Dear Shareholders,
Your Directors take pleasure in presenting the 28th Annual Report on
the business and operations together with Audited Financial Statements of your Company for
the financial year ended 31st March 2025.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year
2024-25 are given hereunder:
H ( in Lakhs)
Sales & other
income |
1,11,312.38 |
1,21,693.66 |
Operating Profit |
24,867.58 |
33,870.49 |
Interest |
3,930.00 |
4,284.70 |
Gross Profit |
20,937.58 |
29,585.79 |
Depreciation |
5,399.79 |
4,824.73 |
Profit (Loss)
before tax |
15,537.79 |
24,761.06 |
Provision for |
|
|
- Current Tax |
2,562.94 |
5,461.74 |
- Adjustment of
Tax-Earlier Years |
27.73 |
32.30 |
- Deferred Tax |
1,429.04 |
884.45 |
Net Profit (Loss)
after tax |
11,518.08 |
18,382.58 |
Other
comprehensive Income (Expense) |
(13.47) |
(61.72) |
Total
comprehensive Income/(Loss) for the year (Net of Income Tax) |
11,504.61 |
18,320.86 |
DIVIDEND
Considering the satisfactory business operations coupled with
satisfactory cash flows during the year under review, your Directors have proposed a
dividend of H 3/- (i.e. @ 300%) per share (previous year H 3/- per share) on the Equity
Shares of H 1.00 each for financial year 2024-25.
Subject to the provisions of Companies Act, 2013, final dividend on
Equity Shares as recommended by the Board of Directors, if declared at the ensuing Annual
General Meeting, will be paid within 30 days of the declaration of same.
OPERATIONAL PERFORMANCE HIGHLIGHTS
The financial year 202425 was a year of strong operational
delivery and strategic execution for Kuantum Papers, reaffirming its position as one of
the most efficient and resilient players in the Indian paper industry. The Company
maintained high levels of asset utilization, achieved record production volumes, advanced
its sustainability agenda, and delivered one of the industry's highest EBITDA
marginsdriven by disciplined cost management, integrated operations, and a focus on
long-term value creation.
This performance is particularly noteworthy in light of the challenging
external environment. The Indian paper industry faced significant headwinds, including a
surge in low-priced imports that led to an oversupplied market and weakened domestic
realizations. Simultaneously, input costsespecially for domestic woodrose to
unprecedented levels due to constrained supply chains and rising competition from other
wood-dependent sectors. These adverse dynamics placed continued pressure on industry-wide
profitability.
Despite these external pressures, Kuantum delivered a resilient and
industry-leading performance. While Net Sales Realization (NSR) declined by approximately
1314%, the Company effectively contained the drop in EBITDA margin to just 5.5%,
recording a robust EBITDA margin of 22.4% among the highest in the Indian paper sector.
This outcome underscores Kuantum's structural cost advantages, operational agility,
and commitment to efficiency.
The Company achieved its highest-ever finished paper production of
160,861 MT, surpassing the previous year's 153,058 MT. This milestone was enabled by
strong process stability and full-capacity operation of all paper machines. Both wheat
straw and hardwood pulp mills operated at optimal levels, ensuring sustainable and
cost-effective pulp production. The installation of Twin Roll Presses (TRPs) in both pulp
lines significantly improved washing efficiency, reduced chemical consumption, and
enhanced fibre yieldcontributing to both cost reduction and environmental
performance.
In a major water sustainability milestone, Kuantum commenced use of
canal-based surface water in May 2024, in partnership with the Department of Water
Resources, Punjab. This transition has substantially reduced dependence on groundwater and
strengthened the Company's long-term water management strategy.
The Company also advanced its digital transformation journey through
Project Nirmaan', focused on embedding smart technologies across operations.
The deployment of Advanced Process Control (APC) systems and Industry 4.0 tools has
improved process stability, energy efficiency, and real-time decision-makinglaying
the groundwork for predictive maintenance and intelligent operations.
On the backward integration front, Kuantum recorded its
highest-ever clonal sapling production of 44.88 lakh, with 40 lakh saplings distributed
across more than 5,000 acres in five northern states. This initiative supports long-term
wood security, promotes agro-forestry, and reinforces the Company's commitment to
rural livelihoods and environmental stewardship.
In summary, FY 202425 was a year marked by resilience,
innovation, and high performance for Kuantum Papers. The Company's balanced plant
configuration, cost-efficient agro and wood pulping systems, and sustained investments in
automation, digitalization, water security, and backward integration have strengthened its
leadership position in profitability, sustainability, and future-ready manufacturing.
PROJECT & FUTURE OUTLOOK
In alignment with its strategic vision for sustainable growth and
operational excellence, Kuantum Papers Ltd. has embarked on a transformative capital
expenditure program of C 73,500 Lakhs. This comprehensive initiative is focused on
modernizing existing infrastructure, expanding production capacities, integrating advanced
technologies, and strengthening environmental and digital capabilities to future-proof
operations.
The capital investment plan includes the modernization of all four
paper machines, equipping them with state-of-the-art technologies to enhance productivity,
energy efficiency, and product quality. To diversify its product portfolio and cater to
evolving customer needs, the Company is establishing new converting and offline coating
facilities, enabling entry into high-growth coated, flexible packaging base, and other
specialty paper segments.
Major enhancements in the pulp mill are underway, including the
implementation of a Displacement Digester System (DDS) in the hardwood line to improve
yield, reduce steam consumption, and stabilize pulp quality. The upgradation of both agro
and hardwood pulp mills, supported by new Twin Roll Presses and improved chip washing
systems, is driving operational efficiency and sustainability.
On the utilities front, the recovery boiler is being modernized to meet
evolving environmental norms, and a new lime kiln is being installed to support the
chemical recovery cycle and improve operational stability. Energy efficiency upgrades in
the power plant, including turbine enhancements and optimized fuel systems, are further
reducing the Company's carbon footprint.
In water and effluent management, Kuantum has commissioned a dedicated
canal-based water supply pipeline and Water Treatment Plant (WTP) equipped with advanced
clarifiers and storage tanks to ensure sustainable water usage. Simultaneously, upgrades
to the Effluent Treatment Plant (ETP) have enhanced wastewater treatment efficiency and
regulatory compliance.
Complementing its physical infrastructure, the Company has accelerated
its digital transformation journey. Under Project Neev' Kuantum is deploying
dataPARC, a data visualization and analytics platform, to drive real-time operational
intelligence. Building on this foundation, Project Nirmaan' is integrating
Artificial
Intelligence (AI) and Advanced Process Control (APC) technologies into
key manufacturing processes to boost efficiency, reliability, and predictive maintenance
capabilities. These initiatives are being executed in a phased manner over two years,
drawing on the collective expertise of global partners and in-house teams.
The financial closure for the overall Capex plan has been secured, with
H 53,500 Lakhs sanctioned as project term loan ensuring timely implementation. All major
projects are scheduled for completion by March 31, 2026.
Looking ahead, Kuantum Papers Ltd. is poised to emerge stronger,
smarter, and more competitive. As the Indian economy continues upward trajectory and
demand for sustainable, value-added paper grades accelerates, these initiatives are
expected to yield substantial long-term benefitsincluding increased production
capacity, improved cost efficiencies, superior product quality, and enhanced
profitability. With execution progressing on all fronts and a robust foundation now in
place, the Company is well-positioned to deliver enduring value to its stakeholders and
reinforce its leadership in the Indian paper industry.
"Building on this strong operational foundation, the Company has
initiated a forward-looking capital investment program to further accelerate growth and
innovation."
RECOGNITION AND RESEARCH
Awards:
Kuantum Papers Ltd. has been recognized for its exemplary contributions
to environmental stewardship, workplace safety, and energy efficiency. Some of the notable
awards received by the company in recent years include:
Best Oral Paper Presentation for the study titled "Role and
Suitability of Bamboo for the Pulp and Paper Industry."
Best Poster Presentation for the work on "Bamboo to Paper:
Integrated Approach for Environmental Conservation."
Appreciation Award under the category Best Energy Efficient
Designated Consumer' (under the BEE PAT Scheme) by the Confederation of Indian
Industry (CII) for the year 2024.
Publications:
The company's commitment to innovation and sustainability also
reflected in its recent research contributions to reputed industry journals:
"Suitability of Casuarina Clone (CH-1) in Punjab"
Forestry Research and Engineering: International Journal, July 2024.
"Evaluating Ecologically Important Bamboo Species for the Pulp
and Paper Industry" Indian Journal of Soil Conservation, November 2024.
"Kuantum's Leap in the Paper Industry: Boosting
Productivity and Quality with AI" Indian Pulp and Paper Technical Association:
The Official International Journal, February 2025.
These recognitions and publications underscore Kuantum's
dedication to advancing sustainable practices, driving industry innovation, and
contributing meaningfully to the scientific and industrial community. The company
continues to set benchmarks in environmental responsibility and operational excellence,
reinforcing its position as a leader in the pulp and paper sector.
INDUSTRY STATUS
Paper Industry is a significant player in the World Economy. The four
key Paper categories are: Newsprint, Printing and Writing Papers, Paper Boards for
packaging applications, Tissue Papers & other Specialty Papers. Packaging grades
account for over 55% of consumption, Printing and Writing grades over 35%, Tissue Papers
7-8% and others about 2-3%. Tissue and Packaging grades are expected to witness higher
growth rates, in the future.
The global pulp and paper market size is estimated at USD 379.58
billion in 2024 and is anticipated to reach around USD 551.15 billion by 2034, expanding
at a CAGR of 3.80% from 2024 to 2034.
The global book publishing paper market size was estimated at USD 78.00
billion in 2024 and expected to rise to USD 105.91 billion by 2033, experiencing a CAGR of
3.4% during the forecast period.
Due to increased adoption of paper-based packaging materials, the
wrapping & packaging segment is set to lead the paper market. Other significant
sectors are sanitary segment backed by rising disposable income and awareness of personal
hygiene in emerging economies.
The global paper packaging market was valued at USD 410.5 billion in
2024, with expectations to reach USD 596.5 billion by 2034, growing at a CAGR of 3.8%.
The Indian paper industry accounts for about 5% of the world's
production of paper. The estimated annual turnover of the industry is H 80,000 Crore and
its tax contribution to the exchequer is around H 5,000 Crore. The industry provides
direct employment to 0.5 million persons, and indirectly to around 1.5 million.
Most of the paper mills are in existence for a long time and hence
present technologies fall in a wide spectrum ranging from oldest to the most modern. The
mills use a variety of raw material viz. wood, bamboo, recycled fibre, bagasse, wheat
straw and grasses. In terms of share in total production, approximately 18% are based on
wood, 73% on recycled fibre and 9% on agro residues. The geographical spread of the
industry, as well as market, is mainly responsible for the regional balance of production
and consumption.
The paper Industry holds immense potential for growth in India as the
per capita paper consumption in India at around 15-16 kg, which is way behind the global
average of around 57 kg (200 + kg for developed countries). India is the fastest-growing
market for paper globally and it presents an exciting scenario. Paper consumption is
poised for a big leap forward in sync with economic growth. The futuristic view is that
growth in paper consumption would be in multiples of GDP and hence an increase in
consumption by one kg per capita would lead to an increase in demand of 1 million tonnes.
Healthy demand for Printing and Writing paper and firm realisations are further expected
to drive growth for this segment of paper manufacturing companies.
India's paper industry, the 15th largest globally, is set to grow
significantly, with a projected market value of USD 19.1 billion by 2033, driven by rising
demand.
However, there was a downtrend observed in the paper industry in FY25
on the back of fall in the realizations despite higher input costs on the back of
increased competition from imports. The domestic paper market faced an oversupply issue,
primarily caused by a significant rise in net imports, particularly from China and ASEAN
countries, which reduced realisations. Furthermore, the cost of raw materials (domestic
wood) surged to unprecedented levels as other wood-based industries heightened their
demand, coinciding with a decreased wood supply. This combination of increased imports and
soaring wood prices severely pressured the profit margins of paper manufacturers.
However, rebound is expected as the adoption of New Education policy is
likely to boost the demand for WPP segment along with increasing penetration of
specialized and conventional packaging in sectors such as FMCG, healthcare, e-commerce,
pharmaceuticals, etc. Other key demand factors will include a focus on innovative and
attractive packaging and the shift from plastic to paper-based packaging in the FMCG and
food & food product sectors.
NATIONAL EDUCATION POLICY 2020
The Government announced the new National Education Policy (the NEP
2020) to focus on providing education that is equitable, accessible, high-quality and
affordable. The New Education Policy was implemented in academic year 2023-24. With the
gradual implementation of the NEP, rise in the education spend by the Government, and
increased thrust on education through initiatives such as Sarva Shiksha Abhiyaan/
Education of All, the Printing & Writing paper demand is expected to increase sharply.
The policy acts as a roadmap to revolutionize schooling and higher education in India that
will support and foster a lifelong learning culture to maximize the rich talents and
resources the country has to offer. The NEP 2020 is a giant leap in a list of initiatives
taken by the government in achieving Goal 4 (SDG4) of the 2030. The policy recognises the
ever-changing knowledge and employment landscape in our global ecosystem and focuses on
curricular and pedagogy reform, aligning it with international standards and making India
a vibrant knowledge economy and a nation of thought leaders. The impending changes in the
education policy and curriculum, alongwith the introduction of textbooks in 22 languages
in alliance with NCERT and Ministry of Education are bound to create a huge demand for
Writing and Printing paper to meet the needs of new Indian education system.
BAN ON SINGLE USE PLASTIC
The ban on the use of plastics in a wide variety of applications that
has been put in place by the Govt of India with effect from July 01, 2022, has given a big
boost to paper production for new paper products, which will provide the most sustainable
and right replacement of single use plastics. These new varieties of paper qualities are
finding their way into the market, filling up the huge gap left behind by the plastic ban.
PAPER IMPORT MONITORING SYSTEM (PIMS)
To regulate the import of paper as also to promote the flagship schemes
like "Make in India" and "Atmanirbhar Bharat," the Government has
brought the imports of paper under compulsory registration from the 1st October 2022. The
import policy of major paper products, such as newsprint, handmade paper, wallpaper base,
duplicating paper, coated paper, uncoated paper, Maplitho and offset paper, excluding
currency paper, bank bonds and cheque paper and security printing paper, has been amended
from Free' to Free subject to compulsory registration under Paper Import
Monitoring System' by the Directorate General of Free Trade.
FINANCE
(i) Term Loan for Capex Project
The capex project of H 73,500 Lakhs for mill wide upgradation &
modernization are being funded by mix of debt & internal accruals. The Company has
successfully tied-up loan amount of H 53,500 Lakhs for execution of the project &
balance H 20,000 Lakhs shall be infused in the form of internal accruals.
(ii) Working Capital
Banks have sanctioned/renewed the working capital limits amounting to H
15,655 Lakhs (fund based H 9,000 Lakhs, non-fund based H 6,655 Lakhs) during the year
under review.
(iii) Fixed Deposits
As on 31 March 2025, your Company had Fixed Deposits of H
2935.65 Lakhs. There were no overdue deposits as on 31
March 2025. The above deposits have been accepted for a period of 1
year to 3 years as per the Fixed Deposit Schemes duly approved by the Board of Directors
pursuant to the compliance of the provisions of Sections 73 to 76 of Companies Act, 2013
read with the Companies (Acceptance of Deposit) Rules 2014.
Details of
Deposits: |
J in Lakhs |
Accepted during
the year (excluding |
126.06 |
renewals) |
|
Accepted during
the year including renewals |
1,639.81 |
Remained unpaid
or unclaimed as at the end |
Nil |
of the year |
|
Whether there has
been any default in |
|
repayment of
deposits or payment of interest |
|
thereon during
the year and if so, number of |
|
such cases and
the total amount involved |
|
(i) at the
beginning of the year; |
Nil |
(ii) maximum
during the year; |
Nil |
(iii) at the end
of the year; |
Nil |
The details of
deposits which are not in |
Nil |
compliance with
the requirements of Chapter |
|
V of the Act |
|
EXTERNAL CREDIT RATING
During the year under review, CARE Ratings Limited (CARE) has reviewed
the external credit rating for the Long-Term, Short- Term Bank facilities and Fixed
Deposits of the company and has reaffirmed the rating with stable outlook. The updated
facility wise rating is as under:
Facilities |
Amount (J
in crore) |
Rating |
Rating Action |
Long Term Bank
Facilities |
856.94 |
CARE A; Stable
(Single A; |
Reaffirmed and
removed from Rating Watch |
|
|
Outlook: Stable) |
with Developing
Implications; |
|
|
|
Stable outlook
assigned |
Short Term Bank
Facilities |
66.55 |
CARE A1 (A One) |
Reaffirmed and
removed from Rating Watch |
|
|
|
with Developing
Implications |
Fixed Deposit |
33.22 |
CARE A; Stable
(Single A; |
Reaffirmed and
removed from Rating Watch |
|
|
Outlook: Stable) |
with Developing
Implications; |
|
|
|
Stable outlook
assigned |
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
BOARD REPORT
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 the report.
HOLDING / SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
Your Company does not have any subsidiary/joint ventures or associate
company within the meaning of the Companies Act, 2013. Kapedome Enterprises Limited is the
holding company having 66.51% equity capital of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per requirement of Section 135 of the Companies Act, 2013 read with
Schedule VII of the said Act and further read with Companies (Corporate Social
Responsibility) Rules, 2014, the Company has a duly constituted "Corporate Social
Responsibility Committee" consisting of following persons as Members/ Chairman:
1. Mr Pavan Khaitan (Chairman) -Non-Independent, Executive Director
2. Ms Shireen Sethi -Independent, Non-Executive Director
3. Mr Bhavdeep Sardana -Independent, Non-Executive Director
In pursuance of the Companies Act, 2013 and in alignment with its
vision, the Company through its CSR initiatives will continue to enhance value creation in
the society and in the areas in which it operates, through its services, conduct and
initiatives, so as to promote sustained growth for the society and community.
During the year under review, the Company has spent an amount of H
360.36 Lakhs against the CSR obligation of H 359.49 Lakhs. Details about the CSR policy
and initiatives taken by the Company during the year are available on your Company's
website www.kuantumpapers.com. The Report on CSR activities is given in Annexure-1
forming part of this Report.
The Company has spent more than the expenditure required to be spent on
CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules
thereto.
VIGIL MECHANISM / WHISTLE BLOWER
Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Inter alia, provides
for a mandatory requirement for all listed companies to establish a mechanism called the
Whistle Blower Policy' for Directors and employees to report concerns of
unethical behavior, actual or suspected, fraud or violation or the Company's code of
conduct or ethics policy. In line with this requirement, the Company has framed a
"Whistle
Blower Policy", which is placed on the Company's website i.e.
www.kuantumpapers.com. No complaint has been received during the year under review.
RISK MANAGEMENT
In line with the new regulatory requirements, the company has framed a
Risk Management Policy' to identify and assess the key risk areas, monitor, and
report compliance and effectiveness of the policy and procedure. A Risk Management
Committee has also been constituted to oversee this process. Pursuant to Section 134(3) of
the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was
in place, comprising (i) Mr Pavan Khaitan (Chairman) Non-Independent, Executive Director,
(ii) Ms. Shireen Sethi, Independent Director and (iii) Mr Bhavdeep Sardana, Independent
Director.
During FY 2024-25, two Meetings were held on 11th April, 2024 and 04th
November, 2024, wherein, relevant mitigation measures identified for the Company were
reviewed and discussed.
The Company believes that managing risks helps in optimising returns. A
risk management framework has been developed and implemented by the Company for
identification of elements of risk if any, which in opinion of Board may threaten the
existence of the Company. It aims to identify commodity prices, price fluctuation of raw
material and finished goods, Credit Risks, Inflation, Strategic Risks, etc. The
effectiveness of risk management framework and system is periodically reviewed by Board of
Directors of the Company. At present, in the opinion of the Board of Directors, there
exists no risks which may threaten the existence of the Company.
The speed and degree of changes in the global economy and the
increasingly complex interplay of factors influencing the business makes Risk Management
an inevitable exercise and to cater to the same, your Company has identified major focus
areas for risk management to ensure organisational objectives are achieved and has a
robust policy along with well-defined and dynamic structure and proactive approach to
assess, monitor and mitigate risks associated with the business.
The Risk Management Committee is regularly informed about the potential
risks, their assessment and minimisation procedures. The Board frames a plan for
elimination / minimisation of the risk and further lays out the steps for implementing and
monitoring of the risk management plan The Company is taking all the appropriate steps to
avoid the risks that arise in the Company.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's risk management systems and programs comprises of various processes,
structures and guidelines which assist the Company to identify, assess, monitor, and
manages its risks, including any material changes to its risk profile. To achieve this,
the Company has clearly defined the responsibility and authority of the Company's
Management and the Risk Management Committee to oversee and manage these Programs. Details
of the various risks, which can affect the Company's business and the
management's perception, are more elaborately given in the Management
Discussion & Analysis' attached to this Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Effective and strong internal financial control systems are developed
in the Company for all the major processes to ensure reliability of financial reporting,
safeguarding of assets and economical and efficient use of resources as also the
compliance of laws, regulations, policies and procedures. The Company's internal
control systems are reviewed by an independent firm of Chartered Accountants. The firm
independently evaluates the adequacy of internal financial controls through periodic
reviews that cover all the functions and processes through reviewing major transactions.
They report directly to the Audit Committee which ensures complete independence.
The Company has designed and implemented a process driven framework for
Internal Financial Controls. For the year ended on March 31, 2025, the Board is of the
opinion that the Company has sound Internal Financial Controls commensurate with the size,
scale and complexity of its business operations. During the year, such controls were
tested and were operating effectively.
All the relevant Function Heads are certifying the compliance to all
applicable rules, regulations and laws every quarter to the Board and are responsible to
ensure that internal controls over all the key business processes are operative. The scope
of the Internal Audit is defined and reviewed every year by the Audit Committee and
inputs, wherever required, are taken from the Statutory Auditors.
Based on the report of Internal Auditors, major audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
The Management assessed the effectiveness of the Company's
internal control over financial reporting (as defined in Clause 17 of SEBI Regulations
2015) as of March 31, 2025. The Statutory Auditors of the Company have audited the
financial statements included in this annual report and have issued an attestation report
on our internal control over financial reporting (as defined in Section 143 of Companies
Act 2013).
CHANGES IN CAPITAL STRUCTURE
There were no changes in the Share Capital during the year under
review. The Company has neither issued any shares with differential voting rights or
granted stock options or issued sweat equity or purchased its own shares nor the Company
has made any Public/ Rights/ Bonus/Buy back of Equity Shares of the Company. As on 31st
March, 2025, the paid up Equity Share Capital of the Company stood at H 8,72,63,630
divided into 8,72,63,630 equity shares of face value of H 1/- each.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies Act, 2013, the
Key Managerial Personnel of the Company as on March 31, 2025 were as under:
1. Mr. Pavan Khaitan , Vice Chairman & Managing Director
2. Mr. Vikram Kumar Khaitan, CFO (w.e.f. 05th November, 2024)
3. Mr. Gurinder Singh Makkar, Company Secretary
RELATED PARTY TRANSACTIONS
During the year under review, there were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons, which could have potential conflict with the
interest of the Company at large. All contracts / arrangements transactions entered into
by the Company during the financial year under review with related parties were at an
arm's length basis and in the ordinary course of business. Necessary disclosures as
required under the Accounting Standards have been made in the Financial Statements.
During the year, the Company has not entered into any contract/
arrangement/transaction with related parties which could be considered material in
accordance with the policy of Company on materiality of related party transactions
(transactions where the value exceeds H 1,000 Crores or 10% of the annual consolidated
turnover, whichever is lower), or which is required to be reported in Form AOC2 in
terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, as amended.
Statements giving details of all related party transactions were placed
before the Audit Committee on a quarterly basis. The Audit Committee as well as all the
Directors who were Independent Directors approved the same. The policy on Related Party
Transactions as approved by the Board can be accessed on the Company's website at
link
https://www.kuantumpapers.com/wp-content/uploads/2024/11/Related-Party-Transaction-Policy.pdf
All the related party transactions are done at arm's length and
pertain to FY 2024-25.
Members may refer Notes to the Financial Statements, which sets out
related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant material orders passed by the Regulators,
Courts or Tribunals, which would impact the going concern status of the Company and its
operations in future.
AUDIT COMMITTEE
As on date, the Audit Committee of the Board consists of Four
Directors, with three of them being Independent Directors. The Chairman of the Audit
Committee is Mr. Vivek Bihani, Independent Director and the Members are Mr. Bhavdeep
Sardana, Independent Director, Ms. Shireen Sethi, Independent Director and Mr. Pavan
Khaitan, Executive Director. An Independent Director is the Chairperson of the Committee.
During the year, all the recommendations made by the Audit Committee
were accepted by the Board.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provision of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, the top 1,000 listed entities
based on market capitalisation shall formulate a dividend distribution policy which shall
be disclosed on the website of the listed entity and a web-link shall also be provided in
annual report.
Though, now the Company is not covered among top 1,000 listed entities
as at 31st December, 2024 and 31st March, 2025, yet in terms of Regulation 3(2) of
SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the duly approved
Dividend Distribution Policy is in place. The Policy can be accessed on the Company's
website at weblink: https://www.kuantumpapers.com/
wp-content/uploads/2024/12/Dividend-Distribution-Policy.pdf.
CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2024-25, Shri Drishinder Singh Sandhawalia
resigned as Non-Executive Director and Mr. Munishwar Kumar was appointed as Non Executive
Director of the Company.
Further, during the financial year 2024-25, the Shareholders of the
Company, by way of Special Resolution passed on 25th May, 2024, through Postal Ballot,
duly approved the Re-appointment of Mr. Pavan Khaitan as vice Chairman & Managing
Director for a period of three years w.e.f. 01st April, 2024.
During the year 2024-25, Shri Roshan Garg resigned from the post of
Chief Financial Officer (CFO) and Key Managerial Personnel of the Company w.e.f. close of
business hours of 04th November, 2024, on account of personal reasons. Mr. Vikram Kumar
Khaitan was appointed as Chief Financial Officer (CFO), a Key Managerial Personnel,
categorized as Senior Management Personnel, of the Company w.e.f. 05th November, 2024.
Further, in accordance with the provisions of the Companies Act, 2013
and Articles of Association of the Company, Shri Jagesh Kumar Khaitan, Director shall
retire by rotation at the forthcoming Annual General Meeting and being eligible, has
offered himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves to act as Independent Director
under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the relevant rules.
Based on the declarations received from the Independent Directors, the
Board of Directors has confirmed that they meet the criteria of independence as mentioned
under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of
the management.
In terms of Regulation 25(8) of SEBI Listing Regulations, Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties. In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company .
Further, the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board.
In terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company are
registered on the Independent Director Databank maintained by the Indian Institute of
Corporate Affairs (IICA) and hold valid certificate of registration.
INDUCTIONS & TRAINING OF BOARD MEMBERS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company familiarized the Independent
Directors in the following areas:
a. Nature of the industry in which the entity operates; b. Business
model of the entity; c. Roles, rights, responsibilities of independent directors
Presentations are made to the Board/Committees of the Board on regular
intervals which, inter alia, cover business strategies & reviews, operations, Industry
developments, management structure, quarterly and year to date financial results,
budgets/business plans, review of Internal Audit and risk management framework.
Your Company follows a structured familiarisation programme through
various reports and internal policies for all the Directors with a view to update them on
the Company's policies on a regular basis. Letter of Appointment(s) are issued to
Independent Directors setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. Each newly appointed Director is taken
through a formal induction program including the presentation from the Executive Directors
on the Company's manufacturing, marketing, finance and other important aspects. All
our Directors are aware and also updated, whenever required, of their role,
responsibilities and obligations under the provisions of the Companies Act, 2013 and Rules
made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details
of the Familiarisation Programmes for Independent Directors are made available on
Company's website at the web link: https://www.kuantumpapers.com/wp-content/
uploads/2025/05/Familiarisation-Programme.pdf
PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT
DIRECTORS
Nomination, Remuneration and Evaluation Policy has been framed by the
Nomination and Remuneration Committee. This Committee has laid down the criteria for
performance evaluation of the individual Directors as well as the Board. The framework of
performance evaluation of the Directors captures the following points.
(a) Performance of the directors and key attributes of the Directors
that justify his/her extension/continuation on the Board of the Company.
(b) Participation of the Directors in the Board proceedings and their
effectiveness.
( ) Fulfilment of the independence criteria and their independence from
the management as specified in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) or enactment thereof for the
time being in force) in case of Independent Directors.
The Board adopted a formal mechanism for evaluating its performance as
well as of its Committees and individual Directors including the Chairman of the Board.
The exercise was carried out through a structured evaluation process covering various
aspects of the Board's functioning such as composition of the Board and Committees,
experience and competencies, performance of specific duties and obligation, governance
issues, participation and effectiveness.
Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an Annual Evaluation of its own performance,
performance of the Directors and the working of its Committees on the evaluation criteria
defined by the Nomination and Remuneration Committee (NRC) for performance evaluation
process of the Board, its Committees and Directors. The Board's functioning was
evaluated on various aspects, including inter-alia the structure of the Board, meetings of
the Board, functions of the Board, degree of fulfilment of key responsibilities,
establishment and delineation of responsibilities to various Committees, effectiveness of
Board processes, information and functioning. The Committees of the Board were assessed on
the degree of fulfilment of key responsibilities, adequacy of Committee composition and
effectiveness of Meetings. The Directors were evaluated on aspects such as attendance,
contribution at Board/ Committee Meetings and guidance/support to the Management outside
Board/ Committee Meetings.
The criteria for evaluation of Board include whether Board meetings
were held in time, all items which were required as per law or SEBI (LODR) Regulations,
2015 to be placed before the Board, have been placed, the same have been discussed and
appropriate decisions were taken, adherence to legally prescribed composition and
procedures, timely induction of additional/ women Directors and replacement of Board
members/Committee members, whenever required, whether the Board regularly reviews the
investors grievance redressal mechanism and related issues, Board facilitates the
independent directors to perform their role effectively etc. The criteria for evaluation
of committee include taking up roles and functions as per its terms of reference,
independence of the committee, policies which are required to frame and properly monitored
its implementation, whether the committee has sought necessary clarifications, information
and explanations from management, internal and external auditors etc. Based on such
criteria, the evaluation was done in a structured manner through peer consultation &
discussion.
The performance assessment of Non-Independent Directors, Board as a
whole and the Chairman were evaluated in a separate meeting of Independent Directors. The
same was also discussed in the meetings of NRC and the Board.
Performance evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
During the year under review, a meeting of Independent Directors was
held on 11th February, 2025. The performance of the Non-
Independent Directors and the Board as a whole vis- ?-vis the
performance of the Chairman of the Company was reviewed by the Independent Directors.
DISCLOSURES ON BOARD EVALUATION: i. Observations of Board Evaluation
carried out for the year:
In conformity with the evaluation policy and laid down parameters, the
overall contribution of each Director was assessed as satisfactory and appreciable. The
suggestions, participation, involvement and constant efforts of each director in the light
of the business operations and overall growth and development of the Company was really
significant.
ii. Previous year's observations and actions taken:
There were no observations of the Board with regard to the previous
year. However, it has been the endeavor of the Board of Directors of the Company to attain
the highest level of transparency, accountability and integrity as well as utmost
applicable legal and ethical standards in the functioning of the Company with a view to
create value that can be sustained continuously for the benefit of its stakeholders.
iii. Proposed actions envisaged:
The Company proposes to hold more trainings, presentations and
interactions enabling the Directors to uphold highest standards of integrity & probity
and strict adherence of the Companies Act, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, and other rules and regulations besides Company's Code of
Conduct as also to strive for constructive, effective and value-added deliberations at the
meetings as also to consistently strive to implement best corporate governance practices
reflecting its strong value system and ethical business conduct.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with Section 149(8) of the Act read along with Schedule
IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors separately met on 11th February, 2025.
The Independent Directors at their separate meeting, reviewed the
performance of the Board, Chairman of the Board and of Non- Independent Directors, as
required under the Act and the Listing Agreement. The Independent Directors at their
separate meeting also assessed the quality, quantity and timelines of flow of information
between your Company Management and the Board of Directors of your Company.
All the Independent Directors were present at the Meeting.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Board has on the recommendation of the Nomination and Remuneration
Committee, approved a policy for selection, appointment, remuneration and evaluation of
Directors, Key Managerial Personnel and Senior Management. Details of the Nomination and
Remuneration Committee are given in the Corporate Governance Report. The Nomination,
Remuneration and Evaluation Policy as approved by the Board is placed on the
Company's website i.e. www.kuantumpapers.com.
DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT AND CHILD LABOUR
The Company's Policy on Prevention of Sexual Harassment at
workplace is in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and
2024-25 Annual Report
Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at
Workplace Act) and Rules framed there under.
Internal Complaints Committees have also been set up to redress
complaints received regarding sexual harassment. The Company is committed to providing a
safe and conducive work environment to all of its employees and associates. The following
is a summary of sexual harassment complaints received and disposed off during the year
2024-25:
Sr. No.
Category |
No. of
complaints during financial year 2024-25 |
No. of
complaints pending as at end of year 2024-25 |
1 Child labour /
forced labour / involuntary labour |
The Company does
not hire Child |
Not Applicable |
|
Labour, Forced
Labour or involuntary |
|
|
Labour (No Case
Reported) |
|
2 Sexual
Harassment |
No reported case |
Not Applicable |
3 Discriminatory
Employment |
No reported case |
Not Applicable |
STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE
In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby
stated that the Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
The Board meets at regular intervals to discuss and decide on
Company's business operations, policies and strategy apart from other Board
businesses.
During the year, 5(Five) Board Meetings and 5 (Five) Audit Committee
Meetings were convened and held. Details of the number of meetings of Board of Directors
and committees thereof and the attendance of the Directors in such meetings are provided
under the Corporate Governance Report that forms part of the Annual Report.
The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), as amended from time to time. Pursuant to the circular relating to the
"enforcement of SEBI Order regarding appointment of directors by listed
companies" dated June 20, 2018, none of the director of the Company, is debarred from
holding the office of director pursuant to any SEBI order.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations'), Management
Discussions and Analysis report ("MD&A Report") providing a detailed
overview of your Company's performance, industry trends, business and risks involved
is provided separately and forms part of Annual Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority. The following are the Committees
statutorily constituted by the Board and function according to their respective roles and
defined scope:
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance which forms part
of the Annual Report.
Apart from above statutory committees, the Board of Directors has also
a non-statutory committee viz. Finance Committee.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading, in accordance with the requirements of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The
Company Secretary is the Compliance Officer for monitoring adherence to the said
Regulations. The Code is displayed on the Company's website at www.kuantumpapers.com.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or to the Board as
required under Section 143(12) of the Act and the rules made thereunder.
DEMATERIALISATION OF SHARES
As on March 31, 2025, 99.31% Equity Shares were in dematerialised form
with National Securities Depository Limited and Central Depository Services (India)
Limited and rest 0.69% were in physical form.
INSURANCE:
The properties/assets of your Company are adequately insured.
INDIAN ACCOUNTING STANDARDS
The financial statements of your Company are prepared in accordance
with the Indian Accounting Standards (Ind- AS') pursuant to the Ministry of
Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian
Accounting Standards) Rules, 2015.
STATUTORY AUDITORS & AUDITOR'S REPORT
M/s O P Bagla & Co. LLP, Chartered Accountants, (Firm Registration
No. 000018N/N500091), Statutory Auditors of the company were appointed for a period of
five years by the shareholders of the Company to hold office from the conclusion of the
23rd Annual General Meeting till the conclusion of 28th Annual General Meeting. Being
eligible as a Firm, for re-appointment as Statutory Auditors of the Company, they have
expressed their consent and eligibility for being re-appointed for a second term of
consecutive five years w.e.f. the conclusion of ensuing 28th Annual General Meeting until
the conclusion of 33rd Annual General Meeting, subject to the approval of shareholders at
ensuing AGM.
As required under Section 139 of the Companies Act, 2013, the Company
has received a written consent from the Auditors to their continued appointment and also a
certificate from them to the effect that their existing appointment is in accordance with
the conditions prescribed under the Companies Act, 2013 and rules made thereunder.
The Auditors report for the financial year 2024-25 does not contain any
qualification, reservation or adverse remark. The Notes on Accounts referred to in the
Annexure to the Statutory Auditor's Report are self-explanatory and do not call for
any comments.
The details relating to fees paid to the Statutory Auditors are given
in the Financial Statements and Corporate Governance Report in the Annual Report.
APPLICABILITY AND MAINTENANCE OF COST RECORDS
In terms of Companies (Accounts) Amendment Rules, 2018, a Disclosure is
hereby made that maintenance of cost records as specified by the Central Government under
subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and
accordingly such accounts and records are made and maintained.
COST AUDITORS
M/s R.J. Goel & Co., Delhi were appointed as Cost Auditors for
conducting the cost audit of the Company for the year ended 31st March 2025. The
Company's Cost Audit Report for the year ended 31st March 2024 was duly filed during
the financial year 2024-25 within stipulated period. The Board of Directors has on the
recommendation of Audit Committee, appointed the said firm as Cost Auditors of the Company
for the financial year 2025-26. For the year 2024-25, the Cost Audit report shall be duly
filed within prescribed time.
SECRETARIAL AUDITORS & REPORTS
M/s S.K. Sikka & Associates, Company Secretaries were appointed as
Secretarial Auditors to conduct Secretarial Audit of the Company and they have submitted
the Secretarial Audit Report for the year ending 31st March, 2025 which is annexed to this
Board's Report as Annexure-4.
As per amended SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in addition to the above- mentioned Secretarial Audit Report, listed
company is also required to obtain an Annual Secretarial Compliance Report from a
practicing Company Secretary w.r.t. the compliances of all applicable SEBI Regulations,
amendments, circulars or guidelines etc. by the Company. Accordingly, the same has been
obtained from M/s S.K. Sikka & Associates, Company Secretaries and filed with the
concerned Stock Exchanges. The said Secretarial Audit Report or Report on annual
secretarial compliances does not contain any qualification, observation reservation or
adverse remark made by the Secretarial Auditor.
Further pursuant to SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, read with Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) (Amendment) Regulations, 2018, the Company is
required to obtain a certificate from Practicing Company Secretary that none of the
directors on the Board of the company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority. The said Certificate has been obtained from the
M/s S.K. Sikka & Associates, Company Secretaries, which is given at Annexure-7
and forms part of Board's Report.
Pursuant to Section 204 of the Companies Act, 2013 further read with
amended Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 M/s S.K. Sikka & Associates, Company Secretaries have been appointed
as the Secretarial Auditors to conduct Secretarial Audit of the Company for a period of
five consecutive years w.e.f. the conclusion of ensuing 28th AGM until the conclusion of
33rd AGM to be held in year 2030, subject to the approval of shareholders at ensuing 28th
AGM.
INTERNAL AUDITOR
Internal Audit for the year ended 31st March, 2025 was done by M/s A.
Gandhi & Associates, Chartered Accountants and Internal Audit Report for every quarter
was placed before the Audit Committee. The internal financial controls were adequate and
operating effectively in the Company.
DIRECTORS AND OFFICERS INSURANCE (D &O)
As per the requirements of Regulation 25 (10) of the SEBI further read
with Regulation 3(2) of Listing Regulations, applicable to the Company, the Company has
taken Directors and Officers Insurance Policy (D & O) for all of its Directors.
UNCLAIMED SUSPENSE ACCOUNT
Details pertaining to the shares in Unclaimed Suspense
Account' in Compliance with the terms of SEBI (LODR) Regulations, 2015 are given in
the Report on Corporate Governance annexed with this report.
RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL
YEAR
During the year under review, two Special Resolution were passed
through postal Ballot process on 25th May, 2024, for reappointment of Mr. Pavan Khaitan as
vice Chairman & Managing Director for a period of three years w.e.f. 01st April, 2024
and on 18th December, 2024 for appointment of Shri Munishwar Kumar(DIN: 00434341) as
Non-Executive Director.
DECLARATION REGARDING CODE OF CONDUCT
Directors, Key Managerial Personnel and Senior Management of the
Company have confirmed compliance with the Code of Conduct applicable to the Directors and
employees of the Company and the declaration in this regard made by CEO/ Vice Chairman
& Managing Director of the Company is annexed at Annexure-9 and forms part of
this Annual Report. The said code is available at the Company's website i.e.
www.kuantumpapers.com.
DISCLOSURE ABOUT THE RECEIPT OF COMMISSION
Details of Remuneration including Commission received only from the
Company by Managing/Whole Time directors are given in Corporate Governance Section which
forms part of Annual Report. In terms of Section 197(14) of the Act and rules made there
under, during the year under review, no director has received any commission from the
holding company. The Company is not having any subsidiary and hence the same is not
applicable to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Practicing Company Secretary regarding compliance of the conditions of Corporate
Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are annexed at Annexure-5 and Annexure-6 respectively and form part of
the Annual Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As required under the provision of the Section 124 & 125 and other
applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of
consecutive 7 years, are required to be transferred to the account administered by the
Central Government viz. Investor Education and Protection Fund
("IEPF"). Further, according to the said Rules, the shares on
which Dividend has not been encashed or claimed by the Members for 7 consecutive years or
more shall also be transferred to the demat account of the IEPF Authority. In terms of the
provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, the abovestated unpaid dividends and shares requiring transfer to
Investor Education and Protection Fund during the year 2024-25, have been duly
transferred.
INDUSTRIAL RELATIONS
The industrial relations remained very cordial and responsive during
the year under review.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the extract of the Annual Return of the Company for the Financial Year March 31, 2025 is
uploaded on the website of the Company and can be accessed at www.kuantumpapers.com under
the weblink i.e. https:// www.kuantumpapers.com/wp-content/uploads/2025/05/
MGT-7-2024-25.pdf
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to general
reserves. Capital Redemption Reserve have been created in accordance with Companies Act,
2013 at the time of redemption of preference shares by transferring amount equal to
nominal value of preference shares so redeemed from surplus balance of profits.
CAUTIONARY STATEMENT
Certain Statements in this Annual Report may constitute "forward
looking statements". These forward-looking statements are subject to a number of
risks, uncertainties and other factors which could cause actual results to differ
materially from those suggested by forward looking statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
given in Annexure-2 which forms part of this Report.
PERSONNEL
Relationships with the employees remained cordial throughout the year
in the Company. The Directors express their appreciation for the contribution made by the
employees at all levels to the operations and in establishing operational efficiencies of
the Company during the year under review.
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is given in the statement annexed herewith as Annexure-3 and
forms part of this Report. The information required pursuant to the provisions of Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of
H 102 Lakhs per annum if employed throughout the year and H 8.50 Lakhs per month if
employed for part of the year, is given in the statement annexed herewith as Annexure-3.
As per the provisions of Section 136 of the Act, the reports and
Financial Statements are being sent to shareholders of the Company and other stakeholders
entitled thereto, excluding the Statement containing other Particulars of Employees. Any
shareholder interested in obtaining such details may write to the Company Secretary of the
Company.
LISTING OF SECURITIES
The securities (Equity Shares) of the Company are listed at BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the listing
fees to the BSE and NSE up to the financial year 2025-26.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
There had been no loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 requiring particulars. Details of loans from
Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and
maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial
Auditors including financial reporting by the Statutory Auditors and the reviews performed
by Management and the relevant Board Committees, including Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and
effective during Financial Year 2024-25.
Accordingly, pursuant to Section 134(3)(C)read with Section 134(5) of
the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability state that:
(i) in the preparation of the annual accounts for the year ended
31 March 2025, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no
material departures;
(ii) such accounting policies have been selected and applied
consistently and judgments 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 at 31st March
2025 and of the profit of the company for the year ended on that date.
(iii) 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;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)
As at 31st March, 2025, the Company is not covered amongst top 1000
listed entities based on market capitalisation, yet in terms of Regulation 34(2)(f)
further read with Regulation 3(2) of the Listing Regulations, Business Responsibility and
Sustainability Report (BRSR) of the Company for FY 2024-25 is annexed at Annexure-10
of Board's Report and forms part of Annual Report of the Company.
INSOLVENCY & BANKRUPTCY CODE, 2016
There were no proceedings initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016, which impacts the business of the Company.
DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY
There were no instances where your Company required the valuation for
one time settlement or while taking any loan from the Banks or Financial Institutions. The
Company has not made any onetime settlement during the Financial Year 2024-25 with Banks
or Financial Institution.
ACKNOWLEDGMENT
Your Directors convey sincere thanks to the various agencies of the
Central and State Governments, Banks and other concerned agencies for all the assistance
and cooperation extended to the Company for their continued support. The Directors also
deeply appreciate and acknowledge the trust and confidence the vendors, suppliers,
dealers, customers, shareholders and investors reposed in the Company. Your Directors also
place on record their appreciation for the dedicated services rendered by the workers,
staff and officers of the Company.
For and on behalf of Board of Directors of Kuantum Papers Limited
(CIN: L21012PB1997PLC035243)
Jagesh Kumar Khaitan
Dated: 20th May, 2025 Chairman Place: Chandigarh DIN: 00026264
ANNEXURE-2
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014)
I. CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy:
Replaced Air Preheater in Boiler 5, improving thermal efficiency
and lowering power usage below 10% of total generation.
Achieved reduced auxiliary power/MT of HP steam (from 21.37 to
20.73 kWh/MT) and reduced HP steam generation per MT of paper by 4%.
Reduced soot blowing in recovery boiler, saving 5 MT/ day of HP
steam.
Condensate Polishing Unit installed 350 KL/day water saved,
0.5% auxiliary steam reduction.
Installed multiple VFDs (Variable Frequency Drives) on plant
systems and WTP pumps, saving a total of over 2,517 kWh/day.
Installed Star-Delta converters on underloaded motors and replaced
IE1/re-wound motors with IE4 motors.
Upgraded outdated DC systems to energy-efficient AC technology
(e.g., PM4 Lenox Rewinder).
Energy Management System and DataPARC integration enabled real-time
monitoring and energy optimization.
MACS boiler automation reduced steam losses and improved oxygen
control.
Power optimization at chemical recovery plant resulted in
savings of 364 kWh/day.
False ceiling and closed dryer hoods are installed at PM1/2/3
enhanced thermal efficiency.
PM4 rewinder upgraded from DC to energy-efficient AC drives.
LED lighting was implemented across plant and colony.
(ii) The steps taken by the company for utilising alternate sources of
energy:
The company generates steam from chemical recovery boiler wherein black
liquor dry solids (by product of wood and agro cooking process) are fired to generate
steam and the same which is confirmed as Renewable Biomass source.
(iii) The capital investment on energy conservation equipment:
During the year the company invested H 353.92 lakhs, covering key
upgrades across the plant, including the installation and integration of an Energy
Monitoring System with DataPARC, transformer overhauls and replacement, electrical
augmentations at the ETP and 66kV substation, replacement of IE1 motors with
high-efficiency IE4 motors, and the installation of Variable Frequency Drives (VFDs)
across the facility.
II. TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption:
Advanced Process Control (APC) introduced in Boiler 5 to reduce
fuel consumption and in bleaching plants to reduce chemical consumption and enhance
product quality.
Twin Roll Presses installed in Agro and Wood Street of pulp mill,
reduced freshwater usage by 4 m_/ton of paper.
Full-scale mill digitization using DataPARC real-time
dashboards for pulp, paper, and power operations. Energy Monitoring System integrated with
DataPARC enabled real-time tracking of energy KPIs.
Adopted advanced condition monitoring tools: thermal imaging,
vibration analyzers, IoT sensors for predictive maintenance.
Electricalgridreliabilityenhancedviarelaycoordination, short
circuit, and load flow studies using ETAP.
Installed chip washing system for veneer chips for improving pulp
quality and reliability.
Trials conducted with digester and wash aid additives to optimize
chemical usage and wood fiber quality.
PM1PM3 upgraded with new hoods, false ceilings, and closed
systems to improve thermal efficiency and product quality.
Installed pressure screens and upgraded centricleaners at PM1 &
PM2 to reduce fiber loss and improve product quality.
PM4 enhanced with new vacuum pumps, heat exchanger, suction couch
roll doctor, and electromechanical stretchers to improve efficiency.
Upgraded utility cooling towers and enabled 100% canal water use in
softeners.
DM plant conversion to canal water reduced chemical usage
and cut cost by 30%.
Reused 800 KLD of treated ETP water for chip washing.
New HRSCC clarifier installed for wheat straw washing to improve
washing efficiency to reduce silica and chlorides.
Online CIO? dosing introduced for process water for precision
disinfection.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution:
The initiatives have benefited the company in terms of energy savings,
environmental protection, enhanced product quality, higher customer satisfaction, reduced
breakdowns and product development.
(iii) In case of imported technology (Imported during the last 3 years
reckoned from the beginning of the financial year):
The details of these imported technologies are as under:
1. a) The details
of the technology imported |
DataPARC system
for entire process data integration to create the single platform for accessing of the
data and helping the process for advanced process control and process variable analysis
purpose. |
b) Year of import |
2024-25 |
c) Has technology
been fully absorbed? |
Yes |
d) If not fully
absorbed, areas where absorption has not taken place, and the reasons there of |
Not applicable |
2. a) The details
of the technology imported |
Twin Roll -E
press in agro and wood pulping: To improve pulp washing efficiency, reduced water
consumption and reduced COD levels in pulp feeding to the bleaching. TRPE to wash the ODL
pulp reducing the carry over residual chemicals, making it easy to bleach both in agro and
wood pulping stages. |
b) Year of import |
2024-25 |
c) Has technology
been fully absorbed? |
Yes |
d) If not fully
absorbed, areas where absorption has |
Not applicable |
not taken place,
and the reasons there of |
|
(iv) TheexpenditureincurredonResearchandDevelopment:
During the year the company has spent H 383.42 lakhs on Research &
Development. The company has performed various Research and Development activities.
Developed premium grades: Kosmo Litho BT & SPX, Konquer
(copier), Kosmo EXP (diary), Kappa Premium III CRP.
Introduced Copier EXP with higher agro pulp for improved
sustainability.
Pigment dye transition for stability and color retention.
Single-dye innovation for colored paper improved consistency and
reduced complexity.
Modified starch used to lower chemical costs and improve
efficiency.
R&D activities in Plantation:
Evaluated Vietnamese acacia chips; studied pulping & bleaching
across 16 bamboo species (11 viable).
Clone production capacity expanded to 40 lakhs plants/ year with
further expansion to 60 lakhs planned.
Developed Melia dubia and Subabul clones for pulp trials.
Distributed 2,000 bamboo seedlings to farmers
Standardized Apical Cutting method for Eucalyptus 1.5
lakh plants distributed.
Trial planting of new Eucalyptus clone (E-3) to assess adaptability
and pulping suitability.
III. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:
- Foreign Exchange Earnings: H 7,185.95 Lakhs
- Foreign Exchange Outgo: H 12,445.66 Lakhs
For and on behalf of Board of Directors of Kuantum Papers Limited
(CIN: L21012PB1997PLC035243)
(Jagesh Kumar Khaitan)
Place: Chandigarh Chairman Dated: 20th May, 2025 DIN: 00026264
ANNEXURE-3
Particulars of Employees
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
S.No.
Requirements of Rule 5(1) |
Details Name |
Ratio |
(i) The ratio of
the remuneration of each director to the median remuneration of the employees of the
company for the financial year |
Mr. Jagesh Kumar
Khaitan Mr. Pavan Khaitan |
67.73: 1
163.51:1 |
(ii) The
percentage of increase / Decrease in remuneration of each director, Chief Financial
Officer, Chief Executive Officer, Company |
|
|
Secretary or
Manager, if any, in the Financial Year; |
Mr. Jagesh Kumar
Khaitan (Chairman) Mr. Pavan Khaitan (VC & Managing Director) Mr. Roshan Garg (CFO)
(Resigned w.e.f. 04.11.2024) (Annualized %) Mr. Vikram Kumar Khaitan (CFO) (Appointed
w.e.f. 05.11.2024) Mr. Gurinder Singh Makkar (Annualized %) |
-11.84% 17.26%
22.96% N.A. 12.56% |
(iii) The percentage increase in the median remuneration of employees
8.68%
(iv) The number
of permanent employees on the rolls of company; |
1,356 employees
as on 31.03.2025. |
(v) Average
percentile increase/decrease already made in the salaries |
- Average
percentage increase in the managerial |
of employees
other than the managerial personnel in the last |
remuneration :
18.19%. |
financial year
and its comparison with the percentile increase in the |
|
|
- Average
percentage increase already made in the |
managerial
remuneration and justification thereof and any exceptional |
|
|
salaries of
employees other than the managerial |
circumstances for
increase in the managerial remuneration: |
|
|
personnel in the
last financial year: 10.23% |
|
The increments
given to employees are based on |
|
their potential,
performance and contribution, which |
|
is benchmarked
against applicable industry norms. |
|
Average increase
in remuneration for employees other |
|
than Managerial
Personnel is in line with the industry |
|
peers and is
also outcome of market competitiveness. |
(vi) The key
parameters for any variable component of remuneration |
The key
parameters for the performance based pay/ |
availed by the
directors. |
variable
component of remuneration are considered by |
|
the Board of
Directors based on the recommendations |
|
of the
Nomination and Remuneration Committee and |
|
are linked to
short-term performance against the annual |
|
plan, further
subject to organisational policies of the |
|
company and
terms and conditions agreed with directors. |
(vii) Affirmation
that the remuneration is as per the remuneration policy |
It is hereby
affirmed that the remuneration paid is as per |
of the company |
the Remuneration
Policy for Directors, Key Managerial |
|
Personnel and
other Employees. |
For and on behalf of Board of Directors of Kuantum Papers Limited
(CIN: L21012PB1997PLC035243)
Jagesh Kumar Khaitan
Place: Chandigarh Chairman Dated: 20th May, 2025 DIN: 00026264
ANNEXURE-9
DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT
I, Pavan Khaitan, Chief Executive Officer of Kuantum Papers Ltd, hereby
confirm that the Company has obtained from all the members of the Board and Senior
Management team, an affirmation of compliance with the Code of Conduct for Directors and
Senior Management in respect of financial year ended March 31, 2025.
For Kuantum Papers Limited
(CIN: L21012PB1997PLC035243)
Pavan Khaitan
Place: Chandigarh Vice Chairman & Managing Director/CEO Dated: 20th
May, 2025 DIN: 00026256