Star Paper Mills Ltd. — AGM Information 2021

Aug 31, 2021

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STAR PAPER MILLS LIMITED

CIN-L21011WB1936PLC008726

Registered Office:Duncan House, 2nd Floor, 31 Netaji Subhas Road, Kolkata–700 001

Ph. : (033) 22427380-83, Fax : (033)22427383, e-mail : star.cal@starpapers.com website : www.starpapers.com

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 82nd Annual General Meeting of the Shareholders of Star Paper Mills Limited will be held on Friday 24th Sept ., 2021 at 11.00 A.M through Video Conferencing/ Other Audio Visual Means (“VC/OAVM”) facility to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2021 and Statement of Profit & Loss for the financial year ended on that date together with Board of Directors and the Auditors' Report thereon.

2. To declare a dividend on Equity shares.

3. To appoint a Director in place of Mr. Shrivardhan Goenka (DIN:00030375) who retires by rotation at this AGM and being eligible, has offered himself for re-appointment.

SPECIAL BUSINESS :

4. To appoint Mrs. Pragya Jhunjhunwala (DIN: 02315132) as a Director of the company .

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Rules framed thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Mrs. Pragya Jhunjhunwala (DIN: 02315132) who was appointed as Additional Director of the company by the Board of Directors w.e.f 25th June, 2021 and whose term of office expires at this Annual General Meeting (AGM) and in respect of whom the company has received a Notice in writing from a member under section 160 of the Companies Act, 2013 proposing her candidature for the office of Director, be and is hereby appointed as a Director of the company liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof be and is hereby authorized to do all such acts, matters and things as may be required/necessary to give effect to the above resolution.”

5. To approve the remuneration of the Cost Auditors for FY 2021-22.

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the company for the financial year 2021-22, be paid remuneration of Rs. 0.50 lac plus applicable taxes and out-of-pocket expenses.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution and to increase or decrease remuneration.”

By order of the Board of Directors,

13th Aug., 2021 Registered Office: Duncan House, 2nd Floor 31 Netaji Subhas Road Kolkata – 700 001 CIN:L21011WB1936PLC008726

SAURABH ARORA (Company Secretary)

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NOTES :

1. A statement pursuant to Section 102(1) of the Act, relating to the Special Businesses to be transacted at the AGM, is annexed hereto.

2. In view of ongoing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has, vide its circular dated January 13, 2021 read together with circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 (collectively referred to as “MCA Circulars”), permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (”the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. the 82nd AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

nd

1. The Company has enabled the Members to participate at the 82 AGM through the VC facility provided by KFin Technologies Private Limited (KFin), Registrar and Share Transfer Agents (RTA).

2. Further, proceedings of the 82nd AGM will be web-casted live for all the shareholders as on the cut-off date i.e. 17th Sept., 2021. The shareholders can visit https://emeetings.kfintech.com and login through existing user id and password to watch the live proceedings of the 82nd AGM on 24th Sept., 2021 from 11.00 AM IST onwards.

nd

1. Pursuant to MCA Circulars, Members attending the 82 AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

2. Since the 82nd AGM is being held through VC facility as per the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 82nd AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

3. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

4. The company has fixed 17th Sept., 2021 as the 'Record date' for dividend entitlement of members for the year ended 31st March, 2021, if approved at the AGM. The Register of Members of the Company shall remain closed from 18th Sept., 2021 to 24th Sept., 2021 both days inclusive.

5. In line with the MCA Circulars, Notice of the 82nd AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company's website at https://www.starpapers.com under Investor Relations section, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Private Limited.

6. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent (RTA)- KFin Technologies Private Limited.

7. Members desiring any information as regard the Accounts may write to the company at least 10 days before the Annual General Meeting so as to enable the management to keep the information ready at the meeting.

8. Pursuant to the provisions of the Companies Act, 2013, all unclaimed dividends for the period upto and including the year ended 31st March, 2011 have been transferred to the Investor Education and Protection Fund of the Central Government. Further, pursuant to IEPF (Accounting, Audit, Transfer & Refund) Rules, 2016, the company has also transferred shares to IEPF Authority in respect of unclaimed/unpaid dividend already transferred to IEPF fund. Shareholders can claim the above shares and/or dividend from the IEPF Authority by following the prescribed procedure.

9. Members are further requested to notify/send the following to the Registrar and Share Transfer Agents:

10. Intimation of change in address;

11. Particulars of their bank account, in case the same have not been sent earlier;

12. Share certificate(s) held in multiple accounts in individual names or joint names in the same order of names, for consolidation of such shareholdings into one account.

13. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (“the IT Act”). In general, to enable compliance with TDS requirements, Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants ('DPs') or in case shares are held in physical form, with company's RTA i.e KFin Technologies Pvt. Ltd. Further, shareholders of eligible categories are requested to immediately submit their declaration/ documentation claiming exemption from TDS or deduction of TDS at lower rates to the company's RTA .

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1. Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to send the following documents to company's RTA i.e KFin Technologies Private Limited, Selenium, Plot 31 & 32, Gachibowli Financial District, Nanakramguda, Hyderabad-500 032.

2. a) A signed request letter by the first holder, mentioning the name, folio number, complete address and following details relating to bank account in which the dividend is to be received: i) Name of Bank and Branch; ii) Bank Account Number & Type; iii) IFSC Code and iv) 9 digit MICR Code.

3. b) Original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

4. c) Self-attested copy of the PAN Card; and

5. d) Self-attested copy of any document (AADHAR Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

(A) INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC :

• a) Members may access the platform to attend the AGM through VC at https://emeetings.kfintech.com by using their remote e-voting credentials. The link for the AGM will be available in the shareholder/Members login where the “Event” and the “Name of the company” can be selected. Please note that the Members who have not registered their e-mail address or do not have the User ID and Password for e- voting or have forgotten the User ID and Password may retrieve the same by following the instructions as mentioned hereinafter.

• b) Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for members on first come first served basis upto 1000 members.

• c) Members are encouraged to join the Meeting using Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge or Mozilla Firefox 22.

• d) Members will be required to grant access to the web-cam to enable two-way video conferencing. Members are also advised to use stable Wi-Fi or LAN connection to participate at the AGM through VC in a smooth manner. Participants may experience audio/video loss due to fluctuation in their respective networks.

• e) Members who would like to express their views or ask questions during the AGM may register themselves by logging on to https://emeetings.kfintech.com and clicking on the 'Speaker Registration' option available on the screen after log in. The Speaker Registration will be open during 21st Sept., 2021 at 9:00 A.M. To 23rd Sept., 2021 at 5:00 P.M. Only those members who are registered will be allowed to express their views or ask questions. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.

• f) The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting and e- voting during the AGM. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

• g) Members who have not registered their e-mail address and therefore, Annual Report and Notice of AGM could not be served, may temporarily get their e-mail address and mobile number registered with the company's Registrar, by clicking the link: https://ris.kfntech.com/clientservices/mobilereg/mobileemailreg.aspx. for sending the same. In case of any query, member may write to einward.ris@kfintech.com or call on toll free number 1-800-309-4001 . Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications.

(B) INSTRUCTIONS FOR E-VOTING :

(I) Information and instructions for e-voting:

Pursuant to the provisions of Section 108 read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Listing Regulations, the Company is providing to its members facility to cast their vote electronically, through the 'remote e-voting' services provided by KFin Technologies Pvt Ltd (KFIN) on all resolutions set forth in this Notice.

Further, the facility for voting through electronic voting system will also be made available at the Meeting (“Insta Poll”) and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting through Insta Poll.

(a) Infiormation and instructions for 'remote e-voting' by individual shareholders holding shares in demat form:

As per SEBI circular dated 9th Dec., 2020 on e-voting facility provided by Listed Companies, all individual shareholders holding shares of the company in demat form can cast their votes by way of single login credentials, through their demat accounts/website of Depositories/ Depositories Participants. The procedure to login and access remote e-voting as devised by Depositories/ Depositories Participants is given below:

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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(b) Infiormation and instructions for 'remote e-voting' by shareholders other than individuals holding shares in demat form and all other shareholders holding shares in physical mode :

Members receiving e-mail for AGM Notice and Annual Report; initial password is provided in the body of the e-mail :

• i) Launch internet browser by typing the URL: https://evoting.kfintech.com

• ii) Members can cast their vote online from Tuesday 21st Sept., 2021 at 9:00 A.M. (IST) to Thursday 23rd Sept., 2021, at 5:00 P.M (IST).

• iii) Enter the login credentials (i.e. user-id & password) . In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with RTA for e-voting, you can use your existing User ID and password for casting your vote.

• iv) After entering these details appropriately, click on “LOGIN”.

• v) You will now reach Password Change menu wherein you are required to mandatorily change their login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt you to change your password and update any contact details like mobile, email ID etc on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vi) You need to login again with the new credentials.

• vii) On successful login, system will prompt to select the 'E-voting Event No.' of Star Paper Mills Ltd.

• viii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• ix) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x) You may cast your vote by selecting appropriate option and click on “SUBMIT”.A confirmation box will be displayed .If you wish to confirm your vote, click “OK”, else “CANCEL" to modify.

• xi) Once you 'CONFIRM', you will not be allowed to modify your vote.

• xii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

• xiii) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date i.e. 17th Sept., 2021 may obtain the User ID and password in the manner as mentioned below:

• a. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number+Folio No. or DP ID Client ID to 9212993399

• Example for NSDL : MYEPWD IN12345612345678

• Example for CDSL : MYEPWD 1402345612345678

• Example for Physical : MYEPWD XXXX1234567890

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• b. A member may call Kfintech's toll free number 1-800-309-4001 or send an e-mail request to evoting@kfintech.com.

• In case of any query or grievance, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com or contact at einward.ris@kfintech.com or toll free number as given above.

• xiv) Corporate/Institutional Members (corporate /Fls/Flls/Trust/Mutual Funds/Banks, etc) are required to send scan (PDF format) of the relevant Board resolution together with specimen signature of authorised signatory who is authorised to attend the AGM through VC/OAVM and to vote through remote e-voting to the Scrutinizer through e-mail to debabrata@ddc.org.in and also upload the same in the e-voting module in their login. Institutional investors are encouraged to attend and vote at the meeting through VC.

(II) Information and instructions for Insta Poll:

Facility to cast vote through Insta Poll will be made available on the Video Conferencing screen and will be activated once the Insta Poll is announced at the Meeting.

(III) Others details:

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• (i) The voting rights of the Members shall be in proportion to their shares to the paid up capital of the company as on the cut-off date being 17 Sept., 2021.

• (ii) Mr. Debabrata Dutt, practicing company secretary (Membership no. FCS-5401) proprietor of M/s D. Dutt & Co. has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer after scrutinizing the votes cast at the meeting and through remote e-voting will, not later than two working days of conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman.

• (iii) The results declared along with the Scrutinizer Report shall be placed on company' website www.starpapers.com and on KFIN website www.evoting.kfintech.com & will be communicated to the Stock Exchanges within permitted time.

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• (iv) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. 24 Sept., 2021.

STATEMENT SETTING OUT MATERIAL FACTS

(Pursuant to Section 102 of the Companies Act, 2013)

The following statement sets out all material facts relating to the special business mentioned in the accompanying Notice:

ITEM NO. 4

Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors appointed Mrs. Pragya Jhunjhunwala as Additional director of the company w.e.f 25th June, 2021. Mrs. Jhunjhunwala holds office upto the date of this AGM.

The company has received a notice in writing from a member under Section 160 of the Act proposing her candidature for the office of Director of the company. Mrs. Jhunjhunwala is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director of the company. Mrs. Jhunjhunwala possesses appropriate skills, experience and knowledge.

BRIEF PROFILE OF MRS. PRAGYA JHUNJHUNWALA

Mrs. Pragya Jhunjhunwala is M.Com and a fellow member of the Institute of Company Secretaries of India (ICSI). She has been in practice of profession of company secretaryship and contributed greatly in compliance and administration of some of renowned corporates. She is accomplished and experienced professional in the areas of Laws, Compliance management, Start-ups, Entrepreneur education etc. Mrs. Jhunjhunwala is on the Board of some companies working in different domains. She is also associated with many NGO and professional bodies.

Keeping in view her expertise and knowledge, it is recommended to approve appointment of Mrs. Jhunjhunwala as a Non-Executive (NonIndependent) Director of the Company, liable to retire by rotation.

Disclosures, as required under Regulation 36 of SEBI (LODR), Regulations, 2015 and Secretarial Standard -2 on General Meetings are annexed to this Notice.

The Board commends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members.

Except Mrs. Jhunjhunwala and her relatives, none of the other Directors, Key Managerial Personnel of the company, or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 4 of the accompanying Notice.

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ITEM NO. 5

The Board, on the recommendation of the Audit & Risk Management Committee, has approved the appointment M/s K.B. Saxena & Associates, Cost Accountants as cost auditors at a remuneration of Rs. 0.50 lacs plus applicable taxes and out-of-pocket expenses to conduct the audit of the cost records of the company for the financial year 2021-22.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit & Risk Management Committee and approved by the Board of Directors, has to be ratified by the members of the Company. Accordingly, consent of the shareholders is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to M/s K.B. Saxena & Associates, Cost Accountants as Cost Auditors for the financial year 2021-22.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors/ KMPs are, in any way, concerned or interested, in the resolution set out at Item No. 5 of the Notice.

Additional information in respect of above directors pursuant to SEBI Listing Regulations, 2015 and Secretarial Standard on General meetings

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