Star Cement Limited — AGM Information 2020

Sep 29, 2020

29th September, 2020

National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G Bandra Kurla Complex, Bandra (E) Mumbai-400 051 Stock code: STARCEMENT

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 Stock code: 540575

Subject: Proceedings of 19th Annual General Meeting of the Company held on 29th September, 2020 as per Regulation 30 read with Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

Dear Sirs,

Pursuant to the Regulation 30 read with Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended we are pleased to inform you that 19th Annual General Meeting of the members of the Company duly convened and held on today i.e., 29th September, 2020 at 2.00 p.m. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM").

We have enclosed summary of the proceedings of the 19th Annual General Meeting for your information and record.

Thanking you,

Yours faithfully,

For Star Cement Limited X

Company Secretary Signed by: THAKURTA DEBABRATA Debabrata Thakurta (Company Secretary)

Encl. as stated

Summary of the Proceedings of the 19th Annual General Meeting

The 19th Annual General Meeting ('AGM') of the Members of Star Cement Limited was held on Tuesday, 29th September, 2020 through Video Conferencing / Other Audio Visual Means in conformity with the regulatory provisions and Circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India. The Meeting commenced at 2.00 p.m. (1ST).

• Mr. Debabrata Thakurta, Company Secretary, made a welcome address to the Members attending the AGM and briefed about the necessity for holding virtual AGM. General guidelines to be followed during the Meeting and e-voting facility provided during the meeting was also informed to the members.
• Mr. Sajjan Bhajanka, Chairman and Managing Director of the Company chaired the Meeting. The requisite quorum being present, Meeting was called to order.
• The Chairman introduced the Directors & Key Managerial Personnel who have joined the Meeting. All the directors including the respective Chairpersons of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee etc., were present at the AGM. Representatives of the Statutory Auditors and Secretarial Auditors of the Company were also present at the Meeting through video conference from their respective locations.
• The Chairman informed the Members that the Registers and Documents, as statutorily required to be made available at the AGM, were available for inspection during the Meeting.
• The Chairman then delivered his address to the Shareholders covering the highlights of overall situation prevailing in the country and on the performance and progress of the Company made during the year 2019-20.
• With the approval of the shareholders' present, the notice and the Board's Report were taken as read. The Company Secretary thereafter informed the Members that the Statutory Auditors' Report does not contain any qualifications, observations or comments on financial transactions or other matters, which have any adverse effect on the functioning of the company. The Secretarial Auditors have also not made any adverse qualification or observation in their report. Hence, the Auditors' Report on the Financial Statement and the Secretarial Audit Report were not required to be read.

• The Company had provided remote e-voting facility and facility to vote during the AGM to the members. The Company had engaged the services of National Securities Depository Limited (NSDL) to provide facility of e-voting to all Members of the Company as on 22nd September, 2020. The remote e-voting was opened on 9.00 a.m. on Friday, 25th September, 2020 and closed at 5.00 p.m. on Monday, 28th September, 2020.
• The facility for voting at the Meeting through e-Voting System was made available to Members who had not cast their vote by remote e-Voting prior to the Meeting and were attending the Meeting.
• The Company had appointed Md. Shahnawaz, Company Secretary in Practice, as the Scrutinizer for the purpose of scrutinizing the remote e-voting and e-voting during the Meeting.
• After the following resolutions were duly tabled at the Meeting, Members who had registered themselves as Speakers and were attending the Meeting through VC / OAVM, expressed their views and sought clarifications. The Chairman responded to the queries raised / clarifications sought by the Members who spoke at the meeting.

The following items of businesses as per notice of the 19th Annual General Meeting were transacted at the Meeting:

Ordinary Business:

.

• 1. Approval and adoption of Audited Financial Statements (including Audited Consolidated Financial Statements) of the company for the Financial Year ended 31st March, 2020 and the Reports of Board of Directors and Auditors thereon.
• 1. Confirmation of Interim Dividend @100% (i.e., Re.1/- per equity share of Re.1/- each) declared and paid for the Financial year 2019-20.
• 1. Appointment of a Director in place of Mr. Rajendra Chamaria (DIN: 00246171), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

1. Appointment of Mr. Amit Kiran Deb (DIN: 02107792) as an Independent Director for a period of 5 years commencing from 1st April, 2020 upto 31st March, 2025, not liable to retire by rotation and for his continuation as an Independent Director after he attains 75 years of during tenure of his directorship. (Special Resolution).

• 1. Confirmation and ratification of remuneration payable to M/s. Sanjib Das & Associates, Cost Accountants for the Financial year ending 31st March, 2021.
• 1. Approval for Material Related Party Transactions entered or to be entered by the Company with Star Cement Meghalaya Limited upto an amount of Rs.1,100 crores in a Financial Year.
• 1. Approval for Material Related Party Transactions entered or to be entered by the Company with Meghalaya Power Limited upto an amount of Rs.150 crores in a Financial Year.
• 1. Approval for Material Related Party Transactions entered or to be entered by the Company with Megha Technical & Engineers Private Limited upto an amount of Rs.100 crores in a Financial Year.
• 1. Approval for Material Related Party Transactions entered or to be entered by the Company with Shyam Century Ferrous Limited upto an amount of Rs.50 crores in a Financial Year.

Mr. Sajjan Bhajanka being interested in businesses at item number (6), (8) and (9) handed over the Chair to Mr. Amit Kiran Deb, Director and for item no. (7) handed over the Chair to Mr. Santanu Ray, Director to conduct the proceedings of the meeting for these item of business and he did not took part in the proceedings. Thereafter Mr. Sajjan Bhajanka resumed the chair.

• The Chairman informed the members that the consolidated results of e-voting would be announced not later than forty eight hours of the conclusion of the AGM and the same shall also be intimated to the Stock Exchanges and posted on the website of the Company and that of National Securities Depository Limited.
• The Chairman then thanked the members present and declared the meeting as closed. The meeting concluded at 2.43 PM (IST).

This is for your information and record.

Thanking you,

Yours faithfully, For Star Cement Limited

X

Signed by: THAKURTA DEBABRATA Debabrata Thakurta (Company Secretary)