Co. LLP CharteredAccountants (BSR) were appointed as Statutory Auditors of your Company for a term of fiveyears from the conclusion of the 70th Annual General Meeting till the conclusion of the75th Annual General Meeting.

The Auditors' Report to the Members on the Accounts of the Company forthe year ended December 31 2020 is a part of the Annual Report. The said Audit Reportdoes not contain any qualification reservation or adverse remark.

During the year 2020 the Auditors had not reported any matter underSection 143 (12) of the Act therefore no details is required to be disclosed underSection 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 costaccounts and records are made and maintained by the Company as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

The Board of Directors of your Company on the recommendation of AuditCommittee appointed M/s. R. Nanabhoy & Co. Cost Accountants as the Cost Auditors ofthe Company to conduct Cost Audit for the Financial year 2021. Pursuant to the provisionsof Section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors)Rules 2014 members of the Company are required to ratify the remuneration to be paid tothe Cost Auditors. Accordingly Members approval is being sought for ratification of theirremuneration as Cost Auditors of the Company for the Financial Year 2021. M/s. R. Nanabhoy& Co have confirmed that they are free from any disqualifications as specified underSection 141(3) and proviso to Section 148(3) read with Section 141(4) of the CompaniesAct 2013. They have further confirmed their Independent Status.

Secretarial Auditor:

The Board of Directors of your Company has appointed M/s. S.N.Ananthasubramanian & Co. Company Secretaries to conduct Secretarial Audit for theFinancial year 2020 pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in prescribed format is annexed as Annexure 4 to this Report.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the financial year 2020 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder.

During the Year 2020 your Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India and AnnualSecretarial Compliance Report in prescribed format is annexed as Annexure 5 to thisReport.

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

Particulars of Employees:

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure6.

The statement containing particulars of employees as required underSection 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 thisreport. In terms of Section 136 of the Companies Act 2013 the Report and Accounts arebeing sent to the Members and others entitled thereto excluding the aforesaid informationwhich is available for inspection by the Members at the registered office of the Companyduring business hours on working days of the Company and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request.

Particulars of Contracts and Arrangements with Related Parties:

Your Company has formulated a policy on related party transactionswhich is also available on Company's website at This policy deals with the reviewand approval of related party transactions. The Board of Directors of the Company hasapproved the criteria for making omnibus approval by the Audit Committee within theoverall framework of the policy on related party transactions. Prior omnibus approval isobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and on arm's length basis. All related party transactions areplaced before the Audit Committee for review and approval.

All related party transactions entered during the Year 2020 were in theordinary course of business and on arm's length basis. During the year the Company hadnot entered into any contract/arrangement/transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions. Hence there were no transactions that were required to be reported inForm AOC 2 as required under Section 134(3)(h) of the Companies Act 2013. Howevermembers may refer to Notes to the financial statement which sets out related partydisclosures pursuant to the Accounting Standards.

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

Particulars of Loans Guarantees or Investments:

The Company has not granted any loans guarantees and investmentscovered under Section 186 of the Companies Act 2013 during the financial year endedDecember 31 2020.

Corporate Social Responsibility:

The CSR Policy of your Company is in alignment with the requirements ofthe Companies Act 2013. Pursuant to the provisions of the Section 135 of the CompaniesAct 2013 (the Act) your Company has constituted a CSR Committee to monitor the CSRactivities of the Company details of which are provided in the Corporate GovernanceReport forming part of this Report.

Your Company is committed to Corporate Social Responsibility (CSR) andstrongly believes that the business objectives of the Company must be in congruence withthe legitimate development needs of the society in which it operates. During the yearunder review the Company incurred a CSR Expenditure of Rs. 37.8 million which was morethan the statutory limits required to be spent by the Company.

The CSR projects of the Company mainly focused in the areas ofpromotion of education & skill development social welfare & rural development andproviding drinking water sanitation facilities & hygiene and preservation ofenvironment.

The Company has formed a Trust by the name ‘Huhtamaki Foundation'to work in the area of environmental sustainability recyclability and to set upSustainability facilities for postconsumer use flexible packaging material. The Trust hasbeen registered with the Charity Commissioner's office at Mumbai on February 27 2020.

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

Vigil Mechanism/Whistle-blower Policy:

Your Company has over the years established a reputation for conductingbusiness with integrity and displays zero tolerance for any unethical behaviour. TheCompany has in place a whistle-blower Policy with a view to provide a mechanism for itsdirectors/employees to approach the Chairman of the Audit Committee in case of anygrievances or concern. The Audit Committee of the Board oversees the functioning of thispolicy. Protected disclosures can be made by a whistleblower through several channels toreport actual or suspected frauds and violation of Company's Code of Conduct and/or EthicsPolicy. The whistle-blower Policy can be accessed on the Company's website flexible-packaging/investors/corporate-governance-and-policies/policies/. During the year the Company reached out to employees throughe-learning modules and face to face training sessions for creating greater awareness onantibribery anti-corruption and code of conduct formulated by the Company/Group.

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

During the year the Company received one complaint underWhistle-Blower/Vigil mechanism which is under investigation. There were two pendingcomplaints carried over from the previous year which has been disposed of during the year.

Risk Management & Internal Financial Controls:

The Company has in place mechanism to inform Board Members about theRisk Assessment and Minimisation procedures which are periodically reviewed to ensure thatrisk including the Information technology and Cyber Security risk is controlled/mitigatedby the Executive Management. The Company has also formulated Risk Management Policy toreview and control risk. The Company has also constituted a Risk Management Committeewhich oversees and monitor implementation of Risk Management Policy validate the processand procedure of Risk Management and Risk Mitigation and periodically review and evaluatethe Company's Risk Management Policy.

Details in respect of adequacy of internal financial controls withreference to the Financial Statements are given in the Management's Discussion andAnalysis which forms part of this Report.

Internal Financial Controls and their Adequacy:

The Directors have laid down internal financial controls to be followedby the Company and such policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.

At the beginning of each Financial Year annual audit plan is rolledout after the same is approved by the Audit Committee. The Audit Plan is aimed atevaluation of the efficacy and adequacy of internal control system and compliance thereofrobustness of internal processes policies and accounting procedure and compliance withlaws and regulations.

The respective Process Owners take the requisite corrective actionbased on internal audit reports/findings. Further the Internal Auditors place theirsignificant audit observations & corrective actions thereon are presented to the AuditCommittee for their review.

Annual Return:

The Extracts of the annual return of the Company for Financial year2020 has been placed on the website of the Company and can be accessed at link in/flexible-packaging/investors/financials

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134 of the Act:

(a) that in the preparation of the annual financial statements for theyear ended December 31 2020 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

(b) that such accounting policies as mentioned in Note 2 of the Notesto the Accounts have been selected and applied consistently and judgement and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as on December 31 2020 and of the profit of the Companyfor the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the annual financial statements have been prepared on a goingconcern basis;

(e) that proper internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

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

Human Resources and Particulars of Employees:

The Company continues to focus on safeguarding its business and itspeople. The Company continues to carry out thorough clean-up and sanitising of all itsfactories/offices and repeat disinfection on a regular basis screening of all workmenstaff visitors temperature measurement personal hygiene hand sanitisation maskdistribution arranging soap and paper tissues ensuring strict adherence of socialdistancing at workplace like shared areas cafeteria and break timings shift start timeslocker rooms etc.

The Company also introduced remote work practices following the localguidelines issued by the authorities from time to time. Post easing of lockdownrestrictions the Company adopted a "Reset and Return to work" issuingguidelines on various aspects like hand and respiratory hygiene social distancing officespace occupancy compulsorily wearing of masks using public transportation etc. TheCompany continues to closely monitor the COVID-19 situation and the behaviour of the virusand regularly reviews its guidelines to ensure that its plants functioning is notdisrupted by taking all precautionary measures and maintaining pandemic preparedness.

Your Company considers people as its biggest assets. The Company hasbeen providing continuous skill upgradation and learning opportunities through structuredcareer discussions and individual development plans. A detailed note on Human Resources ismentioned in the Management & Discussion Analysis (MDA) section.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure6.

The statement containing particulars of employees as required underSection 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 thisreport. Further the report and the financial statements are being sent to the membersexcluding the aforesaid statement. Further in terms of provisions of Section 136(1) ofthe Act the Annual Report excluding the aforesaid information is being sent to themembers of the Company.

The said information is open for inspection at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. Further members may please note that due to the ongoingcovid pandemic our offices are closed due to implementation of Work From Home foremployees the Company is closely monitoring the pandemic situation and will open itsoffices up once it feels that it is safe for employees to resume working from office. Inthe light of the above any member interested in obtaining such information may pleasewrite to the Company Secretary at the Registered Office of the Company and the same willbe 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 strivesto build a work culture which promotes the respect and dignity of all employees across theorganisation. In order to provide women employees a safe working environment at workplaceand 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 Companyhas formulated a well-defined policy on prevention prohibition and redressal ofcomplaints relating to sexual harassment of women at workplace. All women who areassociated with the Company either as permanent employees or temporary employees orcontractual persons including service providers at company sites are covered under theabove policy. The said policy has been uploaded on the website of Company for informationof all employees. Your Company has zero tolerance sexual harassment policy at workplace.As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder the Companyhas constituted Internal Complaints Committees (ICC). The Company conducts awarenessprogrammes at its units to sensitise the employees to uphold the dignity of their femalecolleagues at workplace. During the year the Company has not received any compliant underPOSH Regulations. There was one complaint pending carried over from the previous yearwhich has been disposed of during the year.

Other Disclosures/Reporting:

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

• Issue of equity shares with differential rights as to dividendvoting or otherwise;

• Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme;

• Neither the Executive Director nor the Whole-time Directors ofthe Company receives remuneration or commission from any of its subsidiaries;

• No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture;

• There have been no material changes and commitments if anyaffecting the financial position of the Company which have occurred between the end of theFinancial Year of the Company to which the Financial Statements relate and the date ofthis Report;

Appreciation & Acknowledgements:

The Board wishes to place on record its gratitude for the assistanceand co-operation received from Banks Government Authorities Customers Vendors and allits shareholders for the trust and confidence reposed in the Company. The Board furtherwishes to record its sincere appreciation for the significant contributions made byemployees at all levels for their commitment dedication and contribution towards theoperations of the Company.