Mar 31, 2018
DIRECTORS'' REPORT
Dear Shareholders,
The Directors of your company are pleased to present the Directors'' Report together with Audited Financial Results of the company for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
Audited financial results for the year ended 31st March, 2018 are summarised below:
AUDITED FINANCIAL RESULTS
(Rs. in Cr.) |
||
Particulars |
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
Profit before interest and depreciation |
77.32 |
72.97 |
Interest and finance charges |
1.05 |
1.27 |
Depreciation |
4.07 |
4.12 |
Profit before Exceptional Items |
72.20 |
67.58 |
Exceptional & non-recurring items |
||
Profit before tax |
71.82 |
67.58 |
Provision for Income Tax |
17.94 |
7.22 |
Profit after tax (PAT) |
54.26 |
60.36 |
Earning per share (EPS)- in Rupees |
34.76 |
38.67 |
2. DIVIDEND & TRANSFER TO RESERVES
In view of improved performance of the company for the financial year 2017-18, your Directors are pleased to recommend a dividend of Rs. 2.50/- per equity share subject to approval of the Shareholders at the ensuing Annual General Meeting of the company. No amount of profits for the year is carried to General Reserve.
3. STATE OF THE COMPANY AFFAIRS Review of operations 2017-18
Your company achieved slightly better volumes during the year. Our products also witnessed better export demand. Supportive market conditions coupled with Product-mix optimization & introduction of new varieties also contributed in excellent performance. We strive for a better product -mix leading to higher Realization and better financial performance.
On the back of slightly better volumes, Your company has been able to report an improved financial performance. This was achieved through better cost management and product mix improvements.
Your company reported a Profit after tax of Rs. 54.26 Crores vis-a-vis Rs. 60.36 Crores for FY 2016-17.
There is no change in the nature of the business of the company during the year. Further, no material changes and commitments have occurred after the close of the year till the date of this Report, which may affect the financial position of the Company.
Expectations For FY 2018-19
Wood and energy price are exhibiting a rising trend. Further, ban on Industrial use of pet-coke and furnace oil by the Hon''ble Supreme Court from 1st Nov., 2017 led to steep rise in fuel costs. Challenges such as increased imports from ASEAN under FTAs, upward trend in input costs etc may affect the business.
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-l.
5. BOARD MEETINGS/AUDIT COMMITTEE
a) During the financial year 2017-18 four (4) meetings of the Board of Directors were held on 25th May, 2017, 14th Sept., 2017, 23rd Nov., 2017 and 8th Feb., 2018.
b) Audit & Risk Management Committee-
The Company has constituted the Audit & Risk Management Committee of the Board pursuant to Section 1 77 of the Companies Act, 2013 and its terms of reference are in conformity with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The composition of Committee is mentioned in the Corporate Governance Report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report for 2017-18.
7. 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 & Risk Management Committee of the Board.
8. ENVIRONMENT, POLLUTION CONTROL AND SAFETY
STAR is committed to provide safe working conditions and healthy environment to all the stakeholders. Your company is accredited with ISO 14001: 2015, ISO 9001 : 2015 and ISO 18001 :2007 which signifies adoption of integrated quality, environment and safety management systems to harmonize Industrial activities with environmental preservation with letter and spirit. Your company has all required environmental approvals from the Government authorities.
Your company has been awarded Gold Award in paper sector for outstanding achievement in safety management by Greentech Foundation in its 16th Annual Safety Award-2017.
9. SOCIAL FARM FORESTRY
As in the past, your company continues to promote pulpwood plantations with active co-operation of the farmers. A total of 315 lacs (last year 318 lacs)seedlings were distributed during the FY 2017-18, covering an area of 12581 hectare. Social Farm forestry program not only helps in supplementing rural income but also augmenting raw material supply to the company.
10. 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, 2018. (Rs. Nil as on 31st March, 2017).
The company is in compliance with provisions of the Companies Act, 2013 and rules made thereunder in respect of deposits.
11. INTERNAL CONTROLS
The company has adequate internal control systems 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.
12. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company has a policy on Corporate Social Responsibility (CSR) which indicates potential CSR activities. The CSR Policy may be accessed on the Company''s website at http://www.starpapers.com. The key philosophy of the Company''s CSR initiative is to promote development through social and economic transformation. The composition of Committee is mentioned in the Corporate Governance Report.
The Report on CSR activities undertaken during the year 2017-18 is annexed herewith marked as Annexure II.
13. DIRECTORS/KEY MANAGERIAL PERSONNEL
Pursuantto Section 152 of the Companies Act, 201 3, Mr. Shrivardhan Goenka (DIN-00030375) shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board of Directors has re-appointed Mr. G.P. Goenka (DIN-00030302) as Executive Director of the company designated as '' Executive Chairman'' w.e.f. 20th May, 2018 for a period of three (3) years subject to approval of the shareholders at the ensuing AGM.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015. The company''s familiarization program for Independent Directors is posted on the website of the company and can be accessed at http://www.starpapers.com/familarisation_prog.pdf. During the year, there was no change in Key Managerial Personnel (KMP) of your company.
14. 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, positive attitudes, 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). Nomination and Remuneration Policy of the company can be accessed from the company website -www.starpapers.com.
15. LOAN, GUARANTEE, INVESTMENTS ETC.
The company has not given any loan or guarantee or provided security in connection with any loan to any other body corporate during the year.
16. SUBSIDIARY/JOINT VENTUE/ASSOCIATE COMPANIES
No company has become or ceased to be your company''s subsidiary/joint venture/associate company during the year.
17. 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 1 34(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are furnished as Annexure-lll to this Report.
18. PARTICULARS OF EMPLOYEES AND REMUNERATION
Information in accordance with the provisions of Section 134(3)(q) and Section 1 97(1 2) 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. 102 lacs or more/ top ten employees of the company in terms of remuneration drawn for FY 2017-18:
Sr. |
Name & Designation |
Remuneration* recd.-(lacs) |
Nature of employment |
Qualification & experience |
Date of commencement of employment |
Age |
Last employment held |
% of equity shares held |
Whether relative to director |
1 |
Mr. G.P Goenka, Executive Chairman |
234.07 |
Contractual |
B. Sc., 56 years |
20/05/2015 |
77 Y |
Executive Director-Duncan Industries Ltd. |
Nil |
Yes, Father of Mr. Shrivardhan Goenka |
2 |
Mr. Madhukar Mishra, Managing Director |
210.07 |
-do- |
B. Sc., DMS (Mgt.) 39 years |
01/07/2001 |
61 Y |
Sr. VP(Corporate Planning) -Dail Consultants Ltd. |
Nil |
No |
3 |
Mr. P.K. Agrawal,Chief Financial Officer |
28.41 |
-do- |
Chartered Accountants 29 years |
19/01/2007 |
58Y |
Cheema Spintex Ltd. |
Nil |
No |
4 |
Mr. Puneet Verma, GM-HR & Admin. |
25.86 |
-do- |
M.A; PGD (MSW) 23 years |
11/04/2017 |
50Y |
JCT Ltd., Phagwara |
Nil |
No |
5 |
Mr. A. P. Garg GM-IT |
24.65 |
-do- |
M. Sc; PGD (Computer Sc.) 33 years |
21/08/1991 |
54Y |
Modi Ind. Ltd. |
200 shares held |
No |
6 |
Mr. DipakVijGM-Mktg. |
21.99 |
-do- |
MBA-Mktg. 26 years |
01/08/2004 |
48Y |
Degussa A.G Germany. |
Nil |
No |
7 |
Mr. .N.S. Khattra Sr. Manager-Admin, (resigned on 14.04.18) |
13.88 |
-do- |
B. Sc., MBA 31 years |
21/09/2017 |
56Y |
- |
Nil |
No |
8 |
Mr. G.K. Mishra AGM-Project & Development |
13.44 |
-do- |
M. Sc. (Chem.); M.S-Pulp & Paper Tech. 22 years |
29/12/2014 |
51Y |
NOR Group, Germany. |
Nil |
No |
9 |
Mr. Pradeep Kumar, DGM-Paper Machine |
13.16 |
-do- |
B.Sc., PGD (Pulp & Paper); M.Tech. (Pulp & Paper) 25 years |
22/06/1993 |
49Y |
Star Paper Mills Ltd. |
Nil |
No |
10 |
Mr. Amandeep Singh Manager-Purchase |
12.82 |
-do- |
BA., Diploma in Paper Tech., MBA 18 years |
13/04/2017 |
42Y |
West Coast Paper Mills Ltd. |
Nil |
No |
*including employer''s provident fund contribution.
a) Ratio of remuneration of each director to the median remuneration of employees
Director |
Director remuneration (DR) - Rs. |
Median remuneration (MR) of employee - Rs, |
Ratio (DR/MR) |
Mr. G.P. Goenka |
2,34,06,784 |
3,52,517 |
66.4 |
Mr. Shrivardhan Goenka |
40000 |
3,52,517 |
0.11 |
Mr. Shiromani Sharma |
3,00,000 |
3,52,517 |
0.85 |
Mr. C.M. Vasudev |
1,80,000 |
3,52,517 |
0.51 |
Mr. M.P. Pinto |
1,60,000 |
3,52,517 |
0.45 |
Ms. Savita L. Acharya |
1,80,000 |
3,52,517 |
0.51 |
Mr. Madhukar Mishra |
2,10,70,288 |
3,52,517 |
59.77 |
b) % increase in remuneration of each director, CEO, CFO, CS in the financial year 2017-18
Official Name |
Year 2017-18 Remuneration- Rs. In lacs |
% increase in remuneration |
Directors |
Directors are receiving only sitting fees for attending meetings. |
|
Executive Chairman |
234.07 |
3% |
Managing Director |
210.70 |
5% |
Chief Financial Officer |
28.41 |
13% |
Company Secretary |
10.73 |
20% |
c) % increase in median remuneration of employees in the financial year 2017-1 8 was: 14%
d) Number of permanent employees on the rolls of the company as on 31.03.18 was 564.
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.
h) Average percentage increase in salaries of employees vis-a-vis managerial personnel - Average percentage increase in salaries of employees was
11.24% vis-a-vis 4 % increase in salary of managerial personnel for FY 2017-18.
i) No director is getting any variable component of remuneration except commission to Executive Chairman and performance pay to the Managing
Director are decided by the Board of Directors every year based on performance of the company, terms of appointment and applicable statutory provision. Remuneration is paid as per remuneration policy of the company.
19. PERFORMANCE EVALUATION
The company has a Policy on Nomination & Remuneration and Evaluation of directors etc. The Board of Directors evaluates its own performance, that of Committee(s) and individual director(s) on annual basis in the manner envisaged by the Nomination & Remuneration Committee (NRC) of the Board. Nomination & Remuneration Committee (NRC) also ensures that evaluation process is carried out by the Board every year as per the prescribed method.
20. 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 Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
21. 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-IV to this Report.
22. 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-V to Directors'' Report.
23. AUDITORS
The members at the last Annual General Meeting held on 14th Sept., 2017 appointed M/s Jain Pramod Jain & Co., Chartered Accountants, New Delhi as statutory auditors of the company to hold office from 78th AGM till the conclusion of 83rd AGM of the company.
24. COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013 read with the Rules made thereunder, the Board of Directors on the recommendation of Audit & Risk Management Committee has appointed M/s K.B. Saxena & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18.
25. AUDITORS'' REPORT
i) Statutory Audit:
There is no observation, qualification or adverse remark in the Audit Report for the year 2017-18.
ii) Secretarial Audit:
M/s D. Dutt & Co., company secretary in practice, secretarial auditor of the company has competed secretarial audit for FY 2017-18. Secretarial audit report is attached as Annexure-VI.
26. 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 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 1 34(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-VII in Form AOC-2 and the same forms part of this report.
27. RISK MANAGEMENT
The Company is having Risk Management framework covering identification, evaluation and control measures to mitigate the identified business risks.
28. 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 2017-18.
29. ACKNOWLEDGEMENT
The Board of Directors place on record their gratitude for the excellent support and efforts put in by all the Stakeholders viz., employees, bankers, investors, dealers, suppliers and Government authorities.
For and on behalf of the Board |
|
Place : Kolkata |
G. P. Goenka |
Date : 21st May, 2018 |
Executive Chairman |
ANNEXURE-I
Form No. MGT-9 EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I.. |
REGISTRATION AND OTHER DETAILS |
|
i) |
CIN |
L21011WB1936PLC008726 |
ii) |
Registration Date |
31-08-1936 |
iii) |
Name of the Company |
Star Paper Mills Limited |
iv) |
Category / Sub-Category of the Company |
Public Company / Limited by shares |
v) |
Address of the Registered office and contact details |
''Duncan House'' 2nd Floor, 31, N.S Road, Kolkata - 700001 . Tel: 033- 22427380 Fax:l 033-22427383 |
vi) |
Whether listed company |
Yes |
vii) |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
Karvy Computershare Private Limited 6th Floor, Karvy Selenium Tower B Plot 31-32, Gachibowli, Financial District Nanakramguda, Hyderabad -500 032 Tel: 040- 67161585 Toll Free No: 1800 3454001 Fax:040-23001153 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company
SI. No. |
Name and description of main products/ services |
NIC code of Product |
% of total turnover of the company |
1 |
Paper |
1 70-Manufacture of paper and paper products |
96.50% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
SI. No. |
Name and address of the company |
CIN |
Holding/Subsidiary/Associate |
% of share held |
Applicable section |
1 |
ISG Traders Ltd. |
L51909WB1943PLC011567 |
STAR is associate of ISG Traders Ltd. |
32.70% -shares in STAR held by ISG Traders Ltd. |
2(6) |
IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)
i) Category-wise Share Holding as per Attachment-A
ii) Shareholding of Promoters as per Attachment-B
iii) Change in Promoters'' Shareholding as per Attachment-C
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) as per Attachment-D
v) Shareholding of Directors and Key Managerial Personnel As per Attachment-E
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment as per Attachment-F
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL -as per Attachment G.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES -There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.
ATTACHMENT-A
i) Category-wise shareholding
Category Code |
Category Of Shareholder |
No. of shares held at the beginning of the year-as on 01.04.2017 |
No. of shares held at the end of the year -as on 31.03.2018 |
% change during the year |
||||||
Demat |
Physical |
Total |
% of Total shares |
Demat |
Physical |
Total |
% of total shares |
|||
(A) |
PROMOTER AND PROMOTER GROUP |
|||||||||
(1) |
INDIAN |
|||||||||
(a) |
Individual /HUF |
45500 |
0 |
45500 |
0.29% |
45500 |
0 |
45500 |
0.29% |
0.00 |
(b) |
Central Government/State Governments) |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0.00 |
(c) |
Bodies Corporate |
7210244 |
300 |
7210544 |
46.20% |
7140644 |
300 |
7140944 |
45.75% |
-0.45% |
(d) |
Financial Institutions / Banks |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0.00 |
(e) |
Others |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0.00 |
Sub-Total A(l) : |
7255744 |
300 |
7256044 |
46.49% |
7186144 |
300 |
7186444 |
46.04% |
-0.45% |
|
(2) |
FOREIGN |
|||||||||
(a) |
Individuals (NRIs/Foreign Individuals) |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(b) |
Bodies Corporate |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(c) |
Institutions |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(d) |
Qualified Foreign Investor |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
|
(e) |
Others |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
|
Sub-Total A(2) : |
0 |
0 |
0 |
0 |
0 |
0 |
0.00 |
0.00 |
||
Total A=A(1 ) A(2) |
7255744 |
300 |
7256044 |
46.49% |
7186144 |
300 |
7186444 |
46.04% |
-0.45% |
|
(B) |
PUBLIC SHAREHOLDING |
|||||||||
(1) |
INSTITUTIONS |
|||||||||
(a) |
Mutual Funds |
0 |
1510 |
1510 |
0.01% |
0 |
100 |
100 |
0.00% |
0 |
(b) |
Financial Institutions /Banks |
33527 |
1835 |
35362 |
0.23% |
44368 |
1220 |
45588 |
0.29% |
0.07% |
(c) |
Central Government / State Government(s) |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0 |
(d) |
Venture Capital Funds |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0 |
(e) |
Insurance Companies |
100250 |
300 |
100550 |
0.64% |
250 |
300 |
550 |
0.00% |
-0.64% |
(f) |
Foreign Institutional Investors |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0 |
(g) |
Foreign Venture Capital Investors |
0 |
0 |
0 |
0.00% |
0 |
0 |
0 |
0.00% |
0 |
(4 |
Foreign Portfolio Investor |
38529 |
0 |
38529 |
0.25% |
286622 |
0 |
286622 |
1.84% |
1.58% |
(2) |
NON-INSTITUTIONS |
|||||||||
(a) |
Bodies Corporate |
1303324 |
11841 |
1315165 |
8.43% |
979712 |
2807 |
982519 |
6.29% |
-2.13% |
(b) |
Individuals |
|||||||||
(i) Individuals holding nominal share capital upto Rs.2 lacs |
3802928 |
174523 |
3977451 |
25.48% |
4172787 |
124763 |
4297550 |
27.53% |
2.05% |
|
(ii) Individuals holding nominal share capital in excess of Rs. 2 lacs |
2540667 |
0 |
2540667 |
16.28% |
2510258 |
0 |
2510258 |
16.08% |
-0.19% |
|
(c) |
Others: |
|||||||||
Clearing members |
195270 |
0 |
195270 |
1.25% |
60222 |
0 |
60222 |
0.39% |
-0.87% |
|
Non Resident Indians |
145082 |
280 |
145362 |
0.93% |
161257 |
0 |
161257 |
1.03% |
0.10% |
|
IEPF |
0 |
0 |
0 |
0.00% |
62050 |
0 |
62050 |
0.40% |
0.40% |
|
NBFC registered with RBI |
1750 |
0 |
1750 |
0.01% |
14500 |
0 |
14500 |
0.09% |
0.09% |
|
SubTotal B(2) : |
7989021 |
186644 |
8175665 |
52.38% |
7960786 |
127570 |
8088356 |
51.82% |
-0.55% |
|
Total B=B(1) B(2) : |
8162017 |
190289 |
8352306 |
53.51% |
8292716 |
129190 |
8421906 |
53.96% |
0.45% |
|
Total (A B) : |
15417761 |
190589 |
15608350 |
100.00% |
15478860 |
129490 |
15608350 |
1 00.00% |
0.00% |
|
(C) |
Shares held by custodians, against which Depository Receipts have been issued |
|||||||||
(1) |
Promoter and Promoter Group |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
(2) |
Public |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
GRAND TOTAL (A B C) : |
15417761 |
190589 |
15608350 |
1 00.00% |
15478860 |
129490 |
15608350 |
100.00% |
0.00 |
ATTACHMENT-B
ii) Shareholding of Promoters
Shareholding at beginning of the year-01.04.2017 |
Shareholding at the end of the year-31.03.2018 |
|||||||
Sr. No. |
Shareholders'' name |
No. of Shares held |
% of total shares of the company |
% of shares pledged/ encumbered to total shares |
No. of Shares held |
% of total shares of the company |
% of shares pledged/ encumbered to total shares |
% change in shareholding during the year |
1 |
ISG TRADERS LIMITED |
5174344 |
33.15 |
18.45 |
5104744 |
32.71 |
18.00 |
-0.45 |
2 |
ALBERT TRADING COMPANY PRIVATE LIMITED |
905200 |
5.80 |
0 |
905200 |
5.80 |
0 |
0.00 |
3 |
SILENT VALLEY INVESTMENTS LIMITED |
621000 |
3.98 |
1.12 |
621000 |
3.98 |
1.12 |
0.00 |
4 |
CONTINUOUS FORMS (CALCUTTA) LTD |
510000 |
3.27 |
3.20 |
510000 |
3.27 |
3.20 |
0.00 |
5 |
SHRIVARDHAN GOENKA |
45500 |
0.29 |
0 |
45500 |
0.29 |
0 |
0.00 |
Total |
7256044 |
46.49 |
22.77 |
7186444 |
46.04 |
22.32 |
-0.45 |
ATTACHMENT-C
iii) Change in Promoters'' shareholding
Sr. No. |
Shareholding at beginning of the year |
Cumulative Shareholding during the year |
|||
No. of Shares |
% of total shares of the company |
No. of Shares |
% of total shares of the company |
||
1 |
At the beginning of the year |
7256044 |
46.49 |
7256044 |
46.49 |
2 |
(-) Pledged shares invoked by the Pledgee on 16.03.2018 |
-69600 |
-0.45 |
7186444 |
46.04 |
3 |
At the end of the year |
7186444 |
46.04 |
7186444 |
46.04 |
ATTACHMENT-D
iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Sr. No. |
Top 10 Shareholders* |
Shareholding at beginning of the year-01.04.2017 |
Cumulative Shareholding at the end of the year 31.03.2018 |
||
No. of Shares |
% of total shares of the company |
No. of Shares |
% of total shares of the company |
||
1 |
Kanta Chhajer |
0 |
0.00% |
337302 |
2.16% |
2 |
Anil Kumar Goel |
213440 |
1.37% |
309000 |
1.98% |
3 |
Sunita Santosh Goenka |
335269 |
2.15% |
260503 |
1.67% |
4 |
Abhay Krishi Udyog Private Limited |
239523 |
1.53% |
239523 |
1.53% |
5 |
Santosh Sitaram Goenka |
369896 |
2.37% |
222086 |
1.42% |
6 |
Supriya Punit Agarwal |
254692 |
1.63% |
203325 |
1.30% |
7 |
Seema Goel |
90000 |
0.58% |
153000 |
0.98% |
8 |
AJO Emerging Markets Small Cap Master Fund Ltd. |
0 |
0.00% |
147306 |
0.94% |
9 |
Muktilal Ganulal Paldiwal |
144601 |
0.93% |
130037 |
0.83% |
10 |
Surendra Chhajer |
0 |
0.00% |
88923 |
0.57% |
*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated
ATTACHMENT-E
v) Shareholding of Directors and Key Managerial Personnel (KMP)
Sr. No |
Name of Director/KMP |
Shareholding at beginning of the year-01.04.2017 |
Cumulative Shareholding at the end of the year 31.03.2018 |
||
No. of Shares |
% of total shares of the company |
No. of Shares |
% of total shares of the company |
||
1 |
Mr. Shrivardhan Goenka-Director |
45500 |
0.29% |
45500 |
0.29% |
Note-There is no change in Director''s Shareholding between 01.04.2017 to 31.03.2018
V) Indebtedness
Indebtedness of the Company including interest outstanding / accrued but not due for payment
(Rs. in Lacs) |
||||
Secured Loans excluding deposits |
Unsecured loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year 01.04.17 |
||||
i. Principal Amount |
111.53 |
313.24 |
424.77 |
|
ii. Interest due but not paid |
- |
- |
- |
|
iii. Interest accrued but not due |
184.71 |
184.71 |
||
Total (i ii iii) |
111.53 |
497.95 |
- |
609.48 |
Change in indebtedness during the financial year |
||||
-Addition |
- |
- |
||
-Reduction |
-111.53 |
-125.32 |
-236.85 |
|
Net Change |
-111.53 |
-125.32 |
-236.85 |
|
Indebtedness at the end of the financial year 31.03.17 |
||||
i. Principal Amount |
0 |
153.24 |
- |
153.24 |
ii. Interest due but not paid |
||||
iii. Interest accrued but not due |
219.39 |
- |
219.39 |
|
Total (i ii iii) |
0 |
372.63 |
- |
372.63 |
ATTACHMENT-G
VI) Remuneration of Directors and Key Managerial Personnel
a. Remuneration to Managing Director, Whole-time Directors and / or Manager:
(Rs in Lacs) |
||||
Name of MD/WTD/Manager |
Total Amt. |
|||
Sr. No. |
Particulars of Remuneration |
Mr. G.P. Goenka, Executive Chairman |
Mr. Madhukar Mishra, Managing Director |
|
1 |
Gross salary |
|||
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 |
89.00 |
172.00 |
261.00 |
|
(b) Value of perguisites u/s 17(2) of the Income-tax Act, 1 961 |
12.15 |
33.37 |
45.52 |
|
(c) Profits in lieu of salary under Section 1 7(3) of the Income tax Act, 1961 |
- |
- |
||
2 |
Stock Option |
|||
3 |
Sweat Eguity |
- |
- |
|
4 |
Commission- as % of profit |
125.00 |
125.00 |
|
5 |
Others |
7.92 |
5.33 |
13.25 |
Total |
234.07 |
210.70 |
444.77 |
|
Ceiling as per the Act |
5% of net profits as per Sec. 198 of the Companies Act, 2013 |
5% of net profits as per Sec. 198 of the Companies Act, 2013 |
b. Remuneration to other directors:
Independent Directors and non-executive directors are only paid sitting fees for attending Board /committee meetings. Kindly refer ''Corporate Governance Report'' for details of sitting fees paid to Independent Directors and non-executive directors during the FY 2017-18.
c. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: |
(Rs. in Lacs) |
||
Sr. No. |
Particulars of Remuneration |
Mr. P.K. Agrawal-Chief Financial Officer |
Mr. Saurabh Arora-Company Secretary |
1 |
Gross salary |
||
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 |
25.27 |
10.06 |
|
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 |
2.35 |
0.27 |
|
(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961 |
- |
||
2 |
Stock Option |
- |
|
3 |
Sweat Equity |
||
4 |
Commission-as % of profit |
- |
|
5 |
Others |
0.79 |
0.40 |
Total |
28.41 |
10.73 |
For and on behalf of the Board |
|
Place : Kolkata |
G. P. Goenka |
Date : 21st May, 2018 |
Executive Chairman |
ANNEXURE-II Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18
1 . A brief outline of the Company''s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the Policy and projects or programs and the composition of CSR Committee. |
Please refer to Section Corporate Social Responsibility (CSR) in the Directors'' Report. |
2. Average net profit of the Company for last three financial years |
Rs. 3192.38 lacs |
3. Prescribed CSR Expenditure (two percent of the amount mentioned in item 2 above) |
Rs. 63.85 lacs |
4. Details of CSR spent during the financial year: |
Rs. 66.54 lacs |
-Total amount spent for the financial year -Amount unspent, if any -Manner in which the amount spent during the financial year |
Not Applicable Details given below |
Details of amount spent on CSR activities during the financial year 2017-18
(Rs. in lakhs) |
|||||||
Sr. |
CSR project or activity identified |
Sector in which Project is covered |
Projects or Programs (1) Local area or other (2) Specify the State and District where projects or programs were undertaken |
Amount outlay (budget) project or program wise |
Amount outlay (budget)project or program wise Sub heads (1) Direct expenditure on projects or programs (2) Overheads |
Cumulative expenditure upto the reporting period |
Amount spent Direct or through implementing Agency |
1 |
-Donation for building infrastructure for Charitible education Society. |
Promoting education, including special education |
Delhi-NCR |
25.00 |
25.00 |
25.00 |
Direct |
2 |
-Promotional expenses in respect of forest safety/ escaping forest from fire. |
Ensuring environmental sustainability/ ecological balance |
Saharanpur |
0.17 |
0.17 |
0.17 |
Direct |
3 |
-Donation to School/College |
Promoting education, including special education |
Saharanpur |
1.50 |
1.50 |
1.50 |
Direct |
4 |
Installation of Solar LED street light. |
Ensuring environmental sustainability/ ecological balance |
Saharanpur |
22.25 |
22.25 |
22.25 |
Direct |
5 |
Installation of Hand pumps for sourcing water & provision of 2 nos. of RO-Water purifier |
Promotion of sanitation and making available safe drinking water |
Saharanpur |
15.13 |
15.13 |
15.13 |
Direct |
6 |
Various Health Camps organized during 2017-18 |
Preventive Health care |
Saharanpur |
0.87 |
0.87 |
0.87 |
Direct |
7 |
Distribution of Sewing machine to women |
Promoting employment enhancing vocation skills among women |
Saharanpur |
1.46 |
1.46 |
1.46 |
Direct |
8 |
Distribution of blankets |
Measure to reduce inequalities faced by economically backward people |
Saharanpur |
0.16 |
0.16 |
0.16 |
Direct |
Responsibility Statement:
The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and Policy of the Company.
Madhukar Mishra |
Shrivardhan Goenka |
Managing Director |
Chairman, CSR Committee |
21st May, 2018 |
ANNEXURE-III
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as under:
A. PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYI.
I. The company has taken following measures for conservation of energy:
i) Optimization of vacuum system of PM-II, PM-III and PM-IV resulting in power saving.
ii) Re-circulation of treated ETP water in NCG cooling system and vacuum system of Mud washer filter resulting in lesser withdrawal of fresh water and
power saving.
lii) Erection and commissioning of MC pump at Bleached HD tower resulted in power saving.
iv) Optimization of Digester blow line which resulted in steam saving.
v) Commissioning of Micro plate settler on PM-II which resulted in fresh water saving and thus power saving.
vi) Installation of LED in place of conventional lights for power saving.
II. Additional investments and proposals being implemented for reduction in consumption of energy:
i) Modification of blow line of other Digesters also for saving steam.
ii) Commissioning of Micro plate settler on PM-I to reduce fresh water consumption.
lii) Modification in Pulp Mill to increase concentration of black liquor to reduce steam consumption.
iv) Replacement of vacuum pumps with energy efficient pumps.
III. The above projects given in I. above involved a cost of approximately Rs. 150 lacs. Impacts of aforesaid measures are as under:
i) Reduction in energy consumption and thus energy costs,
ii) Reduction in fresh water consumption.
IV. Steps taken for utilizing alternate sources of energy:
i) Successful commissioning of Bio-gassification plant.
ii) Modification in the system to improve recovery of black liquor resulting in increased steam from non-conventional source.
B. TECHNOLOGY ABSORPTION:
I. Research and Development (R&D)
Department of Science and Industrial Research (DSIR), Ministry of Science and Technology, Government of India recognizes our in-house Research & Development (R&D) Department. Your company has undertaken the following R&D activities during the FY 2017-18:
1. The major areas in which the company carried in-house R&D projects are as under:
a) Development of new varieties.
b) Pulping of new species of fibrous raw material.
c) Optimization of back water circulation.
d) Automated control of ash in PM-II.
2. Benefits derived as a result of above R&D projects
a) Potential to explore new market segment.
b) Inclusion of new varieties of fibrous raw material for making pulp.
c) Improvement in the quality of existing products and cost reduction.
d) Reduction in fresh water consumption.
3. Future Plan of Action
a) Development of new grades of paper.
b) Further optimization of water consumption to reduce fresh water consumption.
c) Exploring the possibilities of recycled effluent usage in the process.
d) Adaption of technology/ equipment to save fiber at paper machine itself.
4. Expenditure on R&D- |
Rs in lacs |
a) Capital |
Nil. |
b) Revenue |
78.00 |
c) Total |
78.00 |
d) R&D Expenditure as a percentage of total Turnover |
0.22% |
II. Technology absorption, adaptation & innovation
Efforts made, in brief, towards Technology absorption, adaptation & innovation and Benefits derived are as under :
a) Installation of online stack monitoring system.
b) Installation and commissioning of Micro-plate settler on PM-II which resulted in reduction of fiber losses and fresh water consumption.
III. Information related to imported technology:
(a) Technology imported |
Nil |
(b) Year of import & country |
Nil |
(c) Has technology been fully absorbed? |
N.A. |
(d) If not fully absorbed, areas where it has not taken place, reasons there for and future plans of action. |
N.A |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Earnings - |
Rs. 275.16 lacs |
Outgo- |
Rs. 328.85 lacs |
For and on behalf of the Board |
|
Place : Kolkata |
G. P. Goenka |
Date : 21st May , 2018 |
Executive Chairman |
ANNEXURE-IV DIRECTORS'' RESPONSIBILITY STATEMENT
As required under the provisions of Section 1 34(5) of the Companies Act, 2013 the Board wishes to confirm that:
1. In preparation of accounts, applicable accounting standards have been followed .
2. Such accounting policies as were reasonable and prudent were selected in preparing the accounts and these were applied consistently. Further judgements and estimates that were reasonable and prudent were also made in the course of preparing the accounts so as to give a true and fair view of the Company''s state of the affairs as at the end of the financial year and its profit for financial year ended 31st March, 201 8.
3. Proper and sufficient care was taken for the maintenance of proper accounting records in accordance with the provisions of the Companies Act, 201 3 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.
4. The accounts have been prepared on going concern basis.
5. The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively.
6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and with laid down internal financial controls to be followed by the company and such system are adequate and operating effectively.
For and on behalf of the Board |
|
Place : Kolkata |
G. P. Goenka |
Date : 21st May , 2018 |
Executive Chairman |
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