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Kuantum Papers Ltd.

BSE: 532937 Sector: Industrials
NSE: KUANTUM ISIN Code: INE529I01021
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VOLUME 1820
52-Week high 102.90
52-Week low 38.25
P/E 100.07
Mkt Cap.(Rs cr) 664
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 76.90
CLOSE 76.00
VOLUME 1820
52-Week high 102.90
52-Week low 38.25
P/E 100.07
Mkt Cap.(Rs cr) 664
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kuantum Papers Ltd. (KUANTUM) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 24th AnnualReport on the business and operations together with audited statements of Accounts of theCompany for the financial year ended 31 March 2021.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year2020-21 are given hereunder.

(Rs. in lakhs)

2020-21 2019-20
Sales & other income 41391.79 75350.53
Operating Profit 3932.16 12732.74
Interest 2774.65 3043.39
Gross Profit 1157.51 9689.35
Depreciation 3482.90 3170.16
Profit (loss) before exceptional items and tax (2325.39) 6519.19
Exceptional items 857.59 -
Profit (loss) after exceptional items Provision for (3182.98) 6519.19
- Current Tax - 1206.96
- Deferred Tax (1910.28) (1868.17)
Net Profit (loss) after tax (1272.70) 7180.58
Other comprehensive Income (Expense) 44.19 (12.97)
Total comprehensive Income /(Loss) for the year (Net of Income Tax) (1228.51) 7167.61

DIVIDEND

In view of the losses in the year under review your Directors have notrecommended dividend on the Equity Shares and Non-Cumulative Redeemable Preference Shares.

OPERATIONS

The year under review had witnessed disruptions in operations due tothe unprecedented economic challenges faced by the Indian economy due to Covid-19 pandemicoutbreak nationwide lockdown severe restrictions and curfew imposed by the various stateand central governments. During the year under review the Company achieved a productionof 82522 metric tonnes as against 126633 metric tonnes in the previous year. Thequantitative figure for the sale of paper was 84183 metric tonnes this year leaving 69metric tonnes as closing stock as against the sale of 125267 metric tonnes in theprevious year.

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

The company recorded a Net sales turnover (net of GST) and includingother income stood at Rs. 41391.79 lacs; Operating Profit at Rs. 3932.16 lacs; Lossbefore Tax at Rs. 3182.98 lacs; and the Net Loss after Tax and other comprehensive income(expense) at Rs. 1228.51 lacs. The loss after tax for the year under review is lowercompared to loss before tax due to write back of deferred tax culminating from the reducedtax rates announced by the Govt. in September 2019 in order to offer tax stimulus to theindustry. In terms of Section 115 BAA of the Income Tax Act 1961 the Company hadevaluated the outstanding deferred tax liability (net) and based on current estimatesre-measured the deferred tax assets/liabilities likely to be reversed at the time theCompany would opt for new tax regime which has resulted in write back of deferred taxliability amounting to Rs. 1910.28 lacs using the revised annual effective income taxrate.

The detailed performance of Company's operations for the year ended 31March 2021 has been stated in the Management Discussion & Analysis which appears as aseparate statement in the Annual Report.

INDUSTRY STATUS

Paper Industry is a significant player in the World Economy. Paperusage has been declining in North America and Europe since 2006 while steeply rising inChina and other Asian Economies. The four key Paper and Board categories are: NewsprintPrinting and Writing Papers Paper Boards for packaging applications Tissue Papers &other Specialty Papers. Packaging grades account for over 55% of consumption printing andwriting grades over 32% tissue papers 8-10% and others about 3%. Tissue and packaginggrades are expected to witness higher growth rates in future.

As per CRISIL global demand for writing and printing (W&P) paperpaperboard and newsprint in 2021 is expected to grow by 6-10% on-year after witnessing asteep fall in 2020 due to demand contraction across the globe on account of Covid-19related disruptions. Paper demand revival in 2021 can be closely ascertained by world GDPgrowth during the period. According to IMF economic outlook April 2021 report world GDPis expected to expand by 6% in 2021 after contracting by 3.3% in 2020. The emergingmarkets and the developing countries' economy is expected to grow by 6.7% on-year whichare the major drivers for paper demand whereas the developing countries economy isexpected to grow by 5.1% in 2021 after contracting by 4.7% in 2020. Demand for paper inChina which accounts for almost a third of global demand is expected to grow by 79% asthe country is completely recovered from the pandemic and utilizations have come topre-Covid levels. Demand in the US and EU together accounting for almost 40% of the worlddemand is expected to grow by only about 2-3% as many areas there are still facing asuccessive wave of Covid cases.

The Indian paper industry was one of the worst hit due to COVID-19pandemic outbreak leading to closure of educational establishments coaching centerscorporate offices and adoption of new culture of Work from Home. The sector has witnessedsome signs of revival. The closure of educational institutes significantly impacted thedemand for paper. Paper manufacturing scenario in India is witnessing a significant shifttowards sustainability with large paper mills working to improve efficiencies increaseproductivity and reduce resource intensity. The industry has been working on newpractices including research and development towards energy efficiency environmentpreservation and improving process efficiencies.

The Government's huge spending on healthcare and infrastructuresectors RBI's liquidity measures and the massive vaccination drive helped economicrecovery in the second half of FY 2020-21. During the last quarter of the year underreview the number of COVID cases reduced considerably and restrictions were graduallylifted. This witnessed significant recovery in both demand as well as sales realizationduring last quarter of the year.

As per the World Bank India's GDP growth is estimated between 8.3% percent during FY 2021-22 depending on the success of the vaccination campaign requirementof mobility restrictions and global economic recovery. As per CRISIL demand in developingeconomies in Africa Latin America and Asia (particularly India) will continue to grow ata steady rate over the next five years as rising literacy and Govt and corporate spendwill propel overall volume. According to statistics in India online reading is at a verynascent stage in the country with e-book penetration estimated only at 3-4%. The demandfor W&P paper in India is expected to clock 6-7% CAGR owing to rising literacy ratesrise in enrolment rates and the government's higher spending on educational programs.

NATIONAL EDUCATION POLICY 2020

The Government has announced the new National Education Policy (the NEP2020) to focus on providing education that is equitable accessible high-quality andaffordable. The policy will act as a roadmap to revolutionize schooling and highereducation in India that will support and foster a lifelong learning culture to maximizethe rich talents and resources the country has to offer. The NEP 2020 is a giant leap in alist of initiatives taken by the government in achieving Goal 4 (SDG4) of the 2030. Thepolicy recognises the ever- changing knowledge and employment landscape in our globalecosystem and focuses on curricular and pedagogy reform aligning it with internationalstandards 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 hugedemand for writing and printing paper to meet the needs of education sector.

FINANCE

(a) TERM LOANS AND CAPEX PROJECTS

The members were informed in the last report that the company has takenup implementation of expansion and enhancement of the paper production capacity to148500 TPA expanding its agro pulp and hard wood pulp streets setting up an additionalchemical recovery plant and a captive power plant thereby sustaining competitiveness incapacity and quality enhancement cost reduction and improving margins and profitabilityof the Company. The project cost was budgeted at Rs. 444.04 cr which was envisaged to befinanced by debt of Rs. 333.00 crores and internal sources of Rs. 111.04 crores.

The capex projects were proposed to be completed and commissioned inJune 2020 but due to Covid-19 pandemic outbreak nationwide lockdown and curfew invarious states including Punjab and delayed term loan disbursement by Banks the capexprojects were completed and commissioned in March 2021.

(b) WORKING CAPITAL

Banks have sanctioned/renewed the working capital limits amounting toRs. 14895 lacs (fund based Rs. 5500 lacs non-fund based Rs. 7655 lacs and LER/CELlimits of Rs. 1740 lacs) during the year under review.

(c) FIXED DEPOSITS

As on 31 March 2021 your Company had Fixed Deposits of Rs. 3315.85lacs. There were no overdue deposits as on 31 March 2021.

The above deposits have been accepted for a period of 1 year to 3 yearsas per the Fixed deposit Scheme duly approved by the Board in its meeting held on 3 July2020 pursuant 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. 1890.95 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 ofinterest thereon during the year.

RESTRUCTURING UNDER RBI CIRCULAR DATED 6 AUGUST 2020 - "RESOLUTIONFRAMEWORK FOR COVID-19 RELATED STRESS"

The year under review brought unprecedented economic challenges to thecountry due to covid-19 pandemic outbreak and lockdown in various parts which severallyimpacted the business operations of the company and its ability to meet its financialcommitments. The company approached the Lenders for sanction of a "Resolution Planunder RBI's Framework Covid-19 related Stress" in terms of the RBI circular dated 6August 2020.

The Resolution Plan was invoked and approved by the Lenders on 24December 2020 and the Inter Creditor Agreement (ICA) was signed by all lenders on 22January 2021. The final Resolution Plan was approved and implemented by all the Lendersand the Legal documents were signed and executed on 19 June 2021. The Resolution Plan wasimplemented within the stipulated time including the security perfection.

EXTERNAL CREDIT RATING

During the year under review CARE Ratings Limited (CARE) has reviewedthe external credit rating for the Long term Short term Bank facilities and FixedDeposits of the company and has revised the rating. The facility wise revised rating is asunder:

Facilities Amount (Rs./Cr) Rating
Long term Bank Facilities 627.89 CARE BBB (Triple B) (Under Credit watch with Negative Implications)
Short term Bank Facilities 94.49 CARE A3+ (A Three Plus) (Under Credit watch with Negative Implications)
Fixed Deposits 45.00 CARE BBB (FD) [Triple B (Fixed Deposit) (Under Credit watch with Negative Implications)

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business.

MATERIAL CHANGE

The operations for FY 2020-21 have been severally impacted due to theCovid-19 pandemic outbreak nationwide lockdown and curfew in various states includingPunjab which affected the cash flows of the company and its ability to meet its financialcommitments. The Lenders have sanctioned to the company a "Resolution Plan underRBI's Framework Covid-19 related Stress" in terms of the RBI circular dated 6 August2020.

HOLDING/ SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES COMPANIES

Your Company does not have any subsidiary/joint ventures or associatecompany within the meaning of the Companies Act 2013. Kapedome Enterprises Limited is theholding company having 66.51% equity capital of the company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 and the relevantrules the Board of Directors of your Company has an existent 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 itsvision the Company through its CSR initiatives will continue to enhance value creation inthe society and in the community in which it operates through its services conduct andinitiatives so as to promote sustained growth for the society and community.

During the year under review the company has spent an amount of Rs.189.03 lacs including provision of Rs. 134.39 lacs on the projects covered under CSRactivities. The work on several projects is already underway and the balance amount willbe spent in the current year. Disclosures as per Rule 9 of the Companies (Corporate SocialResponsibility 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 onthe 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 providesfor a mandatory 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" which is placed on the Company's website. No complaint has beenreceived 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 reportcompliance and effectiveness of the policy and procedure. A Risk Management Committee hasalso been constituted to oversee this process.

The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's risk management systems and programs comprises of various processes structuresand guidelines which assist the Company to identify assess monitor and manages itsrisks including any material changes to its risk profile. To achieve this the Companyhas clearly defined the responsibility and authority of the Company's Management and theRisk Management Committee to oversee and manage these Programs. Details of the variousrisks which can affect the Company's business and the management's perception are moreelaborately given in the 'Management Discussion & Analysis' attached to this Report.

INTERNAL FINANCIAL CONTROL SYSTEM

Effective and strong internal control systems are developed in theCompany for all the major processes to ensure reliability of financial reportingsafeguarding of assets and economical and efficient use of resources as also thecompliance of laws regulations policies and procedures.

The Company's internal control systems are reviewed by M/s A. Gandhiand Associates internal auditors an independent firm of Chartered Accountants. TheInternal Auditor independently evaluates the adequacy of internal controls throughperiodic reviews that cover all the functions and processes through reviewing majortransactions. The Internal Auditors reports directly to the Audit Committee to ensurecomplete independence.

RELATED PARTY TRANSACTIONS

All related party transactions are entered at arm's length basis andare as per the applicable provisions of the Companies Act Indian Accounting Standards andthe Listing Regulations. The company has entered into transactions towards materialprocurement with its holding company amounting to Rs. 459.50 lacs (inclusive of GST) andwith another company amounting to Rs. 5.19 lacs (inclusive of GST) [Refer Note 41 'C tothe Financial Statements] which are at arm's length. No materially significant relatedparty transactions have been entered by the Company with Promoters Directors or KeyManagerial Personnel which had potential conflict with the interest of the Company atlarge. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis duly certified by the CEO and CFO. The Related PartyTransactions Policy as approved by the Board is placed on the Company's website.

The details of the related party disclosures and transactions asprescribed in Form AOC-2 are given in the Note No. 41 of the notes on FinancialStatements. All the related party transactions are done at arm's length and pertain to theFY 2020-21.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

There are no significant and material orders passed by the RegulatorsCourts or Tribunals which would impact the going concern status of the Company and itsoperations in future.

CHANGE IN THE DIRECTORSHIPS

There is no change in Directorships. Further in accordance with theprovisions of the Companies Act 2013 and Articles of Association of the Company ShriDrishinder Singh Sandhawalia shall retire by rotation at the forthcoming Annual GeneralMeeting and is eligible for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 and the applicable provisions of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 so as to qualify themselves to act as Independent Directorunder the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and the relevant rules.

INDUCTIONS & TRAINING OF BOARD MEMBERS

In terms of Regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company familiarized the IndependentDirectors 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 regularintervals which inter alia cover business strategies & reviews operations Industrydevelopments management structure quarterly and year to date financial resultsbudgets/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 2020-21 Cumulative till date
Number of programmes attended by independent directors 4 29
Number of hours spent by independent directors in such programmes 6 44

PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENTDIRECTORS

Nomination Remuneration and Evaluation policy has been framed by theNomination and Remuneration Committee. This Committee has laid down the criteria forperformance evaluation of the individual Directors as well as the Board. The framework ofperformance evaluation of the Directors captures the following points:

(a) Performance of the directors and key attributes of the Directorsthat justify his/her extension/continuation on the Board of the Company.

(b) Participation of the Directors in the Board proceedings and theireffectiveness.

(c) Fulfillment of the independence criteria and their independencefrom the management as specified in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or enactment thereof for thetime being in force) in case of Independent Directors.

The Board adopted a formal mechanism for evaluating its performance aswell as of its Committees and individual Directors including the Chairman of the Board.The exercise was carried out through a structured evaluation process covering variousaspects of the Board's functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligation governanceissues participation and effectiveness.

During the year under review a meeting of Independent Directors washeld on 24 March 2021. The performance of the Non Independent Directors and the Board as awhole vis-a-vis the performance of the Chairman of the Company was reviewed by theIndependent 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 theoverall contribution of each Director was assessed as satisfactory and appreciable. Thesuggestions participation involvement and constant efforts of each director in the lightof the business operations and overall growth and development of the Company was reallysignificant.

ii. Previous year's observations and actions taken:

There were no observations 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 utmostapplicable 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 andinteractions enabling the Directors to uphold highest standards of integrity & probityand strict adherence of the Companies Act SEBI (Listing Obligations and DisclosureRequirements) Regulations and other rules and regulations besides Company's Code ofConduct as also to strive for constructive effective and value-added deliberations at themeetings as also to consistently strive to implement best corporate governance practicesreflecting its strong value system and ethical business conduct.

NOMINATION REMUNERATION AND EVALUATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee approved a policy for selection appointment remuneration and evaluation ofDirectors Key Managerial Personnel and Senior Management. Details of the Nomination andRemuneration Committee are given in the Corporate Governance Report. The NominationRemuneration and Evaluation Policy as approved by the Board is placed on the Company'swebsite

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 andRedressal) Act 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (Permanent contractual temporarytrainees) are covered under this policy. No complaint has been received during the yearunder review.

NUMBER OF MEETINGS OF THE BOARD

During the year 4 (Four) Board meetings were convened and held.Details of number of meetings of Board of Directors and committees thereof and theattendance of the Directors in such meetings are provided under the Corporate GovernanceReport. The intervening gap between the meetings was within the period/extended periodprescribed under the Companies Act 2013.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee constituted by the Board comprised of threeIndependent Directors and one Executive Director till 31 March 2021.

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

STATUTORY AUDITORS & AUDITOR'S REPORT

M/s O P Bagla & Co. LLP Chartered Accountants (Firm RegistrationNo. 000018N/N500091) Statutory auditors of the company were appointed for a period offive years by the shareholders of the Company to hold office from the conclusion of the23rd Annual General till the conclusion of 28th Annual General Meeting.

As required under Section 139 of the Companies Act 2013 the Companyhas received a written consent from the Auditors to their continued appointment and also acertificate from them to the effect that their existing appointment is in accordance withthe conditions prescribed under the Companies Act 2013 and rules made thereunder.

The Auditors report for the financial year 2020-21 does not contain anyqualification reservation or adverse remark. The Notes on Accounts referred to in theAnnexure to the Statutory Auditor's Report are selfexplanatory and do not call for anycomments.

COST AUDITORS

M/s R.J. Goel & Co. Delhi were appointed as Cost Auditors forconducting the cost audit of the Company for the year ended 31 March 2021. The Company'sCost Audit Report for the year ended 31 March 2020 was filed on 15.09.2020 (Due date30.09.2020). The said firm has been appointed as cost auditors of the Company for thefinancial year 2021-22 as well.

SECRETARIAL AUDITORS

M/s S.K. Sikka & Associates Company Secretaries had been appointedas Secretarial Auditors to conduct Secretarial Audit of the Company and have submittedthe Secretarial Audit Report for the year ending 31 March 2021 which is annexed to thisBoard'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 listedcompany is also required to obtain an Annual Secretarial Compliance Report from apracticing Company Secretary w.r.t. the compliances of all applicable SEBI Regulationsamendments circulars or guidelines etc. by the Company. Accordingly the same has beenobtained and filed with the concerned Stock Exchanges.

Further pursuant to SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 read with Securities and Exchange Board of India (ListingObligations and Disclosures Requirements) (Amendment) Regulations 2018 the Company isrequired to obtain a certificate from Practicing Company Secretary that none of thedirectors on the board of the company have been debarred or disqualified from beingappointed or continuing as directors of companies by the Board/Ministry of CorporateAffairs or any such statutory authority. The said Certificate has been obtained from theM/s S.K. Sikka & Associates Company Secretaries which is annexed to this Board'sReport 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 conductSecretarial Audit of the Company for the financial year ending 31 March 2022.

SHARE CAPITAL

During the year under review the Company has not issued any equityshares with differential rights sweat equity shares or employee stock option. Theshareholders have approved the Sub-division of each equity share having nominal value ofRs.10/- (Rupees Ten Only) into 10 (Ten) equity shares having nominal value of Re. 1/-(Rupee One Only) each in the extraordinary general meeting held on 10.06.2020 andaccordingly the face value of shares was Re. 1/- (Rupee One Only) after the record datei.e. 15 July 2020.

Provision of money by Company for purchase of its own shares byemployees 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 duringthe year under review.

Details pertaining to the shares in 'Unclaimed suspense account' inCompliance with the terms of SEBI (LODR) Regulations 2015 are given in the Report onCorporate Governance annexed with this report.

POSTAL BALLOT

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

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from thePracticing Company Secretary regarding compliance of the conditions of CorporateGovernance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 atthe website of the Company at

http://www.kuantumpapers.com

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO

The information relating to conservation of energy technologyabsorption 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 isgiven in Annexure-1 which forms part of this Report. No foreign technology has beenavailed by the Company.

PERSONNEL

Relationship with the employees remained cordial throughout the year inthe Company. The Directors express their appreciation for the contribution made by theemployees at all levels to the operations and in establishing operational efficiencies ofthe Company during the year under review.

PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) 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 2014requiring particulars of the employees in receipt of remuneration in excess of Rs. 102lacs per annum if employed throughout the year and Rs. 8.50 lacs per month if employed forpart of the year is given in the statement annexed herewith as Annexure-4. PARTICULARSOF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has extended corporate guarantee amounting to Rs. 1679lacs under Section 185 of the Companies Act 2013 for a loan taken by the holding companyM/s Kapedome Enterprises Limited the disclosure of which is given at Note No. 41 Dforming part of the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31March 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures;

(ii) such accounting policies have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at 31 March 2021and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

(v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(vi) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India as per the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has mandated the inclusion of a"Business Responsibility Report" (BRR) as a part of Company's Annual Report fortop 1000 listed entities based on market capitalization (as on March 31 of every financialyear) by the stock exchanges. As the company is amongst the top 1000 listed entities basedon market capitalization as on March 312021 the 'Business Responsibility Report' for theyear 2020-21 forms part of the Annual Report.

ACKNOWLEDGMENT

Your Directors convey sincere thanks to the various agencies of theCentral and State Governments Banks and other concerned agencies for all the assistanceand cooperation extended to the Company for their continued support. The Directors alsodeeply appreciate and acknowledge the trust and confidence the vendors suppliersdealers customers shareholders and investors reposed in the Company. Your Directors alsoplace on record their appreciation for the dedicated services rendered by the workersstaff and officers of the Company.

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