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Kuantum Papers Ltd.

BSE: 532937 Sector: Industrials
NSE: N.A. ISIN Code: INE529I01013
BSE 12:32 | 27 May 491.00 47.65






NSE 05:30 | 01 Jan Kuantum Papers Ltd
OPEN 450.00
52-Week high 821.90
52-Week low 376.65
P/E 5.50
Mkt Cap.(Rs cr) 429
Buy Price 491.00
Buy Qty 1.00
Sell Price 494.95
Sell Qty 5.00
OPEN 450.00
CLOSE 443.35
52-Week high 821.90
52-Week low 376.65
P/E 5.50
Mkt Cap.(Rs cr) 429
Buy Price 491.00
Buy Qty 1.00
Sell Price 494.95
Sell Qty 5.00

Kuantum Papers Ltd. (KUANTUMPAPERS) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 21s1 Annual Report on thebusiness and operations together with audited statements of Accounts of the Company forthe financial year ended 31 March 2018.


The summarized financial results of the Company for the financial year 2017-18 aregiven hereunder.

(Rs. in lacs)
2017-18 2016-17
Sales & other income 71795.72 64591.39
Operating Profit 15111.50 11976.51
Interest 2458.40 2016.46
Gross Profit 12653.10 9960.05
Depreciation 1942.00 1536.40
Profit before tax 10711.10 8423.65
Provision for - Current Tax 2410.83 1811.31
- Deferred Tax charge 1011.52 682.25
Net Profit after tax 7288.75 5930.09
Other comprehensive Income (Expense) (14.63) (43.28)
Total comprehensive Income (Expense for the year 7274.12 5886.81


Your Directors have proposed a dividend of Rs. 2.50 per share (previous year Rs. 2.00per 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 thefinancial year ended 31 March 2018 amounting to Rs. 624.67 lacs including a dividenddistribution tax of Rs. 106.51 lacs.


During the year your Company has achieved the highest ever production of paper whichwas 125617 metric tonnes as against 115997 metric tonnes in the previous year. Thequantitative figure for the sale of paper was 126087 metric tonnes this year whichincludes opening stock of 470 metric tonnes leaving NIL closing stock as against the saleof 115724 metric tonnes and closing stock of470 metric tonnes in the previous year.

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

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

The company recorded a net sales turnover (net of excise/GST) and including otherincome at Rs.70780.15 lacs up by 15.9%; operating profit at Rs. 15111.50 lacs up by26.2% Profit before Tax at Rs. 10711.10 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 atRs. 7274.12 lacs.

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

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

These initiatives have made your company not only one of the most cost competitivepaper mills but is also placed amongst the large paper player in the writing and printingsegment. Furthermore continuous research & development have enabled the company tomanufacture papers of distinctive prime quality which is competing with the premiumquality of other large paper mills.

Writing & printing paper segment has witnessed optimum capacity utilizations levelsover the past few years due to steady demand growth. This led to large capacity additionsin 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 touch18.5 million tonnes in 2018-19. The demand growth is expected to be benefited by thesteady economic recovery improved industrial activity and rise in the advertisements. Thedemand will continue to be driven and supported by greater Government thrust and spendingon education sector corporate spending on stationary and healthy growth in servicessector. Further with the ongoing focus of the Govt towards digital transactions andconsequent rise in the number of banking transactions demand for cheque books and passbooks is also expected to rise in the near term.

After witnessing a growing rate of capacity addition in the early part of the decadethe planned domestic capacity (Greenfield and Brownfield) additions for paper andnewsprint has slowed down primarily due to a shortage of its key raw material i.e. pulpwood and rising prices of local waste paper. Additionally the Chinese Government hasbanned the import of several varieties of waste paper which is the primary raw materialforfinished 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 ananticipated pick-up from the education sector with improving literacy rates and growingenrolment as well as increasing number of schools colleges and institutions. Continuedgovernment spending on education through the Sarva Shiksha Abhiyan and Government's Rightto Education initiative is expected to lead to an increased expenditure on textbooksnotebooks 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 & Boardsegment is expected to grow at a CAGR of 8.9% and reach 9.7 million tonnes in FY19 due tofactors such as increased urbanization requirement of better quality packaging of FMCGproducts marketed through organized retail and increasing preference for ready-to-eatfoods.

• Improving literacy rates rising circulation and an increasing number ofnewspapers and magazines is expected to support growth in newsprint demand which isexpected to reach 2.7 million tonnes in FY19.

• Specialty paper is expected to grow at about 12% CAGR between through 2019 ascompared to about 9% CAGR in the last 5 years. The main varieties of specialty paper aretissue paper decor paper thermal paper cigarette paper and business card paper. Theirusage has been growing in line with growth in the economy rise in organised retailpenetration and increase in urbanisation.

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



The company has taken up implementation of Capex projects for modificationup-gradation of paper machines and other equipments and cost reduction initiatives. Theproposed Capex cost is Rs. 192.00 crores and is funded by Term Loans of Rs. 144.00 croresand internal accruals of Rs. 48.00 crores. The term loans of Rs. 144.00 crores have beensanctioned by the Banks and disbursement is underway. The projects are expected to becompleted and commissioned by December 2018.


Banks have sanctioned the enhanced working capital limits amounting to Rs. 11500.00lacs (fund based Rs. 5000.00 lacs non-fund based Rs. 6500.00 lacs during the year underreview.


As on 31 March 2018 your Company had Fixed Deposits of Rs. 4350.43 lacs. There wereno overdue deposits as on 31 March 2018.

The above deposits have been accepted fora period of 1 year to 3 years as per the Fixeddeposit Scheme duly approved by the Board in its meeting held on 15 September 2017pursuant to the compliance of the provisions of Companies Act 2013 read with theCompanies (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 thereonduring the year.


During the year under review CARE Ratings Limited has upgraded the external creditrating for the Long term Short term Bank facilities and Fixed Deposits of the companyfrom 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 65.0C CARE A2+ (A Two Plus)
Fixed Deposits 45.00 CARE A- (FD); Stable [A minus (Fixed deposit); Outlook Stable]


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


No material changes or commitments affecting the financial position of the Company haveoccurred during the year under consideration or after closure of the financial year tillthe date of this report.


Your Company does not have any subsidiary/joint ventures or associate company withinthe meaning of the Companies Act 2013. Kapedome Enterprises Limited (formely EsteemFinvetures Limited) is the holding company of Kuantum Papers Limited (KPL) having 57.35%equity shares of KPL.


Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardof Directors of your Company has constituted a CSR Committee. The CSR Policy has beenframed 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 Companythrough its CSR initiatives will continue to enhance value creation in the society and inthe community in which it operates through its services conduct and initiatives so asto promote sustained growth for the society and community.

During the year under review the company has spent an amount of Rs. 101.45 lacs on theprojects 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 CSRactivities at 'Annexure-A'.


Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Inter alia provides for amandatory requirement for all listed companies to establish a mechanism called the'Whistle Blower Policy' for Directors and employees to report concerns of unethicalbehavior actual or suspected fraud or violation or the Company's code of conduct orethics policy. In line with this requirement the Company has framed a "WhistleBlower Policy". The same is placed on the Company's website.


In line with the new regulatory requirements the company has framed a 'Risk ManagementPolicy' to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policy and procedure. A Risk Management Committee has also beenconstituted to oversee the risk management process in the Company.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's risk managementsystems and programs comprises of various processes structures and guidelines whichassist the Company to identify assess monitor and manages its risks including anymaterial changes to its risk profile. To achieve this the Company has clearly defined theresponsibility and authority of the Company's Management and the Risk Management Committeeto oversee and manage the risk management Programs. The company has taken Industrial AllRisk

Policy to insure its fixed assets and inputs that cover known and unknown riskincluding fire. Details of the various risks which can affect the Company's business andthe management's perception are more elaborately given in the 'Management Discussion& Analysis' attached to this Report.


Effective and strong internal control systems are developed in the Company for all themajor processes to ensure reliability of financial reporting safeguarding of assets andeconomical and efficient use of resources as also the compliance of laws regulationspolicies and procedures.

The Company's internal control systems are reviewed by M/s A. Gandhi and Associatesinternal auditors an independent firm of Chartered Accountants. The Internal Auditorindependently evaluates the adequacy of internal controls and reviews major transactions.The Internal Auditors reports directly to the Audit Committee to ensure completeindependence.


All related party transactions are entered at arm's length basis and as per theapplicable provisions of the Companies Act Indian Accounting Standards and the ListingRegulations. No materially significant related party transactions have been entered by theCompany with Promoters Directors or Key Managerial Personnel which had potentialconflict with the interest of the Company at large. Astatement of all related partytransactions is presented before the Audit Committee on a quarterly basis dulycertified by the CEO and CFO. The Related Party Transactions Policy as approved by theBoard is placed on the Company's website.

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


There are no significant and material orders passed by the Regulators Courts orTribunals which would impact the going concern status of the Company and its operationsin future.


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. TheDirectors place on record their appreciation of the valuable advice and guidance given bythem during theirtenure.

Sh. Vivek Bihani and Ms. Shireen Sethi were appointed as Independent Directors duringthe 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. 8"' November 2017 andshall be subject to retirement by rotation.

Further in accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Sh. Jagesh Kumar Khaitan shall retire by rotation at theforthcoming Annual General Meeting and is eligible for re-appointment.


The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to act as Independent Director under the provisions of theCompanies Act 2013 and the relevant rules.


In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company familiarized the Independent Directors in thefollowing 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 themselvesto be conversant with manufacturing operations & processes.

Presentations are made to the Board/Committees of the Board on regular intervals whichinter alia cover business strategies & reviews operations Industry developmentsmanagement structure periodical financial results budgets/business plans review ofInternal Audit and risk management framework.

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


Number of hours spent by independent directors in such 6 28


Nomination Remuneration and Evaluation policy has been framed by the Nomination andRemuneration Committee. The Nomination and Remuneration Committee has laid down thecriteria for performance evaluation of the individual Directors as well as the Board. Theframework of performance evaluation of the Directors captures the following points:

(a) Performance of the directors and key attributes of the Directors that justifyhis/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 managementas 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 itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of theBoard's functioning such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligation governance issuesparticipation and effectiveness.

During the year under review a meeting of Independent Directors was held on 30 March2018 wherein the performance of the Non Independent Directors and the Board as a wholevis-&-vis the performance of the Chairman of the Company was reviewed.

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 overallcontribution of each Director was assessed as satisfactory and appreciable. Thesuggestions participation involvement and constant efforts of each director in the lightof improving business operations and overall growth and development of the Company wasreally significant.

ii. Previous year's observations and actions taken:

There was no untoward negative observation of the Board with regard to the previousyear. However it has been the endeavor of the Board of Directors of the Company to attainthe highest level of transparency accountability and integrity as well as highestapplicable legal and ethical standards in the functioning of the Company with a view tocreate 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 theDirectors to uphold highest standards of integrity & probity and strict adherence ofthe Companies Act SEBI (Listing Obligations and Disclosure Requirements) Regulations andother rules and regulations besides Company's Code of Conduct as also to strive forconstructive effective and value-added deliberations at the meetings as also toconsistently strive to implement best corporate governance practices reflecting its strongvalue system and ethical business conduct.


The Board has on the recommendation of the Nomination and Remuneration Committeeapproved a policy for selection appointment remuneration and evaluation of DirectorsSenior Management and Key Managerial Personnel. Details of the Nomination and RemunerationCommittee are given in the Corporate Governance Report.


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


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


As required under section 134(3) (c) read with Section 134(5) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 yourDirectors state that:

(i) in the preparation of the annual accounts for the year ended 31 March 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company as at 31 March 2018 and of the profit of thecompany for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


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


M/s BSR & Co. LLP Chartered Accountants (ICAI Firm Registration No.101248W/W-100022) Statutory Auditors of the company have been appointed for a period of5 years by the shareholders in the Annual General Meeting held on 18 September 2015 tillthe conclusion of 23rd Annual General Meeting to be held in the year 2020 atsuch remuneration as may be fixed by the Board of Directors. Section 139 of the CompaniesAct 2013 (the "Act") read with Rule 3(7) of the Companies (Audit and Auditors)Rules 2014 required that the appointment of the statutory auditors will be subject toratification by shareholders at every Annual General Meeting; but pursuant to thenotification of the Central Government dated 7 May 2018 the ratification provision hasbeen withdrawn.

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


M/s R.J. Goel & Co. Delhi were appointed as Cost Auditors for conducting the costaudit of the Company for the year ended 31 March 2018. The Company's Cost Audit Report forthe year ended 31 March 2017 was filed on 22.08.2017 (Due date 30.09.2017). The said firmhas been appointed as cost auditors of the Company for the financial year 2018-19 as well.


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


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

Provision of money by Company for purchase of its own shares by employees or bytrustees 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 theterms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aregiven in the Report on Corporate Governance Report annexed with this report.


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


A Report on Corporate Governance along with a Certificate from the Practicing CompanySecretary regarding compliance of the conditions of Corporate Governance pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed and formspart of the Annual Report.


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


The Ministry of Corporate Affairs vide notification dated 16 February 2015 made itmandatory 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 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes ofcompanies which shall comply with the Ind AS in preparation of the financial statements.In accordance with clause (iii)of sub rule (1) of the Rule 4 of the Companies (IndianAccounting Standards) Rules 2015 the compliance of Indian Accounting Standards wasapplicable and mandatory to the company for the accounting period beginning from 1 April2017.

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


With the implementation of Goods and Service Tax (GST) from 1 July 2017 India has movedtoward a single indirect tax regime for goods and services for the entire country withuniform law. The majority of indirect taxes have been subsumed in GST. GST is the biggesttax reform in the history of Indian Economy and leading to simplify the movement of thegoods and services across the country shrinking delivery times and widening the productmarkets. The spillover effects of GST are immense from increase in Government revenuevis-a-vis better tax compliance and reduced tax evasion enabling greater control andfacilitating efficient monitoring than the traditional taxation system. The increased taxrevenues of Government would create scope for enhanced public investments in varioussocial and physical infrastructural activities creating further scope for employmentgeneration. However despite the immense potentiality borne by GST towards a higher growthtrajectory of Indian economy the industry has been facing enormous problems due to theteething issues during its implementation which are being addressed by the Governmentconstantly.


The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure-1which forms part of this Report. No foreign technology has been availed by the Company.


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 alllevels to the operations and operational efficiencies of the Company during the year underreview.


The information required under section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the statement annexed herewith as Annexure-4.

The information required pursuant to the provisions of Rule 5(2) & (3) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 requiringparticulars of the employees in receipt of remuneration in excess of Rs. 102 lacs perannum if employed throughout the year and Rs. 8.50 lacs if employed for part of the yearis given in the statement annexed herewith asAnnexure-4.


The Company has not extended any loan guarantee or investment under Section 186 of theCompanies Act 2013. ACKNOWLEDGMENT

Your Directors convey sincere thanks to the various agencies of the Central and StateGovernments Banks and other concerned agencies for all the assistance and cooperationextended to the Company for their continued support. The Directors also deeply appreciateand acknowledge the trust and confidence the vendors suppliers dealers customersshareholders and investors reposed in the Company. Your Directors also place on recordtheir appreciation for the dedicated services rendered by the workers staff and officersof the Company.

For and on behalf of the Board
Place : Chandigarh Jagesh Kumar Khaitan
Dated : 25 May 2018 Chairman