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Star Paper Mills Ltd.

BSE: 516022 Sector: Industrials
NSE: STARPAPER ISIN Code: INE733A01018
BSE 00:00 | 27 Sep 183.85 -0.35
(-0.19%)
OPEN

183.00

HIGH

188.05

LOW

181.25

NSE 00:00 | 27 Sep 183.70 -1.05
(-0.57%)
OPEN

186.00

HIGH

188.25

LOW

182.00

OPEN 183.00
PREVIOUS CLOSE 184.20
VOLUME 6226
52-Week high 220.75
52-Week low 110.45
P/E 6.09
Mkt Cap.(Rs cr) 287
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 183.00
CLOSE 184.20
VOLUME 6226
52-Week high 220.75
52-Week low 110.45
P/E 6.09
Mkt Cap.(Rs cr) 287
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Star Paper Mills Ltd. (STARPAPER) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your company is pleased to present the Directors' Reporttogether with Audited Financial Results of the company for the year ended 31stMarch 2021.

1. FINANCIAL HIGHLIGHTS

Audited financial results for the year ended 31st March 2021 are summarisedbelow:

AUDITED FINANCIAL RESULTS

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Profit before interest and depreciation 30.69 54.96
Interest and finance charges 0.58 0.65
Depreciation 5.23 5.16
Profit before Exceptional Items 24.88 49.15
Exceptional & non-recurring items - -
Profit before tax 24.88 49.15
Provision for Income Tax 7.37 11.88
Profit after tax (PAT) 17.51 37.27
Earning per share (EPS)- in Rupees 11.22 23.88

2. DIVIDEND & TRANSFER TO RESERVES

In view of challenging scenario due to COVID-19 pandemic and performance of the companyfor the year 2020-21 the Board of Directors is pleased to recommend a dividend of Rs.2.50/- per equity share (25%) subject to approval of the Shareholders at the ensuingAnnual General Meeting. The company has not transferred any amount of profits for the yearto General Reserve.

3. STATE OF THE COMPANY AFFAIRS Review of performance for the year 2020-21 :

COVID-19 pandemic has impacted businesses globally and in India. There was severedisruption to regular business operations and supply-chain due to lockdowns during thefirst quarter of FY 2020-21. However pace of the pandemic gradually slowed down fromJune 2020 onwards.

Production and Sales volume for the year 2020-21 got impacted due to subdued marketconditions on account of the pandemic. In the depressed market we adopted appropriatebusiness strategies to garner volumes and protect realisation to the extent feasible.Situiation had improved by end of the period on both Realisation and Volume fronts. Inputprices particularly Chemicals and Engineering items showed a rising trend.

Your company reported a Profit after tax (PBT) of Rs. 17.51 Crores for the year 2020-21as against Rs. 37.27 Crores for FY 2019-20.

There is no change in the nature of the business of the company during the year. Thecompany does not have any major pending contract/agreement non-fulfilment of which mayhave significant impact on company's business. Your company has continued its assessmentof any adverse impact on economic environment in general and financial risks on account ofCOVID-19.

Expectations for the year 2021-22:

The Country is currently facing second wave of COVID-19 pandemic the impact of whichappears to be quite severe. Many consuming sectors have been impacted due to restrictionsplaced to combat spread of the Pandemic. Paper Industry performance would also largelydepend upon reopening of school colleges and other educational institutions at the fullscale as well as complete revival of other consuming sectors. Pace and extent of demandrecovery is uncertain at this point in time.

It is therefore very difficult to forecast anything with certainty in the currentsituation.

4. ANNUAL- RETURN EXTRACTS

Pursuant to section 134(3)(a) of the Companies Act 2013 Annual Return in theprescribed format is available at : https://starpapers.com/ann_return_2021.pdf

5 BOARD MEETINGS/AUDIT COMMITTEE

a) During the year ended 31st March 2021 Four (4) meetings of the Board of Directorswere held on 31st July 2020; 26th Aug. 2020; 9th Nov.2020; 10th Feb. 2021.

b) Audit & Risk Management Committee-

The Company has constituted the Audit & Risk Management Committee of the Boardpursuant to Section 177 of the Companies Act 2013 and its terms of reference are inconformity with SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. 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 aseparate section forming part of the Annual Report for 202021.

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 thecompany. The company oversees this 'Vigil Mechanism' through the Audit & RiskManagement Committee of the Board.

8. ENVIRONMENT POLLUTION CONTROL AND SAFETY

Your company is committed to provide safe working conditions and healthy environment toall its stakeholders. The company is accredited with ISO 9001 : 2015 ISO 14001: 2015 andISO 18001 :2007 which signifies adoption of integrated quality environment and safetymanagement systems to harmonize Industrial activities with environmental preservation withletter and spirit. The company has requisite environmental consents from the Governmentauthorities.

Your company has been honoured with the following awards during the financial year2020-21:

i) Awards for outstanding achievement in Environment protection in 20th AnnualEnvironment Award by Greentech Foundation New Delhi .

ii) Award for outstanding achievement in ensuring Environmental sustainability in 7thCSR Awards by Greentech Foundation New Delhi

iii) Excellence Award in National Conventional on Quality Concepts-2020 organised byQuality Circle Forum of India.

iv) Platinum Award in 45th International convention on QC Circles-2020 organised byBangladesh Society for Total Quality Management (BSTQM) in Dhaka Bangladesh.

9. SOCIAL FARM FORESTRY

Your company has been promoting and encouraging social farm forestry to increase greencover enhance raw material base and supplement rural income generation.

Social farm forestry program of the company maintained its momentum during the yeartoo. Your company further stepped-up propagation and distribution of clonal plants and thearea coverage during the year.

10. FIXED DEPOSITS

The company has not invited any fixed deposits during the year and as such there hasbeen no default in repayment of deposit or payment of interest thereon during the year.There were no outstanding fixed deposits as on 31st March 2021. (Rs. Nil as on 31stMarch 2020).

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

11. INTERNAL CONTROLS

Your company has adequate internal control systems in place on the basis of whichfinancial accounting is done and periodically financial statements are prepared. SuchInternal control systems are adequate and operating effectively.

There was no instance of any fraud during the year reported by the statutory auditorsof the company under section 143(12) of the Companies Act 2013.

12. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company adopted a policy on Corporate Social Responsibility (CSR) to fulfill itsobligation towards the society. The CSR Policy may be accessed on the company's website athttp://www.starpapers.com. The key philosophy of the Company's CSR initiative is topromote development through social and economic transformation. The composition ofCommittee is mentioned in the Corporate Governance Report.

The Report on CSR activities undertaken during the financial year ended 31st March2021 is annexed herewith marked as Annexure-I.

13. DIRECTORS/KEY MANAGERIAL PERSONNEL/OTHERS

i) Pursuant to Section 152 of the Companies Act 2013 Mr. Shrivardhan Goenka(DIN-00030375) shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. The Board recommends his appointment.

ii) Mr. G.P. Goenka and Ms. Savita L. Acharya have resigned from directorship of thecompany on 30th July 2020 due to personal reasons and some other pre-occupationsrespectively.

iii) The members in their last AGM held on 28th Sept. 2020 have appointed Mr. G.P.Goenka as 'Chairman Emeritus' of the company w.e.f. 28th Sept. 2020 for a period of 3years.

iv) Mr. M.P. Pinto has resigned from directorship of the company w.e.f. 7th May 2021due to old age/personal reason.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 178(6)of the Companies Act 2013 and SEBI Listing Regulations 2015. The company'sfamiliarization program for Independent Directors is posted on the website of the companyand can be accessed athttp://www.starpapers.com/familarisation prog.pd f.

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 includingcriteria for determining qualification positive attitudes independence of a director andother 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 expertiseand experience for appointment of Directors/KMP etc. and recommend to the Board ofDirectors. Directors/ KMP etc shall be appointed as per the procedure laid down inapplicable laws.

The Committee will recommend the remuneration to be paid to Directors/KMP etc requiringCommittee approval as per statutory provisions. The level and composition of remunerationso determined by the Committee shall be reasonable and sufficient to attract retain andmotivate the appointee(s). Nomination and Remuneration Policy of the company can beaccessed from the company website -www.starpapers.com.

15. LOAN GUARANTEE INVESTMENTS ETC.

The particulars of loan guarantees or investments have been given in the financialstatements.

16. SUBSIDIARY/JOINT VENTUE/ASSOCIATE COMPANIES

No company has become or ceased to be the company's subsidiary/joint venture/associatecompany during the year.

17. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

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

18. 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 ofManagerial Personnel) Rules 2014 regarding employees' remuneration are given hereunder:

Name of the employee who is in receipt of remuneration of Rs. Rs. 8.50 lacs per month/Rs. 102 lacs per annum or more during the financial year 2020-21:

Sr. Name & Designation Remuneration * reed.-(lacs) Nature of employment Qualification & experience Date of commenceme nt of employment Age Last employment held % of equity shares held Whether relative to director
1 Mr. G.P Goenka Executive Chairman (upto 30.07.2020) 76.57 Contractual B. Sc. 59 years 07/08/2019 80 Y Executive Director-Duncan Industries Ltd. Nil Yes father of Mr. Shrivardhan Goenka
2 Mr. Madhukar Mishra Managing Director 298.30 -do- B. Sc. DMS (Mgt.) 42 years 01/07/2001 64 Y Sr. VP(Corporate Planning) -Dail Consultants Ltd. Nil No

‘including employer's provident fund contribution if any.

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

Not comparable as employed for part of the year

MR. SHRIVARDHAN GOENKA 360000 317233 1.13
MR. SHIROMANI SHARMA 390000 317233 1.23
MR. C.M. VASUDEV 300000 317233 0.94
MR. M.P. PINTO 210000 317233 0.66
MR. SUNIL SRIVASTAV 150000 317233 0.47
MR. MADHUKAR MISHRA 29830186 317233 94.03

b) % increase in remuneration of each director CEO CFO CS in the financial year2020-21

Official name Year 2020-21 Remuneration-Rs. In lacs % increase in remuneration
Directors

Directors are receiving only sitting fees for attending meetings at a rate of Rs. 30000/- per Board/Committee meeting.

Executive Chairman (upto 30.07.2020) 76.57 NA
Managing Director 298.30 4.6%
Chief Financial Officer 33.17 0.5%
Company Secretary 13.22 0.8%

c) % increase in median remuneration of employees in the financial year 2020-21vis-a-vis the preceding year was 7%.

d) There were 417 permanent employees on the rolls of the company as on 31.03.2021.

e) Average increase in remuneration inter-alia depends upon the inflation individual'sperformance company policy human resource demand- supply position negotiations withtrade 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 3.9% vis-a-vis 2% in salary ofmanagerial personnel for FY 2020-21.

i) No director is getting any variable component of remuneration except commission toExecutive Chairman and performance pay to the Managing Director are decided by the Boardof Directors every year based on performance of the company terms of appointment andapplicable statutory provision. Remuneration is paid as per remuneration policy of thecompany.

19. PERFORMANCE EVALUATION

The company has a Policy on Nomination & Remuneration and Evaluation of directorsetc. The Board of Directors evaluates its own performance that of Committee(s) andindividual 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 theprescribed method.

20. HUMAN RESOURCES AND WELFARE

Your company continues to lay emphasis on regular employee-skill development programsto address the changed working conditions and environment and also needs of theorganisation. Your company enjoys cordial and harmonious relations with its employees atall levels.

Your Directors further state that during the year under review there was no casereported under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

21. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 134(3)(c) Directors ResponsibilityStatement on preparation and presentation of these accounts is as per Annexure-NI to thisReport.

22. CORPORATE GOVERNANCE

A separate report on corporate governance along with a certificate from the statutoryauditors confirming the compliance with corporate governance requirements has been annexedas Annexure-IV to Directors' Report.

23. AUDITORS

The members at its 78th Annual General Meeting held on 14th Sept. 2017 appointed M/sJain Pramod Jain & Co. Chartered Accountants New Delhi as statutory auditors of thecompany to hold office from till the conclusion of 83 rd AGM of the company.

24. COST AUDITORS

Pursuant to Section 148(3) of the Companies Act 2013 read with the Rules madethereunder the company is required to maintain cost records and accordingly such accountsand records are maintained. The Board of Directors on the recommendation of Audit &Risk Management Committee has appointed M/s K.B. Saxena & Associates CostAccountants as the Cost Auditors of the Company for the financial year 2020-21.

25. AUDITORS' REPORT

i) Statutory Audit:

The observations of the auditor read with relevant notes on the financial statementsare self-explanatory.

ii) Secretarial Audit:

M/s D. Dutt & Co. company secretary in practice secretarial auditor of thecompany has done secretarial audit for FY 2020-21. Secretarial audit report is attached asAnnexure-V. The observations of the secretarial auditor in the report areself-explanatory.

26. TRANSACTIONS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the company had not entered into any contract / arrangement /transaction with related parties which could be considered material. Information pursuantto Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014are given in Annexure-VI 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 andcontrol 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 stockexchanges for the financial year 2020-21.

29. ACKNOWLEDGEMENT

The Board of Directors place on record their gratitude for the excellent support andefforts put in by all the Stakeholders viz. employees bankers investors dealerssuppliers and Government authorities in the current challenging time of COVID-19 pandemic.

For and on behalf of the Board
Place : New Delhi Shiromani Sharma
Date : 25th June 2021 Chairman

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