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Star Cement Ltd.

BSE: 540575 Sector: Industrials
NSE: STARCEMENT ISIN Code: INE460H01021
BSE 00:00 | 12 Aug 91.35 -2.30
(-2.46%)
OPEN

94.00

HIGH

94.00

LOW

91.00

NSE 00:00 | 12 Aug 91.35 -2.30
(-2.46%)
OPEN

93.65

HIGH

93.80

LOW

91.00

OPEN 94.00
PREVIOUS CLOSE 93.65
VOLUME 11972
52-Week high 120.00
52-Week low 81.50
P/E 22.61
Mkt Cap.(Rs cr) 3,692
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 94.00
CLOSE 93.65
VOLUME 11972
52-Week high 120.00
52-Week low 81.50
P/E 22.61
Mkt Cap.(Rs cr) 3,692
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Star Cement Ltd. (STARCEMENT) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors have pleasure in presenting Twentieth Annual Report of the Companytogether with the Audited Balance Sheet as at 31st March 2021 and the Statement of Profit& Loss for the year ended on that date.

FINANCIAL PERFORMANCE

The highlights of the financial performance of the Company for the financial year ended31st March 2021 as compared to the previous financial year are as under:

(Rs in Lakhs)

Particulars

Consolidated 2019-20

Standalone 2019-20

2020-21 2020-21
Total Income 174815.28 187258.32 168516.16 180133.57
Profit before Interest Depreciation and Tax and exceptional items 36 082.08 42380. 62 26214.65 31387.84
Interest & Finance Charges 698.86 933.73 1255.87 1955.94
Depreciation 8999.41 9295.18 4773.29 4331.89
Profit before exceptional items and tax 26383.81 32151.71 20185.48 25100.00
Exceptional Items 6457.42 - 2931.36 -
Profit/(Loss) before Tax 19926.39 32151.71 17254.12 25100.00
Provision for taxation:
- Current Tax (3407.63) (5339.75) 2946.37 4309.68
- Income tax for earlier years (9.56) 3.25 - (36.79)
- Deferred Tax 2203.79 1915.13 (1419.46) (1043.58)
Net Profit after Tax 18712.99 28730.34 15727.21 21870.69
Other comprehensive income for the year net of tax 14.45 (36.97) 5.42 (21.60)
Total comprehensive income for the year 18727.44 28693.37 15732.63 21849.09
Net profit attributable to:
Owners of the Company 18712.99 28554.98 - -
Non-controlling interest - 175.36 - -
Total 18712.99 28730.34 - -
Other Comprehensive Income attributable to:
Owners of the Company 14.45 (36.40) - -
Non-controlling interest - (0.57) - -
Total 14.45 (36.97) - -
Total Comprehensive Income attributable to:
Owners of the Company 18727.44 28518.58 - -
Non-controlling interest - 174.79 - -
Total 18727.44 28693.37 - -

OPERATIONAL REVIEW

In response to the pandemic situation we had adopted a series of measures to keep theall concerns at safe business on retention of employees and protect the business. Wehave been extremely proactive in managing the crisis and ensuring the safety and wellbeing of our employees. Being an exceptional organisation Standard Operating Procedures(SOPs) for all Plant and Non Plant locations along with task force were formed to enforcethe COVID Protocols in the workplace. In line with directives of the Government work fromhome facility provided to the employees. Emergency Response Team (ERT) was formed withemployees representing different functions and locations to support and extend help to allcovid infected employees and their family members including help on availability ofMedicines Oxygen Doctor Hospitals/Beds foods supply etc. Vaccination programmes arebeing undertaken for the employees and their family members.

A midst pandemic situation we have priortised strategic growth by way of establishingnew plant investments without taking much risk exposure and safety of our operations. Weare confident that our current manufacturing footprint is sufficient for the economicrebound from the pandemic situation and ensuing structural growth over the coming years.

During the year under review your Company has manufactured 435053 MT of CementClinker as against 572460 MT recorded during the FY 2019-20. Company's subsidiary M/s.Star Cement Meghalaya Limited has produced 1475660 MT of Clinker as against 1642975 MTduring the FY 2019-20. On consolidated basis total clinker production during the year wasat 1910713 MT as against 2215435 MT during FY 2019-20.

In terms of capacity utilisation clinkerisation unit of your Company was able toutilize 54.93% of its installed capacity as against 72.28% during the FY 2019-20.Similarly the capacity utilisation of clinkerisation unit of its subsidiary M/s. StarCement Meghalaya Limited was at 84.37% during FY 2020-21 as against 87.39% during the FY2019-20. On consolidated basis the capacity utilisation of clinkerisation units was at75.20% during the FY 2020-21 as against 87.19% during FY 2019-20.

During the year due to unprecedented situation arisen for covid production andrealisation of your Company and its subsidiaries were affected. Thereafter in view oftransport strike announced in North East Region and sudden brake down of Umiam bridge inMeghalaya seriously affected easy movement of goods for a considerable period of timewhich resulted in fall in volume of production and thereby profitability. Sales volume waslost due to total Nation wide lock down imposed in April 2020 and gradual unlock happenedin coming months.

Your Company has been able to maintain the performance on grinding front too. Duringthe year under review total cement production on consolidated basis was at 2636338 MT(including purchase from hired grinding units) as against 2893562 MT during the FY2019-20.

Similarly your Company has been able to achieve sales volume of 2644048 MT of Cementas against 2879782 MT during the previous financial year. There has been decline inoverall performance of your Company during the FY 202021. Starting of Siliguri Plantremains silver lining in the operations.

NEW PLANT AT SILIGURI

In order to meet increase demand of cement and to expand business operation in EasternIndia the Company has set up a new modern state of art Grinding Unit with 2 Mn tonnecapacity per annum at Siliguri West Bengal. The project became functional since 16thJanuary 2021 and started production. The said project will help the Company to strengthenits market share in the Eastern India.

DIVIDEND

The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Final Dividendfor the FY 2020-21 (Previous year NIL).

INDIAN ECONOMY AND OUTLOOK - AT A GLANCE

The FY 20-21 recorded overall negative growth in terms of GDP. As a ray of hopeConstruction sector recorded a growth of 6.2 per cent in 4th quarter against a contractionof 7.2 per cent in the preceding quarter. Manufacturing sector also recorded positive noderecording a growth of 1.6 per cent as against a contraction of 1.5 per cent. Electricitywater and gas and agriculture fishing and quarrying were the other sectors that reportedpositive growth at 7.3 and 3.9 per cent respectively. Trade hotels transportcommunication and services recorded marginal recovery but continued to record negativegrowth. Consumption growth is expected to strengthen the healthier income generation whichis being used to rebuild the savings buffers that were drained out during the lockdown.

Calender year 2021 so far started in India with a hopeful bliss of positive note. Afterlot of urgent actions from the Government the country witnessed sharp decline in activeCovid cases. Daily infections and death rate were declined sharply. Efficient managementof Covid and achievement of multiple home made vaccines with Government's programme tovaccinate the people of the Country at a large scale on phase wise helped the country tobe on track of development. To keep the supply chain live country's cold chaininfrastructure was refurbished. At that juncture 2nd wave of Covid-19 shaken the country.It is much more serious and its fatalities are more. Lock down and restrictions hasalready been announced in few parts of the Country. Focus of the Central and StateGovernments have been immediately shifted to control the pandemic and providing urgentmedical needs.

The overall impact of pandemic on economy is yet to be ascertained. The effects of anysignificant economic disruption are not limited to any particular period itself. It canhave a cascading effect through both demand and supply channels. If supply chains getaffected and inflation starts rising the demand is bound to fall. Similarly any cutbackin economic activities will adversely affect incomes and hence demand.

However on other hand during the year as a ray of hope Country's Agriculture sectorwitnessed strong growth prospects due to healthy production of rabi crop. The Governmenthiked minimum support prices (MSP) for kharif and rabi crops by at 2.1%-12.7%. For theKharif season in 2020-21 total rice procurement target was set at 495.37 lakh tonnes ofwhich 316.51 lakh tonnes of rice was already procured by December end. Employment demandunder the Mahatma Gandhi National Rural Employment Guarantee Scheme (MGNREGS)significantly improved. The Government under the Pradhan Mantri Garib Kalyan RozgarYojana scheme allocated an additional Rs 10000 Crore to boost job creation in the ruralsector and enhancement of rural incomes.

Significantly in all round development front the total vehicle registrations in endDecember 2020 bounced back to indicate positive YoY growth. In December 2020Manufacturing Purchasing Managers' Index (PMI) in India stood at 56.4 compared with 56.3in November 2020. This happended due to proactive measures taken by the industry playersto increase production to meet the rising demands of consumers.

The on going vaccination programme undertaking by the Government of various countriesand its positive impact are expected to stimulate momentum in global economic activitieswhich is also expected to boost the possibility to achieve better results in theforthcoming financial year inspite of second/third phase wave of the virus.

CEMENT INDUSTRY OVERVIEW

India is the second largest producer of cement in the world. Country has a lot ofpotential for development in cement sector. The infrastructure and construction sector arethe major contributors for development of the sector. In view of deregulation the sectorhad attracted huge investment from within the country and abroad.

Country's cement industry promises huge potential for growth. Country's cementproduction capacity stood at 542 MT p.a. and the country is presently producing 323 MTp.a. Cement production reached 329 Mn tonnes (MT) in F.Y. 2020 and is expected to reach381 MT by F.Y. 2022. In other hand the cement consumption recorded at 327 MT in F.Y. 2020and expected to reach 379 MT by F.Y.2022. As per report of CLSA (Institutional brokerageand Investment group) the cement sector of the Country endorsing improved demand. Thecement industry will likely witness a capacity addition of 100 to 110 Mn tons in the nextfive years. Cement demand to register a CAGR of 6% to 7% from Fiscal 2021 to Fiscal 2026through infrastructure investments and healthy housing demand. Per-capita income and percapita cement consumption of the eastern and central regions are well below Pan-Indianumbers and thus provides huge scope for potential growth.

East India demand is expected to grow by 28% with a CAGR of 9% by 2025-2026. WestBengal and Bihar is the strongest cement consuming state in the eastern-region accountswith more than one-fourth of the region's total demand at ~21 Mn tonnes and 19 Mn tonnesrespectively. Cement demand in West Bengal and Bihar has grown with 12% and 9% CAGRrespectively in last five years with the help of central government's housing for all aswell as rapid infrastructure development in rural and urban sectors. Cement demand in WestBengal and Bihar is expected to grow with 9% CAGR by 2025-2026.

Rating Agency of the country expects cement demand of the country to rise by 20% in theFinancial year 2022 by way of local market to return to volumes as seen before pandemic.It predicts that growth will be supported by rural demand including affordable housingand recovery in infrastructure sector. Cement production capacity is expected to increaseto 22 MT and a major part if the additional capacity is expected to be in the easternregion.

In order to help the industry the Government of India has taken various initiatives.The Union Budget allocated Rs 139 Bn for Urban Rejuvenation Mission like AMRUT and SmartCities Mission. Government's various drives for helping infrastructure sector i.e.Housing for all Smart Cities Mission and Swachh Bharat Abhiyan are also majorcontributing factors for increasing cement demand in the country. The Union Government hadplan to upgrade 125000 km of road over the next 5 years period. An additional outlay ofRs 18000 Crore allocated for the PM Awaas Yojana - Urban that would be used for thedevelopment of ~30 lakh houses (ground support for 12 lakh houses and completion of 18lakh houses) and will likely create an additional 78 lakh jobs and boost production andsale in the steel and cement sectors. Union Budget 2020-21 also allocated Rs 27500 Croreunder Pradhan Mantri Awas Yojana.

In order to boost up demand of cement industry Government plans to spend Rs 1.97 lakhCrore in next 5 years for PLI schemes in 13 Sectors to create and nurture manufacturingglobal champions for an Aatma Nirbhar Bharat. Government has also allocated Rs 1.18 LakhCrore for Ministry of Road Transport and Highways in 2021-2022. The NationalInfrastructure Pipeline which was launched with 6835 projects in 2019 has now beenexpanded to 7400 projects. The focus on enhancing infrastructure targets will have itstrickle-down benefits for the cement industry too.

In FY 20-21 Government has planned to construct more than 13000 km length of roadswith an investment of Rs 5.35 Lakh Crore under Bharatmala Pariyojana project. In2021-2022 Government is planning to complete an additional 11000 kms of national highwaycorridors.

In view of increasing demand in various sectors such as housing commercialconstruction and industrial construction Country's cement industry is expected to reach550-600 Mn tonnes per annum (MTPA) by the year 2025. Eastern states are likely tocontribute for the development of the region as their untapped markets are likely to beexplored.

NORTHEAST SCENARIO - GATEWAY OF OPPORTUNITIES

North Eastern Region of the Country comprising of eight states are very rich in naturalresources. Post Independence for a considerable period of time socio-political troublehas kept the States from achieving its true potential. However on a range of indicatorsthe rate of development now a days is on the rise with notable improvements in healtheducation infrastructure development and industrialisation.

The Government of India has taken several measures to accelerate growth of the NorthEast Region (NER). In the past few years due to continued support of the State and CentralGovernment the North East Region has seen continued improvement in consumer spending onHousing. With India committed to realising its target of becoming a $5 tn economy by 2024accelerating the development and economic potential of the northeast is very important.

During the year as a notable development the Government has nearly doubled fundallocation for 'Special Accelerated Road Development Programme' in North Eastern Areas(SARDP-NE) to Rs 760 Crore against a sum of Rs 390 Crore expenditure was envisaged to beincurred from National Investment Fund for the region during 2020-21.

The Government has put special emphasis to the North-Eastern states and accordinglyBudget allocation for 2021-22 has been increased to Rs 55820 Crore from Rs 41764 Croresanctioned in 2020-21.

The budget has also announced that works of more than Rs 34000 Crore covering morethan 1300 kms of National Highways will be undertaken in the States in the coming threeyears besides making provision of Rs 1000 Crore for the welfare of Tea workersespecially women and their children in Assam and West Bengal. Under NLCPR- Central SchemeAgartala-Akhaura Rail link project is under progress.

Department of Telecommunications Ministry of Tourism Ministry of Panchayati Raj andDepartment of Posts have significantly increased their NER Budget. The Ministry ofRailways has spent Rs 31849 Crore in NER from 2014-15 to 2019-20. Similarly AirportAuthority of India also spent a substantial portion of its budget for upgradation ofairports in the North East.

The prestigious 890 Km NW-2 on Brahmaputra river connecting Dhubri-Sadiya expected tobe completed by the year 2022. In NER 10 non-operational airports are likely to beoperationalised in this period. 'Krishi Udaan' project will be launched by the Ministry ofCivil Aviation this will immensely help to improve value realisation especially inNorth-East and tribal Districts of the sector.

The Northeast Frontier Railway (NFR) in India has announced its plans to complete theBairabi-Sairang new railway line project in the northeastern state of Mizoram by March2023. The project received a boost after the central government in its recent 2021-22budget allocated additional Rs 1000 Crore for the Bairabi-Sairang project. This will aimto link all the state capitals in the country's northeastern region.

Under the Indian Railways "Kisan Rail" projects refrigerated coaches beattached in Express and Freight trains as well. This would enable perishableagri-horticultural produce of the North East to be transported to the rest of the countrythus contributing to the Government's aim for increase in farmer's income.

All the aforesaid efforts would lead to balanced socioeconomic development of NorthEast and reduce inter region and inter-tribes/community disparities. The development ofsustainable agriculture practices like organic farming in place of Jhum Cultivation wouldlead to Green North East.

The Union Government had especially emphasised on development of NER with plans to setup a NE industrial corridor and the Arunachal corridor will act as a land bridge betweenIndia and SE Asia and provide employment opportunities with a significant push to thetrade and tourism industry. The 692.70 km long industrial corridor would run along thefoothills on the boundaries of Arunachal and Assam.

Implementation of aforesaid projects and initiatives of the Government will contributein all round development in NER which will pool cement demand and lead to increase in percapita consumption of cement and would help the Company to increase its market share inthe Region.

MARKET DEVELOPMENT

As a strategy the North East Market continued to be the focus market for your Company.Cement demand was good

throughout the year. Demand increased by 8% in NER against an all India average of 6%.

During the year under review your Company was able to sell 2104322 MT of cement inNER market as against 2163682 MT during the FY 19-20. Fall in sale was mainly due tolock down announced across the country. During the year under review around 21% of thetotal Cement demand in NER was catered to by the industry through imports from otherregions including Bangladesh and Bhutan.

Your Company had bagged contract for supply of

150000 MT cement to NHPC Limited in 2020-2021 and it is under execution. Clinkerdemand was good in Eastern Nepal and Bhutan. Your Company grabbed this opportunity and hasachieved export of 46526 MT Cement Clinker during the entire year under review as against57807 MT recorded in previous year. Reduction in volume of export was mainly due to fallin prices in aforesaid locations which was owing to new plants established in Nepal.

As a market leader in NER your Company has further consolidated dealers and subdealer's network. Currently your Company is associated with 2100 dealers and 12000 subdealers. The Company has introduced a mobile application for dealers for payments ordersbooking printouts of invoices and ledgers. This initiative is helping dealers in timelysubmission of GST returns.

During the year under review your Company has undertaken various marketing initiativesin order to make the brand "Star Cement" more visible and attain top of mindrecall. A unique Brand Campaign around COVID 19 Pandemic awareness on the topic of Do'sand Don'ts of COVID 19 was launched where Star Cement featured among the top 5 brands outof 172 brands in the country to do an awareness campaign on COVID 19 as per Brand EquityApril 2020 published in The Economic Times.

The second quarter of FY 2020-21 saw the launch of antimicrobial campaign with a 360degree approach involving TV Print OOH Retail visibility & Digital. The punchline"Star Cement Lana Virus Ko Bhagana" on Antimicrobial coated cement bags helpedto build confidence about the usage of the brand even during such severe corona pandemic.This was launched across the markets of North East North Bengal & East Bihar.

The Last Quarter of the Financial year saw the launching of Star Cement's First everBrand Television Commercial with one of the biggest Stars of Bollywood as the BrandAmbassador- Mr. Akshay Kumar.

The Brand Campaign has the key message of highest one day strength which makes StarCement ready for all challenges depicted with the tagline "Hain Tayyar Hum". TheTV commercial is being seen across all major regional news

channels in North East West Bengal & Bihar. The commercial also have presence inthe Digital medium & will have a heavy BTL presence through Surrogate boardsHoardings Wall Painting & Dealer/Retailer branding. The campaign hence has visibleacross 360 degrees in multiple mediums.

Beside that this year the contract with Hima Das the first Indian athlete to win Goldat an International event was also extended. The TVC with Hima Das was played in TVChannels where she factually claimed that her own house was being made with Star Cementwhich created a huge buzz around the brand "Star Cement" in market places.

Benefits for aforesaid branding initiatives will be seen in years to come.

PRODUCTION AND COST DEVELOPMENTS Fly Ash

Your Company focused upon increase in production of Portland Pozzolana Cement (PPC). Asa result we could consume higher quantity of Fly Ash which is otherwise an environmenthazard. In the process we could consume 914419 MT of Fly Ash.

In order to bring down the cost of Fly Ash various path breaking efforts were takenup. We started transportation of "Conditioned Fly Ash" in BOXN Rakes from plantslike Vedanta Tata Power and Hindalco resulting in savings on packing and transportationcost.

Logistics & Freight

This was a year of biggest logistical challenges ever. We faced Covid19 disruptions inthe entire Supply Chain. Diesel prices reached to historical highs. Problems were furthermultiplied by Land Slides and Collapse of two major bridges in Meghalaya. Your Companysteered through these challenges to ensure that supplies to Market are ensured whilekeeping the cost in control. Wtd. Avg. Freight cost increased to Rs 1140 Per MT from Rs1111 per MT recorded in previous year. Wtd. Avg. Lead distance reduced to 258 KM from 271KM recorded in the year before.

Your Company has always focused on giving best Logistics service to consumers at themost economical costs. Various efforts were taken up to improve on Service Levels such as"Stock on Wheels" delivery system and optimisation of Ware Housing Network.

Your Company received Prestigious "CII SCALE Award" for Excellence in SupplyChain Management 2nd time in Row. Power cost

During the year Meghalaya Power Limited became a wholly owned subsidiary of theCompany. During the year under review too your Company continued to source its powerrequirement for its Lumshnong unit from its wholly owned subsidiary M/s. Meghalaya PowerLimited under long term

arrangement for supply of quality power at competitive rates and thus has been able toreduce dependency on State utility/ grid power. Cost of coal has a direct bearing on fuelcost. In view of increasing fuel cost due to increase in price of coal and to optimize thepower cost and to reduce dependency on State utility /grid power your Company has beenable to source its power requirement of its Grinding Unit at Guwahati and integratedcement plant at Lumshnong from Indian Energy Exchange (IEX). The blend of sourcing has notonly reduced power cost for your Company but also its quality and dependability.

Coal availability from local sources remained constrained. Sourcing of Coal was donemajorly from Coal India Limited and Imported Coal from South Africa.

KEY PERFORMANCE HIGHLIGHTS

• Consolidated cement production (including purchase from hired grinding units)was at 26.36 Lac MT during the year as against 28.93 Lac MT during the previous financialyear.

• Consolidated net sales at Rs 1748.15 Crore during the year under review ascompared to Rs 1872.58 Crore during the FY 19-20.

• Consolidated EBIDTA was at Rs 296.25 Crore during the year under review ascompared to Rs 423.81 Crore during the immediate previous financial year.

• Consolidated profit before tax during the year 202021 was at Rs 199.26 Crore asagainst a profit of Rs 321.52 Crore in the year 2019-20.

• Consolidated Exceptional items during the year was Rs 64.57 Crore

OPPORTUNITIES & THREATS RISKS AND CONCERNS

Marketing strength of Star Cement lies on strong dealers network. Locational advantageshelped to procure raw materials at affordable prices. Company's aggressive marketingstrategies and strong branding network also contributed to establish its position as themarket leader in the region. Company's new Siliguri plant will also contribute to expandthe market in eastern region of the county. Company's dependence on domestic market andbusiness concentration on regional market for a longer period of time may adversely affectthe growth of the Company. Environmental impact and other force majure events may affectthe operations of the Company. A less than optimal demand growth in the region may lowerrevenues of the Company.

Government's various initiatives like Make in India Housing for all development ofPorts Roads and Highways dam & irrigation project National Highway Developmentprogramme

Bharat Nirman Yojana dedicated Freight Corridors Gauge conversion Projects undertakenby Railways development in the area of alternative source of energy viz. Hydro and SolarPower and other infrastructure projects is expected to boost Cement and Power Demand ofthe country. Government's special drive for development of the North Eastern Region willalso help the sustained development of the industry.

Various positive moves on the policy front in areas related to ease of doing businesspromoting start-ups rationalising the tax structure administration and opening up moreareas for foreign investment through the automatic route will also increase the demand ofcement and power.

Competition in the cement industry is very high apart from the large players there arealso small players in the market. Competition from the foreign players may lead to toughercompetition to the domestic players. This allows limited market share in the industry.Constant increase in fuel costs leads to high transportation cost. Cement Industry ishighly fragmented and it is also highly regionalised transportation of low volume ofcement over long distances become uneconomical.

Cement and power industry being majorly dependent upon availability of raw materials ataffordable cost. Policies of the Government as well as Central and State Laws mayadversely affect the availability of lime stone coal etc. Any major changes inGovernment's Environmental and Forest regulations may affect limestone and coalavailability to cement plants. However your Company is sourcing raw materials fromalternate sources so that raw materials availability risks is mitigated. Company's vastdealer's network across the States also help to mitigate the risk.

Your Company has evolved a risk management framework to identify assess and mitigatethe key risk factors of the business.The Board of Directors of the Company is keptinformed about the risk management of the Company. The Board of Directors have formed aRisk Management Committee inter alia to oversee the risk assessing and mitigation processof the Company and advice the management in this regard.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2021 was Rs412428997 divided into 412428997 equity shares of Rs 1 each. During the year underreview the Company has neither issued any shares with differential voting rights norgranted stock options or sweat equity shares.

shares in suspense account

Disclosures of the shares lying in Company's Unclaimed Shares Suspense Account aregiven in the Report of Corporate Governance.

INVESTOR EDUCATION AND PROTECTION FUND

As per Companies Act dividends that are unclaimed/unpaid for a period of seven (7)years from the date of their transfer are required to be transferred to the InvestorEducation and Protection Fund ('IEPF') administered by the Central Government.

The tentative date for transfer of unclaimed and unpaid dividends to the IEPF declaredby the Company are as under:

Financial Year Date of Declaration Tentative Date for transfer to IEPF
2015-16 (Interim) 09.06.2015 18.07.2022
2017-18 (Final) 31.07.2018 06.09.2025
2019-20 (Interim) 06.02.2020 14.03.2027

Members who have not encashed their dividend so far in respect of the aforesaid periodsare requested to make their claims to Maheshwari Datamatics Private Limited Registrar andShare Transfer Agent of the Company ('RTA') or to the Company Secretary of the Company atthe Company's Registered Office/ Corporate Office well in advance of the above due dates.Pursuant to the provisions of IEPF Authority (IEPF) (Accounting Audit Transfer andRefund) Rules 2016 ('IEPF Rules') the Company has uploaded the details of unpaid andunclaimed amounts lying with the Company as on 29th September 2020 (date of the last AGM)on the website of the Company at www.starcement.co.in and also on the website of theMinistry of Corporate Affairs at www. mca.gov.in.

Further pursuant to the provisions of Section 124 of the Act read with the relevantRules made thereunder shares on which dividend has not been paid or claimed for seven (7)consecutive years or more shall be transferred to the IEPF Authority as notified by theMinistry of Corporate Affairs. Accordingly Interim Dividend declared for the FY 13-14which was unpaid for seven (7) consecutive years aggregating to Rs 166747 and the159136 equity shares in respect of which dividend entitlements has not been paid orclaimed for seven (7) consecutive years or more have been transferred by the Company tothe IEPF Authority after following the required provisions of Rules. The Company has sentintimation letters to the members and published advertisement in the newspaper. Thedetails are available on the web site of the Company at www.starcement.co.in Theshareholders whose dividend/shares have been/ will be transferred to the IEPF Authoritymay claim the shares or apply for refund by making an application to the IEPF Authority byfollowing the procedure as detailed in the IEPF Rules and as enumerated on the website ofIEPF Authority at http://www.iepf.gov.in/IEPF/refund.html.

EXTRACT OF ANNUAL RETURN

In terms of requirement of Section 134 (3) (a) read with Section 92(3) of the CompaniesAct 2013 the extract of the Annual return of the Company has been placed on theCompany's website and can be accessed at the web link:https://starcement.co.in/wp-content/uploads/Annual- Return-2020-21.pdf

MEETINGS OF THE BOARD

During the year six (6) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. The details of the Board meeting and theCommittee meeting are provided in the Corporate Governance Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review a meeting of Independent Directors was held on 12thMarch 2021 wherein the performance of the Non-Independent Directors and the Board as awhole was reviewed. The Independent Directors at their meeting also inter alia assessedthe quality quantity and timeliness of flow of information between the Company managementand the Board of Directors of the Company.

COMMITTEES OF THE BOARD

The composition and terms of reference of the Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee Risk Management Committee and Finance Committee have beenfurnished in the Corporate Governance Report forming part of this Annual Report. There hasbeen no instance where the Board has not accepted the recommendations of the AuditCommittee and Nomination and Remuneration Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy/ Vigil Mechanism as required under Section 177of the Companies Act 2013 and as per Listing Obligations and Disclosures RequirementsRegulations 2015 formulated by Securities and Exchange Board of India (SEBI). The Vigil(Whistle Blower) mechanism provides a channel to the employees and Directors to report tothe management concerns about unethical behavior actual or suspected fraud or violationof the Code of Conduct or policy. The mechanism provides for adequate safeguards againstvictimisation of employees and Directors to avail the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. The said policymay be referred to at the Company's website at

the web link: https://starcement.co.in/wp-content/uploads/ Whistle-Blower-Policy-4.pdf

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES

The Board has framed a Remuneration Policy for selection appointment and remunerationof Directors Key Managerial Personnel and Senior Management Employees. The remunerationpolicy aims to enable the Company to attract retain and motivate highly qualified membersfor the Board and at other executive levels. The remuneration policy seeks to enable theCompany to provide a well-balanced and performance-related compensation package takinginto account shareholder interests industry standards and relevant Indian corporateregulations. The details on the same are given in the Corporate Governance Report. Thesaid policy may be referred to at the Company's website at the web link:https://starcement.co.in/wp-content/uploads/ Remuneration-Policy.pdf

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations your Board has framed andadopted a Dividend Distribution Policy. The object of the policy is to sharing profit ofthe Company with the shareholders appropriately and also to ensure funds are available forthe growth of the Company. The policy inter alia describes the circumstances under whichthe shareholders may or may not expect dividend the financial parameters that shall beconsidered while declaring dividend internal and external factors that shall beconsidered for declaration of dividend policy for utilisation of retained earnings andthe parameters with respect to different classes of shares for the purpose of declarationof dividend. The said policy may be referred to at the Company's website at the web link:http:// starcement.co.in/wp-content/uploads/Dividend-policy.pdf and also forming a part ofthis report.

CODE OF CONDUCT

With intent to enhance integrity ethics & transparency in governance of theCompany your Company had adopted a Code of Conduct for Directors and Senior ManagementPersonnel. The Code has been displayed on the Company's website www.starcement.co.in

COMPLIANCE WITH THE SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Company has complied with the applicable Secretarial Standards as recommended bythe Institute of Company Secretaries of India. The Company has also complied with allrelevant Indian Accounting Standards referred to in section 133 of the Companies Act 2013read with Companies

(Indian Accounting Standards) Rules 2015 while preparing the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134 (3) (c) read with Section 134 (5) of theCompanies Act 2013 the Directors hereby confirm and state that:

• In the preparation of Annual Accounts the applicable Accounting Standards havebeen followed along with the proper explanation relating to material departures if any;

• The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit of the Company for the year under review;

• The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the annual accounts on going concern basis;

• The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

• The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

AUDITORS & AUDITORS' REPORT

M/s. D. K. Chhajer & Co. Chartered Accountants (Firm Registration no. 304138E)Statutory Auditors of the Company have been appointed by the members at the SixteenthAnnual General Meeting and shall hold office for a period of 5 years from the date of suchmeeting held on 11th September 2017. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any furthercomments.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its manufacturing activity is required to be audited. Your Directors haveon the recommendation of the Audit Committee appointed Messrs Sanjib Das &Associates Cost Accountants (Firm Registration Number 100751) as Cost

Auditors of the Company for the financial year ended 31st March 2021 in the BoardMeeting held on 25th June 2020. The remuneration proposed to be paid to them for the FY2020-21 as recommended by audit committee was ratified in the meeting of shareholdersheld on 29th September 2020. However Messrs Sanjib Das & Associates have expressedtheir unwillingness to be re-appointed for the FY 2021-22 due to their pre-occupation.

The Board of Directors of the Company on the recommendation of the Audit Committeeappointed M/s. B. G. Chowdhury & Co. Cost Accountants (Firm Registration number000064) as the Cost Auditors of the Company for the FY 2021-22 under section 148 of theCompanies Act 2013. M/s. B. G. Chowdhury & Co. have confirmed that their appointmentis within the limits of Section 141(3)(g) of the Companies Act 2013 and have alsocertified that they are free from any disqualifications specified under section 141(3).The Audit Committee has also received a Certificate from the Cost Auditors certifyingtheir independence and arm's length relationship with the Company.

As per the provisions of the Companies Act 2013 the remuneration payable to the CostAuditor is required to be placed before the Members in a General Meeting for theirratification. Accordingly a Resolution seeking Members' ratification for the remunerationpayable to M/s. B. G. Chowdhury & Co. Cost Auditors for the FY 2021-22 is included inthe Notice convening the Annual General Meeting. The cost audit report for the FY 2019-20was filed with the Ministry of Corporate Affairs on 09th December 2020.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. MKB & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith and marked Annexure-1. The report is self-explanatory and do not call for anyfurther comments.

In terms of Regulation 24A of LODR Star Cement Meghalaya Limited a materialsubsidiary is under secretarial audit and report submitted by the Secretarial Auditors isannexed herewith and marked Annexure-IA. The report is selfexplanatory and do not call forany further comments.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34 of SEBI Listing Regulations 2015 the BusinessResponsibility Report of the Company for the financial year ended March 31 2021 isattached as part of the Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review your Company has not

made any investment or provided guarantee or security in connection with a loan to anyperson exceeding the limit specified in Section 186 of the Companies Act 2013.

During the year the Company has purchased balance

8394000 Equity Shares of Rs 10 each of Meghalaya Power Limited which entailed theCompany to increase its stake to 17130620 Equity Shares of Rs 10 each (i.e. 100%) andthe said Meghalaya Power Limited became a Wholly Owned Subsidiary of the Company.

Details of Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act 2013 are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. In terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 theparticulars of the material contract or arrangement entered into by the Company withrelated parties as referred to in section 188 in form AOC-2 is attached as Annexure-2 ofthis report. However the details of the transactions with the Related Party are providedin the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

A policy on 'Related Party Transactions' has been devised by the Company which may bereferred to at the Company's website at the weblink http://starcement.co.in/wp-content/uploads/Related-Party-policy.pdf.

RESERVES

During the year under review no amount was transferred to reserves.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN Exchange EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in section 134 (3) (m) of the Act and rules framed thereunder is mentioned below:

(A) Steps taken toward Conservation of energy:

• Roller Press Roller ring welding Tip plate maintained so that Cement Millproduction rate increased. Due to that annual power saving 2 Kwh/ Mt Cement.

• Cooler DBC (Deep Bucket Conveyor) all bucket replaced & Cooler ESP firstchamber Emitting & collecting Plates replaced resulting saving of 1 Kwh/MT of Clinker.

• 10 Nos. of 800W HPSV Flood Light fitting replaced with 400W LED light fittingsresulting saving of 0. 175 lacs Kwh Per year.

• 600 Nos. of 70W HPSV well glass fitting replaced with 30W LED light fittingsresulting saving of 1.05 lacs Kwh Per year.

• 20 Nos. of 400W HPSV flood Light fitting replaced with 100W LED light floodfittings resulting saving of 0.26 lacs Kwh Per year.

• 130 Nos. of 150W HPSV street Light fitting replaced with 60W LED street lightfittings resulting saving of 0.56 lacs Kwh Per year.

• 80 Nos. of 250W HPSV street Light fitting replaced with 100W LED street lightfittings resulting saving of 0.51 lacs Kwh Per year.

• Reducing transformer secondary voltage from 426V to 404V resulting saving of0.219 lacs Kwh Per year

• Fixing of power contactor in Incoming supply of all VFD Drives including MVDrive Cooling fan to avoid inrush of high voltage after power resuming. Contactor can bemade on from PLC / Manual mode when drive is to be started. This results in reduction infailure of VFD Drives due to power surge and saves power as panel remain off during plantshutdown.

• All Plant Lighting is completely replaced by 30Watt LED Lights resulting inreduction in consumption by 35% which will save approximately Rs 180000 per month.

• Packer- 3 Bag filter Fan Installation of VFD in place of DOL starter resultingin reduction in power consumption which saves approximately Rs 90000 per month.

(B) Steps taken toward Technical Absorption:

a. Steps taken towards Technical Innovation:-

1. For Packer spout motor protection. Single phase preventer is installed in all the 3packers. This has reduced motor failure by 25%.

ii. Relocation of 220 KV power Line to GIS

Substation. This results in no voltage fluctuation and avoids tripping of main Line.This also resulted in ease of maintenance and better Protection of main power Line.

iii. Installation of capacitor 50 kvar for improvement of power factor.

b. Steps taken towards technical absorption:-

i. For smooth operation of cement mill Section all Field JB 220 V control supply isreplaced with normal TB to Fuse TB. This resulted in easy troubleshooting and reducedunwanted tripping of cement mill.

c. Steps taken towards technical adoption :-

i. HAG (Hot air generator) coffee pot damper was not getting operated during powerfailure. Replaced with double acting to single acting solenoid valve. This reduced failureof HAG Ignition Electrode and burner failure.

ii. Replacement of Composite cable by power cable of 3Cx2.5 sq. mm in Truck loader forHassle free operation. Size of composite cable was very bulky and was getting stuckedduring operation.

iii. Drum motor is replaced with Gear motor as drum motor mounting bracket was gettingdamaged frequently in Truck Loader Long belt.

• The Company has developed a Research & Development cell for carrying outR&D Projects in the plant with specific objective of development of advanced systemsfor quality improvement. During the year under review your Company incurred Capitalexpenditure of Rs 90.37 Lakhs (P.Y. Rs 18.71 Lakhs) and Revenue Expenditure of Rs 31.35Lakhs (P.Y. Rs 36.96 Lakhs) in Research & Development.

(C) Foreign Exchange Earnings And Outgo

During the period under review Foreign Exchange Earning was NIL (Previous Year - NIL)and the Foreign Exchange Outgo was Rs 43.22 Lakhs (Previous Year Rs 35.55 Lakhs).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR)

Star Cement Limited has always been at the forefront of voluntary CSR. The Company'sCSR policy made it imperative to institutionalize the CSR activities. Your Company'ssocial responsibility policy focuses on using the capabilities of neighbouring communitiesby improving quality and standard of lives and sustainable living through contributionsto local communities and society at large. With focus on creating thriving conditions forthe marginalised and underprivileged sections the Company's CSR activities havetransformed the standard of living quality of life of the communities residing in theplant's functional and nearby areas. These goals have become achievable under the aegis ofyour Company and its affiliates. Your Company undertook various activities during the year2020-21 under review in line with its CSR Policy.

SUSTAINABLE LIVELIHOOD AND SKILL BUILDING

• Spice Cultivation Project for cultivation of Turmeric & Ginger has beenimplemented among 155 farmers of Mohitnagar West Bengal location. Farmers have beentrained in scientific methodology of cultivation procedure to enhance their skills in agriallied sectors.

• In Mohitnagar West Bengal location an initiative has been taken up to generatea source of employment for the 100 unemployed youths by setting up a Livelihood Hub whereyouths as well as rural women can empower themselves by engaging themselves in variousactivities like Bio-floc Cultivation Skill Building in Beautician Course tailoringschools etc.

• Star Usha Tailoring and Embroidery School has been set up in Meghalaya (91trainees) Assam (690 trainees) and in West Bengal (20 trainees) location in collaborationwith USHA International Limited to offer skill enhancement training in tailoringembroidery cutting knitting etc. to the rural women. Trainees who have successfullycompleted their courses have been earning a steady income throughout the year.

• A skill building course in Beautician has been implemented in collaboration withIndian Institute of Entrepreneurship (IIE Guwahati) and District Administration ofMeghalaya Government in Lumshnong village area to empower 53 girls and women of EastJayantia Hills.

• As a continuation of the previous project fishery farmers were supported withfish seed and fish feed to enhance their incomes from sale proceeds thereof.

• Your Company also supported the weaving projects for generation of income of thelocal people.

• The Broom project had been initiated for preparation of broom in neighboringvillages of Lumshnong plant with the help of user friendly device for making of brooms.

• Surobhi project was escalated in Sonapur by induction of new cattle newbeneficiaries and artificial insemination resulting in increased milk production.

• Under Madhuban project in Sonapur Assam bee keeping project is beingsustained through maintenance of bee hives by a group of 100 farmers. Existing farmers aregetting a steady secondary income generation. Inclusion of new farmers resulted inexpansion and escalation of the implemented project. In West Bengal group of 140 farmerswere supported with necessary equipment required for bee keeping.

HEALTH AND SANITATION

• During the periods of crisis occurred due the out-burst of COVID-19 Company hadtaken a broad initiative for the community people of three locations i.e. Meghalaya Assamand West Bengal. The basic amenities for that time like grocery items nose masks andsanitizer were distributed among the neighbouring communities and front fighters and alsodonated an ambulance. The Company has also contributed at the PM Cares Fund.

• Series of general health checkup camps periodic health camps were organised.Complete eye care programs i.e. from screening to surgeries etc. were undertaken in Assamand Meghalaya to ensure access of rural population to health care which benefitted peopleto diagnose health problems availability of basic medicines at their doorstep. Financialassistance was provided to Eye Savers Trust and Guwahati Lions Eye Hospital.

• With an aim to make the projected areas Open Defecation Free construction of 5public toilet block in Assam Meghalaya and West Bengal was in prime focus of the Company.Since last few years around 15 public toilet blocks had been constructed for theneighbouring village people to reduce the occurrence of various infectious diseases andalso to create personal hygienic and sanitation habits.

• Your Company has made facility for drinking water supply around 14 schools inMohitnagar West Bengal.

• Your Company had set up a waste management system in neighbouring villages ofMeghalaya with a goal of implementing clean village concept and increase awareness aboutproper disposal of daily wastes.

EDUCATION

• Your Company has been continuously supporting to promote One Teacher School(OTS) also known as the Ekal Vidyalaya project run by the Friends of Tribal Society (FTS)has been successfully educating the rural and tribal people of remote areas and madecontributions to 'Kalyan Bharati Trust' for promoting education.

• Your Company had contributed for infrastructure development of the 10 Schools innearby plant locations.

• Under patronage of your Company since 2019 Kala Mandir is continuing topromote art and basic cultural habits among 240 rural children of Mohitnagar locationunder your Company's educational activities.

• A flagship project of your Company named as "Computer Education onWheels"was initiated for LP and Middle school students of Assam. All new coursecurriculums have been designed by Guwahati IIT and same was translated into local languagethrough which children and youths will be able to learn computer basic knowledge tofulfill daily needs.

PROTECTION OF SITES OF HISTORICAL IMPORTANCE

• Your Company has contributed for protection of sites of historical importance.

RURAL AND INFRATRUCTURE DEVELOPMENT

• Since several past years your Company extended continuous support towardssustainable development of neighbouring communities. These include construction of severalpublic utility areas children park approach and link roads RCC bridges auditoriumcommunity hall cremation ground etc. in Assam Meghalaya and West Bengal.

• Your Company had installed 83 solar street lights in neighbouring areas of Assamand West Bengal.

EMERGENCY RELIEF

• Your Company had provided necessary supports to the flood victims of Assam andWest Bengal every year. Around 20000 people of affected areas had been supported duringthe flood and post flood situation with grocery food items medical support blanket etc.during the time of need.

Annual Report on CSR as required to be annexed in terms of requirement of Section 135of Companies Act 2013 and rules framed thereunder is annexed herewith and markedAnnexure-3.

EVALUATION OF The BOARD'S PERFORMANCE

In accordance with the requirements of the Companies Act 2013 the performanceevaluation of the Board was carried out during the year under review. The Board follows aformal mechanism for the evaluation of the performance of the Board as well as Committee.The evaluation reflected the overall engagement of the Board and the Committee.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The Nomination and Remuneration Committee at its meeting established the criteria basedon which the Board evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board on parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsminority shareholders etc. The performance evaluation of the Non-Independent Directorsand Board as a whole was also carried out by the Independent Directors.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of Mr. Sajjan Bhajanka Mr. Rajendra Chamaria and Mr. Sanjay AgarwalManaging Directors of the Company were due to expire on 31st March 2021. The Board at itsmeeting held on 08th February 2021 on the recommendations of Nomination and RemunerationCommittee re-appointed Mr. Sajjan Bhajanka Mr. Rajendra Chamaria and Mr. Sanjay Agarwalas the Managing Directors of your Company for further period of three years with effectfrom 1st April 2021 subject to necessary approvals of the shareholders at the ensuingAnnual General Meeting

In accordance with the provisions of Companies Act 2013 and in terms of the Memorandumand Articles of Association of the Company Mr. Sanjay Agarwal will retire by rotation andbeing eligible offer himself for re-appointment. In view of his considerable experienceyour Directors recommend his reappointment as Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and they havecomplied with the Code for Independent Directors prescribed in Schedule IV to the Act andthe Listing Regulations. Mr. Pramod Kumar Shah Mr. Santanu Ray Mrs. Ibaridor KatherineWar Mrs. Plistina Dkhar and Mr. Amit Kiran Deb are Independent Directors on the Board ofyour Company. In the opinion of the Board and as confirmed by these Directors theyfulfill the conditions specified in section 149 of the Act and the Rules made thereunderand the Listing Regulations about their status as Independent Director of the Company.Your Board of Directors formed opinion that the Independent Directors of the Company aremaintaining highest standard of integrity and possessing expertise requisitequalifications and relevant experience in the fields of Administration Generalmanagement Accounts & Finance Audit Internal Audit Taxation Risk Boardprocedures Governance etc. for performing their role as Independent Directors of theCompany. Regarding proficiency all Independent Directors have registered themselves inthe Data Bank maintained with the Indian Institute of Corporate Affairs (IICA) Manesar.In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self- assessment test conducted by the IICA within a periodof one (1) year from the date of inclusion of their names in the data bank. Mr. SantanuRay Mr. Amit Kiran Deb (w.e.f. 01st April 2020) Mrs. Ibaridor Katherine War Mrs.Plistina Dkhar Independent Directors are exempted from qualifying 'online proficiencytest' due to their relevant experience in listed companies and the Companies with Paid upequity Capital is Rs 10 Crore and more. Mr. Pramod Kumar Shah was appeared in 'onlineproficiency test' within the period of 1 (one) year from the date of inclusion of his namein the data bank and has successfully qualified the test.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to enable the Independent Directors to perform their duties optimally theBoard has devised a familiarisation programme for the Independent Directors to familiarizethem with the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. They areperiodically updated about the development which takes place in the Company. At the timeof appointment of an Independent Director the Company issues a formal letter ofappointment setting out in detail the terms of appointment duties responsibilities andcommitments etc. The familiarisation program is available on the Company's website underthe web link: https://starcement.co.in/wp- content/uploads/Familiarization-Programme.pdf

SUBSIDIARIES AND ASSOCIATE COMPANY

M/s. Star Cement Meghalaya Limited M/s. Megha Technical & Engineers PrivateLimited M/s. Meghalaya Power Limited M/s. NE Hills Hydro Limited and M/s. Star CenturyGlobal Cement Private Limited continue to remain subsidiaries of the Company.

Further M/s. Star Cement Lumshnong Limited and M/s. Star Cement North East Limitedhave been incorporated as the wholly owned subsidiary companies which are yet to commenceits operations.

Star Cement Meghalaya Limited is engaged in manufacturing of Cement Clinker and has aClinkerisation plant with an installed capacity of 1.75 MTPA. During the year underreview the Company manufactured 1475660 MT of clinker as against 1642975 MT in FY19-20.

Megha Technical & Engineers Private Limited is engaged in the manufacture ofcement. During the year under review the Company produced 1180 MT of Cement.

Meghalaya Power Limited a wholly-owned subsidiary is engaged in generation of Power.During the year under review the Company generated 129 Mn units of power.

NE Hills Hydro Limited wholly owned subsidiary of your Company is currently notoperational.

Star Century Global Cement Private Limited a wholly-owned subsidiary in Myanmar is yetto commence its operations.

CHANGES IN NATURE OF BUSINESS IF ANY

There has not been any change in the nature of business.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement for the year ended 31st March 2021 for eachof the Company's subsidiaries viz. Star Cement Meghalaya Limited (SCML) Megha Technical& Engineers Private Limited (MTEPL) Meghalaya Power Limited (MPL) NE Hills HydroLimited (NHHL) and Star Century Global Cement Private Limited (SCGCPL) are annexed in theForm AOC - 1 and marked as Annexure-4.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company have been prepared in accordanceto requirements of Indian Accounting Standards as prescribed by the Institute ofChartered Accountants of India and has been included as a part of this Annual Report.

The detailed financial statements and audit reports of each of the subsidiaries of theCompany are available for inspection at the Registered Office of the Company during officehours between 11 A.M. and 1 PM. The Company will arrange to send the financial statementsof the subsidiaries upon written request from a shareholder to the registered address ofthe said shareholder.

DEPOSITS

During the year under report the Company has not accepted any deposits from public orfrom any of the Directors of the Company or their relatives falling under ambit of Section73 of the Companies Act 2013.

SIGNIFICANT MATERIAL ORDERS PASSED BY The COURTS OR REGULATORS

(i) The Director of Mineral resources Meghalaya Shillong vide its Demand notice dated19th February 2020 raised a demand against the Company for payment of royalty MEPRFVAT/GST for an amount of Rs 4184.06 Lakhs in pursuance to the National Green Tribunal(NGT) order dated 17.01.2020 passed in O.A. No. 110 (THC)/2012 against the Company andother Cement and Power Companies in Meghalaya for alleged illegal coal procurement.

The Company has not purchased any illegal coal and has complied with all disclosurerequirements of the various Government departments. The report of NGT Committee has beenfounded on the basis of assumptions and not on hard facts. The Company backed by the legalopinions believed that it has a good case in the matter as the said order was issued onthe basis of certain hypothetical assumptions and without giving any opportunity of beingheard to the Company. Accordingly the Company has preferred an appeal before the AppexCourt and accordingly no provisions has been made in the accounts. (Refer Note no. 44b ofNotes to Accounts).

(ii) In respect of receipt of differential excise duty amounting to Rs 2931.36 Lakhs bythe Company and the subsequent rejection of Review Petition by the Supreme Count of Indiafiled by some of the Petitioners against its judgement dated 22.04.2020 in the matter ofUnion of India Vs. M/s. V.V.F. Limited & Others the Company has refunded 50% ofdifferential excise duty amounting to Rs 1466.23 Lakhs which was received by the Companyin previous years for which demand letter was issued and also provided balance 50%amounting to Rs 1465.13 Lakhs. (Refer Note no. 45a of Notes to Accounts).

(iii) In respect of demand letter received from Central Excise authority for refund ofEducation Cess and Secondary & Higher Education Cess amounting to Rs 566.05 Lakhs theCompany has filed a writ petition before the Hon'ble Meghalaya High Court for quashing ofdemand notice the Meghalaya High Court has stayed the said demand notice matter is nowsub-judice and therefore no provision have been taken in the books of account. (ReferNote no. 44a of Notes to Accounts).

Other than the aforesaid there have been no significant and material orders passed bythe Courts/ Regulators impacting the going concern status and future operations of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes or commitments have occurred between the end of the financial yearand the date of this Report which affect the financial statements of the Company inrespect of the reporting year.

CREDIT RATINGS

Your Company enjoys a sound reputation for its prudent financial management and itsability to meet financial obligations. ICRA Limited has reaffirmed the Company's shortterm rating to [ICRA]A1+ (pronounced ICRA A one plus) and the long term rating to[ICRA]AA- (pronounced as ICRA double A minus). The outlook on the long term rating is'Stable'.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Board of Directors of the Company on the recommendation of the Audit Committeere-appointed M/s. Anita Sahal & Associates Chartered Accountants as the InternalAuditors of the Company for the FY 21-22 under section 138 of the Companies Act 2013.M/s. Anita Sahal & Associates have confirmed about their re-appointment. The InternalAuditors monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company. Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and recommendations if any along withcorrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGES OF 25% OR MORE) IN KEY FINANCIAL RATIOAND CHANGE IN RETURN ON NETWORTH ALONGWITH DETAILED EXPLANATIONS

Key Financial ratios F. Y. 2020-21 F.Y. 2019-20 % change Explanation for Significant Changes
Debtors Turnover ratio 13.98 15.10 (7.40) NA
Inventory Turnover ratio 12.79 14.12 (9.42) NA
Interest Coverage ratio 17.07 13.83 23.42 NA
Current ratio 2.27 2.69 (15.59) NA
Debt Equity ratio 0.09 0.13 (29.22) Due to partial repayment of unsecured loan in the current fiscal year
Operating Profit Margin (%) 11.61 13.67 (15.07) NA
Net Profit Margin (%) 9.45 12.33 (18.29) NA
Return on Net Worth 0.12 0.20 (36.96) Refund / Reversal of receivable on account of differential excise duty followed by the judgemnent of Hon'ble Apex Court

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 along with a statementcontaining particulars of employees as required under Section 197 of Companies Act 2013read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith and marked Annexure-5 and forms part of thisreport.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company values the integrity and dignity of its employees. The Company has put inplace a 'Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 ("Sexual HarassmentAct") and has constituted the Committee with internal and external members. We affirmthat adequate access has been provided to any complainants who wish to register acomplaint under the policy. No complaint was received during the year.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated underthe Listing Obligations and Disclosures Requirements Regulations 2015 formulated bySecurities and Exchange Board of India (SEBI). A separate section on corporate governancealong with a certificate from the auditors confirming the compliance is annexed and formspart of the Annual Report. This certificate will be forwarded to the Stock Exchanges alongwith the Annual Report of the Company.

CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and DisclosuresRequirements Regulations 2015 formulated by Securities and Exchange Board of India(SEBI) the CEO/ CFO certification has been submitted to the Board and a copy thereof iscontained in this Annual Report.

RISK MANAGEMENT

Risk management refers to the practice of identifying potential risks in advanceanalyzing them and taking precautionary steps to reduce the risk. The Company has evolveda risk management framework to identify assess and mitigate the key risk factors of thebusiness. The Board of the Company is kept informed about the risk management of theCompany.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Human Resource (HR) supports and upholds Star Cement's overall goals vision &mission by fostering a positive and engaging work environment. HR ensures that employeesare engaged and motivated to help the Company succeed.

Year 2020-21 was full of challenges as we entered into a 'new normal' due to thepandemic. Ever since we have seen the outbreak of COVID-19 pandemic the organisation hasbeen extremely proactive in managing the crisis and ensuring the safety and wellbeing ofits employees. Standard Operating Procedures (SOPs) for all Plant and Non Plant locationsalong with task force were formed to enforce the COVID Protocols in the workplace.Protocols in the workplace have ensured business continuity even in difficult times.Location HRs ensured that in difficult times during lockdown employees do not get stressedand periodic virtual/ telephonic conference calls were organised to understand theirissues and challenges. Employees were paid on time and no salary and job cuts wereimposed. Retaining contract labour during the pandemic was a great challenge which wasdone successfully.

Employee connect activities were also undertaken in phased manner maintaining protocolsand themes which kept employees engaged aware and happy. For example: Independence Day incorporate office was celebrated maintaining "SMS" (Sanitiser Mask and Socialdistance) as theme and employees pledged to abide by the same.

Under the current situation of pandemic HR partnering role became even more important.With proactive employee centric initiatives and gestures HR has taken great stride inmaking Star Cement an employee friendly organisation. Business were supported througheffective partnering in HR operational matters on real time basis and resolving issueswith empathy and within laid down guidelines/ policies. Quality talent hiring were alsoinitiated both at leadership and operational levels to ensure business continuity. HR& IR interventions played a pivotal role in ensuring seamless production and despatchfrom plants by maintaining safety protocols.

Talent acquisition management and partnering processes are relooked into with anobjective to develop a strong employer value proposition and enhance the brand awarenessand reputation.

As Star Cement embarked on a new journey by commissioning its new grinding unit atSiliguri HR played an important role by providing required manpower support.

Our dedicated Human Capital have transformed its practices from transactional tostrategic from administration to business partnering from hiring todeveloping/counselling and retaining thus contributing in the making of Star Cement asone of the most sought-after places to work in the cement sector in Eastern India.

Industrial Relations have been effective with several interventions & goodpractices.

During the year under review there has not been any material changes in humanresources and industrial relations.

AWARDS AND ACCOLADES

During the year under review your Company was felicitated with the prestigious SCALE2020 (Supply Chain and Logistics Excellence) award by the Confederation of Indian Industry(CM) for outstanding achievement in the cement categorydriving innovation andtransformation consistently for the second consecutive year.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders wherever applicable.

Pursuant to the MCA and SEBI circulars in view of the prevailing situation of thePandemic owing to the difficulties involved in dispatching of the physical copies of theNotice of the 20th AGM and the Annual report of the Company for the financial year ended31st March 2021 are being sent only by email to the Members.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives expectations orpredictions may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include: global anddomestic demand and supply conditions affecting selling prices new capacity additionsavailability of critical materials and their cost changes in Government policies and taxlaws economic development of the country potential impact of the ongoing COVID-19pandemic and related public health issues on economy of country our business thebusinesses of our customers vendors and partners and other factors which are material tothe business operations of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to BanksCentral and State Governments and their departments and the local authorities customersvendors business partners/associates for their continued guidance and support.

The Directors regret the loss of life due to Covid-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. Your Directors would also like to place on record their sincere appreciation forthe commitment dedication and hard work put in by every member of the Company anddedicates the credit for the Company's achievements to them. Last but not least yourDirectors express their gratitude to the shareholders of the Company for reposing theirconfidence and faith in the Management of the Company.

For and on behalf of the Board of Directors
Sajjan Bhajanka
Place: Kolkata Chairman
Date: 9th June 2021 (DIN: 00246043)

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