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

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:

*including employer's provident fund contribution.

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

b) % increase in remuneration of each director, CEO, CFO, CS in the financial year 2017-18

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.

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]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

ATTACHMENT-B

ii) Shareholding of Promoters

ATTACHMENT-C

iii) Change in Promoters' shareholding

ATTACHMENT-D

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

*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)

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

ATTACHMENT-G

VI) Remuneration of Directors and Key Managerial Personnel

a. Remuneration to Managing Director, Whole-time Directors and / or Manager:

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.

ANNEXURE-II Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2017-18

Details of amount spent on CSR activities during the financial year 2017-18

Responsibility Statement:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and Policy of the Company.

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.

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:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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.