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Star Paper Mills Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 254.90 Cr. P/BV 0.37 Book Value (Rs.) 436.24
52 Week High/Low (Rs.) 231/152 FV/ML 10/1 P/E(X) 6.20
Bookclosure 18/09/2025 EPS (Rs.) 26.36 Div Yield (%) 2.14
Year End :2025-03 

1. FINANCIAL HIGHLIGHTS

Audited financial results for the financial year ended on 31st March, 2025 are summarised below:

AUDITED FINANCIAL RESULTS

(I in Crores)

Particulars

FY ended 31st March, 2025

FY ended 31st March, 2024

Profit before interest and depreciation

60.79

88.98

Interest and finance charges

0.96

0.84

Depreciation

6.39

5.44

Profit before Exceptional Items

53.44

82.70

Exceptional & non-recurring items

-

(1.80)

Profit before tax

53.44

80.90

Provision for Income Tax

12.30

16.90

Profit after tax (PAT)

41.14

64.00

Earning per share (EPS)- in Rupees

26.36

41.01

2. DIVIDEND & TRANSFER TO RESERVES

Considering the financial performance of the company for the financial year ended 31st March, 2025 and the present position of
the Industry, the Board of Directors is pleased to recommend a dividend of Rs. 3.50/- per equity share (35%) of Rs. 10/- each for
the year ended 31st March, 2025 subject to approval of the Shareholders at the ensuing Annual General Meeting.

The company has not transferred any amount of profits for the year to General Reserve.

3. STATE OF THE COMPANY AFFAIRS
Review of performance for the year 2024-25:

There has been an upsurge in Imports at low prices from FTA areas which adversely impacted the domestic paper industry both
in terms of domestic market share and product prices. At the same time, wood prices have been continuously increasing. These
factors combined have led to lower margins.

Amid these challenges, your company reported a Profit after tax (PAT) of Rs. 41.14 Crores for the year 2024-25 as against Rs.
64.00 Crores for the previous financial year.

There have been no material changes and/or commitments affecting the financial position of the company since the close
of financial year till date of this report. Further, there is no change in nature of business of the company during the year under
review.

Expectations for the year 2025-26:

While the factors outlined above continue to play out in the current financial year, additional uncertainty has been injected in the
global trade system by recent tariff changes in two major economies. It is as yet unclear how long this will prevail, what will be
the final outcome and its impact if any on Global paper trade and Indian Industry. We expect Domestic demand to grow in step
with the Country's economy but Global factors will impinge on Paper Industry's performance.

4. ANNUAL- RETURN EXTRACTS

Pursuant to Section 134(3)(m) of the Companies Act, 2013, Annual Return in the prescribed format is available at https://
starpapers.com/pdf/ann_return_2025.pdf

5. BOARD MEETINGS/AUDIT COMMITTEE

a) During the financial year ended 31st March, 2025, five (5) meetings of the Board of Directors were held on 24th May, 2024,
13th Aug., 2024, 27th Sept., 2024, 14th Nov., 2024 and 12th Feb., 2025.

b) Audit & Risk Management Committee-

The Company has constituted the Audit & Risk Management Committee of the Board pursuant to Section 177 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 2024-25.

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

Your Company is committed to provide safe working conditions and healthy environment to its stakeholders. STAR is accredited
with IS/ISO 9001:2015, IS/ISO 14001: 2015, and IS/ISO 45001:2008 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 the requisite environmental clearances from the Government Departments as per the legal requirements.

The company has been conferred the following awards during the year 2024-25:

i) Excellent/Par Excellence Awards in 38th National Quality Circle Conventions held at Gwalior organized by Quality Circle
Forum of India, Hyderabad.

ii) Gold Awards in 49th International Quality Circle Convention held in Sri Lanka organized by Sri Lanka Association for
Advancement of Quality & Productivity (SLAAQP).

iii) Gold Awards in Chapter Convention on Quality Concepts held at Varanasi organized by Quality Circle Forum of India,
Hyderabad.

iv) Platinum Award under Apex India Green Leaf Award 2024 for water stewardship by Apex India Foundation.

v) Award for outstanding achievement in ensuring Environment Protection in 24th Global Greentech Environment &
Sustainability Awards, 2025 by Greentech Foundation, New Delhi.

9. SOCIAL FARM FORESTRY

As in the past, the company continues to assist pulpwood plantation with active co-operation of the farmers. Your company has
increased its Clonal Multiplication capacity to further enhance plantation activity in coming years.

The program is of immense importance as it increases green cover, enhance raw material base and supplement rural income
generation.

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, 2025. (Rs. Nil as on
31st March, 2024).

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.

During the year, no instance of any fraud was reported by the statutory auditors of the company under section 143(12) of the
Companies Act, 2013.

12. REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has adopted a policy on Corporate Social Responsibility (CSR) to fulfill its obligation towards the society. 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 financial year ended 31st March, 2025 is provided 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 being eligible, offers himself for re-appointment. The Board recommends his
re-appointment as a Director of the company

ii) Dr. (Mrs) Sheela Bhide (DIN-01843547) resigned from Directorship of the company w.e.f 31.05.2024 due to personal
reasons.

iii) Mr. Shiromani Sharma (DIN-00014619) and Mr. C.M Vasudev (DIN-00143885), Independent Directors of the company
have retired from Directorship of the company post completion of their respective tenures on closing hours on 27.09.2024.

iv) Mr. Anoop Mishra (DIN-02849054) and Mr. Atul Mani Sharma (DIN-10791352) have been appointed as Independent
Directors of the company w.e.f 28.09.2024.

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 178 (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
https://starpapers.com/pdf/familarisation prog1.pdf

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 particulars of loan, guarantees or investments under section 186 of the Companies Act, 2013 have been given in the
financial statements.

16. SUBSIDIARY/JOINT VENTUE/ASSOCIATE COMPANIES

No company has become or ceased to be the 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
134(3)(m) of the Companies Act, 2013 read with the Companies (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 of Managerial Personnel) Rules, 2014 regarding employees' remuneration are
given hereunder:

i) Name of the employee who is in receipt of remuneration of Rs. 8.50 lacs per month/ Rs. 102 lacs per annum or more during
the financial year 2024-25:

Sr.

Name &
Designation

Remuneration*

recd.-(lacs)

Nature of
employment

Qualification &
experience

Date of com¬
mencement of
employment

Age

Last employment
held

% of
equity
shares
held

Whether
relative to
director

1

Mr. Madhukar
Mishra, Manag¬
ing Director

476.89

Contractual

B. Sc., DMS
(Mgt.)

45 years

01/07/2001

68

years

Sr. VP (Corporate
Planning) -Dail
Consultants 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. Shiromani Sharma*

2,80,000

3,78,528

0.74

Mr. Shrivardhan Goenka

4,40,000

3,78,528

1.16

Mr. C.M. Vasudev*

2,80,000

3,78,528

0.74

Mrs. Pragya Jhunjhunwala

2,40,000

3,78,528

0.63

Dr. (Mrs) Sheela Bhide**

40,000

3,78,528

0.11

Dr. R.C. Lodha

2,80,000

3,78,528

0.74

Mr. Atul Mani Sharma

1,20,000

3,78,528

0.32

Mr. Anoop Mishra

2,40,000

3,78,528

0.63

Mr. Madhukar Mishra

4,76,89,222

3,78,528

125.98

* Retired from Directorship of the company post completion of their respective tenures on 27.09.2024.
** Resigned from Directorship of the company w.e.f. 31st May, 2024.

Official Name

Year 2024-25 Remuneration-Rs. In lacs

% increase in remuneration

Directors

Non-executive Directors are receiving only sitting fees for attending
meetings @ Rs. 40,000/- per Board/Committee meeting.

Managing Director

476.89

3.7%

Chief Financial Officer

44.64

15.0%

Company Secretary

23.10

5.0%

c) There was no % increase in median remuneration of employees in the financial year 2024-25 vis-a-vis the preceding year.

d) There were 382 permanent employees on the rolls of the company as on 31.03.2025.

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) Average percentage increase in salaries of employees vis-a-vis managerial personnel - Average percentage increase in
salaries of employees was 5.2% vis-a-vis 7.9% in salary of managerial personnel for FY 2024-25.

g) No director is getting any variable component of remuneration except performance pay to the Managing Director as
decided by the Board of Directors every year based on performance of the company, terms of appointment and applicable
statutory provision. Remuneration is 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

The company has a structured approach to manage its human assets as per the emerging needs of the company. Industrial
relations remained cordial during the year 2024-25.

The company has zero tolerance against any sexual harassment of woman at workplance. During the year under review, there
was no case reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There was no complaint pending at the beginning and closure of the year.

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-III 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-IV to Directors' Report.

23. AUDITORS

The members at their 83rd Annual General Meeting held on 21st Sept., 2022 appointed M/s Lodha & Co., Chartered Accountants,
Kolkata as statutory auditors of the company to hold office from the conclusion of 83rd AGM till the conclusion of 88th AGM of
the company.

24. COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 read with the Rules made thereunder, the company is required to maintain
cost records and accordingly such accounts and records are maintained. The Board of Directors on the recommendation of

Audit & Risk Management Committee has appointed M/s K.B. Saxena & Associates, Cost Accountants, Lucknow as the Cost
Auditors of the Company for the financial year 2024-25.

25. AUDITORS' REPORT

i) Statutory Audit:

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

ii) Secretarial Audit:

M/s D. Dutt & Co., company secretary in practice, secretarial auditor of the company has done secretarial audit for FY
2024-25. Secretarial audit report is attached as
Annexure-V. The observations of the secretarial auditor in the report are
self-explanatory.

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 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.

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 2024-25.

29. ACKNOWLEDGEMENT

The Board of Directors place on record their gratitude for valuable support and contribution of all the Stakeholders viz.,
employees, bankers, investors, customers, suppliers and the Government Departments during the year 2024-25.

For and on behalf of the Board

Shrivardhan Goenka Madhukar Mishra

Date : 29th May, 2025 Director Managing Director


 
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