Directors Report of Kuantum Papers Ltd.

Mar 31, 2025

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:

Particulars	2024-25	2023-24
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 2024-25 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 margins—driven 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 costs—especially for domestic
wood—rose 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 13-14%, 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 yield—contributing 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¬
making—laying 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 2024-25 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
its upward trajectory and demand for sustainable, value-added
paper grades accelerates, these initiatives are expected to yield
substantial long-term benefits—including 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
is 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.

INDUSTRYSTATUS

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.

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 (? in crore)	Rating	Rating Action
Long Term Bank Facilities	856.94	CARE A; Stable (Single A; Outlook: Stable)	Reaffirmed and removed from Rating Watch 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; Outlook: Stable)	Reaffirmed and removed from Rating Watch with Developing Implications; Stable outlook assigned

Details of Deposits:	J in Lakhs
Accepted during the year (excluding renewals)	126.06
Accepted during the year including renewals	1,639.81
Remained unpaid or unclaimed as at the end of the year	Nil
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 compliance with the requirements of Chapter	Nil

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 AOC-2 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.

(c) 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- a-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

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 Labour, Forced Labour or involuntary Labour (No Case Reported)	Not Applicable
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 re¬
appointment 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

---

Mar 31, 2024

Your Directors take pleasure in presenting the 27th Annual Report on the business and operations together with Audited Financial Statements of your Company for the financial year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2023-24 are given hereunder.

(INR in Lakhs)

Particulars	2023-24	2022-23
Sales & other income	1,21,693.66	1,31,316.26
Operating Profit	33,870.49	38,281.71
Interest	4,284.70	7,099.44
Gross Profit	29,585.79	31,182.27
Depreciation	4,824.73	4,543.67
Profit (Loss) before exceptional items and tax	24,761.06	26,638.60
Exceptional items	-	6,342.31
Profit (Loss) after exceptional items	24,761.06	20,296.29
Provision for
- Current Tax	5,461.74	1,533.07
- Adjustment of Tax-Earlier Years	32.30	(128.68)
- Deferred Tax	884.45	5,276.72
Net Profit (Loss) after tax	18,382.58	13,615.18
Other comprehensive Income (Expense)	(61.72)	(45.52)
Total comprehensive Income/(Loss) for the year (Net of Income Tax)	18,320.86	13,569.66

DIVIDEND

Considering the satisfactory business operations coupled with satisfactory cash flows during the year under review, your Directors have proposed a dividend of INR 3/- (i.e. @300%) per share (previous year INR 3/- per share) on the Equity Shares of INR 1.00 each for financial year 2023-24.

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.

Further, in terms of Section 123(3) of the Companies Act, 2013, the Board of Directors had declared and paid interim dividend to the preference shareholders @ 10% per annum on pro rata basis for the period 1st April 2023 to 29th October 2023 amounting to Rs. 1,73,77,049/- (Rupees One Crore Seventy Three Lacs Seventy Seven Thousand and Forty Nine only) and the same is subject to the approval of the shareholders of the Company in ensuing Annual General Meeting. The Company had fully redeemed the Preference Shares amounting to Rs. 30 Crores during the financial year 2023-24.

OPERATIONAL PERFORMANCE HIGHLIGHTS

Though the overall consumption levels of Paper in Domestic Market remained stable, prices have dropped during the year, compared to an extremely favourable and buoyant market in FY 2022-23.

During the year under review, the performance of the Company was satisfactory and the Company achieved a production of 1,56,956 metric tonnes as against 1,52,172 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,56,931 metric tonnes this financial year as against the sale of 1,52,305 metric tonnes in the previous financial year.

The figures given in the Financial Statements for the current year under review are as under:

The Company recorded a Net Sales Turnover (net of GST) including other income of INR 1,21,693.66 Lakhs (Previous Year INR 1,31,316.25 Lakhs) lower by 7.32 %; Operating Profit at INR 33,870.49 Lakhs (Previous Year INR 38,281.71 Lakhs), lower by 11.52%; Profit before exceptional items INR 24,761.06 Lakhs (Previous Year INR 26,638.59 Lakhs) lower by 7.04%; and the Net Profit after Tax and other comprehensive income (expense) at INR 18,320.86 Lakhs (Previous year INR 13,569.66 Lakhs) up by 35.01% . There were no exceptional items for the financial year ended 31st March, 2024(Previous Year INR 6,342.31 Lakhs, representing tax adjustments).

INDUSTRY STATUS

Paper Industry is a significant player in the World Economy. Paper usage has been declining in North America and Europe since a long while, while steeply rising in China and other Asian Economies. 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 3%. Tissue and Packaging grades are expected to witness higher growth rates, in the future.

The global pulp and paper market size was worth around US$ 365.60 billion in 2023 and is projected to surpass the valuation of US$ 434.36 billion by 2031 at a CAGR of 2.35% between 2024 and 2031. Interestingly, within this, the Global Printing Paper Market size was valued at USD 45.6 Billion in 2024 and is expected to reach USD 98.7 Billion by 2033, at a CAGR of 5.9% during the period 2024 - 2033.

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.

Global Printing Paper Market size was valued at USD 45.6 Billion in 2024 and is expected to reach USD 98.7 Billion by 2033, at a CAGR of 5.9% during the period 2024 - 2033.

The Indian paper industry accounts for about 5% of the world''s production of paper. The estimated annual turnover of the industry is INR 80,000 Crore and its tax contribution to the exchequer is around INR 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 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.

There was a downtrend observed in the paper industry in FY24 on the back of fall in the realizations despite higher input costs on the back of increased competition from imports. There was a sharp drop in the prices of Packaging board as well as the Maplitho paper and the Coated paper, with also a slight drop in the price of Copier paper.

At the same time, there was some commodity price correction in pulp and coal, and that gave some benefit. However, wood cost which is a basic raw material for integrated pulp manufacturer remained very high and went up sharply by close to ~30 to 35% and therefore impacted the profitability.

However, rebound is expected FY25 onwards 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 from academic year 2023-24, 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 Loans And Capex Projects/Capacity Enhancement

The backward integration and modernization of its pulping facilities, chemical recovery plant and captive power generation set up in 2021 has enabled the company in sustaining competitiveness in capacity and quality enhancement, cost reduction and improving margins and

profitability of the Company. With the economy and business environment showing a strong growth trend, the benefits will be even more visible in the coming years.

Locking ahead and considering the strong fundamentals of the paper business and its growth potential, the Management has reviewed and re-evaluated the capex projects. Going forward, the proposed cost of the projects had been envisaged at Rs. 735.00 crores. The implementation period of the capex projects ranges from 6 months to 27 months. The project cost of Rs. 735.00 crores is proposed to be funded by loans of Rs. 535.00 crores and internal accruals/ USL of Rs. 200.00 crores. The implementation of projects will lead to enhancement of Paper Production from 450 TPD to 675 TPD with State of Art Technology of Shoe Press, Film Size Press & Calendar Section. The Company has planned setting up of new Displacement Digester System (DDS) for Wood Pulp Mill and upgradation of both Pulp Mills to enhance capacity from 365 TPD to 440 TPD, Upgradation of Power Plant, Recovery Boiler Island, Effluent Treatment facilities, Surface Water & WTP, Expansion of Nursery for Farm Forestry, Colony and other Infrastructure. Projects will be commissioned in a phased manner over a period of 2.25 years and all the projects are expected to be completed by 31st March 2026.

(II) Working Capital

Banks have sanctioned/renewed the working capital limits amounting to INR 15,655 Lakhs (fund based INR 9,000 Lakhs, non-fund based INR 6,655 Lakhs) during the year under review.

(lii) Fixed Deposits

As on 31 March 2024, your Company had Fixed Deposits of INR Rs. 4266.73 Lakhs. There were no overdue deposits as

on 31 March 2024. 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 renewals) (Accepted including renewals Rs. 2,674.96 Lakhs)	831.53
Remained unpaid or unclaimed as at the end of the year	Nil
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 compliance with the requirements of Chapter V of the Act	Nil

EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited (CARE) has reviewed the external credit rating for the Long-Term, ShortTerm 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	Amounts (Rs. In Crores)	Rating	Rating Action
Long Term Bank Facilities	385.16	CARE A; Stable (Single A; Outlook: Stable)	Reaffirmed
Short Term Bank Facilities	66.55	CARE A1 (A One)	Reaffirmed
Total Facilities	451.71
Fixed Deposit	45.00	CARE A; Stable (Single A; Outlook: Stable)	Reaffirmed

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 / ASSOCIATES 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:

• Mr Pavan Khaitan (Chairman)-Non-Independent, Executive Director

• Mr D S Sadhawalia-Non-Independent, Non-Executive Director

• Ms Shireen Sethi-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 INR 170.19 Lakhs against the CSR obligation of Rs. 167.41 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 behaviour, 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) Mr D S Sadhawalia, Non Independent, Non-Executive Director and (iii) Mr Bhavdeep Sardana, Independent Director

During FY 2023-24, two Meetings were held on 29th April 2023 and 25th October, 2023 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 have 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, 2024, 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, 2024. 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

During the financial year 2023-24, the Company has fully redeemed unlisted 3,00,00,000 10% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid-up aggregating to Rs. 30.00 crores (Rupees Thirty Crores Only) at par, out of the profits of the Company, before maturity, in accordance with the provisions of Section 55 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014. Hence, as at 31st March, 2024, the Paid up Preference Share Capital stands Nil.

Apart from above, there was no change 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. The paid up Equity Share Capital of the Company stood at Rs. 8,72,63,630 divided into 8,72,63,630 equity shares of face value of Re. 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, 2024 were as under:

1. Mr. Pavan Khaitan , Vice Chairman & Managing Director

2. Mr. Roshan Garg, CFO

3. Mr. Gurinder Singh Makkar, Company Secretary (W.e.f. 01st December, 2023, in place of Mr. Vivek Trehan, 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 Rs. 1,000 Crores or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC - 2 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/pdf/ RPT-Policy.pdf .

All the related party transactions are done at arm''s length and pertain to FY 2023-24.

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 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 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 (calculated as on March 31 of every financial year) 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 March, 2024, 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/pdf/Dividend-Distribution-Policy.pdf.

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy covers Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees.

The Remuneration Policy of the Company is available at the website of the Company at https://www.kuantumpapers.com/policies.

CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2023-24, there had been no changes in directorship.

During the year under review, the Shareholders of the Company, by way of Special Resolution passed through Postal Ballot Process had approved the re-appointment of Mr. Bhavdeep Sardana (DIN:03516261) as an Independent Director for a second consecutive term of five years commencing from 20th December, 2023 to 19th December, 2028, not liable to retire by rotation.

Further the Board of Directors of the Company has during the year 2023-24, re-appointed Mr. Pavan Khaitan as Vice Chairman & Managing Director for a further period of three years w.e.f. 01st April, 2024, subject to the approval of shareholders. The Shareholders of the Company, by way of Special Resolution passed on 25th May, 2024, through Postal Ballot, has duly approved his re-appointment w.e.f. 01st April, 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.

Further, on account of superannuation of Mr. Vivek Trehan, he ceased to be Company Secretary & Compliance Officer, i.e. a Key Managerial Personnel of the Company. The Company duly placed on record appreciation for services rendered by him during his long association with the Company. Mr. Gurinder Singh Makkar was appointed as Company Secretary & Compliance Officer in his place, during the year under review.

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/pdf/ 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.

(c) 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 01st February, 2024. The performance of the NonIndependent Directors and the Board as a whole vis- a-vis the performance of the Chairman of the Company was reviewed by the Independent Directors.

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 01st February, 2024.

The Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of NonIndependent 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.

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 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 2023-24:

Sr. No.	Category	No. of complaints during financial year 2023-24	No. of complaints pending as at end of year 2023-24
1	Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour (No Case Reported)	Not Applicable
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 4 (Four) 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, 2024, 99.25% Equity Shares were in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.75% 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.

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 2023-24 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 2024. The Company''s Cost Audit Report for the year ended 31st March 2023 was duly filed during the financial year 202324 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 2024-25. For

the year 2023-24, the Cost Audit report shall be duly filed within prescribed time.

SECRETARIAL AUDITORS

M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31st March, 2024 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 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 M/s S.K. Sikka & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31st March 2025.

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, only one Special Resolution was passed through postal Ballot i.e. the Shareholders of the Company, by way of Special Resolution passed through Postal

Ballot Process had approved the re-appointment of Mr. Bhavdeep Sardana (DIN:03516261) as an Independent Director for a second consecutive term of five years commencing from 20th December, 2023 to 19th December, 2028, not liable to retire by rotation.

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 2023-24, has 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, 2024 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/pdf/Form-MGT-7-2023-24.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. No foreign technology has been availed by the Company.

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 INR 102 Lakhs per annum if employed throughout the year and INR 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 share holders 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 2024-25.

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 2023-24.

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 2024, 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 2024 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, 2024, 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 2023-24 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 2023-24 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

Place: Chandigarh Chairman

Dated: 29th May, 2024 DIN: 00026264

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Mar 31, 2023

The Directors take pleasure in presenting the 26^th Annual Report on the business and operations together with Audited Statements of Accounts of your Company for the financial year ended 31 March 2023.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2022-23 are given hereunder.

(INR in Lakhs)
Particulars	2022-23	2021-22
Sales & other income	1,31,316.26	83,424.85
Operating Profit	38,281.71	12,280.26
Interest	7,099.44	6,894.44
Gross Profit	31,182.27	5,385.82
Depreciation	4,543.67	4,615.40
Profit (Loss) before exceptional items and tax	26,638.60	770.42
Exceptional items	6,342.31	---
Profit (Loss) after exceptional items	20,296.29	770.42
Provision for
- Current Tax	1,533.07	127.66
- Adjustment of Tax-Previous Years	(128.68)	43.22
- Deferred Tax	5,276.72	(742.72)
Net Profit (Loss) after tax	13,615.18	1,342.26
Other comprehensive Income (Expense)	(45.52)	(20.16)
Total comprehensive Income/(Loss) for the year (Net of Income tax)	13,569.66	1,322.10

DIVIDEND

Considering the strong business operations coupled with healthy cash flows during the year under review and no payment of dividends in the previous two years, your Directors have proposed a dividend of INR 3/- per share (previous year INR Nil per share) on the Equity Shares of INR 1.00 each, and INR 1.00 per share (previous year INR Nil per share) on the NonCumulative Redeemable Preference Shares of INR 10/- each, for the financial year ended 31 March 2023 amounting to INR 2,917.91 Lakhs (previous year INR Nil).

OPERATIONS

The industry after witnessing two consecutive years of relative revenue contraction in FY 2021 and 2022, owing to a slowdown in demand for the paper segment due to closure of educational institutions, shift towards online and digital culture, as well as the impact of covid-19, witnessed a strong revival in demand consequent to reopening of educational institutions and a complete revival of economy in the current year. During the year under review, the Company achieved a production of 1,52,172 metric tonnes, as against 1,51,740 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,52,305 metric tonnes this year leaving 11 metric tonnes as closing stock, as against the sale of 1,51,674 metric tonnes in the previous year.

The figures given in the Financial Statements for the current year under review are as under:

The company recorded a Net Sales Turnover (net of GST) including other income stood at INR 1,31,316.25 Lakhs (Previous Year INR 83,424.85 Lakhs) up by 57.1%; Operating Profit at INR 38,281.71 Lakhs (Previous Year INR 12,280.26 Lakhs) up by 211.7%; Profit before exceptional items INR 26,638.59 Lakhs (previous Year INR 770.42 Lakhs) up by 3,357.7%; Profit before Tax at INR 20,296.29 Lakhs (Previous year INR 770.42 Lakhs) up by 2,534.4%; and the Net Profit after Tax and other comprehensive income (expense) at INR 13,569.66 Lakhs (Previous year INR 1,322.10 Lakhs) up by 926.4% . The exceptional items INR 6,342.31 Lakhs (Previous Year INR Nil) represents tax adjustments as summarized below.

The Government of India vide taxation Laws (Amendment) Ordinance 2019 dated 20 September 2019, inserted Section 115BAA in the Income Tax Act, 1961, which provided domestic companies an option to pay Income tax at reduced tax rate effective April 1, 2019 subject to certain conditions. The company had opted to continue with the existing tax structure until utilisation of accumulated minimum alternative tax (MAT) credit. However, in the quarter ended 30 June 2022, the company had re-evaluated the new provision, assessed it''s impact and decided to opt for the new tax regime w.e.f April 1, 2021. Consequently, tax expenses for the period have been considered at reduced tax rate and the Company has used the

new tax rates to re-measure its deferred tax Liabilities and has written off the accumulated minimum alternative tax (MAT) credit in the quarter ended 30 June 2022. The impact of this change on the tax assets and liabilities as on 31 March, 2022 has been recognised in profit and loss as an Exceptional Tax Item. This has no impact on the operational profits of the Company.

The detailed performance of Company''s operations for the year ended 31 March 2023 has been stated in the Management Discussion & Analysis, which appears as a separate statement in the Annual Report.

INDUSTRY STATUS

Paper Industry is a significant player in the World Economy. Paper usage has been declining in North America and Europe since a long while, while steeply rising in China and other Asian and Middle-eastern Economies. The four key Paper and Board 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 3%. Tissue and Packaging grades are expected to witness higher growth rates, in the future.

The Indian paper industry accounts for about 5% of the world''s production of paper. The estimated annual turnover of the industry is INR 80,000 Crore and its tax contribution to the exchequer is around INR 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 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.

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 policy was expected to be implemented from April 2022 academic years, but its implementation was delayed due to spread

of covid-19 pandemic and consequently the educational establishments were running online classes. However, with the gradual implementation of the NEP from academic year 2023-24, 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 1^st October 2022. The import policy of major paper products, such as newsprint, handmade paper, wallpaper base, duplicating paper, coated paper, uncoated paper, map-Litho 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 LOANS AND CAPEX PROJECTS

The backward integration and modernization of its pulping facilities, chemical recovery plant and captive power generation plant to enhance its operating efficiencies and production capacity were commissioned and put to use in March 2021 has enabled the company in sustaining competitiveness in capacity and quality enhancement, cost reduction and improving margins and profitability of the Company. With the economy and business environment showing a strong growth trend, the benefits will be even more visible in the coming years.

The company has further undertaken the implementation of the capex projects with an outlay of INR 57 Crores towards debottlenecking, paper production capacity enhancement and cost reduction initiatives. The capex projects are funded through term loan of INR 38 Crores and the balance INR 19 Crores through internal accruals. The implementation of the projects is underway and they are scheduled to be completed and commissioned by September 2023.

(II) WORKING CAPITAL

Banks have sanctioned/renewed the working capital limits amounting to INR 13,155 Lakhs (fund based INR 8,000 Lakhs, non-fund based INR 5,155 Lakhs) during the year under review.

(III) FIXED DEPOSITS

As on 31 March 2023, your Company had Fixed Deposits of

INR 3,914.99 Lakhs. There were no overdue deposits as on 31 March 2023.

The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 21 May 2022 pursuant to the compliance of the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.

Details of Deposits:

(a) Accepted (including renewals) during the year- INR 2,772.17 Lakhs

(b) Remained unpaid or unclaimed as at the end of the year- Nil

There has been no default in repayment of deposits or payment of interest thereon during the year.

(IV) PREPAYMENT OF TERM LOANS-RESOLUTION PLAN UNDER RBI CIRCULAR DATED 6 AUGUST 2020 -“RESOLUTION FRAMEWORK FOR COVID-19 RELATED STRESS"

The members were earlier informed that the Resolution Plan was approved and implemented by all the Lenders on 19 June 2021. The Resolution Plan inter alia provided for converting the interest on term loans for one year from 1^st September 2020 into Funded Interest Term Loan (FITL) with extension of two years moratorium in the payment of principal of term loans.

In view of the better than envisaged business operations and continuous healthy cash flows, the company prepaid the entire FITL outstanding of INR 36 Crores in September 2022 which was otherwise repayable in quarterly instalments starting from September 2022 till FY 2029-30. The company has further prepaid term loans of INR 105.00 Crores in December 2022 and INR 102 Crores in March 2023. This payment was, in addition, to the repayment which became due after the moratorium of 2 years ended on 31 August 2022. The total payments thus constitute 43% of the restructured debt to the Banks and the company is

engaged with the Banks to declare itself out of the ambit of the Resolution Plan.

EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited (CARE) has reviewed the external credit rating for the Long-Term, ShortTerm Bank facilities and Fixed Deposits of the company and has revised the rating upward with stable outlook. The updated facility wise rating is as under:

Facilities	Amount (INR/ Cr)	Rating
Long-term Bank	500.28	CARE A-; (Single A
Facilities		Minus); (Outlook: Stable)
Short term Bank	78.65	CARE A2 (A Two Plus)
Facilities		(Outlook: Stable)
Fixed Deposits	45.00	CARE A-; (Single A Minus); Outlook: Stable]

With the above revision in the rating, the rating which was assigned to the company before Covid-19 has been restored.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business.

MATERIAL CHANGE

With the strong revival in the demand for paper consequent to revival of the economy and the reopening of the educational institutes and offices, there has been a significant improvement in the operations for FY 2022-23 both in terms of top-line and

bottom-line. Further no material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this report.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES 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

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board of Directors of your Company has constituted a CSR Committee. The CSR Policy has been framed by the Company which is placed on its website.

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 community 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 INR 33.38 Lakhs as against the budget of INR 33.32 Lakhs. Further the carryover amount of INR 132.39 Lakhs as on 31 March 2022 on the ongoing CSR projects were also spent in the current year. Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annual Report on CSR activities at ''Annexure- A''.

The CSR policy alongwith annual plan and its constitution is placed on the company''s website.

VIGIL MECHANISM

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. No complaint has been received during the year under review.

RISK MANAGEMENT COMMITTEE

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.

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

Effective and strong internal 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 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.

RELATED PARTY TRANSACTIONS

All related party transactions are entered at arm''s length basis and are as per the applicable provisions of the Companies Act, Indian Accounting Standards and the Listing Regulations. No

materially significant related party transactions have been entered into by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of the Company at large. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis duly certified by the CEO and CFO. The Related Party Transactions Policy as approved by the Board is placed on the Company''s website.

The details of the related party disclosures and transactions as prescribed in Form AOC-2 are given in the Note No. 40 of the notes on Financial Statements. All the related party transactions are done at arm''s length and pertain to FY 2022-23.

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.

CHANGE IN THE DIRECTORSHIPS

There is no change in Directorships. Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Drishinder Singh Sandhawalia shall retire by rotation at the forthcoming Annual General

Meeting and is eligible 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.

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.

Further as per Regulation 46(2) (i) of SEBI (Listing Obligations

& Disclosure Requirements), 2015 the required details are as follows:

Details of familiarization programmes imparted to independent directors	FY 2022-23	Cumulative till date
Number of programmes attended by independent directors	8	43
Number of hours spent by	12	64
independent directors in such
programmes

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.

(C) 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.

During the year under review, a meeting of Independent Directors was held on 19 January 2023. The performance of the Non-Independent Directors and the Board as a whole visa-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.

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.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a ''Prevention of Sexual Harassment Policy'' pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.

NUMBER OF MEETINGS OF THE BOARD

During the year, 4 (Four) Board 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. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Board comprised of three Independent Directors and one Executive Director till 31 March 2023.

During the year, 4 (four) Audit Committee meetings were convened and held. The details of the Audit Committee meetings, attendance of the members and terms of reference are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

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 23^rd Annual General Meeting till the conclusion of 28^th Annual General Meeting.

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 2022-23 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.

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 31 March 2023. The Company''s Cost Audit Report for the

year ended 31 March 2022 was filed on 10.08.2022 (Due date 30.09.2022). The said firm has been appointed as cost auditors of the Company for the financial year 2023-24 as well.

SECRETARIAL AUDITORS

M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31 March 2023 which is annexed to this Board''s Report as Annexure-2.

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 and filed with the concerned Stock Exchanges.

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 annexed to this Board''s Report as Annexure-3.

Pursuant to Section 204 of the Companies Act, 2013 M/s S.K.

Sikka & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31 March 2024.

SHARE CAPITAL

During the year under review, the Company has not issued any equity shares with differential rights, sweat equity shares or employee stock option.

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable to the Company.

There is no change in the Equity and Preference share capital during the year under review.

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.

POSTAL BALLOT

The Company has not conducted any Postal Ballot during the year under review.

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 is annexed and forms part of the Annual Report.

EXTRACT OFTHEANNUAL RETURN

The extract of annual return in form no. MGT-7

would be available at the website of the Company at http://www.kuantumpapers.com

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-1 which forms part of this Report. No foreign technology has been availed by the Company.

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-4.

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 INR 102 Lakhs per annum if employed throughout the year and INR 8.50 Lakhs per month if employed for part of the year, is given in the statement annexed herewith as Annexure-4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company had extended corporate guarantee amounting to INR 1,679 Lakhs under Section 185 of the Companies Act,

2013 for a loan taken by the holding company M/s Kapedome Enterprises Limited. During the year under review, the said loan has since been repaid by the holding company and the corporate guarantee has been released.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(3) (c ) read with Section 134(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,

your Directors state that:

(i) in the preparation of the annual accounts for the year ended 31 March 2023, 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 31 March 2023 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 & SUSTAINABILITY REPORT

The Securities and Exchange Board of India as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated the inclusion of a “Business Responsibility & Sustainability Report” as a part of Company''s Annual Report for top 1000 listed entities based on market capitalization (as on March 31 of every financial year) by the stock exchanges. As on 31 March 2023, the company is amongst the top 1000 listed entities based on market capitalization and the said ''Business Responsibility & Sustainability Report'' for the year 2022-23 is attached and forms part of the Annual Report.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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.

---

Mar 31, 2022

Your Directors take pleasure in presenting the 25th Annual Report on the business and operations together with audited statements of Accounts of your Company for the financial year ended 31 March 2022.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2021-22 are given hereunder.

		(Rs. in lakhs)
	2021-22	2020-21
Sales & other income	83,424.85	41,391.79
Operating Profit	12,280.26	3,932.16
Interest	6,894.44	2,774.65
Gross Profit	5,385.82	1,157.51
Depreciation	4,615.40	3,482.90
Profit (loss) before exceptional items and tax	770.42	(2,325.39)
Exceptional items	-	857.59
Profit (loss) after exceptional items Provision for	770.42	(3,182.98)
- Current Tax	170.88	-
- Deferred Tax	(742.72)	(1,910.28)
Net Profit (loss) after tax	1,342.26	(1,272.70)
Other comprehensive Income (Expense)	(20.16)	44.19
Total comprehensive Income /(Loss) for the year (Net of Income Tax	0 1,322.10	(1,228.51)

DIVIDEND

The Board has not recommended dividend on the noncumulative Redeemable Preference Shares of Rs. 10/-each fully paid-up and the equity shares of Rs. 1/- each fully paid-up in view of the stipulation as per Resolution Plan approved by the Lenders.

OPERATIONS

The year under review had continued to witness disruptions in operations due to the unprecedented economic challenges faced by the Indian economy due to Covid-19 prevailing pandemic impacting the demand and material supply distribution chain and networks. During the year under review, despite the challenges faced, the Company achieved a production of 1,51,740 metric tonnes, as against 82,522 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,51,674 metric tonnes this year leaving 135 metric tonnes as closing stock, as against the sale of84,183 metric tonnes in the previous year.

The figures given in the Financial statements for the current year under review are as under:

The company recorded a Net sales turnover (net of GST) and including other income stood at Rs. 83,424.85 lacs (Previous Year Rs. 41,391.79 lacs); Operating Profit at Rs. 12,280.26 lacs (Previous Year Rs. 3,932.16 lacs); Profit before Tax at Rs. 770.42 lacs (Previous year Loss Rs. 2,325.39 lacs); and the Net Profit after Tax and other comprehensive income (expense) at Rs. 1,322.10 lacs (Previous year Loss Rs. 1,228.51 lacs).

The detailed performance of Company''s operations for the year ended 31 March 2022 has been stated in the Management Discussion & Analysis, which appears as a separate statement in the Annual Report.

INDUSTRY STATUS

Paper Industry is a significant player in the World Economy. Paper usage has been declining in North America and Europe since 2006 while steeply rising in China and other Asian Economies. The four key Paper and Board 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 32%, tissue papers 8-10% and others about 3%. Tissue and packaging grades are expected to witness higher growth rates, in future.

The Indian paper industry accounts for about 3.5% of the world''s production of paper. The estimated turnover of the industry is INR 70,000 crore and its contribution to the exchequer is around INR 5,000 crore. The industry provides direct employment to 500,000 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 21% are based on wood, 71% on recycled fibre and 8% 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 kg, which is way behind the global average of 57 kg. 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.

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 policy was expected to be implemented from April 2022 academic years, but its implementation was delayed due to spread of covid-19 pandemic and consequently the educational establishments were running online classes. However, now with the significant population having been vaccinated including children, and schools reopened to offline/physical classes, it is expected that the Government will implement the new NEP from April 2023 academic year. 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 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, will give a big boost to paper production in our country. This is likely to lead to a variety of paper qualities finding its way into the market, filling up the huge gap left behind by the plastic ban.

FINANCE(a) TERM LOANS AND CAPEX PROJECTS

The members were informed in the last report that the capex projects at a capital outlay of Rs. 444.04 crores towards backward integration and modernization of its pulping facilities, chemical recovery plant and captive power generation plant to enhance its operating efficiencies and production capacity were commissioned and put to use in March 2021 which were proposed to be completed and commissioned in June 2020, but the commissioning was delayed due to Covid-19 prevailing pandemic. The backward integration has enabled the company in sustaining competitiveness in capacity and quality enhancement, cost reduction and improving margins and profitability of the Company. With the economy and business environment showing a positive growth trend, the benefits will be ever more visible in the coming years.

(b) WORKING CAPITAL

Banks have sanctioned/renewed the working capital limits amounting to Rs. 13,625 lacs (fund based Rs. 5,500 lacs, non-fund based Rs. 7,655 lacs and LER/CEL limits of Rs. 470 lacs) during the year under review.

(c) FIXED DEPOSITS

As on 31 March 2022, your Company had Fixed Deposits of Rs. 3,510.82 lacs. There were no overdue deposits as on 31 March 2022.

The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 30 June 2021 pursuant to the compliance of the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.

Details of Deposits:

(a) Accepted (including renewals) during the year- Rs. 2,333.23 lacs

(b) Remained unpaid or unclaimed as at the end of the year- Nil

There has been no default in repayment of deposits or payment of interest thereon during the year.

RESOLUTION PLAN UNDER RBI CIRCULAR DATED 6 AUGUST 2020 - “RESOLUTION FRAMEWORK FOR COVID-19 RELATED STRESS”

The members were informed in the last report that the Resolution Plan was approved and implemented by all the Lenders on 19 June 2021. The Resolution Plan inter alia provided for converting the interest on term loans for one year from 1st September 2020 into Funded Interest Term Loan (FITL) with extension of two years moratorium in the payment of principal of term loans. The company has been servicing the interest as and when due and the repayment of principal instalment will commence during the current year 2022-23.

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 (changed from negative outlook) and removing the monitoring from credit watch. The updated facility wise rating is as under:

Facilities	Amount (Rs./Cr)	Rating
Long term Bank Facilities	654.61	CARE BBB (Triple B) (Outlook: Stable)
Short term Bank Facilities	81 .25	CARE A3 (A Three Plus) (Outlook: Stable)
Fixed Deposits	45.00	CARE BBB; Stable [Triple B; Outlook: Stable]

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business.

MATERIAL CHANGE

The operations for FY 2021-22 too have been impacted due to the Covid-19 pandemic outbreak, which has impacted the cash flow generation of the company.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES 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

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board of Directors of your Company has constituted CSR Committee. The CSR Policy has been framed by the Company which is placed on its website.

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 community 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 Rs. 102.16 lacs as against the budget of Rs. 101.99 lacs. Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annual Report on CSR activities at ''Annexure- A''.

The CSR policy alongwith annual plan and its constitution is placed on the company''s website.

VIGIL MECHANISM

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. No complaint has been received during the year under review.

RISK MANAGEMENT COMMITTEE

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.

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

Effective and strong internal 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 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.

RELATED PARTY TRANSACTIONS

All related party transactions are entered at arm''s length basis and are as per the applicable provisions of the Companies Act, Indian Accounting Standards and the Listing Regulations. The company has entered into transactions towards material procurement with its holding company amounting to Rs. 77.62 lacs (inclusive of GST) and with another company amounting to Rs. 166.73 lacs (inclusive of GST) [Refer Note 40 C to the Financial Statements] which are at arm''s length. No materially significant related party transactions have been entered by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of the Company at large. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis duly certified by the CEO and CFO. The Related Party T ransactions Policy as approved by the Board is placed on the Company''s website.

The details of the related party disclosures and transactions as prescribed in Form AOC-2 are given in the Note No. 40 of the notes on Financial Statements. All the related party transactions are done at arm''s length and pertain to the FY 2021-22.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.

CHANGE IN THE DIRECTORSHIPS

There is no change in Directorships. Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Shri Jagesh Kumar Khaitan shall retire by rotation at the forthcoming Annual General Meeting and is eligible 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 Obligation 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 Obligation and Disclosure Requirements) Regulations, 2015 and the relevant rules.

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.

Further as per Regulation 46(2) (i) of SEBI (Listing Obligations & Disclosure Requirements), 2015 the required details are as follows:

Details of familiarization programmes imparted to	FY 2021-22	Cumulative
independent directors		till date
Number of programmes attended by independent directors	6	35
Number of hours spent by independent directors in such programmes	8	52

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.

(c) Fulfillment 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.

During the year under review, a meeting of Independent Directors was held on 30 March 2022. The performance of the Non-Independent Directors and the Board as a whole vis-a-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.

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 PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a ''Prevention of Sexual Harassment Policy'' pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.

NUMBER OF MEETINGS OF THE BOARD

During the year, 5 (Five) Board meetings were convened and held. Details of 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. The intervening gap between the meetings was within the period/extended period prescribed under the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Board comprised of three Independent Directors and one Executive Director till 31 March 2022.

During the year, 4 (four) Audit Committee meetings were convened and held. The details of the Audit Committee meetings, attendance of the members and terms of reference are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period/extended period prescribed under the Companies Act, 2013.

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 till the conclusion of 28th Annual General Meeting.

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 2021-22 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 selfexplanatory and do not call for any comments.

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 31 March 2022. The Company''s Cost Audit Report for the year ended 31 March 2021 was filed on 25.08.2021 (Due date 30.09.2021). The said firm has been appointed as cost auditors of the Company for the financial year 2022-23 as well.

SECRETARIAL AUDITORS

M/s S.K. Sikka & Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of the Company and have submitted the Secretarial Audit Report for the year ending 31 March 2022 which is annexed to this Board''s Report as Annexure-2.

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 and filed with the concerned Stock Exchanges.

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 annexed to this Board''s Report as Annexure-3.

Pursuant to Section 204 of the Companies Act, 2013 M/s S.K. Sikka & Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31 March 2023.

SHARE CAPITAL

During the year under review, the Company has not issued any equity shares with differential rights, sweat equity shares or employee stock option.

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable to the Company.

There is no change in the Equity and Preference share capital during the year under review.

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. POSTAL BALLOT

The Company has not conducted any Postal Ballot during the year under review.

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 is annexed and forms part of the Annual Report.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in form no. MGT-7 would be available at the website of the Company at

http://www.kuantumpapers.com

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-1 which forms part of this Report. No foreign technology has been availed by the Company.

PERSONNEL

Relationship 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-4.

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 Rs. 102 lacs per annum if employed throughout the year and Rs. 8.50 lacs per month if employed for part of the year, is given in the statement annexed herewith as Annexure-4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has extended corporate guarantee amounting to Rs. 1,679 lacs under Section 185 of the Companies Act, 2013 for a loan taken by the holding company M/s Kapedome Enterprises Limited, the disclosure of which is given at Note No. 40 D forming part of the financial statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, your Directors state that:

(i) in the preparation of the annual accounts for the year ended 31 March 2022, 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 31 March 2022 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 REPORT

The Securities and Exchange Board of India as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated the inclusion of a “Business Responsibility Report” as a part of Company''s Annual Report for top 1000 listed entities based on market capitalization (as on March 31 of every financial year) by the stock exchanges. As on 31 March 2022, the company is not amongst the top 1000 listed entities based on market capitalization, however the ''Business Responsibility Report'' for the year 2021-22 is attached and forms part of the Annual Report.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was neither any application made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

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 the Board

Place : Chandigarh Jagesh Kumar Khaitan

Dated : 21 May 2022 Chairman

---

Mar 31, 2018

The Directors take pleasure in presenting the 21^s1 Annual Report on the business and operations, together with audited statements ofAccounts of the Company, forthe financial year ended 31 March 2018.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company forthe financial year 2017-18 are given hereunder.

(Rs. in lacs)

	2017-18	2016-17
Sales & other income	71,795.72	64,591.39
Operating Profit	15,111.50	11,976.51
Interest	2,458.40	2,016.46
Gross Profit	12,653.10	9,960.05
Depreciation	1,942.00	1,536.40
Profit before tax	10,711.10	8,423.65
Provision for
- Current Tax	2,410.83	1,811.31
- Deferred Tax charge	1,011.52	682.25
Net Profit after tax	7,288.75	5,930.09
Other comprehensive Income (Expense)	(14.63)	(43.28)
Total comprehensive Income (Expense forthe year	7,274.12	5,886.81

DIVIDEND

Your Directors have proposed a dividend of Rs. 2.50 per share (previous year Rs. 2.00 per share) on the Equity Shares of Rs. 10/each and Re. 1.00 per share (previous year Re. 1.00 per share) on the cumulative Redeemable Preference Shares of Rs. 10/- each, for the financial year ended 31 March 2018 amounting to Rs. 624.67 lacs including a dividend distribution tax of Rs. 106.51 lacs.

OPERATIONS

During the year your Company has achieved the highest ever production of paper, which was 1,25,617 metric tonnes, as against 1,15,997 metric tonnes in the previous year. The quantitative figure for the sale of paper was 1,26,087 metric tonnes this year which includes opening stock of 470 metric tonnes leaving NIL closing stock as against the sale of 1,15,724 metric tonnes and closing stock of470 metric tonnes in the previous year.

The figures given in the Financial Highlights forthe current year under review show the following trends over the previous year:

The company has recorded a phenomenal performance in its working results. This excellent performance is due to the improved operational efficiencies, better productivity and product quality, higher volumes of premium quality paper products like copier and surface sized paper, and improved sales realizations.

The company recorded a net sales turnover (net of excise/GST) and including other income, at Rs.70,780.15 lacs, up by 15.9%; operating profit at Rs. 15,111.50 lacs, up by 26.2%, Profit before Tax at Rs. 10,711.10 lacs, up by 27.2% compared to the previous year. Net profit after tax and other comprehensive income (expense) is up by 23.6% and stands at Rs. 7,274.12 lacs.

The initiatives taken by your company in the recent years in improving productivity and operational efficiencies have led to achieving the above operational performance. The company has continued to take up projects in focused areas for improvement and this has also led to improved operational efficiencies, productivity, reduction in operational costs, and sizeable increase in savings, thereby substantially improving the bottom-line.

The results of cost reduction initiatives and operational efficiencies will continue to be more visible in the current financial year 2018-19 as your company has continued these initiatives to optimize capacity utilization, cost reduction, new products, optimizing production of better margin products by further undertaking modification and up-gradation of the paper machines and other equipments for improving the product quality and operations.

These initiatives have made your company not only one of the most cost competitive paper mills, but is also placed amongst the large paper player in the writing and printing segment. Furthermore, continuous research & development have enabled the company to manufacture papers of distinctive prime quality, which is competing with the premium quality of other large paper mills.

Writing & printing paper segment has witnessed optimum capacity utilizations levels over the past few years due to steady demand growth. This led to large capacity additions in recent years and demand has risen to absorb these capacity accretions.

Your company has been able to operate at higher optimum levels of production and sale. CARE Ratings expects that the overall paper demand growing at a CAGR of 6.6% and to touch 18.5 million tonnes in 2018-19. The demand growth is expected to be benefitted by the steady economic recovery, improved industrial activity and rise in the advertisements. The demand will continue to be driven and supported by greater Government thrust and spending on education sector, corporate spending on stationary and healthy growth in services sector. Further, with the ongoing focus of the Govt, towards digital transactions and consequent rise in the number of banking transactions, demand for cheque books and pass books is also expected to rise in the near term.

After witnessing a growing rate of capacity addition in the early part of the decade, the planned domestic capacity (Greenfield and Brownfield) additions for paper and newsprint has slowed down, primarily due to a shortage of its key raw material i.e. pulp wood and rising prices of local waste paper. Additionally, the Chinese Government has banned the import of several varieties of waste paper, which is the primary raw material forfinished paper which has resulted in a fill up to wood pulp process.

The individual segments are expected to grow as follows:

- Printing and Writing segment demand is expected to grow at a CAGR of 4.2% and reach 5.3 million tonnes in FY19. The demand is expected to grow on account of an anticipated pick-up from the education sector with improving literacy rates and growing enrolment as well as increasing number of schools, colleges and institutions. Continued government spending on education through the Sarva Shiksha Abhiyan and Government''s Right to Education initiative is expected to lead to an increased expenditure on textbooks, notebooks and other assorted paper products thereby driving demand.

- Packaging paper & board segment caters to industries such as FMCG, food & beverage, pharmaceutical, textiles, etc. Demand for Packaging Paper & Board segment is expected to grow at a CAGR of 8.9% and reach 9.7 million tonnes in FY19 due to factors such as increased urbanization, requirement of better quality packaging of FMCG products marketed through organized retail, and increasing preference for ready-to-eat foods.

- Improving literacy rates, rising circulation and an increasing number of newspapers and magazines is expected to support growth in newsprint demand which is expected to reach 2.7 million tonnes in FY19.

- Specialty paper is expected to grow at about 12% CAGR between through 2019 as compared to about 9% CAGR in the last 5 years. The main varieties of specialty paper are tissue paper, decor paper, thermal paper, cigarette paper and business card paper. Their usage has been growing in line with growth in the economy, rise in organised retail penetration and increase in urbanisation.

The detailed performance of Company''s operations for the year ended 31 March 2018 has been stated in the Management Discussion & Analysis, which appears as a separate statement in the Annual Report.

FINANCE

(a) TERM LOANS

The company has taken up implementation of Capex projects for modification, up-gradation of paper machines and other equipments and cost reduction initiatives. The proposed Capex cost is Rs. 192.00 crores and is funded by Term Loans of Rs. 144.00 crores and internal accruals of Rs. 48.00 crores. The term loans of Rs. 144.00 crores have been sanctioned by the Banks and disbursement is underway. The projects are expected to be completed and commissioned by December 2018.

(b) WORKING CAPITAL

Banks have sanctioned the enhanced working capital limits amounting to Rs. 11,500.00 lacs (fund based Rs. 5,000.00 lacs, non-fund based Rs. 6,500.00 lacs during the year under review.

(c) FIXED DEPOSITS

As on 31 March 2018, your Company had Fixed Deposits of Rs. 4,350.43 lacs. There were no overdue deposits as on 31 March 2018.

The above deposits have been accepted fora period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 15 September 2017 pursuant to the compliance of the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014.

Details of Deposits:

(a) Accepted (including renewals) during the year- Rs. 2593.31 lacs

(b) Remained unpaid or unclaimed as at the end of the year- Nil

There has been no default in repayment of deposits or payment of interest thereon during the year.

EXTERNAL CREDIT RATING

During the year under review, CARE Ratings Limited has upgraded the external credit rating forthe Long term, Short term Bank facilities and Fixed Deposits of the company from BBB to A-. The facility wise upgrarded rating is as under:

Facilities	Amount (Rs./Cr)	Upgraded Rating
Long term Bank Facilities	343.92	CARE A-; Stable (A minus: Outlook: Stable)
Short term Bank Facilities	65.0(3	CARE A2 (A Two Plus)
Fixed Deposits	45.00	CARE A- (FD); Stable [A minus (Fixed deposit); Outlook Stable]

CHANGE IN THE NATURE OF BUSINESS

The nature of business continues to be in the field of paper - W&P and specialty, with all investments and operational strategies focused only here, and there is no change in the nature of business.

MATERIAL CHANGE

No material changes or commitments affecting the financial position of the Company have occurred during the year under consideration, or after closure of the financial year till the date of this 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 (formely Esteem Finvetures Limited) is the holding company of Kuantum Papers Limited (KPL) having 57.35% equity shares of KPL.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Board of Directors of your Company has constituted a CSR Committee. The CSR Policy has been framed by the Company which is placed on the Company''s website.

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 community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth forthe society and community.

During the year under review, the company has spent an amount of Rs. 101.45 lacs on the projects covered under CSR activities. Disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annual Report on CSR activities at ''Annexure-A''.

VIGIL MECHANISM

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”. The same is placed on the Company''s website.

RISK MANAGEMENT COMMITTEE

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 the risk management process 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 the risk management Programs. The company has taken Industrial All Risk

Policy to insure its fixed assets and inputs that cover known and unknown risk including fire. 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

Effective and strong internal 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 M/s A. Gandhi and Associates, internal auditors, an independent firm of Chartered Accountants. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditors reports directly to the Audit Committee to ensure complete independence.

RELATED PARTY TRANSACTIONS

All related party transactions are entered at arm''s length basis and as per the applicable provisions of the Companies Act, Indian Accounting Standards and the Listing Regulations. No materially significant related party transactions have been entered by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of the Company at large. Astatement of all related party transactions is presented before the Audit Committee on a quarterly basis duly certified by the CEO and CFO. The Related Party Transactions Policy as approved by the Board is placed on the Company''s website.

The details of the related party disclosures and transactions as prescribed in Form AOC-2 are given in the Note No. 42 of the notes on Financial Statements. All the related party transactions are done at arms length and pertain to the FY 2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.

DIRECTORS/ CHANGE IN THE DIRECTORSHIPS

Justice S.S. Sodhi (Retd.), Mrs. Neena Singh, Sh. Ashutosh Khaitan and Sh. D.S. Sandhawalia have resigned from the directorship of the Company during the year. The Directors place on record their appreciation of the valuable advice and guidance given by them during theirtenure.

Sh. Vivek Bihani and Ms. Shireen Sethi were appointed as Independent Directors during the year w.e.f. 12 August 2017 and their appointment is for a period of 5 years. Sh. D.S. Sandhawalia was appointed as Non- Independent Director, w.e.f. S*¹ November 2017 and shall be subject to retirement by rotation.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Jagesh Kumar Khaitan shall retire by rotation at the forthcoming Annual General Meeting and is eligible 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 so as to qualify themselves to act as Independent Director under the provisions of the Companies Act, 2013 and the relevant rules.

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;

The Independent Directors visit the Company''s Plant periodically to enable themselves to be conversant with manufacturing operations & processes.

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, periodical financial results, budgets/business plans, review of Internal Audit and risk management framework.

Further as per Regulation 46(2) (i) of SEBI (Listing Obligations & Disclosure Requirements), 2015 the required details are as follows:

Details of familiarization programmes imparted to independent directors	FY 2017-18	Cumulative till date
Number of programmes attended by independent directors	4	17
Number of hours spent by independent directors in such programmes	6	28

PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS

Nomination, Remuneration and Evaluation policy has been framed by the Nomination and Remuneration Committee. The Nomination and Remuneration 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 ofthe Directors in the Board proceedings and their effectiveness.

(c) Fulfillment 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 ofthe Board''s functioning such as composition ofthe Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness.

During the year under review, a meeting of Independent Directors was held on 30 March 2018 wherein the performance ofthe Non Independent Directors and the Board as a whole vis-&-vis the performance ofthe Chairman ofthe Company was reviewed.

Disclosures on Board Evaluation:

i. Observations of Board Evaluation carried outforthevear:

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 improving business operations and overall growth and development ofthe Company was really significant.

ii. Previous year''s observations and actions taken:

There was no untoward negative observation ofthe 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 highest 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/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.

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, Senior Management and Key Managerial Personnel. Details of the Nomination and Remuneration Committee are given in the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a ''Prevention of Sexual Harassment Policy'' pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.

NUMBER OF MEETINGS OF THE BOARD

During the year, 5 (Five) Board meetings were convened and held. Details of number of meetings of Board of Directors and committees thereof and the attendance ofthe Directors in such meetings are provided under the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013.

DIRECTORS''RESPONSIBILITY STATEMENT

As required under section 134(3) (c) read with Section 134(5) ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors state that:

(i) in the preparation of the annual accounts for the year ended 31 March 2018, 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 ofthe state of affairs ofthe company as at 31 March 2018 and ofthe 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 ofthe Companies Act, 2013 for safeguarding the assets ofthe 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.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Board comprises of four Independent Directors and two Executive Directors as on 31 March 2018. During the year, 4 (four) Audit Committee meetings were convened and held. The details of the Audit Committee meetings, attendance ofthe members and terms of reference are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013.

AUDITORS & AUDITOR''S REPORT

M/s BSR & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors ofthe company, have been appointed for a period of 5 years by the shareholders in the Annual General Meeting held on 18 September 2015 till the conclusion of 23^rd Annual General Meeting to be held in the year 2020, at such remuneration as may be fixed by the Board of Directors. Section 139 ofthe Companies Act, 2013 (the “Act”) read with Rule 3(7) ofthe Companies (Audit and Auditors) Rules, 2014 required that the appointment ofthe statutory auditors will be subject to ratification by shareholders at every Annual General Meeting; but pursuant to the notification of the Central Government dated 7 May 2018, the ratification provision has been withdrawn.

The Notes on Accounts referred to in the Annexure to the Auditor''s Report are self-explanatory and do not call for any comments.

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 31 March 2018. The Company''s Cost Audit Report for the year ended 31 March 2017 was filed on 22.08.2017 (Due date 30.09.2017). The said firm has been appointed as cost auditors ofthe Company forthe financial year 2018-19 as well.

SECRETARIAL AUDITORS

Pursuant to Section 204 ofthe Companies Act, 2013 M/s S.K. Sikka &Associates, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit ofthe Company forthe financial year ending 31 March 2019. They have submitted the Secretarial Audit Report which is annexed to this Board''s Report as Annexure-3.

SHARE CAPITAL

During the year under review, the Company has not issued any equity shares, including with differential rights, sweat equity shares or employee stock option.

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable to the Company.

There is no change in the share capital during the year under review.

Details pertaining to the shares in ''Unclaimed suspense account'' in compliance with the terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given in the Report on Corporate Governance Report annexed with this report.

POSTAL BALLOT

The Company has not conducted any Postal Ballot during the year under review.

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 is annexed and forms part of the Annual Report.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in form no. MGT-9 is attached with this report as Annexure -2.

ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation ofthe financial statements. In accordance with clause (iii) of sub rule (1) ofthe Rule 4 ofthe Companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information forthe year ended 31 March 2017 as well as the financial statements on the date of transition i.e. 1 April 2016.

GOODS & SERVICE TAX

With the implementation of Goods and Service Tax (GST) from 1 July 2017 India has moved toward a single indirect tax regime for goods and services for the entire country with uniform law. The majority of indirect taxes have been subsumed in GST. GST is the biggest tax reform in the history of Indian Economy and leading to simplify the movement of the goods and services across the country, shrinking delivery times and widening the product markets. The spillover effects of GST are immense from increase in Government revenue vis-a-vis better tax compliance and reduced tax evasion, enabling greater control and facilitating efficient monitoring than the traditional taxation system. The increased tax revenues of Government would create scope for enhanced public investments in various social and physical infrastructural activities creating further scope for employment generation. However, despite the immense potentiality borne by GST towards a higher growth trajectory of Indian economy, the industry has been facing enormous problems due to the teething issues during its implementation which are being addressed by the Government constantly.

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) ofthe Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014 is given in Annexure-1 which forms part of this Report. No foreign technology has been availed by the Company.

PERSONNEL

Relationship 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 operational efficiencies ofthe Company during the year under review.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) ofthe Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the statement annexed herewith asAnnexure-4.

The information required pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars ofthe employees in receipt of remuneration in excess of Rs. 102 lacs per annum if employed throughout the year and Rs. 8.50 lacs if employed for part of the year, is given in the statement annexed herewith asAnnexure-4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not extended any loan, guarantee or investment under Section 186 ofthe Companies Act, 2013.

ACKNOWLEDGMENT

Your Directors convey sincere thanks to the various agencies ofthe 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 forthe dedicated services rendered by the workers, staff and officers ofthe Company.

For and on behalf of the Board

Place : Chandigarh Jagesh Kumar Khaitan

Dated : 25 May 2018 Chairman

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Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 17th Annual Report on the business and operations, together with audited statements of Accounts of your Company, for the financial year ended 31 March 2014.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the year 2013-14 are given hereunder.

(Rs. in lacs)

2013-14 2012-13

Sales & other income 50,872.03 44,797.55

Operating Profit 7,745.24 5,987.53

Interest 2,159.86 2,291.12

Gross Profit 5,585.38 3,696.41

Depreciation 1,853.68 1,569.93

Profit before tax 3,731.70 2,126.48

Provision for

* Current Tax (790.28) (425.46)

* Deferred Tax charge for the year (813.30) (845.13)

* Deferred Tax charge for prior years 436.27 -

* MAT credit entitlement 790.28 425.46

Net Profit after tax 3,354.67 1,281.35

Balance b/f from previous year 4,037.01 2,807.65

Profit available for appropriations 7,391.67 4,089.00

Appropriations:- Proposed Dividend on

(a) Equity shares - -

(b) Preference Shares @ Rs. 1.00 Per share (Pro-rata) 164.38 1.71

(c) Tax on dividend 27.94 0.29

(d) Capital Redemption Reserve - 50.00

(e) General Reserve - - Balance carried to Balance Sheet 7,199.35 4,037.00

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.00 per share (previous year Rs. 0.70 per share) on the Redeemable Preference Shares of Rs.10/- each, on the preference share capital, on pro-rata basis, for the year ended 31 March 2014 amounting to Rs. 164.38 lacs and to pay a dividend tax of Rs. 27.94 lacs thereon. No dividend has been recommended on the equity shares to conserve and plough back the resources for the ongoing and upcoming capex projects.

OPERATIONS

The production of paper during the year under review was 97,572 metric tonnes as against 1,00,218 metric tonnes in the previous year. The quantitative figure for the sale of paper was 97,535 metric tonnes this year, leaving closing stock of 35 metric tonnes, as against the sale of 1,00,218 metric tonnes in the previous year. The production during the year was slightly lower during the current year due to better product mix but leading to higher sales realizations as also higher production of copier and other premium quality paper compared to the previous year.

The figures given in the Financial Highlights for the current year under review show the following trends over the previous year;

Gross sales turnover and other income is up by 13.56% at Rs. 50,872.03 lacs, operating profit is up by 29.35% at Rs. 7,745.24 Lacs, Profit before Tax is up by 75.48% at Rs. 3,731.70 lacs. Net profit after tax is up by 161.80% and stands at Rs. 3,354.67 lacs.

There has been a significant improvement in the profitability during the year under review compared to the previous year which is mainly due to higher sales realizations, better product mix and brand equity, improved quality and higher volumes of premium quality paper products like copier and surface sized paper. This is despite the increase in the input costs in terms of raw materials, fuel and chemical costs, imported pulp due to the high volatility in US $ and consequent high depreciation in the Indian currency and high interest costs.

The initiatives taken by your company in increasing productivity and efficiency have led to improvement of the operational performance, which is visible from the operational performance for the year under review. The results of cost reduction initiatives and operational efficiencies will be further visible in the current financial year 2014-15 as your company has continued the initiatives to optimize capacity utilization, cost reduction initiatives, innovation of new products and is further undertaking modification and up- gradation of pulp mill and paper machines for improving the product quality vis-a-vis cost reduction initiatives. The projects are in progress and will be commissioned during the current year 2014-15.

The Mill Expansion Plan implemented in the previous years, has made your company one of the most cost competitive paper mills, as also one of the large paper player in the writing and printing segment. Further continuous innovative initiatives have enabled the mill to manufacture papers of distinctive prime quality, which is competing with the premium quality of other large paper mills.

Writing & printing paper segment have witnessed optimum capacity utilizations levels over the past few years due to significant demand growth. This led to large capacity additions in recent years and demand is taking its time to absorb these capacity accretions. Despite this trend, your company has been able to operate at almost optimum levels of production and sale, and has been able to offset the associated negatives to a large extent.

As per CRISIL estimates, the demand for Paper and Paperboard will continue to grow at a steady pace over next 5 years. Demand for Writing & Printing paper is expected to grow to 5.2 million tonnes in 2017-18, a CAGR of 6.5-7 per cent. The key drivers for this growth are the Government''s emphasis on education and literacy and its spending on the education, corporate spending on stationery and advertisement, coupled with growth in organised retail and demand for better-quality paper. However, growth in demand in 2014-15 is expected to be moderate at 5.5% on the back of a weak macroeconomic environment unless substantive policy measures are undertaken by the Govt. to boost investment sentiment. Between 2015-16 to 2017-18 growth in demand is expected to be at 6.5-7%. Within the writing & printing paper segment, the demand for copier paper is expected to grow at the fastest pace at CAGR of 12.6% on account of rise in the corporate spending in stationery. This is because a rise in corporate spending on stationery has translated into considerable demand for high-quality copier paper from the office printing segment.

Demand for Creamwove Paper (the most widely-used variety in Indian school textbooks), which accounted for 44 per cent of W&P paper demand in 2012-13 compared to 50% in 2007-08, is expected to grow at a steady pace as more new educational institutions are likely to come up in the country between 2014-15 and 2016-17, as an outcome of the Indian Government''s Right to Education (RTE) initiative. Creamwove continues to the largest contributor to the W&P demand. Additionally, initiatives like Rashtriya Madhyamik Shiksha Abhiyan and Sarva Shiksha Abhiyan will continue to boost the paper demand.

The detailed performance of Company''s operations for the year ended 31 March 2014 has been stated in the Management Discussion & Analysis Report which appears as a separate statement in the Annual Report.

FINANCE

(a) Project finance

Punjab National Bank has sanctioned a term loan of Rs. 2,000 lacs. The disbursement of the loan has commenced during the year under review.

(b) Working capital

The enhanced working capital limits amounting to Rs. 10,325 lacs (fund based Rs. 5,000 lacs & non-fund based Rs. 5,325 lacs) have been appraised and sanctioned by the Banks.

(c) Fixed Deposits

As on 31 March, 2014, your Company had Fixed Deposits of Rs. 1,984.12 lacs. There were no overdue deposits as on 31 March 2014. There was no failure in making repayment of the fixed deposits on maturity, including interest due thereon, in terms of the conditions of your Company''s Fixed Deposits Scheme.

The above deposits have been accepted for a period of 1 year to 3 years as per the Fixed deposit Scheme duly approved by the Board in its meeting held on 13 September 2013 pursuant to the provisions of Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975. However, as per the provisions of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014, all the deposits accepted pursuant to the provisions of Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules 1975 are required to be mandatorily repaid within one year from the date of commencement of Act i.e. 1 April 2014 or from the date on which such payments are due, whichever is earlier.

Henceforth, the fixed deposits will be invited, accepted and renewed as per the relevant provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules 2014 upon compliance of the procedure laid down therein. Necessary steps towards the same are underway and the deposits will be invited, accepted and renewed in accordance with the new provisions.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure, which forms part of this Report.

PERSONNEL

Relationship 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 operational efficiencies of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are to be set out in the Annexure, which forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection to any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the President (Finance) & CFO/ Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. D.S. Sandhawalia and Sh. Ashutosh Khaitan shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

In compliance with the section 149 (1) of the Companies Act, 2013 with regard to the appointment of a woman director, Mrs. Neena Singh has, accordingly been appointed as director.

AUDITORS & AUDITOR''S REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The company has received a certificate from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limit under section 139 (1) of the Companies Act, 2013 and they are not disqualified for appointment within the meaning of Section 141 (3) (g) of the said Act.

The Notes on Accounts referred to in the Annexure to the Auditor''s Report are self-explanatory and do not call for any comments.

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 31 March 2014. The Company''s Cost Audit Report for the year ended 31 March 2013 was filed on 10.09.2013 (Due date 30.09.2013). The said firm has been appointed as cost auditors of the Company for the financial year 2014-15 as well.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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 Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGMENT

Your Directors convey their 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. 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 the Board

Place: Chandigarh Jagesh K Khaitan Dated: 15 May 2014 Chairman & Managing Director

---

Mar 31, 2013

To the Members,

The Directors take pleasure in presenting the 16th Annual Report on the business and operations, together with audited statements of Accounts of your Company, for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the year 2012-13 are given hereunder.

(Rs. in lacs)

2012-13 2011-12

Sales & other income 44,797.55 39,814.71

Operating Profit 6,045.83 4,515.38

Interest 2,349.42 2,425.03

Gross Profit 3,696.41 2,090.35

Depreciation 1,569.93 1,542.33

Profit before tax 2,126.48 548.02

Provision for

- Current Tax (425.46) (109.65)

- Deferred Tax charge for the year (845.13) (176.26)

- MAT credit entitlement 425.46 109.65

Net Profit after tax 1,281.35 371.76

Balance b/f from previous year 2,807.65 2,491.96

Profit available for appropriations 4,089.00 2,863.72

Appropriations:-

Proposed Dividend on

(a) Equity shares -- --

(b) Preference Shares @ Rs. 0.70 Per share 1.71 5.20

(c) Tax on dividend 0.29 0.87

(d) Capital Redemption Reserve 50.00 50.00

(e) General Reserve -- --

Balance carried to Balance Sheet 4,037.00 2,807.65



DIVIDEND

Your Directors have recommended a dividend of Rs. 0.70 per share (previous year Rs. 0.70 per share) on the Redeemable Preference Shares of Rs.10/- each, on the preference share capital, on pro-rata basis, for the year ended 31st March, 2013 amounting to Rs. 1.71 lacs and to pay a dividend tax of Rs. 0.29 lacs. No dividend has been recommended on the equity shares to conserve and plough back the resources for the ongoing and upcoming capex projects.

OPERATIONS

The production of paper during the year under review was 1,00,218 metric tonnes as against 95,383 metric tonnes in the previous year. The quantitative figure for the sale of paper was the same at 1,00,218 metric tonnes this year, leaving no closing stock, as against 95,493 metric tonnes in the previous year.

The figures given in the Financial Highlights for the current year under review show the following trends over the previous year;

Gross sales turnover and other income is up by 12.51% at Rs. 44,797.55 lacs, operating profit is up by 33.89% at Rs. 6,045.83 Lacs, Profit before Tax is up by 294.17% at Rs. 2,126.48 lacs. Net profit after tax is up by 244.67% and stands at Rs. 1,281.35 lacs.

There has been a significant improvement in the profitability during the year under review compared to the previous year mainly due to improved sales realizations, better product mix, improved quality and launching of new paper products like copier and surface sized paper. This is despite the increase in the input costs in terms of fuel and chemical costs, imported pulp due to the depreciation in the Indian currency and high interest costs.

The initiatives taken by your company in increasing productivity and efficiency have led to improvement of the operational performance in terms of production and sales, which is visible from the operational performance for the year under review. The results of cost reduction initiatives and operational efficiencies will be further visible in the current financial year 2013-14 as your company has continued the initiatives to optimize capacity utilization; innovation of new products and is undertaking modification and up-gradation of pulp mill and paper machines with a view to improve the product quality, as also installation of equipments for compliance with Corporate Responsibility for Environment Protection (CREP) guidelines prescribed by Ministry of Environment and Forests (MoEF), New Delhi for large scale pulp and paper industry. The above projects are in progress and will be commissioned during the current year 2013-14.

With the implementation of the Mill Expansion Plan, the company has become one of the most cost competitive paper mills, as also one of the large paper player in the writing and printing segment. Further innovative initiatives have enabled the mill to manufacture papers of distinctive quality, which is competing with the premium quality of other large paper mills.

Writing & printing paper segment have witnessed optimum capacity utilizations levels over the past few years due to significant demand growth. This led to large capacity additions in recent years and demand is taking its time to absorb these capacity accretions. Despite this trend, your company has been able to operate at higher levels of production and sale, and have been able to offset the negatives to a large extent.

As per CRISIL estimates, Paper and Paperboard demand will grow at a steady pace over next 5 years. Demand for Writing & Printing paper is expected to grow to 5.2 million tonnes in 2017-18 from 3.9 million tonnes in 2012-13, a CAGR of 6.0-6.5 per cent. The key drivers for this growth are the Government''s emphasis on education and literacy, coupled with growth in organised retail and demand for better-quality paper. However, growth in demand in 2013-14 is expected to be moderate on the back of a weak macroeconomic environment unless substantive policy measures are undertaken by the Govt. to boost investment sentiment. Between 2012-13 and 2017-18, demand for copier paper is likely to be the strongest at around 13 per cent CAGR. This is because a rise in corporate spending on stationery has translated into considerable demand for high-quality copier paper from the office printing segment. Hence, the share of copier paper in total Writing & Printing paper demand is expected to increase around 24 per cent in 2017-18 from 18 per cent in 2012-13.

Demand for Creamwove Paper (the most widely-used variety in Indian school textbooks), which accounted for 52 per cent of W&P paper demand in 2012-13, is expected to grow at a steady 3.0-3.5 per cent CAGR over the same period. About 2.5 lac new educational institutions are likely to come up in the country between 2012-13 and 2016-17, as an outcome of the Indian Government''s Right to Education (RTE) initiative. Additionally, initiatives like Rashtriya Madhyamik Shiksha Abhiyan and Sarva Shiksha Abhiyan will continue to boost the paper demand.

The detailed performance of Company''s operations for the year ended 31st March, 2013 has been stated in the Management Discussion & Analysis Report which appears as a separate statement in the Annual Report.

FINANCE

(a) Project finance

State Bank of India has sanctioned a corporate loan of Rs. 1,200 lacs. The loan has been disbursed during the year under review.

(b) Working capital

The enhanced working capital limits amounting to Rs. 8,575 lacs (fund based Rs. 4,750 lacs & non-fund based Rs. 3,825 lacs) have been appraised and sanctioned by the Banks.

(c) Fixed Deposits

As on 31st March, 2013, your Company had Fixed Deposits of Rs. 2,096.00 lacs. There were no overdue deposits as on 31st March, 2013. There was no failure in making repayment of the fixed deposits on maturity, including interest due thereon, in terms of the conditions of your Company''s Fixed Deposits Scheme.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure, which forms part of this Report.

PERSONNEL

Relationship 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 operational efficiencies of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are to be set out in the Annexure, which forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection to any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the President (Finance) & CFO/Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Sh. Umesh Kumar Khaitan and Sh. Ashutosh Khaitan retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS & AUDITORS'' REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The management''s reply to the auditors'' observation contained in the Auditors'' Report at serial no. 4 regarding approval of the members in the general meeting for managerial remuneration to the extent of Rs. 48.00 lacs for the year ended 31 March 2012 and to a director to the extent of Rs. 10.09 lacs for the year ended 31 March 2013 has been explained and disclosed in the note no. 4.11 of Schedule 4 - "Other notes to accounts" .

Necessary resolutions at item nos. 6 and 7 for approval of the members are contained in the notice for annual general meeting for approval of the above remuneration.

The company has received a certificate from the Statutory Auditors to the effect that their reappointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Annexure to the Auditors'' Report are self-explanatory and do not call for any comments.

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 March 31, 2013. The Company''s Cost Audit Report for the year ended March 31, 2012 was filed on 07.01.2013 within the extended date viz. 28.02.2013. The said firm has been appointed as cost auditors of the Company for the financial year 2013-14 as well.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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 Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGMENT

Your Directors convey their 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. 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 the Board

Place: Chandigarh Jagesh K Khaitan

Dated: 13 August 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the 15th Annual Report on the business and operations, together with audited statements of Accounts of your Company, for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the year 2011-12 are given hereunder.

(Rs. in lacs) (Rs. in lacs) 2011-12 2010-11

Sales & other income 39854.42 32184.73

Operating Profit 4515.38 4755.71

Interest 2425.03 2265.00

Gross Profit 2090.35 2490.71

Depreciation 1542.33 1464.11

Profit before tax 548.02 1026.60

Provision for

- Current Tax (109.65) (178.79)

- Tax Provision for earlier years -- (15.09)

- Prior period Deferred Tax Adjustment -- 1083.35

- Deferred Tax charge for the year (176.26) (285.40)

- MAT credit entitlement 109.65 200.84

Net Profit after tax 371.76 1831.51

Balance b/f from previous year 2491.96 922.36

Profit available for appropriations 2863.72 2753.87

Appropriations

- Proposed Dividend on

(a) Equity shares -- 87.26

(b) Preference Shares @ Rs. 0.70 Per share 5.20 8.71

(c) Tax on dividend 0.87 15.94

(d) Capital Redemption Reserve 50.00 50.00

(e) General Reserve -- 100.00

Balance carried to Balance Sheet 2807.65 2491.96

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.70 per share (previous year Rs. 0.70 per share) on the Redeemable Preference Shares of Rs.10/- each, on the preference share capital for the year ended 31st March, 2012 amounting to Rs. 5.20 lacs and to pay a dividend tax of Rs. 0.87 lacs. No dividend has been recommended on the equity shares to conserve and plough back the resources for the ongoing capex projects.

OPERATIONS

The production of paper during the year under review was 95,383 metric tonnes as against 79,980 metric tonnes in the previous year. Similarly the quantitative figure for the sale of paper was 95,493 metric tonnes as against 80,119 metric tonnes in the previous year.

The figures given in the Financial Highlights for the current year under review show the following trends over the previous year;

Gross sales turnover and other income is up by 23.8% at Rs. 39854.45 lacs, operating profit is down by 5.1% at Rs. 4515.38 Lacs, Profit before Tax is down by 46.6% at Rs. 548.02 Lacs. Net profit after tax stood at Rs. 371.74 Lacs.

The profitability during the year under review has been lower compared to the previous year mainly due to lower sales realizations, higher input costs in terms of fuel and chemical costs, and of imported pulp due to the depreciation in the Indian currency and high interest costs.

In the Finance budget for the year 2012-13, the Govt. has increased the central excise duty applicable to the writing and printing paper from 5% to 6%, and on supplies to the State Textbooks Corporations, from 1% to 2%.

The Mill Expansion Plan has improved the operational performance in terms of production and sales levels, which is visible from the operational performance. The results of enhanced capacity operations will be further visible in the current financial year 2012-13 as your company has further taken initiatives to optimize capacity utilization; is innovating on new specialty products, packaging paper; is undertaking cost reduction initiatives, and modification and up-gradation of pulp mill and paper machines for improving the product quality, as well as making specialty and copier paper; as also installation of equipments for compliance with Corporate Responsibility for Environment Protection (CREP) guidelines prescribed by Ministry of Environment and Forests (MoEF), New Delhi for large scale pulp and paper industry. This entire outlay is at an estimated cost of Rs. 55 crores.

With the complete implementation of the Mill Expansion Plan, the company has become one of the most cost competitive paper mills, as also one of the large paper player in the writing and printing segment. Further innovative initiatives have enabled the mill to manufacture papers of distinctive quality, which will compete with the premium quality of other large paper mills.

Writing & printing paper segment have witnessed high capacity utilizations levels over the past few years due to significant demand growth. This led to large capacity additions in recent years and will drive more additions over the next 18-24 months. Though the growth in the paper demand is likely to absorb these capacity increments, it may not be adequate to absorb all the new capacities in the immediate future, and would create a short term supply surplus. Despite this trend, your company has been able to operate at higher levels of production and sale, and have been able to offset the negatives to a large extent.

Paper and paperboard demand is expected to increase at 7.5-8 per cent CAGR over the next 5 years. However, growth is expected to remain moderate in 2012-13, on the back of a weak macroeconomic environment, unless substantive policy measures are undertaken by the Govt. to boost investment sentiment. The monetary tightening policy that has continued during the year under review by RBI, but unfortunately it has not been able to curb the inflationary pressures, and has not borne desired results. High inflation has been the major dampener in the economy growth. Going forward, the inflation scenario remains challenging and is expected to remain range bound.

The detailed performance of Company's operations for the year ended 31st March, 2012 has been stated in the Management Discussion & Analysis Report which appears as a separate statement in the Annual Report.

FINANCE

(a) Project finance

State Bank of Patiala has sanctioned a Term Loan of Rs. 4000 lacs, for putting up the aforementioned capex projects. Of this, an amount of Rs. 2004.65 lacs has been disbursed during the year under review and the balance will be disbursed in the financial year 2012-13.

(b) Working capital

The enhanced working capital limits amounting to Rs. 5760 lacs (fund based Rs. 2835 lacs & non-fund based Rs. 2925 lacs) have been appraised and sanctioned by the Banks.

(c) Fixed Deposits

As on 31st March, 2012, your Company had Fixed Deposits of Rs. 1963.50 lacs. There were no overdue deposits as on 31st March, 2012 except an unclaimed deposit of Rs. 0.15 lacs due to the demise of the deposit holder, and will be paid on receipt of requisite documents. There was no failure in making repayment of the fixed deposits on maturity, including interest due thereon, in terms of the conditions of your Company's Fixed Deposits Scheme.

CHANGE IN NAME OF THE COMPANY

Consequent to the approval of the shareholders in the Extraordinary General Meeting of the Company held on 23rd February, 2012, the name of the company has been changed to Kuantum Papers Limited. The Registrar of Companies, Punjab and Chandigarh has issued a fresh Certificate of Incorporation under the new name i.e. Kuantum Papers Limited on March 30, 2012.

Henceforth, the operations under the name of Kuantum Papers Limited will take forward the values, ethics, culture and the legacy of more than three decades.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure, which forms part of this Report.

PERSONNEL

Cordial employee relations were maintained throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees, at all levels, to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are to be set out in the Annexure, which forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection to any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Sr. Vice President (Finance) & CFO/ Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Justice S.S. Sodhi(Rtd) and Sh. D.S. Sandhawalia retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS & AUDITOR'S REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The management reply to the auditor's observation contained in the auditor's report at serial no. 4 regarding approval of Central Govt. for excess managerial remuneration of Rs. 29.06 lacs paid to directors is as under:

The managerial remuneration to the whole time directors has been paid as approved by the shareholders pursuant to Part-1I, Section-I of Schedule XIII of the Companies Act, 1956. During the year under review, the remuneration paid exceeds the amount payable due to inadequate profits. The company has filed applications with the Ministry of Corporate Affairs u/s 310 of the Act, for approval and the same is awaited. Necessary disclosure has been made in the note 4.11 in the notes to accounts.

The company has received a certificate from the auditors to the effect that their reappointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Annexure to the Auditor's Report are self-explanatory and do not call for any comments. COST AUDITORS

M/s R.J. Goel & Co. were appointed as Cost Auditors for conducting the cost audit of the Company for the year ended March 31, 2012 and the actual date of filing the Cost Audit Report for the year ended March 31, 2011 was 22.09.2011 whereas the last date of filing was 29.09.2011.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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 Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Place: Chandigarh Jagesh K Khaitan

Dated: May 26, 2012 Chairman & Managing Director

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Mar 31, 2011

To the Members,

The Directors take pleasure in presenting the 14th Annual Report on the business and operations, together with audited statements of Accounts of your Company, for the financial year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the year 2010-11 are given hereunder.

(Rs. in lacs)

2010-11 2009-10

Sales & other income 32184.73 22179.10

Operating Profit 4755.71 3914.22

Interest 2265.00 1771.66

Gross Profit 2490.71 2142.56

Depreciation 1464.11 1205.96

Profit before tax 1026.60 936.60

Provision for

-Current Tax (178.79) (159.17)

-Tax Provision for earlier years (15.09) -

-Prior period Deferred Tax Adjustment 1083.35 -

-Deferred Tax charge for the year (285.40) (2188.92)

-MAT credit entitlement 200.84 159.17

Net Profit after tax 1831.51 (1252.32)

Balance b/f from previous year 922.36 2441.08

Profit available for appropriations 2753.87 1188.76

Appropriations:-

- Proposed Dividend on

(a) Equity shares 87.26 87.26

(b) Preference Shares @ Rs. 0.70 Per share 8.71 12.23

(c) Tax on dividend 15.94 16.91

(d) Capital Redemption Reserve 50.00 50.00

(e) General Reserve 100.00 100.00

Balance carried to Balance Sheet 2491.96 922.36

DIVIDEND

Your Directors are pleased to recommend Rs. 0.70 per share (7%) on the Redeemable Preference Shares of Rs.10/- each, on the preference share capital of Rs. 1,00,00,000/- and Rs. 1.00 per share (10%) on the Equity Shares of Rs.10/- each, on the equity share capital of Rs. 8,72,63,630/- for the year ended 31st March, 2011 aggregating to Rs. 95,98,007/- and to pay a dividend tax of Rs. 15,94,133/-.

OPERATIONS

The production of paper during the year under review was 79,980 metric tonnes as against 60,553 metric tonnes in the previous year. The sale of paper was 80,119 metric tonnes as against 60,304 metric tonnes in the previous year. The figures given in the Financial Highlights for the current year under review show the following trends over the previous year;

Gross sales turnover and other income is up by 45.1% at Rs. 32184.73 Lacs, operating profit is up by 21.5% at Rs. 4755.71 Lacs, Profit before Tax is up by 9.6% at Rs.1026.60 Lacs. Net profit after tax stood at Rs. 1831.51 Lacs after deferred tax adjustment of Rs. 1083.35 Lacs accrued on the unabsorbed deprecation for the previous year.

The previous two years has been a period of ever increasing capacities in the paper industry. It has been a situation of oversupply in the market, wherein demand is gradually catching up. The indelible mark on reduced price lines of paper products is very visible. Despite this trend, we have been able to operate at higher levels of production and sale, and have been able to offset the negatives to a large extent.

Robust growth and steady fiscal consolidation have been the hallmark of the Indian economy in 2010-11. The growth has been broad based and has been 8.6% in 2010-11 and is expected to be around 9% in 2011-12. However higher inflation rate, higher input prices and volatility in global markets have been a cause of concern which may impact the projected growth.

In line with the economy growth recovery in 2010-11, the Govt. has implemented gradual exit from stimulus package extended to the industry in the previous years. In the budget for the year 2011-12, the Govt has enhanced the excise duty applicable to the paper industry from 4% to 5% and has also withdrawn the excise duty exemption provided to the state textbooks corporations as also the exemption on the first clearance of 3500 MT which has been hitherto available to Agro paper mills.

As part of the Mill Expansion Plan, the Chemical Recovery Plant, the Co-generation plant and Paper Machine had already been commissioned in the previous year(s). The operations of Paper Machine-4, which were under stabilization in the previous year, have since been stabilized during the year under review which is visible from the improved operational performance. The results of enhanced capacity operations will be further visible in the current financial year 2011-12 as your company further endeavors to optimize capacity utilization in view of the stabilization of PM-4 and to achieve optimum capacity utilization during 2011-12.

The members were informed in the last annual report that pulp mill is at advanced stage of implementation. The Directors are pleased to inform that pulp street which was the remaining project of the Mill Expansion Plan, has also been commissioned during the year under review.

Furthermore, during the year under review the company has also taken up projects for debottlenecking the constraints and putting up balancing equipment/ equipments towards the cost reduction initiatives and to improve the quality of its product. To this end, the Banks have sanctioned a term loan of Rs. 1250 lacs for the purpose. Your company has further conceived few projects in its pursuit to continue with cost reduction initiatives in 2011-12.

The detailed performance of Company's operations for the year ended 31st March, 2011 has been stated in the Management Discussion & Analysis Report which appears as a separate statement in the Annual Report.

FINANCE

(a) Project finance

Punjab National Bank has sanctioned a Term Loan of Rs. 1250 lacs, for putting up the balancing equipments. Of this, an amount of Rs. 846.89 lacs has been disbursed during the year under review and the balance will be disbursed in the current year 2011-12.

(b) Working capital

The enhanced working capital limits amounting to Rs. 5,450 lacs (fund based Rs. 2,850 lacs & non-fund based Rs. 2,600 lacs) have been appraised by Punjab National Bank. Punjab National Bank has sanctioned their share and sanction by State Bank of Patiala, the consortium of banker, is in process.

(c) Fixed Deposits

As on 31st March, 2011, your Company had Fixed Deposits of Rs. 1413.90 lacs. There were no overdue deposits as on 31st March, 2011; nor was there any failure in making repayment of the fixed deposits on maturity, including interest due thereon, in terms of the conditions of your Company's Fixed Deposits Scheme.

SHIFTING THE REGISTERED OFFICE FROM THE NATIONAL CAPITAL TERRITORY OF DELHI TO THE STATE OF PUNJAB

Consequent to the Special Resolution dated January 25, 2011 passed by the shareholders through Postal Ballot, the company filed a petition with the Company Law Board (CLB). CLB vide its order dated May 11, 2011 has confirmed and approved the shifting of Registered Office from the National Capital Territory of Delhi to the State of Punjab. The necessary forms pursuant to the Companies Act, 1956 are being filed.

DELISTING OF EQUITY SHARES FROM U.P. STOCK EXCHANGE

The Company was listed on Bombay Stock Exchange and U.P. Stock exchange, Kanpur. Since the trading at Kanpur Exchange was almost inactive, the Company voluntarily delisted itself from the Kanpur Stock Exchange with effect from 14th March 2011. However, the company continues to be listed on Bombay Stock Exchange, which has nationwide trading terminals.

JOINT VENTURE WITH GRANIT RECHERCHE DEVELOPPEMENT S.A.

The Company had a joint venture with Granit Recherche Developpement S.A. of Switzerland for treatment of black liquor through the "Lignin Precipitation System (LPS)" plant in joint venture Company (JV) under the name of "Greencone Environs Private Limited". The Company had invested a sum of Rs. 1,29,83,000 in equity shares (49.62%) which has been sold at par value during the year under review. The operations of Greencone will continue as it is.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Cordial employee relations were maintained throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees, at all levels, to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are to be set out in the Annexure which forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Sr. Vice-President (Finance) & CFO/ Company Secretary at the Registered Office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Yashovardhan Saboo and Sh. D.C. Mehandru retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

AUDITORS & AUDITOR'S REPORT

M/s B S R & Co., Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

The company has received a certificate from the auditors to the effect that their reappointment, if made, would be within the prescribed limit under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Annexure to the Auditor's Report are self-explanatory and do not call for any comments.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

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 Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

J.K. Khaitan Chairman & Managing Director

Place: Chandigarh Dated: May 24, 2011

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Mar 31, 2010

The Directors take pleasure in presenting the 13th Annual Report on the business and operations, together with audited statements of Accounts of your Company, for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the year 2009-10 are given hereunder.

(Rs. in lacs)

2009-101 2008-09

Sales & other income 22,134.04 21,000.63

Operating Profit 3,851.93 3,935.10

Interest 1,709.09 1,040.72

Gross Profit 2,142.84 2,894.38

Depreciation 1,205.96 793.91

Profit before tax 936.88 2,100.47

Provision for

- Current Tax (incl FBT) 159.45 249.57

- Deferred Tax 2,188.92 575.72

- MAT credit entitlement 159.17 100.43

Profit after tax (1,252.32) 1,375.61

Balance b/f from previous year 2,441.08 1,537.09

Profit available for appropriations 1,188.76 2,912.70

Appropriations

- Proposed Dividend on

(a) Equity shares @ 87.26 218.16

Rs. 1.00 Per share

(b) Preference Shares @ 12.23 14.00 Rs. 0.70 Per share

(c) Tax on dividend 16.91 39.46

(d) Capital Redemption 50.00 - Reserve

(e) General Reserve 100.00 200.00

Balance carried to Balance Sheet 922.36 2,441.08

DIVIDEND

Your Directors are pleased to recommend Rs. 0.70 per share (7%) on the Preference Shares of Rs.10/- each, on the preference share capital of Rs. 1,50,00,000/- and Rs. 1.00 per share (10%) on the Equity Shares of Rs.10/- each, on the equity share capital of Rs. 8,72,63,630/- for the year ended 31st March, 2010 aggregating to Rs. 99,48,966/- and to pay a dividend tax of Rs. 16,90,827/-.

OPERATIONS

The production of paper during the year under review was 60,553 tonnes as against 54,277 tonnes in the previous year. The figures given in the Financial Highlights for the current year under review show the following trends over the previous year;

Gross sales turnover is up by 5.40%, operating profit is lower by 1.34%, Profit before Tax is down by 5.79%, and Net loss after providing for Deferred Tax Liability provision showing a variance of 191.05% compared to operations in the previous year.

The impact of slowdown and recessionary trends in the industrial activity had its effect during the first half of the current year and it was only in the 2nd half that the demand and the prices picked up. Your company has recorded higher turnover under the difficult times during the year under review. The operating profit stood at the similar level. During the year, the Govt, continued with the concessional excise duty of 4% to the paper industry to stimulate demand.

The members are aware that the company had been implementing Mill Expansion Plan comprising mainly of putting up an additional Paper Machine (PM-4) alongwith pulp street to enhance the manufacturing capacity of paper from the existing capacity of 50,000 MTPA to over 1,00,000 MTPA; and the Chemical Recovery Plant and the Co-generation plant have already been commissioned in the previous year towards cost reduction initiatives in the manufacturing of paper, as part of the Mill Expansion Plan. The directors are pleased to report that PM-4 has been commissioned during the year under review. It took longer time than envisaged to stabilize operations thereby affecting the operational performance. The incidence of depreciation and interest is higher during the year consequent to the commissioning and capitalization of PM-4 which has had its effect on the profitability. With the implementation and commissioning of these projects, the company is heading towards achieving the benchmark of one of the most cost competitive paper units and will make your company one of the large paper manufacturers in the industry. Further it will enable the manufacturing of premium quality paper, which is placed in maplitho paper category, competing with quality specifications of other large paper mills. The results of enhanced capacity operations will be visible in the current financial year 2010-11.

The implementation of pulp street; the remaining project, of the Mill Expansion Plan is at advanced stage and will be commissioned during current year. The members were informed last year that the cost of the projects has undergone a revision from Rs. 157 crores to Rs. 197 crores.

The increased cost was funded by way of term loans of Rs. 28 crores by the Banks and the balance amount was contributed by way of internal accruals and unsecured loans by promoters.

The detailed performance of Companys operations for the year ended 31st March, 2010 has been stated in the Management Discussion & Analysis which appears as a separate statement in the Annual Report.

FINANCE

(a) Project finance

State Bank of India in consortium with State Bank of Patiala and State Bank of Bikaner and Jaipur had sanctioned further Term Loan of Rs. 2800 lacs, for the revised cost of the Mill Expansion Plan of the Company and the same has been disbursed during the year under review.

(b) Working capital

The enhanced working capital limits amounting to Rs. 5,000 lacs (fund based Rs. 3,000 lacs & non-fund based Rs. 2,000 lacs) were sanctioned by the consortium of bankers, comprising of Punjab National Bank and State Bank of Patiala.

(c) Fixed Deposits

As on 31st March, 2010, your Company had Fixed Deposits of Rs. 717.23 lacs. There were no overdue deposits as on 31 st March, 2010; nor there was any failure in making repayment of the fixed deposits on maturity, including interest due thereon, in terms of the conditions of your Companys Fixed Deposits Scheme.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure which forms part of this Report.

PERSONNEL

Cordial employee relations were maintained throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

The particulars of employees as per Section 217(2A) of the Companies Act, 1956 are to be set out in the Annexure which forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the report and accounts are being sent to all the members of the Company excluding the aforesaid information. This statement shall be made available for inspection by any member during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining such particulars may write to the Vice-President (Finance)/ Company Secretary at the Registered Office of the Company.

DIRECTORS

Sh. N.K. Bajaj, Chairman & Managing Director, Sh. G.N. Mehra, Sh. K.R. Ramamoorthy, Sh. Mohit Satyanand, Sh. Ravindra Gupta, Sh. A.K. Bajaj, Sh. V.K. Bajaj, and Sh. J.C. Rana, Directors resigned from the Board of Directors of the Company on 16th July 2010. The Board places on record its appreciation of the valuable contribution made by the directors during their tenure. Justice S.S. Sodhi (Retd.), Sh. D.C. Mehandru, Sh. U.K. Khaitan and Sh. D.S. Sandhawalia were appointed as Additional Directors in the meeting of Board of Directors held on 3rd August, 2010. These directors retire at the ensuing annual general meeting of the Company and being eligible offers themselves for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Ashutosh Khaitan retires by rotation at the forthcoming Annual General Meeting and is eligible for re- appointment.

The vacancy created upon the resignation of Sh. Lalit Chainwala, an independent director, on 26.02.2009 was filled with the induction of Sh. Ravindra Gupta on 29.09.2009 due to non-availability of a suitable director in the interim period.

AUDITORS

The Statutory Auditors M/s V Sahai Tripathi & Co., Chartered Accountants, New Delhi have expressed their unwillingness to be reappointed as Statutory Auditors at the forthcoming Annual General Meeting. No representation from the retiring auditors referred to under section 225(3) has been received. It is proposed to appoint M/s B S R & Co., Chartered Accountants, Chandigarh, as the Statutory Auditors for the financial year 2010-11. The company has received a certificate under section 224 (1 -B) of the Companies Act, 1956 from M/s B S R & Co., confirming that, if appointed, their appointment will be within the limits prescribed in sub-section (1-B) of section 224 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirrn:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company

regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the listing agreement with stock exchanges is annexed and forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

For and on behalf of the Board

Chandigarh J.K. Khaitan

August 13,2010 Chairman & Managing Director