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Kuantum Papers Limited Proxy Solicitation & Information Statement 2023

Nov 17, 2023

61583_rns_2023-11-17_876bbd3e-7a86-4b5a-ba41-dc7bfd7b01c5.pdf

Proxy Solicitation & Information Statement

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PKPL/SE/2023 17.11.2023

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai 400 001
Scrip Code:532937
Scrip ID:KUANTUM




National Stock Exchange of India Limited
Exchange Plaza
Plot No. C/1, G Block,
Bandra-Kurla Complex
Bandra (East)
Mumbai 400 051
Trading Symbol: "KUANTUM"

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice dated 10[th] November, 2023.

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated 10[th] November, 2023, seeking approval of the members of the Company, only by way of remote e-voting process for the special resolutions for the following matter:

Re-appointment of Mr. Bhavdeep Sardana (DIN: 03516261) as an Independent Director for a second consecutive term of five years.

Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting are being sent only through electronic mode to all the members who have registered their email addresses with the Company/Depository Participants (DPs)/ M/s MAS Services Limited (Company’s Registrar and Share Transfer Agents or RTA) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 10[th] November, 2023 (Cut-off Date).

In compliance with the provisions of Section 108 and 110 of the Companies Act, 2013 read with relevant rules made thereunder, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has engaged the services of NSDL to provide remote e-voting facilities to the Members, to enable them to cast their votes electronically.

The remote e-voting facility will be available during the following period:

The remote e-votingfacilitywill be available duringthe following period:
Start Date and Time Saturday,18th dayof November,2023(09:00 A.M. IST)
Close date and Time Sunday,17th dayof December,2023(05:00 P.M. IST)

The Postal Ballot Notice is available on the Company's website at www.kuantumpapers.com

You are requested to take the same on your record.

For Kuantum Papers Limited

Vivek Digitally signed by Vivek Trehan Trehan Date: 2023.11.17 12:53:59 +05'30' Vivek Trehan Company Secretary & Compliance Officer Membership No. F2919

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POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members,

Kuantum Papers Limited

Notice is hereby given pursuant to provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 ('the Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 03/ 2022 dated 5th May, 2022 and 11/2022 dated 28th December, 2022, the latest being 9/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) , Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution(s) set out in this notice are proposed to be passed by the Members of Kuantum Papers Limited ('the Company') by means of Postal Ballot, only by remote e-voting process (‘remote e-voting’ or ‘e-voting’).

The proposed resolutions along with the Explanatory Statement pursuant to Section 102(1), 110 and other applicable provisions, if any, of the Act read with rules framed thereunder, setting out the material facts and reasons thereof are annexed to this Notice.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company’s Registrar and Share Transfer Agent (‘RTA’)/Depository Participant(s). The communication of assent or dissent of the Members would take place only through the remote e-voting system and the hard copy of Postal Ballot Notice (along with postal ballot forms) and pre-paid business envelope through post will not be sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depositories Limited (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s MAS Services Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who

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have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice.

The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

Shareholders/Members are requested to carefully read the instructions and procedures indicated in this Notice to cast their vote electronically. Postal ballot e-Voting Period is as follows:

Start Date and Time 18th dayof November,2023
Close date and Time 17th dayof December,2023

Members whose names appear on the register of members / List of Beneficial owners as on the cut-off date i.e., Friday, the 10[th] day of November, 2023 will only be considered eligible for the purpose of e-voting.

The Board of Directors of the Company has appointed Mr. Sushil Sikka (Membership no. 4241) of M/s S.K. Sikka & Associates, Practicing Company Secretary as Scrutinizer for conducting the postal ballot, through e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman or any person authorized by him. The results of the Postal Ballot/e-voting shall be declared by placing it, along with Scrutinizer’s Report, on the Company’s website www.kuantumpapers.com and on NSDL website www.evoting.nsdl.com within 2 (Two) working days from conclusion of the e-voting period. Further, the same shall be submitted to the stock exchanges on which the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The results shall also be displayed for at least three days on the Notice board of the company at its Registered office and its Head Office/Corporate Office.

The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e. Sunday, the 17[th] day of December, 2023.

ITEM OF SPECIAL BUSINESS REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT IS AS UNDER:

SPECIAL BUSINESS:

RE-APPOINTMENT OF MR. BHAVDEEP SARDANA (DIN: 03516261) AS AN INDEPENDENT DIRECTOR FOR A SECOND CONSECUTIVE TERM OF FIVE YEARS:

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (Act) (including any statutory

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modification(s), or re-enactment thereof for the time being in force) and Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and all other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and pursuant to the recommendation by Nomination and Remuneration Committee, and Board of Directors, Mr. Bhavdeep Sardana (DIN: 03516261), an existing Independent Director of the Company, who was appointed as an Independent Director of the Company for five consecutive years upto 19[th] December, 2023 and who is eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of a Director, be and is hereby reappointed as an Independent Director of the Company to hold office for a second term of 5 (Five) consecutive years commencing from 20[th] December, 2023 to 19[th] December, 2028 and he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT any of the Directors of the Company and the Company Secretary be and are hereby severally authorized to execute all required documents and to do all such acts, deeds and things as maybe necessary in relation to completion of all formalities for the purpose of giving effect to the foregoing resolution.”

By Order of the Board of Directors

For Kuantum Papers Limited

SD/-

Vivek Trehan Company Secretary & Compliance Officer Membership No. F2919 Date: 10.11.2023 Place: Chandigarh

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NOTES:

  1. The Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, in respect of the business as set out in the Notice is annexed hereto.

  2. In compliance with MCA circulars, the Company will send Postal Ballot Notice only by email to all its Members who have registered their email addresses with the Depository Participants (DPs)/ M/s MAS Services Limited (Company’s Registrar and Share Transfer Agents or RTA) and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, the 10th day of November, 2023 (Cut-off Date ). A person who is not a member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

  3. The results of the Postal Ballot/e-voting shall be declared by placing it, along with Scrutinizer’s Report, on the Company’s website www.kuantumpapers.com and on NSDL E-Voting Website that is www.evoting.nsdl.com within 2 (Two) working days from conclusion of the e-voting period. Further, the same shall be submitted to the stock exchanges on which the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The results shall also be displayed for at least three days on the Notice board of the company at its Registered office and its Head Office/Corporate Office.

  4. In accordance with the MCA circulars, the Company has made arrangements for the Members to register their email address. Members who have not registered their email address are requested to register the same with the Depository Participants (DPs), if the shares are held in electronic form.

  5. In terms of Sections 108, 110 and other applicable provisions of the Act, as amended, read together with the Rules and in compliance with Regulation 44 of the Listing Regulations as amended from time to time, the Company has arranged to provide remote e-voting facility to all the members of the Company. The Company has appointed National Securities Depositories Limited (hereinafter referred to as “NSDL” for providing e-voting facility to its members. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

  6. The e-voting facility will be available only during the e-voting period which will commence on Saturday, the 18[th] day of November, 2023 (09:00 A.M. IST) and ends on Sunday, the 17[th] day of December, 2023 (05:00 P.M. IST). The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

  7. To support ‘Green Initiative’ for receiving all communication (including Notice of Postal Ballot) from the Company electronically, members holding shares in dematerialised mode are requested to register/update changes, if any, pertaining to their name, postal address, email

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address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant.

  1. The voting rights of members shall be in proportion to their share of the paid-up equity share capital as on the Cut-off Date i.e., Friday, the 10[th] day of November, 2023 .

  2. The proposed resolutions, if assented by the requisite majority, shall be deemed to be passed on the last date specified for e-voting i.e., Sunday, the 17[th] day of December, 2023 .

  3. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  4. The documents referred to in this Postal Ballot Notice and the Explanatory Statement will be available for inspection electronically until last date of remote e-voting. i.e. Sunday, the 17[th] day of December, 2023. Any member seeking to inspect can send an e-mail to the Company at [email protected] with subject line "Inspection of Documents", mentioning their name, DP Id and Client Id and documents they wish to inspect.

  5. The Company’s Registrar and Transfer Agent for its share registry work (Physical and Electronic) is M/s MAS Services Limited. All documents, transmission, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar & Share Transfer Agents, at the address mentioned below:

Mas Services Limited (Registrars & Share Transfer Agent) T-34, 2nd Floor, Okhla Industrial Area Phase - II, New Delhi - 110 020 Ph: +91 11 2638 7281 /82 /83 Fax: +91 11 2638 7384 Mobile:- +91-8929884917 Email: [email protected] Visit: www.masserv.com

  1. In case of any queries relating to voting by electronic means, please refer to the Frequently Asked Questions (FAQs) and e-voting user manual for Members available at the Help section of www.evoting.nsdl.com in case of any grievances connected with facility for voting by electronic means.

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GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders
Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.
1.
2.
ExistingIDeASuser can visit the e-Services website
of NSDL Viz.https://eservices.nsdl.com either on a
Personal Computer or on a mobile. On the e-Services
home page click on the “Beneficial Owner”icon
under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing
User
ID
and
Password.
After
successful
authentication, you will be able to see e-Voting
services under Value added services. Click on“Access
to e-Voting”under e-Voting services and you will be
able to see e-Voting page. Click on company name or
e-Voting service provider i.e. NSDLand you will be
re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
If you are not registered for IDeAS e-Services, option
to register is available athttps://eservices.nsdl.com.
Select“Register Online for IDeAS Portal”or click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.
jsp

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  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

  2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

  • 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

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  • 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly.

  • 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

  • 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

  • Individual Shareholders You can also login using the login credentials of your demat (holding securities in account through your Depository Participant registered with demat mode) login through NSDL/CDSL for e-Voting facility. upon logging in, you will their depository be able to see e-Voting option. Click on e-Voting option, you participants will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000 and 022
- 2499 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll free
no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

  4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12
then your user
ID is IN300
12**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12
** then your user ID is
12
**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001

and EVEN is 101456 then user ID is
101456001

5. Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e Voting, then you can user your existing
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password to login and cast your vote.

  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  • If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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  1. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

  2. Now you are ready for e-Voting as the Voting page opens.

  3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  4. Upon confirmation, the message “Vote cast successfully” will be displayed.

  5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download

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section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Mr. Amit Vishal, Asst. Vice President) at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] . If you are an Individual shareholders holding securities in demat mode, you are requested to refer to -

the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and -

email ID correctly in their demat account in order to access e Voting facility.

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ANNEXURE TO NOTICE EXPLANATORY STATEMENT (PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

The following statement sets out all material facts relating to the resolution to be passed as mentioned in the accompanying Notice:

Mr. Bhavdeep Sardana (DIN: 03516261) was appointed as a Non-Executive Independent Director of the Company , for a period of 5 (five) years, w.e.f. from 20.12.2018, in terms of the provision of Section 149 of the Act and Regulation 25 of Listing Regulations. Accordingly, the first term of five years of Mr. Bhavdeep Sardana , as a Non-Executive Independent Director of the Company, is due to expire on 19[th] December, 2023.

Mr. Bhavdeep Sardana (DIN: 03516261) has been associated with the Company since 2018. Mr. Bhavdeep Sardana, aged 48 years is Master’s in Business Administration from Durham University (UK) and Bachelors in Science (Hons) in Chemistry with Chemical Engineering from Northumbria University, Newcastle Upon Tyne (UK) Presently Sr. VP & CEO at The Sukhjit Starch & Chemicals Limited and is responsible for successfully implementing expansions at various units. He leads all B2B sales with Paper, Food & Pharma Majors. He actively engages with State Govts and Govt. of India on policies affecting the agro-processing industry and ease of doing business reforms. He has to his credit vast experience of about more than 2 decades in the fields of Sales, Marketing, Manufacturing, expansions, liaison etc.

The Company has been immensely benefited due to valuable advices and guidance provided by Mr. Bhavdeep Sardana as Independent Director on the Board of Directors of the Company . Considering his expertise and rich experience and valuable contribution to the Company, and based on his performance evaluation, the Nomination and Remuneration Committee(NRC) has recommended and the Board of Directors, at its meeting held on 10[th] day of November, 2023, have approved and recommended the reappointment of Mr. Bhavdeep Sardana (DIN: 03516261) as an Independent Director on the Board of Directors of the Company, not liable to retire by rotation for a second term of 5 years from 20[th] day of December, 2023 to 19[th] day of December, 2028, subject to approval of Members of the Company by way of Special Resolution.

The Company has received a declaration from Mr. Bhavdeep Sardana to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act, read with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulation. In terms of Regulation 25(8) of the Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. The Company has also received from Mr. Bhavdeep Sadana (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and (ii) intimation in Form DIR-8

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in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act. Mr. Bhavdeep Sardana has also confirmed that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such authority.

Mr. Bhavdeep Sardana has also confirmed that he is registered with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs ('IICA').

In the opinion of the Board, Mr. Bhavdeep Sardana fulfils the conditions specified in the Act, Rules and Listing Regulations for appointment as Independent Director and he is independent of the management of the Company.

Further, in the opinion of the NRC and the Board, Mr. Bhavdeep Sardana possess the requisite skills and capabilities required for the role of an Independent Director of the Company, considering his qualifications, rich experience and expertise. Additional details as required under Regulation 36 of SEBI LODR and SS-2, are given in Annexure to this Notice.

Except Mr. Bhavdeep Sardana, being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee approved and recommended the appointment of Mr. Bhavdeep Sardana as an Independent Director in the interest of the Company and recommends the Special Resolution as set out in the Notice for approval of Members.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

By Order of the Board of Directors

For Kuantum Papers Limited

SD/-

Vivek Trehan Company Secretary & Compliance Officer Membership No. F2919 Date: 10.11.2023 Place: Chandigarh

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ANNEXURE TO THE EXPLANATORY STATEMENT:

Additional information on Director recommended for appointment/re-appointment as required under Regulation 36(3) of SEBI Listing Regulation, and Secretarial Standards-2 as prescribed by the Institute of Company Secretaries of India.

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Name Of Director and DIN Mr. Bhavdeep Sardana (DIN: 03516261)
Date of Birth/Age 06.03.1975
Nationality INDIAN
Date of Appointment / Reappointment 20.12.2023
Qualification Master’s in Business Administration from Durham
University (UK) and Bachelors in Science (Hons) in
Chemistry with Chemical Engineering from
Northumbria University, Newcastle Upon Tyne
(UK)
Nature and Expertise in specific functional area Mr. Bhavdeep Sardana, aged 48 years is Master’s
in Business Administration from Durham
University (UK) and Bachelors in Science (Hons) in
Chemistry with Chemical Engineering from
Northumbria University, Newcastle Upon Tyne
(UK) Presently Sr. VP & CEO at The Sukhjit Starch
& Chemicals Limited and is responsible for
successfully implementing expansions at various
units. He leads all B2B sales with Paper, Food &
Pharma Majors. He actively engages with State
Govts and Govt. of India on policies affecting the
agro-processing industry and ease of doing
business reforms. He has to his credit vast
experience of more than two decades in the
fields of Sales, Marketing, Manufacturing,
expansions, liaison etc.
Number of shares held in company NIL
List of Directorship and Committee membership NIL
in Listed Companies other than Kuantum Papers
Limited
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Terms and conditions for appointment As per the Policy of Terms and Conditions of the
appointment of the Independent Director as
placed on the Website of the Company.
Remuneration last drawn Not Applicable
Details of remuneration sought to be paid The Independent Director shall be entitled to
receive remuneration by way of sitting fees for
attending the meetings of the Board and
Committees thereof and reimbursement of
expenses for participation in the meetings.
Listed entities (except Kuantum Papers Existing Directorship in other Listed Company: NIL
Limited) in which the person holds the
directorship and the chairmanship/ Past Directorship in other listed entities: Nil
membership of committees of the board along
with listed entities from which the person has
resigned in the past three years.
Directorships held in other Scott Industries Limited, Avon Cycles Limited,
companies/branches Sukhmani Venture Private Limited, Sukjhjit Mega
Food Park & Infra Limited.
Memberships/Chairmanships of committees of NIL
other Companies
Disclosure of relationships between Directors Nil
/KMP inter-se
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By Order of the Board of Directors

For Kuantum Papers Limited

SD/-

Vivek Trehan Company Secretary & Compliance Officer Membership No. F2919 Date: 10.11.2023

Place: Chandigarh

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