The Board of Directors are pleased to present the Annual Report along with the Audited Financial Statements of your
Company for the financial year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended 31st March, 2025 is summarized below:
|
Particulars
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
895.79
|
831.94
|
|
Other Income
|
15.77
|
25.19
|
|
Total Income
|
911.56
|
857.13
|
|
Earnings before Interest, Depreciation, Amortization & Taxation
|
(5.07)
|
86.27
|
|
Interest/Finance costs
|
32.48
|
28.89
|
|
Profit/(Loss) before Depreciation and Taxation
|
(37.55)
|
57.38
|
|
Depreciation
|
51.35
|
43.62
|
|
Profit/(Loss) before Taxation
|
(88.90)
|
13.76
|
|
Taxation
|
(34.24)
|
7.53
|
|
Profit/(Loss) for the year
|
(54.66)
|
6.23
|
|
Other Comprehensive Income
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(23.88)
|
118.21
|
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Total Comprehensive Income
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(78.54)
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124.44
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2. COMPANY’S PERFORMANCE
During the year under review, Orient Paper continued
its journey to improve its operations. Multiple initiatives
were launched to improve plant sustainability
which led to paper production volumes growing by
approximately 11% Y-o-Y.
The Company also optimized its portfolio mix towards
more value-added and greener varieties, improving
realizations and market acceptability. The Company
actively keeps evaluating new and niche evolving
market trends and aligns its development and
production capabilities to meet the evolving market
needs.
The Company deepened its engagement with micro
markets through Hub Meets and the Orient Stars
digital platform. The Company widened its presence
across new products like bamboo tissue. The Company
strengthened its offerings and value chain across
growing segments like health and hygiene, education,
and sustainable products.
The Company introduced 7 new products: 3 in the
Writing and Printing segment, 3 in the Wellness and
Hygiene segment and 1 in the Sustainable Product
category.
The Company continued to debottleneck its existing
capacities and invested Rs ~ 60 Crs in FY25. Amongst
key projects were the modernization and digitalization
of processes in the pulp-mill and paper machines. This
was done to improve reliability.
Value-added products represented~51% of the
company’s product mix. The Company sustained
Mission Khushi, its initiative to empower employees
to become customer champions and build deeper
customer relationships.
The Company remains steadfast on its commitments
of achieving net-neutrality targets in its Carbon &
Water footprints. During the last financial year, the
Company widened its plantation coverage by 17,058
acres and implemented Good Agricultural Practices
benefiting 21,307 families. The Company maintained
the proportion of renewables in its energy mix at
~40%.
The Company sustained a comprehensive upgrade of
its manufacturing control systems after transitioning to
a fully equipped QCS set-up on its Tissue machines in
the previous financial year. Amongst major upgrades
are Valmet DCS of main machine and systems
upgrade in Tissue 2. The Company also added new
field instruments to strengthen control systems. The
Company embarked on its digital transformation
journey by implementing state-of-the-art Advanced
Process Control in its facilities that shall lead to
cost efficiency. Major benefits from APC would start
trickling from Q1FY26.
3. SUSTAINABLE DEVELOPMENT AND
ENVIRONMENT
Orient Paper is committed towards environmental
protection and has thus implemented robust systems
in place to ensure effective monitoring and treatment
of waste. Some of these include zero liquid discharge,
online stack emission monitoring system, ambient
air quality monitoring system, dust extraction &
suppression systems and effluent treatment plant
(ETP).
We have a robust plan for reducing our carbon
footprint per ton of product by ~10% over last year.
This shall be achieved by the installation of an
efficient steam & condensate recovery system along
with increased production. We are keenly following
the developments as the National Carbon market
formalizes and starts operating in India.
Our extensive work on water conservation across our
supply chain and surrounding ecosystem will help
conserve more water than what we consume in our
operations.
4. SHARE CAPITAL
During the year under review, there has been no
change in the Authorised and Paid-up share capital of
the Company. As on 31st March, 2025, the Authorised
Share Capital of the Company was Rs. 100,00,00,000/-
divided into 75,00,00,000 equity shares of Re. 1 each
and 25,00,000 preference shares of Rs. 100 each.
As on 31st March, 2025, the Paid-up Share Capital
of the Company was Rs. 21,21,85,502/- divided into
21,21,85,502 equity shares of Re.1 each.
5. CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no
change in the nature of business of your Company.
6. DIVIDEND
The Directors have not recommended any dividend on
the equity shares of the Company.
7. CASH FLOW ANALYSIS
In conformity with the provisions of Regulation 34
of the Listing Regulations and Section 2(40) of the
Companies Act, 2013, the cash flow statement for the
financial year ended 31st March, 2025 is included in
the annual accounts.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEE
AND INVESTMENTS
The Company has not given any loans, provided any
guarantees / securities or made investments that are
covered under the provisions of Section 186 of the
Companies Act, 2013, during the financial year ended
31st March, 2025.
10. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the requirement of Section 135 of
the Companies Act, 2013, a Corporate Social
Responsibility (“CSR”) Committee was constituted.
Details of the CSR activities as required under Section
135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, are provided in the Annual Report as
Annexure I. The Company’s Policy on Corporate
Social Responsibility is available on the website of the
Company at https://orientpaper.in/wp-content/assets/
investors/code-and-policy/CSR-Policy.pdf
11. ANNUAL RETURN
Pursuant to the provisions of Section 92 of the
Companies Act, 2013 and rules framed thereunder
a copy of the Annual Return has been placed on the
Company’s website at https://orientpaper.in/investor-
relations-announcements/
12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL
(i) Changes in Directors
Ý Mr. Anant Agarwal (DIN: 02640025) has
been appointed as the Managing Director
& CEO of the Company for a period of five
years with effect from 21st December, 2024,
on the recommendation of the Nomination &
Remuneration Committee and the Board of
Directors of the Company. The appointment
was duly approved by the Shareholders
through a Postal Ballot on 18th March, 2025.
Ý Mr. Ashwin J. Laddha (DIN: 09538310)
resigned from his position as the Managing
Director & CEO of the Company with effect
from the close of business hours of 20th
December, 2024.
The Board placed on record its appreciation for
the valuable services rendered by Mr. Ashwin
J. Laddha as the Managing Director & CEO of
the Company during his tenure.
Ý Mr. Raj Kumar Agrawal (DIN: 00177578) was
appointed as an Independent Director for a
period of five years from 27th January, 2020 to
26th January, 2025. On the recommendation of
the Nomination & Remuneration Committee
and the Board of Directors, the Shareholders
of the Company approved re-appointment
of Mr. Raj Kumar Agrawal as Independent
Director of the Company for a second term
of five years commencing from 27th January,
2025 upto 26th January, 2030, by way of a
special resolution passed through Postal
Ballot on 18th March, 2025.
(ii) Changes in Key Managerial Personnel
Ý Mr. P. K. Sonthalia retired from his position
as the Chief Financial Officer of the Company
from the close of business hours on 31st May,
2024.
Ý Mr. Amit Poddar who was appointed as
the Head-Finance & Accounts with effect
from 3rd April, 2024, was designated as
the Chief Financial Officer of the Company
with effect from 1st June, 2024 by the Board
of Directors of the Company based upon
the recommendations of the Nomination
& Remuneration Committee and Audit
Committee.
(iii) Retirement by rotation
In accordance with the provisions of Section 152 of
the Companies Act, 2013, Mr. Chandra Kant Birla
(DIN: 00118473), Non-Executive Director of the
Company, is liable to retire by rotation and being
eligible, has offered himself for re-appointment.
(iv) Board Evaluation
Pursuant to the provisions of the Companies Act,
2013 and the Listing Regulations, the Board has
carried out an annual performance evaluation of its
own performance, of the directors individually as
well as the evaluation of its various Committees.
The process of evaluation has been explained in
the Corporate Governance Report.
(v) Board Meetings
Details of the eight meetings of the Board and its
various committees are provided in the Corporate
Governance Report.
None of the Directors are disqualified under
Section 164 of the Companies Act, 2013.
All the Independent Directors have submitted
declarations confirming that they meet the criteria
of independence as specified under Section
149(6) of the Companies Act, 2013, read with
Regulations 16 and 25 of the Listing Regulations.
They have also confirmed compliance with the
provisions of Section 150 of Companies Act, 2013,
read with Rule 6 of Companies (Appointment
and Qualifications of Directors) Rules, 2014,
with respect to registration in the data bank of
Independent Directors.
The Board of Directors affirm that the Independent
Directors appointed during the year under review,
possess requisite expertise, experience (including
proficiency), and integrity necessary for their
effective participation on the Board.
13. AUDITORS & AUDIT REPORTS
(i) Statutory Auditors
Pursuant to the provisions of Section 139 of the
Companies Act, 2013, the Shareholders of the
Company at the Annual General Meeting held
on 10th August, 2022, appointed M/s. B S R & Co.
LLP, Chartered Accountants (Firm Registration
no. 101248W/W-100022) as the Auditors of
the Company for a period of 5 years, from the
conclusion of 86th Annual General Meeting to the
conclusion of 91st Annual General Meeting.
The Auditors’ Report for the financial year 2024¬
25 does not contain any qualification, reservation
or adverse remark.
The Auditors have also confirmed that during
their audit process for the financial year 2024-25,
they did not observe any event indicating fraud
committed by the officers or employees of the
Company. Therefore, no instances of fraud were
reported to the Audit Committee, Board, or the
Central Government, as the case may be, under
Section 143(12) of the Companies Act, 2013.
Note no. 48 appearing in the Notes to Financial
Statements referred to in the Auditors’ Report is
self-explanatory.
(ii) Cost Auditor
In accordance with Section 148(1) of the
Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, the
Company has maintained proper cost records
pertaining to the products under audit, as required,
which have been duly audited by the Cost Auditor.
The Cost Audit for the financial year ended 31st
March, 2024 was conducted by Mr. Somnath
Mukherjee, Cost Accountant in Practice
(Membership no. 5343), and the Cost Audit Report
was duly filed with the Ministry of Corporate
Affairs, Government of India (MCA). The Audit of
the Cost Records for the financial year ended 31st
March, 2025 is being conducted by the said Cost
Auditor and the Report will also be filed with the
MCA.
The Board of Directors of the Company, on
the recommendation of the Audit Committee
has appointed Mr. Somnath Mukherjee, Cost
Accountant as Cost Auditor for auditing the cost
accounts of the Company for the financial year
2025-26. The Auditor has confirmed his eligibility
under Section 141 of the Companies Act, 2013
and the rules framed there under for appointment
as Cost Auditor of the Company. Pursuant to
the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable
to the Cost Auditor requires ratification by the
shareholders. Therefore, the Board recommends
the ratification of the remuneration payable to the
Cost Auditor by the shareholders at the ensuing
Annual General Meeting. The requisite resolution
for ratification of remuneration of Cost Auditor by
the shareholders of the Company has been set out
in the Notice of AGM.
(iii) Secretarial Auditor
Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed
Mr. A. K. Labh, Company Secretary in Practice (CP
Regn. No. 3238), to undertake the Secretarial Audit
of the Company for the financial year 2024-25.
The Report of the Secretarial Auditor is annexed
to this report as Annexure II. The Secretarial Audit
Report for the financial year 2024-25 does not
contain any qualification, reservation or adverse
remark.
The Board of Directors of the Company have
recommended the appointment of M/s. Labh &
Labh Associates, Company Secretaries (FRN-
P2025WB105500), for a period of 5 years
commencing from the Financial Year 2025-26 to
undertake the Secretarial Audit of the Company,
subject to the approval of the shareholders in
the ensuing Annual General Meeting of the
Company, in terms of Regulation 24A of the
Listing Regulations read with SEBI Circular No.
SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185
dated 31st December, 2024. All the partners
of the firm are having peer review certificate
issued by the Institute of Company Secretaries
of India. The Auditor has confirmed his eligibility
for appointment as Secretarial Auditor of the
Company as per the said Listing Regulations.
14. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is attached herewith as
Annexure III and forms part of this annual report.
15. DIRECTORS’ RESPONSIBILITY
STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act,
2013, your directors, to the best of their knowledge
and belief, confirm that:
(a) in the preparation of the annual accounts for
the financial year ended 31st March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;
(b) the directors have selected such accounting
policies and applied them consistently and made
judgments 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 end of
the financial year and of the profit and loss of the
Company for the period;
(c) the directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;
(d) the directors have prepared the annual accounts
on a going concern basis;
(e) the directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and
(f) the directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
16. PARTICULARS OF DIRECTORS AND
EMPLOYEES
Disclosure of the ratio of the remuneration of each
Director to the median employee’s remuneration and
other requisite details pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed
to this Report as Annexure IV and forms part of it.
Further, particulars of employees pursuant to Rule
5 (2) & (3) of the above Rules, also form part of this
Report. However, in terms of the provisions of Section
136 of the Companies Act, 2013, the Annual Report
for the financial year 2024-25 is being sent to the
shareholders excluding the information required under
Rules 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014. The said information is available for inspection
from the date of circulation of the Notice of AGM until
the date of the AGM.
17. EMPLOYEE STOCK OPTION SCHEME
The Company has adopted ‘Orient Paper & Industries
Limited - Employee Stock Option Scheme-2023’
(“ESOP Scheme”), during the financial year 2023¬
24, as part of its Long Term Incentive Programme.
The Company’s ESOP Scheme is in compliance with
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“ESOP Regulations”) and
Listing Regulations. During the year under review,
no stock options were granted under the said ESOP
Scheme, while 11,50,277 stock options lapsed.
Further, no equity shares were allotted under the
ESOP Scheme during the financial year under review.
Other details on ESOPs are provided in the notes to
accounts of the financial statements for the financial
year 2024-25, forming part of the Annual Report.
There was no change in the ESOP Scheme 2023 since
its adoption by the shareholders of the Company.
Disclosures pursuant to ESOP Regulations are
uploaded on the website of the Company and can be
accessed at the Weblink: https://orientpaper.in/wp-
content/assets/investors/DISCLOSURE-UR/ESOP-
Disclosure-Mar2024.pdf
M/s. A. K. Labh & Co., Practicing Company Secretaries
(CP Regn. No. 3238), Secretarial Auditors of the
Company, has certified that the Company’s ESOP
Scheme has been implemented in accordance with
the ESOP Regulations, and the resolutions passed
by the shareholders approving the ESOP Scheme.
The said certificate from the Secretarial Auditors of
the Company shall be available for inspection by the
shareholders at the ensuing AGM.
18. PARTICULARS OF CONTRACTS OR
ARRANGMENTS WITH RELATED PARTY
During the financial year under review, all the contracts
or arrangements or transactions entered by the
Company with its Related Parties were in the ordinary
course of business and on arm’s length basis and were
in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations. All
the related party transactions are quarterly reviewed
by the Audit Committee
All Related Party Transactions are presented to
the Audit Committee and the Board. Prior omnibus
approval is obtained for the transactions which
are foreseen and repetitive in nature. The Related
Party Transaction Policy, can be accessed at the
website of the Company at: https://orientpaper.in/wp-
content/assets/investors/DISCLOSURE-UR/OPIL%20
Amended%20Related%20Party%20Transaction%20
Policy.pdf
During the period under review, there were no
material related party transactions and accordingly
the declaration in Form AOC-2 under Section 134(3)
(h) of the Companies Act, 2013 is not applicable.
19. CORPORATE GOVERNANCE
The Company believes that good Corporate
Governance is essential for achieving long term
corporate goals and enhancing stakeholders’ value.
The Company’s business objective and that of its
management and employees is to manufacture and
market the Company’s products in such a way so as
to create value that can be sustained on a long term
basis for all its stakeholders, including shareholders,
employees, customers, government and the lenders.
In addition to compliance with the regulatory
requirements, the Company endeavours to ensure the
highest standards of ethical conduct throughout the
organization.
The Company is in full compliance with the Corporate
Governance requirements in terms of the Listing
Regulations.
A report on Corporate Governance and a certificate
from the auditors confirming compliance with the
Corporate Governance requirements are attached and
forms part of this Annual Report.
20. MANAGEMENT DISCUSSION AND
ANALYSIS
In terms of Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis Report
for the year under review is presented in a separate
section, forming an integral part of this Annual Report.
21. NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of its
Nomination & Remuneration Committee, framed a
policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management
and their remuneration. The salient features of the
Nomination & Remuneration Policy are outlined in the
Corporate Governance Report which forms part of the
Annual Report. Web link for the policy on the website
is https://orientpaper.in/wp-content/assets/investors/
code-and-policy/Nomination-Remuneration-Policy.
pdf
22. RISK MANAGEMENT
The Board of Directors of the Company have formed
a Risk Management Committee, inter alia, to frame,
implement and monitor the risk management plan for
the Company.
Pursuant to Section 134 of the Companies Act, 2013
and Regulation 17 of the Listing Regulations, the
Company has a Risk Management Policy. The Policy
comprises of a robust business risk management
framework to identify, evaluate and mitigate potential
business risks. The business risk framework defines
the risk level including documentation and reporting.
Details of the Risk Management Committee and the
Risk Management Policy are given in the Corporate
Governance Report. Web link for the policy on the
website is- https://orientpaper.in/wp-content/assets/
investors/code-and-policy/Risk%20Management%20
Policy.pdf
23. WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of
business operations. In line with these objectives,
the Company has a Vigil Mechanism named Whistle
Blower Policy to deal with instances of fraud and
mismanagement.
Details of the Whistle Blower Policy are stated in the
Corporate Governance Report. Web link for the policy
on the website is https://orientpaper.in/wp-content/
assets/investors/code-and-policy/Whistle-Blower-
Policy.pdf
24. PROTECTION OF WOMEN AT
WORKPLACE
It has been an endeavor of the Company to support
women professionals through a safe, healthy and
conducive working environment by creating and
implementing proper policies to tackle issues relating
to safe and proper working conditions for them.
The Company as required under the provisions of
the Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013
has framed a Policy on Prohibition, Prevention
and Redressal of Sexual Harassment of Women
at Workplace and matters connected therewith or
incidental thereto.
The Company has not received any complaint under
the said policy during the year. Web link for the policy
on the website is https://orientpaper.in/wp-content/
assets/investors/code-and-policy/POSH.pdf
25. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control
procedures commensurate with its size and nature of
business. The Company has identified and documented
all key internal financial controls, which impact on the
financial statements, as part of its Standard Operating
Procedures (SOPs). The SOPs are designed for all
critical processes across all its plants and offices
wherein financial transactions are undertaken. The
financial controls are tested for operating effectiveness
through ongoing monitoring and review process by
the management and independently by the Internal
Auditors. In our view the Internal Financial Controls,
affecting the financial statements are adequate and
are operating effectively.
26. OTHER DISCLOSURES
(i) There were no significant material orders passed
by the Regulators/Courts which would impact
the going concern status of the Company and its
future operations.
(ii) There were no material changes and commitments
affecting the financial position of the Company
which occurred between the end of the financial
year of the Company i.e., 31st March, 2025 and the
date of this Report.
(iii) No application was made or any proceedings
pending against the Company under the
Insolvency and Bankruptcy Code, 2016.
(iv) During the year under review, your Company has
not made any one-time settlement with any bank
or financial institution.
(v) During the year under review, the Company
has not transferred any amount to the General
Reserve.
(vi) The Company has complied with applicable
Secretarial Standards i.e. SS-I and SS-II, relating
to Meetings of the Board of Directors and General
Meetings, respectively.
27. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to
thank all the stakeholders of the Company for their
continued support and place on record their sincere
gratitude to the shareholders, customers, bankers,
financial institutions, government agencies and supply
chain partners for their co-operation and support in the
Company’s endeavors to achieve continuous growth
and progress and look forward to their support in
future. The Board of Directors wish to place on record
their sincere appreciation for the contribution made by
the employees at all levels and applaud them for their
dedication and commitment towards the Company.
By Order of the Board of Directors
C. K. Birla
Place: London Chairman
Date: 22nd May, 2025 (DIN: 00118473)
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