25 Apr 2017 | Livemint.com

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Blue Star Ltd.

BSE

  • 692.80 24.30 (3.64%)
  • Vol: 113252
  • BSE Code: 500067
  • PREV. CLOSE
    668.50
  • OPEN PRICE
    671.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    692.80(223)

NSE

  • 692.40 0.00 (0%)
  • Vol: 305781
  • NSE Code: BLUESTARCO
  • PREV. CLOSE
    692.40
  • OPEN PRICE
    674.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    692.40(1758)

Blue Star Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Blue Star has consistently followed the principles of good corporate governance through transparency, accountability, fair dealings and mutual trust. Blue Star's Values and Beliefs have become a way of life in the Company, and each employee is responsible for strict adherence to these values.

VALUES, BELIEFS AND CREDO

Blue Star has spelt out a set of ten Values and Beliefs inter alia, laying emphasis on integrity and ethics, enhancement of shareholder value, and others, thereby underlining its basic business philosophy and its responsibilities to all stakeholders: customers, shareholders, employees, business partners and society. The Credo is to deliver a world-class customer experience. Ensuring high standards of corporate governance continues to be one of the core values.

While Blue Star participates in a competitive and demanding market, the Blue Star Way provides a code of conduct for its employees that requires strict adherence to the Corporate Values while delivering a world-class customer experience. The Company makes conscious efforts to align employees and business partners with the Blue Star Way.

CORPORATE SAFETY POLICY

Blue Star's management firmly believes that the safety of its employees and all the stakeholders associated with the Company's project sites and manufacturing facilities is of utmost importance. Safety is an essential and integral part of all the Company's work activities. Blue Star believes that incidents or accidents and risk to health are preventable through active involvement of all the stakeholders, thereby creating a safe and accident-free work place.

BOARD OF DIRECTORS

Mr Satish Jamdar stepped down from the office of the Managing Director of the Company w.e.f. April 1, 2016. In line with the succession planning approved by the Nomination and Remuneration Committee, Mr Vir S Advani and Mr B Thiagarajan, Executive Directors, were elevated to the positions of Managing Director and Joint Managing Director respectively, w.e.f. April 1, 2016, for a period of 5 years. Thus, the Board now comprises nine Directors, out of which one is the Managing Director, one is the Joint Managing Director, and out of the balance seven Directors, two are Non-Executive, Non-Independent Directors, and the remaining five are Independent Directors.

NUMBER OF MEETINGS HELD BY THE BOARD

Seven Board Meetings were held during the financial year 2015-16 i.e. on May 29, 2015; July 28, 2015; September 29, 2015; October 26, 2015; January 29, 2016; March 8, 2016; and March 11, 2016. The Company had convened its last Annual General Meeting (AGM) on July 28, 2015.

The Directorships as mentioned above consist of Directorships held in public limited companies and private limited companies. The committees considered above are audit committees and stakeholders' relationship committees.

None of the Directors is a member in more than 10 committees nor is a chairperson/chairman of more than 5 committees, amongst the companies mentioned above.

Except Mr Ashok M Advani, Mr Suneel M Advani and Mr Vir S Advani, who are related, none of the other Directors is a relative of the other.

DETAILS OF DIRECTORS BEING RE-APPOINTED

As per the provisions of the Companies Act, 2013 ('the Act'), two-thirds of the total number of Directors (other than Independent Directors) should be retiring Directors. One-third of these retiring Directors are required to retire every year, and if eligible, these Directors qualify for re-appointment by the members at the Annual General Meeting.

Pursuant to the provisions of the Act, Mr Suneel M Advani (DIN: 00001709) retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Mr Vir S Advani (DIN: 01571278) is proposed to be appointed as Managing Director of the Company for a period of five (5) years, with effect from April 1, 2016, subject to approval by the shareholders.

Mr B Thiagarajan (DIN: 01790498) is proposed to be appointed as Joint Managing Director of the Company for a period of five (5) years, with effect from April 1, 2016, subject to approval by the shareholders.

A detailed profile of Mr Suneel M Advani, who is eligible for re-appointment has been provided separately by way of an Annexure to the Notice for the Annual General Meeting, as required under the Act and the SEBI (Listing Obligation and Disclosure Requirements), 2015 (hereinafter called as 'Listing Regulations'). Explanatory statements on the resolutions proposed for appointment of Mr Vir S Advani and Mr B Thiagarajan are also provided therein, as required by the Act.

FAMILIARISATION OF INDEPENDENT DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, functions, duties and responsibilities expected of him/her as a Director of the Company. The Company's management makes business presentations periodically at Board meetings to familiarise Independent Directors with the strategy, operations and functions of the Company. Such presentations help them understand Blue Star's strategy, competitive landscape, business model, operations, service and product offerings, markets, organisation structure, finance, human resources, technology, quality, facilities and risk management, and such other areas as may be relevant for their familiarisation from time to time. These interactions provide them with a holistic perspective of the Company's business and regulatory framework.

Weblink: <http://www.bluestarindia.com/investors/images/familiarization-programme-for-independent-directors.pdf>

PERFORMANCE EVALUATION

The Board has carried out an annual performance evaluation comprising review of the performance of the Directors individually as well as the evaluation of the working of its Committees and the entire Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as structure and composition of the Board, quality of Board processes, Board culture and dynamics, and effectiveness in carrying out its role as expected by all Stakeholders.

A separate exercise was carried out to evaluate the performance of individual Directors, including Chairman of the Board, who was evaluated on parameters such as level of engagement and contribution, ability to encourage frank and free discussions among Board members, relationships with Board members, etc.

In accordance with the provisions of the Act and the Listing Regulations, a meeting of the Independent Directors of the Company was also held on March 23, 2016, to discuss the following:

• performance of Non-Independent Directors and the Board as a whole;

• performance of the Chairman of the Board, taking into account the views of Executive Directors and Non-Executive Directors; and

• quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

This was further deliberated by the Board to ensure effective implementation of the findings of the evaluation.

AUDIT COMMITTEE

The Audit Committee comprises three Independent Directors; namely, Mr Shailesh Haribhakti, Mr Pradeep Mallick and Mr M K Sharma. Mr Shailesh Haribhakti is Chairman of the Audit Committee. Mr Vir S Advani stepped down as a member of the Audit Committee w.e.f. May 30, 2016, consequent to his elevation to the position of Managing Director of the Company.

NO. OF MEETINGS HELD BY THE COMMITTEE

The Committee met on May 29, 2015; July 28, 2015; September 29, 2015; October 26, 2015; January 29, 2016 and February 9, 2016.

TERMS OF REFERENCE

A. Financial Reporting and Financial Reporting Processes, Internal Controls:

1. Oversight of the Company's financial reporting process, its overall internal controls and the disclosure of its financial information submitted to stock exchanges, regulatory authorities or the public, to ensure that the financial statements are correct, sufficient and credible.

2. Oversee the Company's internal control framework, its adequacy and appropriateness across business processes.

3. Review with Management, annual financial statements and Auditors' Report thereon, before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors' Responsibility statement to be made part of the Board's report in terms of clause (c) of Sub-section 3 Section 134 of the Act.

b. Changes, if any, in the accounting policies and reasons for the same.

c. Major accounting entries based on the exercise of the judgment by the Management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements concerning financial statements.

f. Disclosures in financial statements, including related party transactions.

g. Modified opinion(s) in the draft Audit Report.

4. Review any accounting adjustments that were noted or proposed by the statutory auditors but were not passed (as immaterial or otherwise).

5. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing with the Management, the statement of use/application of funds raised through an issue (public, rights, preferential issue, etc) the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the agency monitoring the utilisation of proceeds of a public issue or rights issue, and making appropriate recommendations to the Board to take steps in the matter whenever such fund raising happens.

7. Review and monitor the auditors' independence and performance, and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the Company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the Company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing with the Management, performance of statutory and internal auditors, and adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, including structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of the internal audit.

14. Discussion with internal auditors on any significant findings and follow up thereon.

15. Reviewing the findings of any internal investigations by the internal auditors in matters where there is a suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, stakeholders (in case of non-payment of declared dividends) and creditors.

18. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background etc of the candidate.

B. Review of Information:

1. Review of the Management Discussion and Analysis of the financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the Committee), submitted by the Management.

3. Management letters/Letters of internal control weaknesses issued by the statutory auditors.

4. Internal audit reports relating to internal control weaknesses.

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

6. Statement of deviations:

a. Quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of Listing Regulations.

b. Annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice, in terms of Regulation 32(7) of Listing Regulations.

C. Statutory Audit:

1. Recommend to the Board, the appointment, re-appointment, terms of appointment, and if required, the replacement or removal of the statutory auditors and cost auditors after considering and reviewing their independence and effectiveness, and recommend the audit fees.

2. Give approval for making all payments to the statutory auditors for any other services rendered by them.

3. Annually review and discuss with the statutory auditors, all significant relationships that they have with the Company or any of its related parties to determine the auditors' independence.

4. Review the performance of the statutory auditors.

5. Review and discuss the scope of the statutory auditors' annual audit.

6. Review of Management letters and any significant findings and recommendations issued by the statutory auditors, together with the Management's response thereto.

7. Following completion of the annual audit, review with the statutory auditors, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

8. Meet at least once in a year separately with the statutory auditors to discuss any matters that the Committee or the statutory auditors believe should be discussed separately.

9. Review the annual Cost Audit Report submitted by the Cost Auditors.

D. Internal Audit:

1. Review the Internal Audit plan and recommend changes, for the approval of the Board.

2. To approve appointment, removal and terms of remuneration of the Chief Internal Auditor or a professional firm selected to manage internal audit deliverables.

3. Consider and approve, in consultation with the Statutory Auditors and the Internal Auditor, the annual scope and plan of the Company's Internal Audit and any significant changes thereto.

4. Review with the Internal Auditor and the Statutory Auditors, the co-ordination of audit efforts to assure adequacy of coverage, reduction of redundant efforts, and the effective use of audit resources.

5. Review any significant findings and recommendations of Internal Audit, together with the Management's responses thereto.

6. Review the findings of any internal investigations by the Internal Auditor in matters where there is suspected fraud or irregularity or a failure of an internal control system of a material nature, and report the matters to the Board.

7. Review with the Internal Auditors, any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

8. Meet at least once in a year separately with the Internal Auditor, to discuss any matters that the Committee or the Chief Internal Auditor believes should be discussed separately.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises two Independent Directors; namely, Mr Gurdeep Singh and Mr Pradeep Mallick, and two Non-Executive Non-Independent Directors; namely, Mr Ashok M Advani and Mr Suneel M Advani.

Mr Gurdeep Singh is the Chairman of the Committee.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting.

TERMS OF REFERENCE

1. To inter alia recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board, commensurate with the size, nature of the business and operations of the Company.

2. To establish criteria for selection to the Board, with respect to the competencies, qualifications, experience, track record, integrity and gender, and to establish Director retirement policies and appropriate succession plans, and determining overall compensation policies of the Company.

3. To monitor/administer the Company's Employee Stock Option Schemes formulated from time to time, and take appropriate decisions in terms of the concerned Scheme(s) and such other matters as may be required under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

4. To review market practices and formulate a remuneration policy, and within the framework of the said policy:

a. Recommend to the Board, a remuneration package applicable to the leadership team comprising the working directors and the key managerial personnel.

b. Recommend to the Board for its approval, performance parameters for them, review the same from time to time and thereafter, recommend the above to the Board for its approval.

5. Such other matters as may be required under the Act and Listing Regulations.

REMUNERATION POLICY

The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable component) to its Managing Director and Joint Managing Director. Annual increments are decided by the Nomination and Remuneration Committee (NRC), within the salary scale approved by the members of the Company. NRC recommends to the Board, the commission payable to the Managing Director and Joint Managing Director out of the profits for the financial year, and within the ceilings prescribed under the Act, based on the performance of the Company as well as the Managing Director and Joint Managing Director. Services may be terminated by either party, giving the other party six months' notice. There is no separate provision for payment of severance fees.

Non-Executive Directors are, in addition to sitting fees, paid a commission based on the net profits of the Company, partly by way of a fixed amount and partly based on the number of meetings attended by them.

The Company has an Employee Stock Option Scheme 2013 in place. During the year under review, Mr Satish Jamdar, erstwhile Managing Director, had exercised 15,000 employee stock options. Further details on the Employee Stock Option Scheme 2013 may be referred to in Annexure 3 to the Board's Report

INVESTOR GRIEVANCE CUM STAKEHOLDERS' RELATIONSHIP COMMITTEE

Investor Grievance cum Stakeholders' Relationship Committee comprises four Directors; namely, Mr Gurdeep Singh, Mr Ashok M Advani, Mr Suneel M Advani and Mr B Thiagarajan. Mr Gurdeep Singh, who is an Independent Director, is the Chairman of this Committee.

TERMS OF REFERENCE

The Investor Grievance cum Stakeholders' Relationship Committee specifically looks into the redressal of investors' complaints relating to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends and other stakeholders' related matters. In addition, the Committee also looks into matters, which facilitate investors' services and relations.

The Company had no complaints outstanding as on April 1, 2015, and received 53 complaints during the year ended March 31, 2016, and all complaints were resolved to the satisfaction of the shareholders. There were no complaints outstanding as on March 31, 2016.

COMPLIANCE OFFICER

Mr Vijay Devadiga Company Secretary and Compliance Officer Tel: 022 6665 4000, Fax: 022 6665 4151 Email: investorcomplaints@bluestarindia.com

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

CSR Committee of Directors as required under Section 135 of the Act comprises Mr Suneel M Advani, Mr B Thiagarajan and Ms Shobana Kamineni. Mr Suneel M Advani is the Chairman of this Committee. The Committee met on January 29, 2016. Mr Satish Jamdar stepped down as a member of the Committee w.e.f. January 29, 2016 due to his impending retirement from the Company.

TERMS OF REFERENCE

1. To formulate and recommend to the Board, a CSR Policy, which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.

2. To recommend the amount of expenditure to be incurred on the CSR activities.

3. To monitor the CSR Policy of the Company from time to time.

A detailed CSR Report, which forms a part of Annexure 2 of the Board's Report, may be referred to, for further information on CSR.

RISK MANAGEMENT COMMITTEE

The Company has a robust risk management framework to identify, monitor and minimise risks.

The Company has a comprehensive risk management policy which is periodically reviewed by the Risk Management Committee. The Members of the Risk Management Committee are Mr Vir S Advani, Mr Suneel M Advani, Mr B Thiagarajan and Mr Neeraj Basur. Mr Vir S Advani is the Chairman of this Committee. Mr Satish Jamdar, Chairman of the Committee, stepped down as a member w.e.f. January 29, 2016 due to his impending retirement from the Company. The Committee met on May 18, 2015; September 23, 2015; December 24, 2015; and March 28, 2016.

TERMS OF REFERENCE

1. Annually review and approve the risk management policy and associated frameworks, processes and practices of the Company.

2. Ensure that the Company is taking appropriate measures to achieve prudent balance between risk and rewards in both ongoing and new business activities.

3. Assist the Board in effective operation of the risk management systems by performing specialised analyses and quality reviews.

4. Ensure that the Company has a robust compliance framework. Review the compliance reports and ensure appropriate measures for compliance adherence.

5. Maintain an aggregated view on the risk profile of the Company and its underlying business segments.

6. Report to the Board details on the risk exposures and actions taken to manage the exposures.

7. Advise the Board with regard to risk management decisions, in relation to the strategic and operational matters such as corporate strategy, mergers and acquisitions, and related matters.

8. Make regular reports to the Audit Committee and Board on risk assessment and mitigation strategies adopted by the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has a Code of Conduct for Prevention of Insider Trading in the shares and securities of the Company for its Directors, key managerial personnel and designated employees, and the same is disclosed on the website of the Company www.bluestarindia.com

SUBSIDIARY COMPANIES

Blue Star Engineering & Electronics Limited and Blue Star Qatar (WLL) are subsidiaries of the Company. In accordance with the Listing Regulations, the Company has formulated a policy on determining material subsidiaries and the same has been disclosed on the website of the Company www.bluestarindia.com Weblink: <https://www.bluestarindia.com/about/images/policy-for-determining-material-subsidiaries.pdf>

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act, read with the Listing Regulations during the financial year, were in the ordinary course of business and at an arm's length basis. The requisite approvals of the Audit Committee and Board members, as applicable, are taken from time to time. There were no materially significant transactions with related parties during the financial year, which were in conflict with the interests of the Company. The Company has adopted a policy for related party transactions and the same is disclosed on the website of the Company www.bluestarindia.com Weblink: <https://www.bluestarindia.com/about/images/policy-for-transaction-with-related-parties.pdf>

COMMODITY PRICE RISK/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Commodity risk is mitigated by entering into annual rate contracts with major suppliers which is factored in pricing decisions. This approach provides sufficient mitigation against volatility in commodity rates.

Blue Star has a well-defined forex risk management policy which ensures proactive and regular monitoring and managing of foreign exchange exposures. The forex policy of the Company defines limits for uncovered exposures. The Company uses foreign exchange forward and options contracts to hedge the forex exposure. The hedging strategy is to gear towards managing currency fluctuation risk within predefined risk appetite, while complying with applicable guidelines, rules, regulations and other statutory compliances. The Company does not use foreign exchange forward and options contract for trading or speculative purposes. Forward and options contract are fair valued at each reporting date. The resultant gain or loss from these transactions is recognised in the Statement of Profit and Loss.

OTHER DISCLOSURES

1. The details of transactions with related parties are given in Note no. 33 to the financial statement for the year ended March 31, 2016. There were no materially significant related party transactions, which are likely to have potential conflict with the interests of the Company at large.

2. The Company has complied with the requirements of regulatory authorities on capital markets, and no penalties/strictures have been imposed on/against it.

3. The Company has complied with all the requirements specified in Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) of Listing Regulations. The Company has also complied with discretionary requirements such as maintaining an office for the Non-Executive Chairman at the Company's expense, ensuring financial statements with unmodified audit opinion, separation of post of Chairman and Managing Director, and reporting of internal auditor directly to the Audit Committee.

4. The Company has followed all relevant Accounting Standards while preparing the Financial Statements.

5. Pursuant to the formulation of a Whistle Blower Policy by the Company, a mechanism has been provided to all the employees of the Company to enable them to report on any frauds/irregularities by way of complaints. The Whistle Blower Policy provides access for personnel to the Audit Committee and the same has not been denied.

POSTAL BALLOT

During the year under review, a Postal Ballot was conducted for taking approval of the public shareholders by way of Ordinary Resolution on the Composite Scheme of Amalgamation of Blue Star Infotech Limited and Blue Star Infotech Business Intelligence and Analytics Private Limited with Blue Star Limited and their respective shareholders and creditors.

Mr Bharat Upadhyay, Practicing Company Secretary was appointed as Scrutiniser for conducting the Postal Ballot Process. In the Postal Ballot conducted pursuant to the Listing Regulations, the Company had offered e-voting facility, through National Securities Depository Limited (NSDL), as an alternate, to enable the shareholders to cast their votes electronically.

MEANS OF COMMUNICATION

The Company published its quarterly and half yearly results in the prescribed form within the prescribed time. The results were forthwith sent to the Stock Exchanges, where shares are listed and the same were published in Economic Times and Mumbai Lakshadeep. The financial results are also displayed on the website of the Company www.bluestarindia.com Official press releases also feature on the corporate website. The Company often holds meets with institutional investors and analysts after declaration of the results as mentioned on the website. Management Discussion and Analysis forms part of the Annual Report.

SHAREHOLDERS' INFORMATION

ANNUAL GENERAL MEETING:

Date : August 1, 2016

Time : 3 pm

Venue : Jai Hind College Hall 23-24, Sitaram Deora Marg, (‘A’ Road), Churchgate, Mumbai 400 020.

FINANCIAL CALENDAR (PROVISIONAL):

Unaudited results for the quarter ending June 30, 2016 : August 1, 2016

Unaudited results for the quarter ending Sept 30, 2016 : November 10, 2016

Unaudited results for the quarter ending Dec 31, 2016 : January 25, 2017

Audited results for the year ending March 2017 : May 30, 2017

Date of Book Closure : Monday, July 18, 2016 to Monday, July 25, 2016

LISTING ON STOCK EXCHANGES :

BSE (Bombay Stock Exchange) Ltd

National Stock Exchange of India Ltd

Listing fees as applicable have been paid

STOCK CODE : BSE Ltd - 500067

National Stock Exchange of India Ltd - BLUESTARCO

NSDL/CDSL - ISIN : INE 472A01039

REGISTRAR & TRANSFER AGENTS

Link Intime India Pvt Ltd C-13, Kantilal Maganlal Estate Pannalal Silk Mills Compound L B S Marg, Bhandup (W) Mumbai 400 078. Tel: +91 22 2594 6970, Fax: +91 22 2594 6969 Email: rnt.helpdesk@linkintime.co.in

SHARE TRANSFER SYSTEM

The Company's shares are traded in the Stock Exchanges in demat mode. These transfers are effected through NSDL and CDSL. Most of the transfers of shares take place in this form. Transfer of shares in the physical form are processed and approved weekly and the certificates are returned to the shareholders within 15 days from the date of receipt, subject to documents being valid and complete in all respects.

UNCLAIMED DIVIDENDS

All the shareholders, whose dividends are unclaimed are requested to claim their dividends. Under the provisions of the Act, it would not be possible to claim the dividend amount, once deposited in Investor Education & Protection Fund.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year under review, the Company has credited Rs.34,81,968 as unpaid final dividend, for the financial year 2007-2008, lying in the unclaimed/unpaid dividend account to the Investor Education & Protection Fund.

DEMATERIALISATION OF SHARES & LIQUIDITY

About 96.74% of the equity shares have been dematerialised by about 86.05% of the total shareholders as on March 31,2016. The Company's shares can be traded only in dematerialised form as per SEBI notification. The Company has entered into agreements with NSDL and CDSL whereby shareholders have the option to dematerialise their shares with either of the Depositories. About 26.70% of the equity shares are held by public, and the shares are actively traded in BSE and NSE.

PLANT LOCATIONS

Blue Star Limited Village Vasuri Khanivali Road Taluka Wada Dist: Thane 421 312.

Blue Star Limited Survey No.265/2 Demni Road U.T. of Dadra & Nagar Haveli 396 193.

Blue Star Limited Nahan Road Village Ogli, Kala Amb Dist: Sirmour  Himachal Pradesh 173 030.

Blue Star Limited Nahan Road Rampur Jattan Kala Amb Dist: Sirmour  Himachal Pradesh 173 030.

Blue Star Limited 501/3, 503/2 Tejpur Road Sarkhej Baula Highway Changodar  Ahmedabad 382 213.

OUTSTANDING GDRs/ADRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS

There are no outstanding convertible warrants/instruments.

COMPLIANCE OFFICER

Mr Vijay Devadiga Company Secretary and Compliance Officer Tel: +91 22 6665 4000, Fax: +91 22 6665 4151 Email: investorcomplaints@bluestarindia.com

ADDRESS FOR CORRESPONDENCE

Blue Star Limited Kasturi Buildings Mohan T Advani Chowk Jamshedji Tata Road Mumbai 400 020. CIN: L28920MH1949PLC006870 Website: www.bluestarindia.com

Declaration

As provided under Regulation 26(3) of the Listing Regulations, the Directors and the senior management personnel have confirmed compliance with the Code of Conduct during the financial year ended March 31, 2016.

For BLUE STAR LIMITED

Vir S Advani

Managing Director

PLACE : Mumbai

DATE : May 30, 2016