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Directors Report of Star Paper Mills Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors of your company have immense pleasure in presenting Directors' Report together with audited financial results of the company for the year ended 31st March 2015.

1. FINANCIAL SUMMARY

The financial results of the company for the year ended 31st March, 2015 are summarised as under:

(Rs. in Cr.)

Particulars Year ended Year ended 31st March, 2015 31st March, 2014

Profit before interest and depreciation 16.77 (6.97)

Interest and finance charges 4.40 4.57

Depreciation 4.86 11.08

Profit before Exceptional Items 7.51 (22.62)

Exceptional & non-recurring items - (3.49)

Profit before tax 7.51 (26.10)

Provision for Income Tax (8.03) (4.02)

Profit after taxation 15.54 (22.08)

Balance brought forward (42.04) (19.96)

A valuable for appropriation: (26.50) (42.04)

- Transfer to General Reserve - -

- Proposed dividend - -

- Tax on proposed dividend - -

Balance carried to the Balance Sheet (26.50) (42.04)

AUDITED FINANCIAL RESULTS

2. DIVIDEND

With a view to repair past losses which resulted in erosion of reserves and conservation of resources for future betterment, the Board of Directors do not recommend any dividend for the year.

3. STATE OF COMPANY'S AFFAIRS Financial Year 2014-15

In-spite of various odds, your company's efforts to reduce costs and improve margins through product-mix optimization and introduction of new grades bore fruits.

Consequently, your company has turned in better financial performance during the year.

Your company reported a post tax Profit of 15.54 Crores vis-a-vis a loss of Rs. 22.08 Crores for FY 2013-14.

Expectations for FY 2015-16

There is still surplus supply particularly in writing and printing grades. There has been increase in Power and Coal cost. Your company is working on further cost- rationalization in order to maintain its financial performance.

4. ANNUAL- RETURN EXTRACTS

Extracts of the Annual Return as provided in Section 92(3) of the Companies Act, 2013 in MGT-9 is attached as Annexure-I

5. BOARD MEETINGS/AUDIT COMMITTEE

a) During the year 2014-15, five (5) Board meetings were held on 19.05.2014, 13.08.2014, 27.09.2014, 10.11.2014, 11.02.2015.

b) Audit Committee-

The Company has the Audit Committee of the Board pursuant to Section 177 of the Companies Act, 2013 and its terms of reference are in conformity with Clause 49 of the listing agreement. The composition of the Audit Committee is given in attached Corporate Governance Report.

6. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Pursuant to Section 177 of the Companies Act, 2013, the company has established a 'Vigil Mechanism' for directors and employees to report their genuine concerns to the company. The company oversees this 'Vigil Mechanism' through the Audit Committee of the Board.

7. ENVIRONMENT, POLLUTION CONTROL AND SAFETY

Your company is a committed corporate entity which emphasizes on providing healthy environment and safe working conditions. Accredited with ISO 14001: 2004, ISO 9001 : 2008 & ISO 18001 :2007, the company has integrated quality and environment management systems which harmonize operations with environmental preservation. Necessary environmental clearances from Government authorities are in place.

Your company has yet again won Gold Award for environmental excellence in Paper Industry presented by Greentech Foundation reflecting commitment of the company to preserve environment and providing safe work conditions.

8. SOCIAL FARM FORESTRY

The company has been promoting and encouraging tree plantation program under social farm forestry. This also helps in enhancing rural incomes and facilitate sustain availability of raw material to the company. The scheme involves supply of high quality clones/seedlings apart from providing technical assistance to the farmers.

The program also maintained its momentum during the year too and your company further stepped-up propagation and distribution of clonal plants and the area coverage.

9. FIXED DEPOSITS

The company has not invited any fixed deposits during the year and as such there has been no default in repayment of deposit or payment of interest thereon during the year. There were no outstanding fixed deposits as on 31st March, 2015. (Rs. Nil as on 31st March, 2014).

The company is in compliance with provisions of the Companies Act, 2013 and rules made thereunder in respect of deposits.

10. INTERNAL CONTROLS

The company has adequate internal control system in place on the basis of which financial accounting is done and periodically financial statements are prepared. Such Internal control systems are adequate and operating effectively.

11. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the company has been incurring losses until last year, it was not obligatory upon the company to form a CSR committee pursuant to Section 135 of the Companies Act, 2013 and the Rules made there under.

12. DIRECTORS

i) Mr. K.N Bhandari (DIN-00191219) appointed as an Independent Director w.e.f 27th Sept., 2014 has resigned from directorship w.e.f the close of working hours on 31st March, 2015 due to some other preoccupation towards pursuing other interests and certain other commitments.

ii) Ms. Savita Laxmipathy Acharya (DIN-07038198), {a woman director under Clause 49} has been appointed as additional director (Independent) of the company w.e.f. 31st March, 2015.

iii) Sh. S.V Goenka (DIN-00030375) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment

The independent directors have given declarations that they meet the criteria of independence under section 149(6) of the Companies Act, 2013. The company's familiarization program for Independent Directors are posted on website of the company and can be accessed at http://www.starpapers.com/familarisation_prog.pdf

13. NOMINATION AND REMUNERATION COMMITTEE/POLICY

The Board of Directors has constituted a 'Nomination & Remuneration Committee' which follows the company's policy on directors' appointment and remuneration including criteria for determining qualification, independence of a director and other matters provided under section 178 (3) of the Companies Act, 2013.

The gist of company's policy on nomination and remuneration is as under:

The Committee shall consider ethical standards of integrity, qualification, expertise and experience for appointment of Directors/KMP etc. and recommend to the Board of Directors. Directors/ KMP etc shall be appointed as per the procedure laid down in applicable laws.

The Committee will recommend the remuneration to be paid to Directors/KMP etc requiring Committee approval as per statutory provisions. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate the appointee(s).

14. LOAN, GUARANTEE, INVESTMENTS ETC.

The company has not given any loan or guarantee or provided security in connection with a loan to any other body corporate during the year.

15. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are furnished as Annexure-II to this Report.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding employees' remuneration are given hereunder:

i) Name of the employee who is in receipt of remuneration of Rs. 60 lacs or more for FY 2014-15:

Name & Remuneration Nature of Qualification & Date of Designation recd.-(lacs) employment experience commencement of employment

Mr. Madhukar 146.11 Contractual B. Sc., 01/07/2001 Mishra, DMS (Mgt.) Managing 38 years Director

Name Age Last employment % of equity Whether hels shares held relative to Director

Mr Madhukar Mishra 58 Y Sr. VP(Corporate Nil No Corporate Planning) -Dail Consultants Ltd.

ii) Disclosure in respect of Remuneration etc.-

a) Ratio of remuneration of each director to the median remuneration of employees

Director Director remuneration Median remuneration Ratio (DR/MR) (DR) - Rs. (MR) of employee - Rs.

MR. G.P. GOENKA 50,000 2,32,270 0.21

MR. S.V. GOENKA 10,000 2,32,270 0.04

MR. SHIROMANI SHARMA 1,30,000 2,32,270 0.56

MR. C.M. VASUDEV 70,000 2,32,270 0.30

MR. M.P. PINTO 60,000 2,32,270 0.26

MR. K.N. BHANDARI 80,000 2,32,270 0.34

MR. MADHUKAR MISHRA 1,46,11,407 2,32,270 62.91

b) % increase in remuneration of each director, CFO, CEO, CS in the financial year 2014-15

Official name Year 2014-15/ Remuneration-Rs. % increase in remuneration

Directors Directors are receiving only sitting fees for attending meetings.

There was no increase in sitting fee over the year.

Managing Director 1,46,11,407/- 11%

Chief Financial Officer 23,36,820/- 6%

Company Secretary 8,74,392/- 11%

c) % increase in median remuneration of employees in the financial year 2014-15 was 6.24%.

d) Number of permanent employees on the rolls of the company as on 31.03.15 was 767.

e) Average increase in remuneration inter-alia depends upon the inflation, individual's performance, company policy, human resource demand-supply position, negotiations with trade unions, company performance etc.

f) Considering performance of the company, remuneration of KMPs i.e Managing Director, CFO and CS was at par with the performance.

g) A number of parameters of the company as on 31.03.2015 and 31.03.2014 as under:

Parameters As on 31.03.2015 As on 31.03.2014

Market capitalization-Rs. 30,35,82,407 14,04,75,150

Closing price/share-Rs. 19.45 9.00

Price/ earnings ratio 4.04 Nil

% decrease in market quotation of the 67% decrease in price 85% decrease in price share in comparison to rate at which last public offer was made (Rs. 60/per share)

h) Average percentage increase in salaries of employees vis-a-vis managerial personnel- Average percentage increase in salaries of employees was 8.66% vis- a-vis 11% increase in salary of managerial personnel for FY 2014-15.

i) No director is getting any variable component of remuneration except performance pay of the Managing Directors is decided by the Board of Directors for every year based performance review of that year subject to ceiling of Rs. 30,50,000/- for FY 2014-15.

j) Ratio of remuneration of highest paid director to that of employees receiving remuneration in excess of that of highest paid director-N.A

17. PERFORMANCE EVALUATION

The company has in place a Policy on performance evaluation of Independent Directors, Board, Committees and individual Directors. The Board of Directors evaluates its own performance in terms of operations of the company, financial results etc. The performance of Committee(s) is evaluated by the Board based on effectiveness of committee, its functioning and decisions etc. The Board also reviews the performance of individual director(s) based on the contribution of the individual director to the Board/ committee meetings, participation in discussions, inputs given in the meeting.

18. HUMAN RESOURCES AND WELFARE

Your company has a structured approach to manage its human resources in line with changing needs of the organisation. Industrial relations remained harmonious during the year.

Your Directors further state that during the year under review, there was no case reported under the Sexual Harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013

19. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 134(3) (c) Directors Responsibility Statement on preparation and presentation of these accounts is as per Annexure-III to this Report.

20. CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the statutory auditors confirming the compliance with corporate governance requirements has been annexed as Annexure-IV to Directors' Report.

21. AUDITORS

M/s Lodha & Co. Chartered Accountants, retires at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if appointed and have furnished the requisite certificate of their eligibility pursuant to the provisions of the Companies Act, 2013.

22. AUDITORS' REPORT

I) Statutory Audit:

The qualification of the Auditors in their report read with relevant note on the financial statements as mentioned below is self-explanatory:

-Excess managerial remuneration amounting to Rs. 21.57 lacs payable to managerial personnel for FY 2011-12 is subject to approval of Central Government.- Note No. 23.1 of Statement of Profit & Loss.

ii) Secretarial Audit:

M/s D. Dutt & Co., company secretary in practice, secretarial auditor of the company for FY 2014-15 has competed secretarial audit for FY 2014-15. A secretarial audit report is attached as Annexure-V.

23. TRANSACTIONS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Information pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

24. RISK MANAGEMENT COMMITTEE

Your Directors have enlarged mandate of Audit Committee to include responsibility to assist the Board in (i) overseeing and approving the company's enterprise wide risk management framework; and (ii) periodic appraisal to assess any change needed in the context of changing business environment

25. LISTING ON STOCK EXCHANGES

Your company's equity shares are listed on National Stock Exchange of India Ltd. (NSE) and The Stock Exchange, Mumbai (BSE). The company has paid the listing fees to the stock exchanges for the financial year 2014-15.

26. ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their gratitude for the excellent support and efforts put in by the employees, bankers, investors, dealers, suppliers and Government Departments.

For and on behalf of the Board

Place : New Delhi G. P. Goenka

Date : 20th May , 2015 Chairman


Mar 31, 2014

Dear Shareholders

The Directors are pleased to present the Directors'' Report together with audited financial results of the company for the year ended 31st March 2014.

1. FINANCIAL PERFORMANCE

The financial results of the company for the year ended 31st March, 2014 are summarised below:

AUDITED FINANCIAL RESULTS (Rs in cr.)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Profit before interest and depreciation (6.97) (16.19)

Interest and finance charges 4.57 4.11

Depreciation 11.08 11.26

Profit before exceptional and non-recurring (22.62) (31.56)

items

Exceptional & non-recurring items (3.49) -

Profit before tax (26.10) (31.56)

Provision for Income Tax (4.02) (2.01)

Profit after taxation (22.08) (29.55)

Balance brought forward (19.96) 9.59

Available for appropriation: (42.04) (19.96)

- Transfer to General Reserve - -

- Proposed dividend - -

- Tax on proposed dividend - - Balance carried to the Balance Sheet (42.04) (19.96)

2. DIVIDEND:

As the company reported loss for the financial year 2013-14, the Board of Directors does not recommend any dividend for the year.

3. OPERATIONAL PERFORMANCE:

Financial Year 2013-14 Highlights

In the recent past, paper industry saw a significant increase in raw material, power and fuel costs and the trend continued in FY 2013-14 as well.

Higher input costs, erratic Grid power supply, liquidity position and intense market competition impacted the operations during the year. However your company continued to emphasize on controlling costs and Product-mix optimization in line with market demand. As a result, the company performed better in comparison to previous years despite the above constraints.

Prospects for FY 2014-15

Since no major capacity addition is expected in the coming period, demand-supply balance is likely to improve. Duty free imports of paper through FTAs is a cause of concern though. Cost pressures specially on wood and energy are not expected to abate in the coming period. Your company will strive to deliver better results through improvement in efficiency.

4. ENVIRONMENT, POLLUTION CONTROL AND SAFETY:

Your company strives to provide healthy environment and safe working conditions. The company has in place an integrated quality and environment management system harmonizing industrial activity with environmental preservation. STAR is accredited with ISO 14001: 2004, ISO 9001 : 2008 & ISO 18001 :2007 and have all the required environmental clearances from the prescribed authorities.

Your company has been awarded at national level for excellence in energy management by Confederation of Indian Industry (CII). STAR has also been granted ''Certificate of Merit'' in Pulp & Paper Sector by the Bureau of Energy Efficiency, Ministry of Power, Govt. of India.

Besides, your company has been awarded again Gold Award for environmental excellence in Paper Industry by Green tech Foundation reflecting commitment of the company in environment preservation and safe working conditions.

5. SOCIAL FARM FORESTRY:

Your company has been promoting and encouraging social farm forestry to increase green cover, augment wood resources and contribute to rural income generation. Under the program, STAR motivates individual farmers to raise fast growing pulp wood plantations . The scheme involves supply of high quality clones/seedlings apart from providing technical assistance to the farmers.

The program maintained its momentum during the year too and the company further stepped-up propagation and distribution of clonal plants and the area coverage.

6. HUMAN RESOURCES AND WELFARE:

Your company has a structured approach to manage its human resources in line with changing needs of the organisation. Industrial relations remained harmonious during the year.

7. FIXED DEPOSITS:

The company did not invite any fixed deposits during the year. There were no outstanding fixed deposits as on 31st March, 2014 (Rs. Nil as on 31st March, 2013).

The company is in compliance with the provisions of the Companies Act and rules made thereunder in respect of deposits.

8. DIRECTORS:

The Company had pursuant to the provisions of clause 49 of the listing Agreement appointed Sh. Shiromani Sharma, Sh. C.M. Vasudev and Sh. M.P. Pinto as independent Directors of the company. Pursuant to Section 149(4) of the Companies Act, 2013, which came into effect from 1st April 2014, every listed public company is required to have at least one-third of the total of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of ensuing Annual General Meeting of the Company.

Sh. S.V Goenka is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

9. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are furnished as Annexure-I to this Report.

10. PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in Annexure to this report. However as per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the annual report is being sent to all the members of the company excluding the aforesaid information. Any member interested in obtaining such information may write to the Secretary at the company''s registered office address.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217(2AA) Directors Responsibility Statement on preparation and presentation of these accounts is as per Annexure-II to this Report.

12. CORPORATE GOVERNANCE:

A separate report on corporate governance, along with a certificate from the statutory auditors confirming the compliance with corporate governance requirements has been annexed as Annexure-III to Directors'' Report.

13. AUDITORS:

M/s Lodha & Co. Chartered Accountants, retires at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if appointed and have furnished the requisite certificate of their eligibility pursuant to the provisions of the Companies Act.

14. AUDITORS'' REPORT

The qualification of the Auditors in their report read with relevant note on the financial statements as mentioned below is self-explanatory.

- Excess managerial remuneration amounting to Rs. 64.51 lacs payable to managerial personnel for earlier years is subject to approval of Central Government. -Note No. 23.1 of Statement of Profit & Loss.

15. COST AUDIT:

M/s R.J. Goel & Co. Cost Accountants, New Delhi have been appointed to audit the cost accounts for FY 2013-14 pursuant to Section 233-B of the Companies Act, 1956.

16. LISTING ON STOCK EXCHANGES:

STAR''s equity shares are listed on National Stock Exchange of India Ltd. (NSE) and The Stock Exchange, Mumbai (BSE). The company has paid the listing fees to the stock exchanges for the financial year 2013-14.

17. ACKNOWLEDGMENTS:

Your Directors are pleased to place on record their gratitude for the excellent support and efforts put in by the employees, bankers, investors, dealers, suppliers and Government Departments.



For and on behalf of the Board

Place : New Delhi G. P. Goenka Date : 19th May, 2014. Chairman


Mar 31, 2013

Dear Shareholders

The Directors are pleased to present the Directors'' Report along with audited financial results of the company for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

AUDITED FINANCIAL RESULTS

(Rs. in Cr.)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Profit before interest and depreciation (16.19) (28.13)

Interest and finance charges 4.11 2.81

Depreciation 11.26 11.47

Profit before exceptional and non-recurring (31.56) (42.41) items

Exceptional & non-recurring items - -

Profit before tax (31.56) (42.41)

Provision for Income Tax (2.01) -

Profit after taxation (29.55) (42.41)

Balance brought forward 9.59 52.00

Available for appropriation: (19.96) 9.59

- Transfer to General Reserve - -

- Proposed dividend - -

- Tax on proposed dividend - -

Balance carried to the Balance Sheet (19.96) (9.59)



DIVIDEND

The Board of Directors do not recommend any dividend for the financial year 2012-13 taking into consideration reported loss for the year.

OPERATIONS

Financial Year 2012-13

During the year, your company took many steps to increase volume and control costs particularly for reducing energy consumption and optimising fuel mix. While 12% volume growth was achieved and cash losses curtailed by 30% but losses could not be completely eliminated. Cumulative impact of input cost increases could not be fully passed on in finished goods prices.

Prospects for FY 2013-14

Paper consumption is closely linked to economic growth as well as human development. While India accounts for 16% of the Global population, our Paper Industry has a share of only 1.6%, clearly indicating the huge growth potential.

An improvement in demand and increase in finished goods prices was observed in later part of the year 2012-13. If this trend persists, barring any unforeseen developments, your company expects better performance in the coming year. However, continued spurt in raw material, energy and chemical costs are still a cause of concern.

Your company has identified a number of cost reduction initiatives which once implemented would ease input cost pressure leading to better financial performance. STAR will continue to strive for better operational and financial performance in the coming period.

ENVIRONMENT, POLLUTION CONTROL AND SAFETY

The company has implemented policies and systems to preserve environment and provide safe working conditions. STAR is accredited with IS014001:2004, ISO 9001 :2008 & IS018001 :2007.

The company has been once again awarded for environmental excellence and Safety in Paper Industry reflecting commitment of the company in safety and environment preservation. The company has all the required environmental clearances from the competent authorities.

SOCIAL FARM FORESTRY

As in the past, the company continues to assist pulpwood plantation with active co-operation of the farmers. Number of seedlings and clones distributed as well as area covered were higher than the previous year.

This initiative is of immense importance to increase rural economy and enhance availability of wood in your company''s catchment area.

HUMAN RESOURCES

It has been policy of the company to attach paramount importance to the selection, induction and development of employees. Your company continues to enjoy cordial and harmonious Industrial relations.

FIXED DEPOSITS

The company did not invite any fixed deposits during the year. There were no outstanding fixed deposits as on 31st March, 2013 (Rs. 0.02 lac as on 31 st March, 2012).

The company is in compliance with the provisions of the Companies Act, 1956 and rules made thereunder in respect of deposits.

DIRECTORS

Mr. Shiromani Sharma and Mr. M.R Pinto are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are furnished as Annexure-I to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in Annexure to this report. However as per provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the annual report is being sent to all the members of the company excluding the aforesaid information. Any member interested in obtaining such information may write to the Secretary at the company''s registered office address.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217(2AA) Directors Responsibility Statement on the preparation and presentation of these accounts is as per Annexure-ll to this Report.

CORPORATE GOVERNANCE

A separate report on corporate governance, along with a certificate from the statutory auditors confirming the compliance with corporate governance requirements has been annexed as Annexure-lll to Directors'' Report.

AUDITORS

M/s Lodha & Co. Chartered Accountants, retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if re-appointed and have furnished the requisite certificate of their eligibility pursuant to Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The qualification of the Auditors in their report read with relevant notes on the financial statements as mentioned below are self-explanatory:

(a) non - provision of the diminution in value of investment - Note no. 12(b) of the Balance Sheet.

b) provision of managerial remuneration - Note no. 21(a) of Statement of Profit & Loss.

COST AUDIT

M/s R.J. Goel & Co., Cost Accountants, New Delhi have been appointed to audit the cost accounts for FY 2012-13 pursuant to Section 233-Bofthe Companies Act, 1956.

LISTING ON STOCK EXCHANGES

Your company''s equity shares are listed with National Stock Exchange of India Ltd. (NSE) and The Stock Exchange, Mumbai (BSE). The company has paid the listing fees to the stock exchanges for the financial year 2012-13.

ACKNOWLEDGEMENTS

The Board of Directors wish to thank the investors, bankers, dealers, suppliers, Government authorities and employees for their co-operation.



For and on behalf of the Board

Place: New Delhi G. R Goenka

Date: 24thMay,2013. Chairman


Mar 31, 2011

Dear Shareholder

The Directors of your company are pleased to place 72nd Annual Report along with audited accounts of the company for the year ended 31" March 211,

FINANCIAL PERFORMANCE

AUDITED FINANCIAL RESULTS

(Rs.in Crores) Year ended Year ended 31st March, 2011 31st March, 2011

Profit before interest (1.65) 21.32 and depreciation

Interest and finance charges 1.67 2.75

Depredation 11.76 11.95

Profit before tax (15.03) 6.62

Provision for Income Tax (4.93) (1.72)

Profit after taxasion (10.15) 8.3I

Balance brought forwad 63.06 55.94

Transfer from Debenture - 1.50 Redemption Reserve

Available for appropriation 52,91 65,78

- Transfer to General Reserve - 1.35

- Prupuwd dividend 0.78 1.17

- Tax on proposed dividend 0.13 0.19 Balance carried to the Balance Sheet 52.00 63.07

DIVIDEND

The company incurred a loss For the current financial year. However, keeping in mind the growth outlook of the Economy & Industry and its resultant impact on prospects of your company, your directors recommend a dividend of Rs. 0.50 (Fifty Paisa only) per equity share of face value of Rs. 10/. each for the financial year under review subject to members' approvaI in the ensuing Annual General Meeting.

OPERATIONS

Financial Year2010.11 in retrospect

The financial year was characterised by steep increase in cost of inputs, and capacity additions in the Industry. The annual results reflect the impact oi these factors.

Your Directors have examined the underlying causes resulting in a loss during the financial year. All efforts are being made to reduce cost of production.

Financial Year 2011-12 prospects

There are no major fresh capacity additions in the pipeline in the Industry in the coming year, although full volume from previous expansions has yet to enter the market.

Cost pressure on wood and power & fuel is not expected to abate during the coming year too Monetary steps to reduce inflation may also affect the growth of Economy.

ENVIRONMENT, POLLUTION CONTROL AND SAFETY

Your company has always articulated its concern for I lie environment and safety through various measures from time to time. Accredited with ISO 14001:2004,9001:2008 and 18000:2007. the company has in place the integrated quality and environment management systems to harmonise industrial activity with environment preservation. The Gold Award for Environmental Excellence and Safety in Paper Industry from Greentech Foundation bears further testimony to our commitment towards environment preservation and safe working conditions. STAR has all the required environmental clearances from the Government authorities.

SOCIAL FARM FORKSTRY

Your company has heen promoting social farm forestry to increase green cover, enhance raw material base and supplement rural income generation.

During the year, your company increased propagation of Clonal Plants by 20% and further enhanced elonal multiplication capacity by 100%.

HUMAN RESOURCE AND WELFARE

Your company strives lo improve employee skills through regular training and maintain cordial Industrial relations. Your directors wish to place on record their deep appreciation and gratefulness for the dedication of all the employees towards the organisation.

FIXED DEPOSITS

The company has not invited any fixed deposits during the financial year. The fixed deposite outstanding aggregated to 0.12 lacs on 31th March. 2011 (Previous year - Rs. 0.52 lacs on 31" March, 2010). There were no delays/defaults in the repayment of deposits during the financial year. The company has complied with the provisions of section 58.A of the Companies Act, 1956 And rules made there under.

DIRECTORS

Mr. Sachikanta Mishra ceased to be director following withdrawal of nomination by IFCI with effect from 18th May, 2010, Dr. B. L. Bihani resigned from the Board of the company w.e.f. 2th May. 20111 due to time constraint on taking up some other assignment,

The Broad places on record its appreciation For the valuable constribution made by the by these, directors during their tenure. Mr. Shiromani Sharma and Mr.M.P. Pinto are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIG EXCHAGE EARNINGS AND OUT GO

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 217 (1) (e) of the Companies Act. 1956. read wil It I he Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1968. are furnished as Annexure. I to this Report,

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in Annexure to this report. However, as per provisions of Section 219 I h 1111 (iv) of the Companies Act, 1956, the annual report is being sent toail I he mem hers of the company excluding the aforesaid information. Any member interested in obtaining such information may write to ihe Secretary at the company's registered office address.

DIRECTORS' RESPONSIBILITY STATEMENT

As reqoired under the provisions of Section 217 (2AA), Directors Responsibility Statement on the preparation and presentation of these accounts is as per Annexured II to this Report.

CORPORATE GOVERNANCE

A separate report on corporate governance, together with a certificate from the statutory auditors confirming compliance with corporate governance requirements has been annexed as Annexure III to I his annual report.

AUDITORS

M/s Lodha & Co. Chartered Accountants, retire at the ensuing Annual General Meeting. They have expressed (heir willingness to continue in office, if re.appointed and have furnished the requisite certificate of their eligibility pursuant to Section 224 (IB) of the Companies.Act, 1956.

AUDITORS'REPORT

The observations of the Auditors in their report read with relevant notes are self-explanatory and do call for any further comments.

COST AUDIT

Pursuant to Section 2.33.B of the Companies Act, 1956, M/s R.J, Goel Co., Cost Accountants, Delhi have heen appointed to audit the Cost Accounts for 201)3^ 11.

LISTING ON STOCK EXCHANGES

The Company's equity shares are listed with The Stock Exchange, Mumbai (BSE) and National Slock Exchango of India Ltd. (NSK). The Company has paid the requisite lidling fees to the slock exchanges for the financial year under review.

ACKNOWLEDGEMENTS

The Directors wish to place on record their gratitude to the Company's customers, dealers, suppliers. Government, financial inslitulious & banks and employees For I their continued support to the Company.

For and on behalf of the Board

G.P. Goeka Chairman

Place: New Delhi Date: 30thMay,2011




Mar 31, 2010

The Board of Directors have pleasure in presenting this Annual Report together with the Audited Balance-Sheet & Profit and Loss Account of the company for the financial year ended 3 1 st March 2010.

FINANCIAL PERFORMANCE

AUDITED FINANCIAL RESULTS (Rs. in Crores)

PARTICULARS Year ended Period ended 31st March, 31st March, 2010 2009 (12 months) (18 months)

Profit before interest and depreciation 21.32 48.86

Interest and finance charges 2.75 9.43

Depreciation 11.95 17.79

Profit before exceptional and non-recurring items 6.62 21.64

Exceptional & non-recurring items - 1.57

Profit before tax 6.62 23.21

Provision for Income Tax - 1.72 5.98

Profit after taxation 8.34 17.23

Balance brought forward 55.94 39.80

Transfer from Debenture Redemption Reserve 1.50 3.00

Available for appropriation: 65.78 60.03

- Transfer to General Reserve 1.35 1.35

- Proposed dividend 1.17 2.34

- Tax on proposed dividend 0.19 0.40

Balance carried to the Balance Sheet 63.07 55.94



DIVIDEND

Your directors are pleased to recommend a dividend of Re 0.75 (Seventy Five Paisa Only) per equity share of face value of Rs. 10/- each for the financial year under review subject to the approval of members in the ensuing Annual General Meeting.

THE YEAR HIGHLIGHTS

Tough Market Conditions

The financial year 2009-10 was a difficult period. Excess capacity both domestically and globally led to lower realisations and inventory accumulation while price of wood and fuel oil increased. These factors adversely impacted turnover and profits of your company.

Financial Year 2010-2011 Prospects

While there is a general belief that the world economy has stablised after the global economic recession, revival is expected to take sometime. Paper demand and price both have shown an improvement in the later part of the financial year. However continuous rise in raw material and power & fuel costs are a cause of concern. Your company will continue to strive for better operational and financial performance in the year to come.

ENVIRONMENT POLLUTION CONTROL AND SAFETY

In integrating quality & environment management systems, your company strives to harmonise industrial activities with environmental preservation. Your company is accredited with ISO 14001: 2004 and ISO 9001:2000 & IS 18000:2007. The company s initiatives in this regard were publicly recognized. During the year the Company received a Gold Award for Environmental Excellence and also for Safety in Paper Industry from the Greentech Foundation. Your company has all the required environmental clearances from the Government authorities.

SOCIAL FARM FORESTRY

The demand of Wood, the primary raw material of your company, has been steadily increasing however, the supply has remained almost stagnant, resulting in ever increasing price.

But for the Social Farm Forestry Programme undertaken by your company, the situation would have been worse. During the year, your company not only increased the number of clones distributed but also expanded its clonal multiplication facility.

These activities help in enhancing the rural income besides facilitating sustain availability of raw material to the Company.

HUMAN RESOURCE AND WELFARE

Industrial relations remained cordial during the year under review barring two incidents of illegal strike by the workers. The Company is continuously rationalising its work force through right sizing of manpower & multi-skilling. The Directors wish to place on record their deep appreciation for dedication of the employees towards the organisation.

FIXED DEPOSITS

The company has not invited any fixed deposits during the year. The fixed deposits outstanding aggregated to Rs. 0.52 Lacs on 31st March, 2010 (Previous year - Rs. 1.07 Lacs on 31st March, 2009). There were no delay / default in repayment of deposits during the year.

The company has complied with the provisions of section 58-A of the Companies Act, 1956 and rules made thereunder.

DIRECTORS

Mr. CM. Vasudev was appointed as a director on 22nd June, 2009.

Mr. Sachikanta Mishra was appointed as IFCI nominee in place of Mr. TK. Ray with effect from 30th Sept.,09.

Mr. M.P Pinto was appointed as a director with effect from 29thJanuary,2010.

The Board wish to place on record its appreciation for valuable contribution made by Mr. TK. Ray during his tenure.

Mr. S.V Goenkaand Mr. CM. Vasudev are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding energy conservation, technology absorption and foreign exchange earnings/outgo pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are furnished as Annexure-I to this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended regarding employees is given in Annexure to this report. However as per provisions of Section 219 (I) (b) (iv) of the Companies Act, 1956, the annual report is being sent to all the members of the company excluding the aforesaid information. Any member interested in obtaining such information may write to the Secretary at the companys

registered office address.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217(2AA) Directors Responsibility Statement on the preparation and presentation of these accounts is as per Annexure-ll to this Report.

CORPORATE GOVERNANCE

A separate report on corporate governance, together with a certificate from the statutory auditors confirming compliance with corporate governance requirements has been annexed as Annexure-III to this annual report.

AUDITORS

M/s Lodha & Co. Chartered Accountants, retire at the ensuing Annual General Meeting. They have expressed their willingness to continue in office, if re-appointed and have furnished the requisite certificate of their eligibility pursuant to Section 224 (I B) of the Companies Act, 1956.

AUDITORS REPORT

The Observations of the Auditors in their Report have been explained in the Notes to the Accounts as referred to in their Report

LISTING ON STOCK EXCHANGES

The Companys equity shares are listed with The Stock Exchange, Mumbai (BSE) and National Stock Exchange of India Ltd. (NSE). The Company has paid the requisite listing fees to the stock exchanges for the financial year under review.

ACKNOWLEDGMENT

The Directors wish to place on record their gratitude to the Companys customers, dealers, suppliers, Government Departments, financial institutions and banks for their continued support to the Company.

For and on behalf of the Board

Place: New Delhi G.P. Goenka

Date: 28th May, 2010 Chairman



 
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