Dear Members,
The Board of Directors has the pleasure in presenting its 61st Annual Report
along with the Audited Accounts for the year ended March 31, 2025.
Performance Review
The Indian Paper Industry faced significant challenges during the financial year
2024-25, primarily due to a surge in imports, rising raw material costs and softening
realizations. Amidst these challenges, your company showed resilience and posted moderate
profitability. The summary of the financial results are as follows:
Summary of Financial Results (D in Crores)
Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| Revenue from Operations |
1,541.24 |
1,800.58 |
| Earnings before interest, depreciation & taxation (EBITDA) |
223.29 |
525.93 |
| Finance costs |
17.89 |
4.41 |
| Depreciation |
88.32 |
65.87 |
| Profit before exceptional items |
117.07 |
455.64 |
| Exceptional items |
- |
- |
| Profit before tax |
117.07 |
455.64 |
| Tax expense |
28.16 |
115.90 |
| Profit for the year |
88.91 |
339.74 |
The total income declined by 14% during FY 2024-25 mainly on account of (i) A
significant drop in domestic sales realizations, driven by intense competition from
cheaper imports, particularly from China and ASEAN countries. (ii) increase in raw
material costs by 8.95%, driven by a substantial 34% surge in domestic wood prices (a key
input), led to increased reliance on imported wood chips. (iii) Increase in finance cost
for capital expenditure including Tissue paper project. (iv) Disruption in operations
caused by a workmen strike lasting for 28 days, planned annual maintenance shutdown of 22
days and an increase in total expenses by 5%. However, fixed cost savings provided some
offset to the overall impact. The total production during the year was 2,32,861 MT, a
decline of 1% over the previous year and the total sales was 2,26,288 MT a decline of 3%
over the previous year largely attributable to the workmen strike, annual outage and
subdued market demand. The management has taken considerable efforts in this regard and
the industrial relations have significantly improved since then fostering a positive
sentiment across the Manufacturing facilities.
Despite pressures on revenues and operating profits in FY2025, the company maintained
moderate financial stability. This resilience is attributed to a strong market position,
the ability to adapt its product mix to customer preferences, and a robust dealership
network that allows flexible pivoting between domestic and export markets based on demand.
The company implemented targeted strategies to improve margins through prudent expense
and inventory management, tighter budgetary controls, operational efficiency, process
optimization and automation. Furthermore, the company has sufficient wood inventory thanks
to strong farm forestry initiatives, with wood prices expected to soften in the latter
half of the year. Significant capital investments in manufacturing facilities during the
year are anticipated to enhance production capacity and operational efficiency, leading to
recovery in profitability and positive long-term returns for shareholders.
There was no change in the nature of business during the year.
Transfer to reserves
The Company does not propose to transfer any amount to reserves.
Sub division of Equity Shares
The Company after obtaining approval of the members of the Company and Regulatory and
other approvals sub-divided the face value of the each of the Equity Share from C 10/- to
C 2/-. The Company has obtained new ISIN: INE435A01051 from depositories for new face
value of the equity shares and the trading with the new face value was commenced on both
BSE Limited and National Stock Exchange of India Limited effective September 11, 2024.
Dividend
The Board of Directors at their Meeting held on May 8, 2025 recommended a dividend of C
1/- per equity share of C 2/- each, for approval of the Shareholders at the forthcoming
Annual General Meeting, and is incompliance with the Dividend Distribution Policy of the
Company.
The said Policy is disclosed on the Company's website:
https://andhrapaper.com/wp-content/themes/andhra_
paper/uploads/investors/1645517957Dividend%20 Distribution%20Policy.pdf.
Markets, Customers and Commercial Excellence
The Company sustains its core belief in "Customer First" and its endeavour to
create value for the customers, "Serving you with Pride".
The Customers choose Company's products for quality applications of Printing,
Publishing and Converting. Despite significant market uncertainties, the capex incurred in
upgradation of plant and machinery ensured that the Company was able to use its inherit
strength of product mix flexibility across machines to meet the changing Customer
preferences both in Writing & Printing and Value Added application products. This
resulted incremental YOY Sales of Truprint Ultra (39%), Truprint Ivory (20%), Pharma Print
(13%), Stiffener (41%) and Cupstock Bottom (75%). The Capex incurred during the year has
ramped up manufacturing facilities and capacity utilisation which has increased the
operational efficiency, optimisation of processes which in turn ensure that your Company
is focused on delivering high-quality products thereby creating a colossal distinguish
from the competition offering products up the value chain to the Customers. Apart from
improving existing Critical to Quality parameters of existing product offering, continuous
endeavour is done to develop new products based on feedback from customers and channel
partners to make our products suit the changing end application requirements.
Additional capacity will generate surplus pulp, which will improve profitability.
Adequate wood inventory has reduced the dependency on wood imports. Prudent treasury and
working capital management, new vendor management system will improve margins. Planned
delivery schedules helped overcome volatile trade flows.
The Company's fundamental value of "Think Customer" continues to produce
desired outcomes to augment customer value by way of offering ‘right products for
right
The Company had put in its paramount efforts to achieve OTIF delivery rate (On-
Time-In-Full) at 96%, forecast accuracy to 91%, and improved complaint closure to 90% that
is uppermost tier in the Indian Paper Industry.
The Company is present in all segments of paper ranging from writing, printing,
industrial and copier papers. The
Company's share in the export was approximately 4% in
FY 2025. It remained focused on producing improved quality Maplitho Products and
value-added products with higher Net Sales Realisations to increase profitability.
Mill Development & upgrade
Your Company has made significant strides in optimizing its operations and investing in
technologies that drive both efficiency and sustainability. The Board sanctioned capital
expenditure aggregating to C 520.40 Crores being implemented in phased manner for the
comprehensive rebuild and upgrade of critical plant and machinery at our Rajahmundry and
Kadiyam manufacturing units. This initiative replaces obsolete equipment and technology
with cutting-edge solutions, aiming to significantly enhance operational efficiency,
productivity, and product quality while reducing our environmental footprint.
The Pulp Mill development at the Rajahmundry unit, which began in 2023, focuses on
these critical upgrades. To date, C 508.40 Crores of the earmarked amount has been spent
(including C 84.81 Crores spent in May 2025, with the remaining capital projects scheduled
for completion by July 2025.
Products |
Y-o-Y sales growth |
| Cupstock Bottom |
75% |
| Stiffener |
41% |
| Truprint Ultra |
39% |
| Truprint Ivory |
20% |
| Pharma Print |
13% |
applications' at an amplified speed to meet customer requirements.
FY 2025 Highlights:
? ?Sales of 2,26,288 MTs
? ?Domestic Sales of 2,17,142 MTs
? ?Substantial growth in Premium Maplitho Products like Truprint Ultra (39%), Truprint
Ivory (20%) and Value Added Products like Pharma Print (13%), Stiffener (41%) and Cupstock
Bottom (75%)
Operational highlights
With the shifting market dynamics, the Company increased its participation in
value-added products, including Sketch Choice, Stiffener, Straw Paper and Azurelaid.
Key Upgrades and Benefits
Our modernization program has successfully implemented several key projects, delivering
significant improvements:
Enhanced Pulp Production and Efficiency:
? ?Fiberline capacity upgraded to 630 TPD with the installation of a modified chip
feeding system (Valmet G3 cooking technology) and an add-on wash extraction screen set.
? ?New twin roll press technology improves unbleached pulp washing and reduces alkali
carryover to bleaching. ? ?Dhot technology in bleaching has reduced CLO2 consumption to
below 13 Kg/T, reinforcing our commitment to sustainable manufacturing.
? ?A new Valmet-designed tube-type evaporator body has increased weak black liquor
evaporation capacity to 280 TPH.
Improved Recovery Boiler and Chemical Recovery:
? ?The recovery boiler was rebuilt to 1500 TDS by replacing pressure parts with
Andritz-designed spaced tube-type coils, significantly improving reliability and steam
generation vital for energy self-sufficiency. ? ?A new 95 TPD Ash-leaching plant (Andritz
technology) treats ESP ash, reducing corrosive chlorides (now around 5%) and potassium
content in the recovery liquor cycle, thereby enhancing boiler operational reliability and
thermal efficiency.
? ?The new 190 TPD lime kiln #3 and an upgraded re-causticizer plant (supplying 3200
M3/day white liquor) were successfully commissioned in May 2025. ? ?GLC-G3 technology has
improved raw green liquor filtration, reducing suspended solids to below 50 ppm and
enhancing white liquor quality.
Superior Paper Quality and Expanded Capacity:
? ?Paper Machine #5 at Rajahmundry was upgraded with a new Voith film press size press
and size kitchen, enabling the production of surface-sized paper with enhanced print
quality and strength.
? ?A new size press and size kitchen were also installed for KA#3 paper machine at
Kadiyam, increasing machine speed and contributing an incremental 10 TPD to production.
? ?The Waste Paper Recycling Plant at Kadiyam was upgraded to 110 TPD, strengthening
our capabilities in utilizing recycled fibers.
Operational Enhancements and Sustainable Technologies:
? ?Installation of a new Chipper (40 BDTPH) and an 8.5 MW TG.
? ?New flash drying technology and disc filtration technology for lime mud drying have
increased lime kiln operational reliability, production capacity, and efficiency.
? ?A drag chain conveying system has reduced burnt lime spillage and eliminated dust
emissions.
? ?Major enhancements to the recovery boiler included replacing the platen-type
superheater with a more efficient spaced tube type, improving its performance and
longevity.
? ?A new 7th effect tube-type Valmet design Tubel technology evaporator body
was integrated with existing lamella evaporator bodies in our 4F Evaporators, optimizing
the evaporation process.
Ongoing Projects for Long-Term Sustainable Growth:
We continue to invest in projects that underscore our dedication to operational
efficiency and sustainability: ? ?Non-Condensable Gas (NCG) Collection System Upgrade:
This critical project will safely collect and incinerate highly pollutant, explosive, and
corrosive NCG gases. CNCG gases will be incinerated in the lime kiln and DNCG gases in the
recovery boiler, significantly improving air quality and workplace safety. o CNCG system
start-up is planned during the Annual Outage in CY 2025. o DNCG system start-up is planned
during the Annual Outage in CY 2026.
? ?Ash Leaching Reject Treatment: A solution has been developed to treat the inorganic
rejects generated from the ash leaching process, which are characterized by high COD
levels. Project erection is currently underway, with start-up and commissioning targeted
for mid-September 2025. This treatment initiative is expected to reduce the load on ETP
and enhance the quality of treated water."
Green Field Expansion Project
In January 2023, the Board had given in-principle approval to exploit opportunities in
the Paper Board Segment through expansion and capacity addition by setting up an
integrated Green Field Project at Unit Kadiyam, East Godavari District, Andhra Pradesh.
This proposed Mill Expansion Plan (MEP) includes the installation of a 1,75,000 TPA Paper
Board Machine, a 1,60,000 TPA Writing & Printing Paper machine, a 1,92,500 TPA New
Chemical Wood Pulp mill, and an 87,500 BD TPA BCTMP connected along with a Recovery Plant
(1500 TPD of BLS). The plan also involves the expansion of the Co-generation Power Plant
from 5.74 MW to 94 MW with a New Coal-fired Boiler and New TGs and auxiliary facilities in
the existing paper mill at Unit: Kadiyam.
In this regard, the Company has filed the requisite application with the Ministry of
Environment, Forest & Climate Change (MoEF&CC) for Environmental Clearance. The
environmental clearance process involves stages such as screening, scoping, public
consultation including a public hearing if required and appraisal by expert committees
(EAC/SEAC).
While the expansion program was aggressively pursued, current sluggish market demand
has led us to re-evaluate its immediate advancement. Given the significant capital
expenditure involved, our strategy now focuses on pursuing the expansion program and
related approvals in a phased manner close to an anticipated revival in market demand
aligning the expansion program with the profitability goals.
Tissue Paper Machine
In February 2024, the Board approved the installation of a new tissue paper machine to
produce various grades of tissues—facial, napkin, toilet, and towel—to tap into
the growing market demand. Initially, the Company obtained Consent to Establish from the
Andhra Pradesh Pollution Control Board (APPCB) on January 5, 2024, for installation of a
tissue machine with a capacity of 35,000 TPA at its Kadiam facility.
However, the Company has since decided to strategically relocate the installation to
its Rajahmundry unit to leverage the upgraded infrastructure, including an upgraded
boiler, enhanced steam generation, abundant water availability, a robust Effluent
Treatment Plant (ETP), established logistics, well equipped quality control laboratory and
adequate power supply. This move eliminates potential transportation costs associated with
transferring excess pulp from Rajahmundry to Kadiam. In contrast, Kadiam unit
infrastructure need to be upgraded necessitating capital expenditure to support such
operations. The Company will formally obtain necessary approvals from APPCB in this
regard.
In May 2024, an agreement was signed with Valmet AB (Sweden) for the supply and
commissioning of a tissue paper production line with a capacity of up to 129 TPD, expected
to be delivered within 16 months from the order date. Supporting infrastructure upgrades
include the enhancement of power transmission lines from 33KV to 132KV with an additional
7 MVA load, approved by the Andhra Pradesh Eastern Power Distribution Company on November
23, 2023.
The total approved capital expenditure for the project is C 270 crores, targeting a
production capacity of 100 TPD. Post
APPCB's revised approval, commissioning and commercial operations are planned in Q1 FY
2026-27.
Raw Material Security
The Company continues to prioritize Forestry Research &
Development (R&D) aimed at enhancing farmers' income from pulpwood plantations by
increasing wood yield per unit area while reducing input costs. Building on the
encouraging outcomes of the first phase of R&D projects, the Company has signed a new
Memorandum of Understanding (MoU) with the Institute of Forest Genetics and Tree Breeding
(IFGTB), Coimbatore, for a five-year period from 2024 to 2028. Under this Phase-II
collaboration, the Company is advancing its scientific research programs to further
strengthen sustainable forestry practices.
Additionally, the Company has entered into a MoU with the Institute of Forest
Biodiversity (IFB), Hyderabad, to evaluate the progress of its ongoing Farm Forestry
program and to receive strategic guidance for continuous improvement. A key strategic
focus is the phased transformation of the Farm Forestry program from low-yield seed-origin
plantations to high-yield clonal plantations. To support this transition, the Company is
expanding capacity building and infrastructure development to increase clonal plant
production. In 2024, the Company partnered with 38 nurseries in catchment areas to meet
the growing demand for clonal plants.
Farm Forestry extension remains a cornerstone of the
Company's engagement with rural communities. This includes organizing village-level
Meetings with farmers, providing training to nursery growers and farmers, sharing best
practices for pulpwood plantation development, and facilitating resolution of farmer
concerns related to wood resource development and procurement. The Company supports
farmers by supplying quality saplings at subsidized rates, offering technical expertise
for plantation establishment, providing R&D support, and ensuring a ready market for
wood produce.
In 2024, the Company introduced the distribution of Eucalyptus clonal plants and
improved Subabul seeds to further boost raw material availability. Under its Farm Forestry
program within the catchment area, the Company has successfully facilitated the
distribution of 205 Lakh Casuarina clones, 799 Lakh Casuarina seedlings, 8 Lakh Eucalyptus
clones, 147 Lakh Subabul seedlings. These efforts have covered approximately 15,036
hectares of land and generated 75.18 Lakh man-days of employment, significantly
contributing to rural livelihood enhancement and raw material security.
Committed to Excellence: Our Certifications
Your Company continues to uphold high standards across its operations, consistently
maintaining key international certifications. Our Quality Management Systems and
Environment Management Systems are continually accredited under ISO 9001 and ISO 14001,
respectively. These standards, updated in 2015, highlight the crucial role of top
management, proactive risk management, and adaptive change management in ensuring our
business remains sustainable.
We continue to hold OHSAS 18001 certification (Occupational Health and Safety
Management System,), an internationally recognized standard for effectively managing
occupational health and safety risks within our business. Demonstrating our commitment to
energy efficiency, we have initiated Certification of Energy Management System ISO:
50001:2018 and anticipate its completion during FY 2025-26.
Energy Efficiency through PAT program: Your Company is a Designated Consumer under the
Ministry of Power's
Perform, Achieve, and Trade (PAT) program, a critical government initiative aimed at
enhancing industrial energy efficiency. We are pleased to report that Your Company
successfully met the energy consumption reduction targets for PAT Cycle I. However, the
Company encountered challenges in achieving the targets for PAT Cycle II. We are actively
addressing the learnings from this cycle to enhance our future performance. For the
financial year 2024-25, the Company falls under PAT Cycle VII. To ensure robust compliance
and successfully meet the stipulated requirements, we have proactively appointed an
authorized third-party agency to conduct a "Monitoring & Verification"
(M&V) audit of our PAT Cycle VII targets, which is currently underway. Through these
concerted efforts, your Company reaffirms its commitment to sustainable operations and
continuous improvement in energy efficiency, aligning with the overarching goals of the
PAT program and our broader environmental stewardship.
Depository System
As on March 31, 2025, 46,137 Shareholders are holding 19,80,58,455 Shares in
dematerialised mode constituting 99.6% of the paid up Equity Share Capital and 1323
shareholders are holding 791,740 shares in physical mode constituting 0.4% paid up Equity
Share Capital of the Company.
Management Discussion and Analysis Report
The Report on Management's Discussion and Analysis, as required under clause 2(e) of
Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 covering industry structure and developments,
opportunities and threats, outlook, discussion on financial performance, etc., is
contained in "Management Discussion and Analysis Report" that forms an integral
part of this Report.
Employee Development and Engagement
The Company's agenda for engaging and developing its employees encompasses a range of
initiatives aimed at attracting, nurturing, and retaining talent. Key focus areas include
diversity and inclusion, succession planning, building a strong talent pool for critical
positions, implementing quality of life programs, and investing in leadership development.
We take a professional approach to industrial relations, consistently treating our
employees with dignity and respect while upholding the core principles of labour
relations. We believe that an engaged and motivated workforce is essential to our
continued success. As an employee-centric organization, we are committed to promoting
work-life balance and encouraging a healthy lifestyle. In support of this, we organize
various workshops and training programs focused on enhancing both the quality of life and
leadership capabilities of our team. Additionally, our in-house gym and recreation club,
managed by the Staff Club Committee, offer employees opportunities for fitness and
leisure. To further boost employee morale and foster a sense of community, we host a
variety of events such as Senior Management Team Get-Togethers, garden parties, Diwali
celebrations, movie screenings, and live cricket telecasts.
Leveraging Information Technology for Enhanced Operations
In FY 2024–25, the Company made significant strides in strengthening its IT
infrastructure and digital capabilities to drive operational efficiency, security, and
cost optimization. Strategic upgrades across hardware, communication networks, and
business applications were implemented to align with organizational objectives and ensure
sustainable growth.
Key IT initiatives completed: a) Time & Attendance System Upgrade: Incorporated
emSphere, integrating facial recognition for seamless attendance management, enhanced
security, and a 76% reduction in recurring costs. b) Communication Infrastructure
Enhancement: Migrated to Jio and Airtel (excluding Hyderabad), doubling bandwidth,
improving uptime, and reducing communication expenses by 50%. c) In-House Farm Forestry
Application: Developed a custom desktop and mobile solution, empowering field staff with
greater control while eliminating 100% of third-party licensing costs. d) Advanced
Security Integration: Deployed facial recognition-based door access control at critical
administrative locations, strengthening physical security and preventing unauthorized
access.
e) Financial Process Automation: Integrated banking systems with enterprise resource
planning (SAP) software to streamline payment processes, enhance reconciliation accuracy,
and improve transaction visibility. f) Network Security Upgrade: Transitioned from legacy
systems to next-generation Palo Alto firewalls for superior threat prevention, simplified
management, and cost savings. g) Endpoint Security Modernization: Implemented Palo Alto
Cortex XDR for AI-driven threat detection and behavioural analytics, resulting in a 46%
reduction in combined security expenses. h) File Server Modernization: Replaced aging
servers with high-capacity (50 TB) HP servers, ensuring secure, scalable, and faster file
access. i) Vehicle Tracking System: Introduced GPS tracking in all Farm Forestry and
pooled vehicles for real-time monitoring, route optimization, and enhanced fleet security.
j) Email Platform Migration: Transitioned to a cost-effective email solution, achieving
savings of C 55 Lakhs annually while ensuring comparable service quality.
These initiatives have collectively reinforced the Company's operational resilience,
improved data security, and delivered significant cost efficiencies.
Community Service and Engagement
The Company is deeply committed to fostering inclusive growth and supporting the
communities in which it operates, considering them a key stakeholder. This commitment is
demonstrated through comprehensive Corporate Social Responsibility (CSR) initiatives that
directly address the genuine requirements of the local populace.
The Company is dedicated to providing substantial infrastructure support to schools and
educational institutions in and around its operational areas of Rajahmundry and Kadiyam.
This commitment primarily benefits less privileged sections of society and aims to
encourage school attendance. Its support encompasses the construction of essential
facilities such as classrooms, dining sheds, and compound walls, as well as providing
furniture and computer equipment, Merit scholarship all designed to create a conducive
learning environment.
In the realm of Health & Wellness, the Company has been instrumental in providing
infrastructure facilities to Community Health Centers by supplying critical medical
instruments such as ultrasound machines, fetal dopplers, X-ray units, alongside essential
amenities like AC units, RO plants, and parking sheds. Support also extends to General
Hospitals through the provision of specialized medical
The Annual Report on CSR activities is attached as Annexure – 1 to this report.
Awards
During the year, the Company has won the "BRONZE" for the Best Safety
performer for the year 2024 (Category- Chemical & Paper Industries) at CII
(Confederation of Indian Industry) Andhra Pradesh Industrial Safety excellence awards 2024
for Unit: Rajahmundry.
Related Party Transactions
Your Company has in place a Policy on Materiality of Related Party Transactions and
dealing with Related Party Transactions, which governs the review and approval process for
all related party transactions. All such
| Mr. Virendraa Bangur |
Chairman |
| Mr. Saurabh Bangur |
Member |
| Mr. Sudarshan V. Somani |
Member |
| Mr. Virendra Sinha |
Member |
equipment for diagnosis, treatment, surgery and patient care and monitoring.
Community development and livelihood interventions are central to the Company's
efforts. This includes the establishment of Skill Development Centers, construction of
community halls, construction of culverts in paddy fields, drains, supplying drinking
water, providing tractors for solid waste management, street-lights, construction of
toilets and bathing ghats for villagers. Furthermore, it supports women empowerment
through tailoring centers for skill development provides essential supplies and infra
support to Anganwadi Centres.
Beyond these core areas, the Company actively cooperates with local administration to
support projects that directly aid and assist the general public. This includes the
construction of water sump and pump house for diverting excess water during rainy season
into canals to avoid flooding in neighbourhood villages, supplying food kits to
flood-affected people, promoting public safety through initiatives like providing helmets
for safety campaigns and undertaking cleaning of river bund under the swatch bharat
campaign. Through these diverse activities, the Company consistently strives for the
overall development and welfare of society, focusing on enhancing educational
opportunities, improving healthcare access, strengthening community infrastructure, and
empowering less privileged sections of society. The Company has adopted a CSR Policy which
is placed on the Company's website: www.andhrapaper.com. The
Members of Corporate Social Responsibility Committee as on March 31, 2025 comprised of:
transactions are placed before the Audit Committee for prior approval. Omnibus approvals
are also obtained for transactions that are repetitive in nature. Where the exact value of
transactions cannot be estimated, the Committee grants approval based on reasonable
projections for the financial year.
All related party transactions entered into during the year under review were in the
ordinary course of business and on an arm's length basis. There were no material or
significant related party transactions with promoters, promoter group entities, directors,
or key managerial personnel that could potentially conflict with the interests of the
Company at large. Accordingly, disclosure in Form AOC-2 is not applicable. However, Form
AOC-2 is appended as Annexure 2 for completeness." The Board of Directors approved a
Policy on Related Party
Transactions which is placed on the Company's website
https://andhrapaper.com/wp-content/uploads/2023/04/
Policy-on-related-party-transactions-1.pdf. The disclosures on related party transactions
are given in Notes to the financial statements.
Remuneration Policy
The Company has adopted the Nomination and Remuneration Committee Charter which
contains, inter alia, framework for Directors' appointment and remuneration, criteria for
determining the qualifications, positive attributes, independence of a director and other
matters provided under Section 178(3) of the Companies Act, 2013 ("The Act").
Pursuant to Section 178(4) of the Act, the Company also adopted Remuneration Policy
relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives
in the rank of Vice President and above. The
Remuneration Policy is placed on Company's website
https://andhrapaper.com/wp-content/themes/andhra_
paper/uploads/investors/1599824266Remuneration%20 Policy.pdf
Energy Conservation, Technology Absorption & Foreign Exchange earnings and outgo
Particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 are given in Annexure - 3 attached to this Report.
Risk Management
The Company has a robust business risk management framework to proactively identify and
evaluate potential business risks and opportunities. This framework aims to create
transparency, minimize adverse impact of risks on the business objectives and enhance the
Company's competitive advantage. The Indian Paper Manufacturers Association (IPMA) has
pinpointed several key concerns for the domestic paper industry such as Raw Material
scarcity, surge in cheaper imports, unfavourable FTAs, Diversion of excess substandard
inventory to India, lack of policy support and stringent regulations as major areas of
concern for the domestic paper industry. The risks associated with the business, their
description and the measures being undertaken by the Company to mitigate the risks is more
detailed in the Management and Discussion Analysis Report forming part of this annual
report.
Directors
During the year, Mr. Sitaram Sharma, Non-Executive Independent Director, expressed
inability to continue in view of his health issues and ceased from the directorship of the
Company w.e.f closure of business hours of March 31, 2025 post expiry of the first term as
in independent Director. The Board placed on record its appreciation for the excellent
contribution made by Mr. Sitaram Sharma during his tenure as a Non-Executive Independent
Director.
Effective November 4, 2024, Mr. S.K. Bangur stepped down as Managing Director and
continues to serve as the Chairman & Non-Executive Director of the Company and
simultaneously, Mr. Saurabh Bangur assumed the role of Managing Director, elevated from
his previous position as Joint Managing Director.
During the year, Mr. Virendra Sinha has been re-appointed as Non-Executive &
Independent Director for second term for a period of 3 years w.e.f. April 1, 2025 to March
31, 2028. Mr. Virendraa Bangur, Non-Executive Director, is liable to retire by rotation at
the ensuing Annual General Meeting, as per the provisions of the Companies Act, 2013 and
being eligible, offered himself for reappointment.
The Board of Directors, on the recommendation of Nomination and Remuneration Committee,
reappointed Mrs. Papia Sengupta as an Independent Director of the Company for second term
for a period of 3 years effective September 1, 2025 to August 31, 2028 subject to approval
of shareholders at the ensuing Annual General Meeting. The Board commends their
reappointment.
Independent Directors
Mr. Virendra Sinha, Mrs. Papia Sengupta, Mr. Arun Kumar Sureka and Mr. Sudarshan
Vijaynarain Somani are Independent Directors of the Company.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and
25(8) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing
Regulations") and that they are independent from the Management of the Company and
they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his ability to discharge his duties with an
objective independent judgment and without any external influence. Further, all the
Independent Directors have given declarations that they complied with the provisions of
Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, they have
given declarations that they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the
Company.
A separate Meeting of Independent Directors was held on March 18, 2025. All the
Independent Directors of the Company attended the said Meeting.
Details of Key Managerial Personnel
As on March 31, 2025, Mr. Saurabh Bangur, Managing Director, Mr. Mukesh Jain,
Whole-time Director (Executive Director), Mr. Rajesh Bothra, Chief Financial Officer and
Mr. Bijay Kumar Sanku, Company Secretary are the Key Managerial Personnel of the Company.
Meetings of the Board
During the year under review, 4 (Four) Board Meetings and 4 (Four) Audit
Committee Meetings were held. The maximum interval between any two Meetings did not exceed
120 days, as prescribed by the Companies Act, 2013. The details of the Meetings held are
given in the Corporate Governance Report forming part of this Report.
Performance Evaluation
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Annual
performance evaluation of Board, Committees of the Board, Chairman, Managing Director and
Whole-time Director (Executive Director) has been carried out based on various parameters.
A separate exercise for the financial year 2024-25 was carried out to evaluate the
performance of all individual directors including Independent Directors who were evaluated
on parameters such as level of engagement and contribution, independence of judgment,
safeguarding the interests of the Company and its minority shareholders etc.
Board Training and Induction
At the time of appointing a Director, a formal letter of appointment is issued, clearly
outlining their role, functions, duties, and responsibilities as a Director of the
Company. This letter, in compliance with applicable laws, also details the statutory
obligations and compliances expected from them under the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and other relevant
laws and regulations. Furthermore, it explicitly covers aspects such as the Code of
Conduct, Insider Trading Code, and the policy on Related Party Transactions, as mandated
by SEBI LODR.
To foster informed decision-making and ensure good governance, the Board of Directors
and its Committees are consistently apprised by management. These regular updates provide
a holistic view of the Company's landscape, covering Business operations and financial
performance, Detailed insights into operational efficiency and the Company's financial
health, Progress and developments regarding key strategic objectives and growth plans,
analysis of prevailing market scenario, competitive landscape, identification of potential
headwinds, potential risks and mitigation strategies, opportunities and challenges and
updates on adherence to the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other pertinent laws and regulations, ensuring the
Company operates within the prescribed legal framework. This continuous and critical flow
of information empowers Directors to effectively discharge their fiduciary duties,
exercise diligent oversight, and make well-considered decisions that contribute directly
to the Company's sustainable growth and the enhancement of shareholder value.
Details of Familiarization of Directors are disclosed on the
Company's website www.andhrapaper.com.
Audit Committee
The Audit Committee as on March 31, 2025 comprises of Mr. Sudarshan V. Somani as
Chairman and Mr. Virendra Sinha, Mr. Arun Kumar Sureka and Mr Saurabh Bangur as other
Members. All the recommendations made by the Audit Committee were accepted by the Board.
Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, is provided in Annexure-4. Having regard to the provisions of the second
proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. If any Member is interested in
obtaining information on Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, such member may, write to the Company Secretary at the
Registered Office in this regard or can inspect the related documents/information at the
Registered Office of the Company.
Vigil/Whistle Mechanism
The Company has adopted Whistle Blower Policy to deal with instance of fraud or any
unethical or improper practices.
A copy of this Policy is available on the Company's website
https://andhrapaper.com/wp-content/themes/andhra_paper
/uploads/investors/1658382966Whistle%20Blower%20 Policy%20modified%20on%2021.07.2022.
Internal Financial Controls
The Company established internal financial control(s) commensurate with the size, scale
and complexity of the operations. Internal audit function is being handled by a
professional firm of chartered accountants. The main function of Internal Audit is to
monitor and evaluate adequacy of internal control system in the Company, its compliance
with the operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners take corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions are reported to the Audit Committee.
Statutory Auditors audited the Internal Financial Controls (IFC) over financial
reporting of the Company as of March 31, 2025 in conjunction with audit of the financial
statements of the Company for the year ended on that date. Unmodified opinion on IFC was
given by them.
Statutory Auditors
The Report of Auditors for the financial Year 2024-25 does not have any qualifications,
reservations or adverse remarks. The Report is enclosed with the financial statements in
this Annual Report.
Messrs MSKA & Associates, Chartered Accountants, Statutory Auditors of the Company
have been appointed, for a term of five years, to hold office from the conclusion of 58th
Annual General Meeting till the conclusion of 63rd Annual General Meeting
corresponding to the financial years from 2022-23 to 2026-27.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. D.
Hanumanta Raju & Co., a firm of Company Secretaries to undertake the secretarial audit
of the Company for the financial year 2024-25. Secretarial Audit Report under Section
204(1) of the Act issued by M/s. D. Hanumanta Raju & Co., Practicing Company
Secretaries, in respect of financial year 2024-25 is attached as Annexure - 5 to this
Report.
Based on the recommendations of Audit Committee, M/s. Hanumanta Raju & Co.,
Practicing Company Secretaries, Hyderabad has been appointed as Secretarial Auditors of
the Company for a period of 5 years from FY 2025-26 to FY 2029-30 subject to approval of
shareholders at the ensuing Annual General Meeting.
The Secretarial Audit Report includes an observation regarding a fine imposed by the
Stock Exchanges (BSE and NSE) for an alleged non-compliance with Regulation 17(1) (A) of
the SEBI LODR Regulations, 2015. This relates to
Mr. S.K. Bangur's transition from Managing Director to Non-
Executive Director and Chairman while he attained 75 years of age, which requires prior
approval of member. While the Exchanges levied a fine of C 94,000 each (totalling C
188,000 excluding GST) for the quarter ended March 31, 2025, the Company firmly believes
it is in full compliance with the relevant provisions. An application for waiver of these
fines, providing detailed justification, has been submitted and a formal decision by the
designated exchange NSE is awaited. As on May 8, 2025 the Company awaits the Exchanges
decision."
Internal Auditors
M/s. Batliboi & Purohit, Chartered Accountants, Mumbai were appointed as the
Internal Auditors for FY 2024-25. The internal audit reports and the suggestions made on a
quarterly basis by the auditors, during the year under review, were duly noted by the
Board and acted upon. The Board of Directors, based on the recommendation of the Audit
Committee have re-appointed the said firm as the Internal Auditors of your Company for the
FY 2025-26.
Cost Auditors
In terms of Section 148 of the Act read with the Companies (Audit & Auditors)
Rules, 2014, the Board at their Meeting held on May 8, 2025, on the recommendation of
Audit Committee, appointed M/s. Narasimha Murthy & Co., Cost Accountants as Cost
Auditors of the Company for the financial year 2025-26, at a remuneration of C4.50 Lakhs
plus applicable taxes and reimbursement of out-of-pocket expenses and their remuneration
is being submitted for ratification by the Members at the forthcoming Annual General
Meeting.
Cost Accounting Records and Cost Audit
Cost accounting records for the financial year under review were maintained as per the
Companies (Cost Records and Audit) Rules, 2014. M/s. Narasimha Murthy & Co, Cost
Accountants were appointed as Cost Auditors of the Company to audit the Cost Records for
the year ended March 31, 2025. The Cost Audit Report for the financial year ended March
31, 2024 was filed with the Ministry of
Corporate Affairs in August, 2024. The Cost auditors have audited and expressed
satisfaction about the maintenance of cost audit records, internal controls and issued an
unqualified report.
The Cost Audit Report for the year ended March 31, 2025 will be filed within the due
date.
Public Deposits
The Company has not invited, accepted or renewed any deposits under chapter V of
Companies act, 2013. That the company has not been accepted any deposits, so there was no
obligation arise to repay or pay any interest and no amount on account of principal or
interest on deposits was outstanding as on the date of the balance sheet and thus no
default.
Particulars of loans, guarantees, security or investments
The particulars of loans, guarantees, and investments covered under the provisions of
Section 186 of the Act have been disclosed in the financial statements.
Subsidiary Company
Andhra Paper Foundation (Foundation), wholly-owned subsidiary ceased operations and
activities since 2022 as the parent company directly absorbed all Corporate Social
Responsibility (CSR) initiatives. The Foundation's original purpose became redundant,
leading to unnecessary compliance burdens. Consequently, the Foundation surrendered its
Sections 12AA and 80G registrations under the Income Tax Act, 1961. An application was
filed with the concerned Regional Director to strike off the Foundation under Section 248
of the Companies Act, 2013. The Regional Director vide its order dated November 11, 2024
allowed conversion into a private limited company, Andhra Paper Private Limited (APPL).
Subsequently, APPL filed Form STK-2 with the Registrar of Companies, Vijayawada, to strike
off its name from the Register of Companies under Section 248 of the Companies Act, 2013.
As on May 8, 2025 the application status is showing as "Under Process of Striking
off".
A statement containing salient features of the financial statement of Foundation as on
November 11, 2024 is attached as Annexure - 6 to this Report.
Annual Return
In terms of Section 92(3) of the Act, the Annual Return for the financial year ended
March 31, 2025 is displayed on the website of the Company https://andhrapaper.com/
wp-content/uploads/2025/07/Draft-Annual-Return-for-the-financial-year-ended-March-31-2025.pdf
Business Responsibility and Sustainability Report (‘BRSR')
Pursuant to Regulation 34 of the SEBI Listing Regulations,
‘Business Responsibility and Sustainability Report' forms part of this Report as
Annexure - 7, which describes the initiatives taken by the Company from an Environmental,
Social and Governance perspective.
Material changes and commitments affecting the financial position of the Company which
occurred between end of financial year and date of the Report
There was no change in the nature of business of the Company during the year. There
were no material changes and commitments affecting the financial position of the Company
which occurred between end of financial year and date of the report.
Directors' Responsibility Statement
The Board of Directors hereby confirms and declares that:
? In the preparation of final accounts for the year ended March 31, 2025 the applicable
accounting standards had been followed;
? they had selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the financial year end March 31, 2025 and
of the profit and loss of the Company for the year;
? they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
? they had prepared the accounts for the year ended
March 31, 2025 on a ‘going concern' basis;
? they had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
? they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
General
? ?There were no significant and material orders passed by the regulators or courts or
tribunals which would impact the going concern status of the Company and its future
operations.
? ?During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees. ?
?The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has
been set up to redress complaints received regarding sexual harassment. All women
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year, no complaints were received by the Company under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
? ?There is no application or proceeding pending under Insolvency and bankruptcy code,
2016
? ?The company has complied with all the applicable laws, rules, regulations and
secretarial standards ? ?All Policies as required under the Act or the SEBI Listing
Regulations are available on the website of the Company www.andhrapaper.com.
? ?Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: Not applicable.
Acknowledgements
The Board of Directors wish to place on record their gratitude to the Central
Government, Government of Andhra Pradesh,
Government of Telangana and Company's Bankers for their continued support during the
year.
The Board of Directors wish to convey their thanks to the valued customers and dealers
for their continued patronage and place on record their appreciation of the contribution
made by all the employees during the year under review.
For and on behalf of the Board |
Shree Kumar Bangur |
| Chairman & Non-Executive Director |
| Place: Rajahmundry |
| Date: May 08, 2025 |
