Star Cement Limited — Proxy Solicitation & Information Statement 2019

Feb 25, 2019

25[th] February, 2019

The Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G Bandra Kurla complex, Bandra-East Mumbai-400 051 Stock code: STARCEMENT

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

Dear Sir(s),

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Notice of Postal Ballot (including e voting)

With reference to the above, please find enclosed herewith the Postal Ballot Notice (including e voting) along with the Postal Ballot Form ("Notice") as approved by the Board of Directors at their meeting held on 4[th] February, 2019, pursuant to Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20, 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended for seeking approval of the Members of the Company in respect of the business as mentioned therein.

The Notice along with the Explanatory Statement has been despatched to all Members whose email ID's are registered with the Depository Participants or the Registrar and Share Transfer Agent and to the Members whose email ID's are not registered, physical copies has been sent through permissible mode. The cut-off date for sending the Notice has been taken as 8[th] February, 2019.

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to its Members. The e-voting period will commence on Tuesday, 26[th] February, 2019 at 9:00 A.M (IST) and end on Wednesday, 27[th] March, 2019 at 5:00 P.M. (IST). The result of the Postal Ballot will be announced on Friday, 29[th] March, 2019.

This is for your information and records.

Thanking you, For Star Cement Limited 25-02-2019 X Debabrata Thakurta Company Secretary Signed by: DEBABRATA THAKURTA Debabrata Thakurta (Company Secretary) Encl. As stated

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STAR CEMENT LIMITED

CIN: L26942ML2001PLC006663

Regd. Office: Vill: Lumshnong, P.O.: Khaliehriat, Dist.: East Jaintia Hills, Meghalaya – 793210 Corporate Office: Satyam Towers, 1st Floor, Unit 9B, 3, Alipore Road, Kolkata-700 027 Tel: 033-2448-4693/4170, Fax: 03655-278217, Email: investors@starcement.co.in Website: www.starcement.co.in

NOTICE OF POSTAL BALLOT

To

The Members,

NOTICE IS HEREBY GIVEN pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) (including any statutory modification or re-enactment thereof for the time being in force), to seek approval of the Members of the Company, to the appended resolution through postal ballot (including electronic voting).

The explanatory statement pursuant to Section 102 of the Act, pertaining to the resolution setting out the material facts and the reasons thereof and postal ballot form is also annexed hereto.

Pursuant to Rule 22(5) of the Rules, the Board of Directors has appointed Md. Shahnawaz, Practising Company Secretary (Membership No. ACS 21427 and Certificate of Practice No. 15076), as the Scrutinizer to conduct the Postal Ballot including e-voting process in a fair and transparent manner, scrutinize the voting done through postal ballot and e-voting and to submit his report of voting. He has communicated his willingness to be appointed and available for the said purpose.

Members have the option to vote either by postal ballot or through e-voting. Members opting to vote by postal ballot are requested to read carefully the instructions printed on the postal ballot form and return the same, completed and signed in the enclosed postage prepaid self-addressed envelope, so as to reach the Scrutinizer on or before the close of working hours (5:00 PM IST) on Wednesday, March 27, 2019. Members who opt for e-voting are requested to read carefully the instructions given in the notes forming part of this notice.

Based on the Scrutinizer’s Report, the Results of the Postal Ballot including e-voting will be declared on Friday, March 29, 2019 by 5.30 P.M. IST at the Registered Office of the Company. The declared Results, along with the Scrutinizer’s Report, will be available on the Company’s corporate website www.starcement.co.in and will also be forwarded to the Stock Exchanges where the Company’s shares are listed i.e. BSE & NSE. A copy of the result will also be forwarded to National Securities Depository Limited (NSDL), engaged by the Board of the Directors of the Company for facilitating e-voting, for displaying these Results on its website www.evoting.nsdl.com.

In the event the resolution is passed by requisite majority, the date of passing the resolution will be deemed to be Wednesday, March 27, 2019 viz. the last date for receipt of duly completed postal ballot forms or e-voting. SPECIAL BUSINESS:

1. To re-appoint Mr. Mangilal Jain as an Independent Director

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

“ RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Mangilal Jain (DIN: 00353075), who’s appointment as an Independent Director of the Company for a period of 5 years comes to an end as on 31st March, 2019 and who is also above the age of 75 years, be and is hereby re-appointed as an Independent Director of the Company and to hold office for a second term of 1 (one) consecutive year from 1st April, 2019 upto 31st March, 2020 who shall not be liable to retire by rotation ;

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors of the Company be and is hereby authorized to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient in this regard.”

By Order of the Board For STAR CEMENT LIMITED

Place: Kolkata Date: February 04, 2019

Debabrata Thakurta Company Secretary

STAR CEMENT LIMITED 1

NOTES:

• i. An explanatory statement pursuant to section 102 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder in respect of the business set out above are annexed hereto.

• ii. The Board of Directors of the Company has appointed Md. Shahnawaz, Practising Company Secretary (Membership No. ACS 21427 and Certificate of Practice No. 15076) as Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner.

• iii. The Postal Ballot notice is being sent to the members, whose names appeared in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories on Friday, February 08, 2019 and the voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Friday, February 08, 2019. The Postal Ballot Notice is being sent in electronic mode to those Members who have registered their e-mail addresses with the Company or with the Depositories and in physical mode to the other Members.

Voting through electronic means:

• iv. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended, the Company is pleased to provide voting by electronic means (“e-voting”) facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited to provide e-voting facility to its Members.

• v. The business set out in the Notice may be transacted through electronic voting system. Member(s) desirous of exercising vote through electronic means are requested to carefully follow the instructions given in this Postal Ballot Notice. The voting through electronic means will commence on Tuesday, February 26, 2019 at 9:00 A.M. IST and will end on Wednesday, March 27, 2019 at 5:00 P.M. IST. The members will not be able to cast their vote electronically beyond the date and time mentioned above.

• vi. Member(s) desirous of exercising vote by Postal Ballot Form are requested to carefully read the instructions printed on the Postal Ballot Form. The duly completed Postal Ballot Form is to be sent in the postage prepaid self-addressed envelope to the Scrutinizer not later than the close of working hours on Wednesday, March 27, 2019 at 5:00 P.M. IST. All Postal Ballot Forms received after this date will be treated as if reply from such Member has not been received. Also no other Form or photocopy thereof is permitted. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballots, if sent at the expense of the registered member will also be accepted. Members can opt for only one mode of voting i.e. either postal ballot or e-voting. In case any Member votes both by Postal Ballot and e-voting, the votes cast through e-voting shall prevail and the votes cast through Postal Ballot shall be considered invalid.

• vii. The Scrutinizer will submit the consolidated report to the Chairman after completion of the scrutiny and the results of the postal ballot including e-voting will be announced by the Chairman or by any Director of the Company, as may be authorised by the Chairman on Friday, March 29, 2019 by 5.30 P.M. IST at the Registered Office of the Company. The results along with the Report will be posted on the website of the Company www.starcement.co.in besides communicating to the Stock Exchanges where the shares of the Company are listed. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for receipt of duly completed Postal Ballot Forms or e-voting i.e. Wednesday, March 27, 2019. The Scrutinizer’s decision on the validity of a Postal Ballot form shall be final.

• viii. Any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to the Company Secretary, Star Cement Limited, Satyam Towers, 1st Floor, Unit 9B, 3, Alipore Road, Kolkata-700 027 or at email: investors@starcement.co.in or any query pertaining to electronic voting may be addressed to Ms. Pallavi Mhatre, Assistant Manager, National Securities Depository Ltd., Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013 or at email: pallavid@nsdl.co.in

2 STAR CEMENT LIMITED

The process and manner for remote e-voting are as under:

Step 1: Log-in to NSDL e-Voting system

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details will be as per details given below :

5. a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**).

6. b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12** then your user ID is 12**).

7. c) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001 and EVEN is 101456 then user ID is 101456001).

8. Your password details are given below:

9. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

10. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

11. c) How to retrieve your ‘initial password’?

    • i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • ii. If your email ID is not registered, your ‘initial password’ will be communicated to you on the physical copy of the ballot paper being sent with physical copy of the notice of the Postal Ballot. Initial Password is provided, as follows, at the bottom of the Ballot Paper.

12. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

13. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

14. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

15. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

16. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

17. Now, you will have to click on “Login” button.

18. After you click on the “Login” button, Home page of e-Voting will open.

STAR CEMENT LIMITED 3

Step 2 : Cast your vote electronically on NSDL e-Voting system.

• i. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

• ii. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

• iii. Select the ‘EVEN’ (E-Voting Event Number) of Star Cement Limited.

• iv. Now you are ready for e-voting as ‘Cast Vote’ page opens.

• v. Cast your vote by selecting appropriate option and click on ‘Submit’. Click on ‘Confirm’ when prompted.

• vi. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

• vii. Once you have voted on the resolution, you will not be allowed to modify your vote.

• viii. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution, Authority Letter, along with attested specimen signature of the duly authorised signatory (ies) who are authorised to vote, to the Scrutinizer by an e-mail at csmdshah@gmail.com with a copy marked to evoting@nsdl.co.in.

• II. In case of any queries, you may refer to the ‘Frequently Asked Questions’ (FAQs) for members and ‘e-voting user manual’ available in the downloads section of NSDL’s e-voting website www.evoting.nsdl.com or contact :

• (a) Ms. Pallavi Mhatre, Assistant Manager, National Securities Depository Limited, Trade World, ‘A’, Wing 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013 at telephone No.022-2499 4545 or toll free No.1800222990 or at e-mail ID pallavid@nsdl.co.in.

• (b) Mr. Debabrata Thakurta, Company Secretary & Compliance Officer at telephone No.: 033-2448-4693/4170 or at e-mail ID investors@starcement.co.in.

• III. If you are already registered with NSDL for e-voting then you can use your existing User ID and Password for casting vote.

• IV. E-voting starts at 9.00 A.M. (IST) on Tuesday, February 26, 2019 and will end at 5:00 P.M (IST) on Wednesday, March 27, 2019, when e-voting will be blocked by NSDL.

• V. There will be one vote for every Client ID No. / Registered Folio No. irrespective of the joint holders.

All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice till 27th March, 2019.

4 STAR CEMENT LIMITED

EXPLANATORY STATEMENT PURSUANT TO THE PROVISION OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1.

Mr. Mangilal Jain was appointed as Independent Director on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. His office as Independent Director of the Company comes to an end on 31st March, 2019 (“first term” in line with the explanation to Sections 149(10) and 149(11) of the Companies Act, 2013).

The Board, based on the performance evaluation of Mr. Mangilal Jain and as per the recommendation of the Nomination and Remuneration Committee, considers that, given his background and experience and contributions made by him during his tenure, the continued association of Mr. Mangilal Jain as an Independent Director on the Board of the Company would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. Accordingly, it is proposed to re-appoint Mr. Mangilal as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 1 (one) consecutive year on the Board of the Company effective from 1st April, 2019 upto 31st March, 2020. Mr. Mangilal Jain meets the criteria of independence as provided in Section 149(6) of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Further, Mr. Mangilal Jain is above the age of 75 years. Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 notified on May 09, 2018, prescribes that no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 years unless a special resolution is passed to that effect.

Further, as per Section 149(11) provides that an independent director may hold office for up to two consecutive terms provided that re-appointment shall be done on passing of a special resolution by the company and disclosure of such appointment in the Board’s report.

Accordingly, the Board of Directors on recommendation of Nomination and Remuneration Committee, in their meeting held on February 04, 2019 has re-appointed Mr. Mangilal Jain as an Independent Director of the Company. However, such appointment is subject to approval of the shareholders by way of a special resolution.

Details of Mr. Mangilal Jain whose re-appointment as Independent Director is proposed at Item No. 1 is provided in the “Annexure” to the Notice pursuant to the provisions of (i) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

The Company has received from Mr. Mangilal Jain (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

The Board, based on the recommendation of Nomination and Remuneration Committee and considering benefits of the expertise of Mr. Mangilal Jain, has recommended the resolution for approval of shareholders by way of special resolution.

Except Mr. Mangilal Jain none of the other Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution.

By Order of the Board For STAR CEMENT LIMITED

Place: Kolkata Date: February 04, 2019

Debabrata Thakurta Company Secretary

STAR CEMENT LIMITED 5

ANNEXURE TO ITEM NO. 1 OF THE NOTICE

Details of Director seeking appointment/ re-appointment at the voting through postal ballot/e-voting

[ Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on General Meeting]

Name of the Director	Mr. Mangilal Jain
DIN	00353075
Age(Years)	87
Natonality	Indian
Qualifcaton	Commerce Graduate & Chartered Accountant
Experience(years)	55years
Expertse in special functonal Area	Accounts,Audit,Finance,Taxaton,Internal Audit etc.
Date of First Appointment on the Board of the Company	20/12/2006
Terms & conditon of Appointment /re-appointment	Independent Director; Not Liable to retre byrotaton.
Details of remuneraton sought to be paid and remuneraton last drawn	He shall be enttled to sitng fees for atending Board and Commitee meetngs. Sitng fees paid for atending Board and Commitee meetngs during the fnancial year 2017-18 was1,57,500/-<br>and during the fnancial year 2018-19 (tll date) was<br>1,72,500/-.
Shareholding in the Company [Equity share of face value`1/- each ] (as at 31st December,2018)	4655 shares.
Relatonship between the Directors inter se and other Key Managerial Personnel	Not related to any Director / Key Managerial Personnel
No. of Board Meetngs atended duringtheyear(tll date)	5
List of Directorship held in other Companies (excluding Foreign Company)	Auro Sundram Ply and Door Private Limited Century Plyboards (India) Ltd. Zenith Exports Limited Star Cement Meghalaya Limited NE Hills Hydro Limited Shyam Century Ferrous Limited Meghalaya Power Limited Megha Technical & Engineers Private Limited
Membership/ Chairmanships of Commitees of Boards of other Companies. (only Audit Commitee and Stakeholders’ Relatonship Commitee have been considered)	Century Plyboards (India) Ltd. Audit Commitee-Chairman Megha Technical & Engineers Pvt. Ltd. Audit Commitee- Member Star Cement Meghalaya Limited Audit Commitee- Member Meghalaya Power Limited Audit Commitee- Member Zenith Exports Limited Audit Commitee-Member Shyam Century Ferrous Limited Audit Commitee –Chairman

6 STAR CEMENT LIMITED

STAR CEMENT LIMITED

CIN: L26942ML2001PLC006663

Regd. Office: Vill: Lumshnong, P.O.: Khaliehriat, Dist.: East Jaintia Hills, Meghalaya – 793 210 Corporate Office: Satyam Towers, 1st Floor, Unit 9B, 3, Alipore Road, Kolkata-700 027 Tel: 033-2448-4693/4170, Fax: 03655-278217, Email: investors@starcement.co.in Website: www.starcement.co.in

POSTAL BALLOT FORM

Serial No. Name(s) of Members including Joint holder if any Registered address of the Sole First named Member Registered Folio No. / DP ID No. & Client ID No. Number of shares held

I/We hereby exercise my/our vote in respect of the following Special Resolution to be passed through Postal Ballot and e-voting for the business stated in the Postal Ballot Notice dated February 04, 2019, issued by conveying my/our assent or dissent to the said Resolution by placing tick mark in the appropriate box below:

Description	No. of equity Shares	I/We assent to the resolution (For)	I/We dissent to the resolution (Against)
To re-appoint Mr. Mangilal Jain as an Independent Director (Non Executive) for a second term of 1 (one) consecutive year from 1st April,2019 upto 31st March,2020.

Place : Date :

Signature of the Member

~~~~

~~~~

STAR CEMENT LIMITED

CIN: L26942ML2001PLC006663

Regd. Office: Vill: Lumshnong, P.O.: Khaliehriat, Dist.: East Jaintia Hills, Meghalaya – 793 210 Corporate Office: Satyam Towers, 1st Floor, Unit 9B, 3, Alipore Road, Kolkata-700 027 Tel: 033-2448-4693/4170, Fax: 03655-278217, Email: investors@starcement.co.in Website: www.starcement.co.in

Members opting to vote through e-voting, instead of voting through the Physical Ballot, may access the e-voting facility through the web link https://www.evoting.nsdl.com/. Particulars for e-voting are as under:

ELECTRONIC VOTING PARTICULARS

(Please read the e-voting instructions given overleaf before exercising the e-vote)

EVEN (Electronic Voting Event Number)	USER ID	PASSWORD / PIN

NOTE: PLEASE READ THE INSTRUCTION CAREFULLY BEFORE EXERCISING YOUR VOTE.

GENERAL INFORMATION:

1. This Ballot Form is provided for the benefit of Members who do not have access to e-voting facility, to enable them to send their assent or dissent by Post. The Members who wish to opt for e-voting are requested to refer the e-voting instructions as mentioned in the notes to the Postal Ballot Notice.

2. Members can opt for only one mode of voting i.e. either through e-voting or by Postal Ballot. In case you are opting for vote by e-voting, then please do not vote by Postal ballot and vice versa. In case Members cast their votes both by e-voting and Postal Ballot, the votes cast through e-voting shall prevail and the votes cast through Postal Ballot form shall be considered invalid.

3. The scrutinizer will collate the votes downloaded from the e-voting system and votes received through post in physical ballot form to declare the final result for the resolution forming part of the Postal Ballot Notice.

4. A Member desiring to cast their vote by Postal Ballot should complete and sign this ballot form and send it to the Scrutinizer, Md. Shahnawaz, Practicing Company Secretary duly appointed by the Board of Directors of the Company, in the enclosed postage prepaid self-addressed envelope. Ballot Forms deposited in person or send by post or courier at the expense of the Member will also be accepted.

5. The Form should be signed by the Member as per the specimen signature registered with the company/Depository Participants. In case of joint holding, this Form should be completed and signed by the first named Member and in his/her absence, by the next named joint holder. There will be one form for every folio/ client id irrespective of number of joint holders. A power of attorney (POA) holder may vote on behalf of the Member, mentioning the registration no. of the POA or enclosing an attested copy of the POA. A member cannot exercise his/her vote by proxy on postal ballot.

6. In case of shares held by the Companies, Bodies Corporate, Trust, Societies etc, the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution/Authority letter together with attested specimen signature(s) of the duly authorized signatory (ies).

7. Votes should be cast in case of each resolution, either in favour or against by placing a tick mark (√) in the appropriate column provided in Ballot Form for assent/ dissent.

8. The voting rights of the Shareholders shall be in proportion to their shares of the paid up share capital of the Company as on Friday, February 08, 2019 (“Cut Off Date”) as per the Register of the Members of the Company and as informed to the Company by the Depositories in case of beneficial owners.

9. Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours (05:00 P.M. IST) on Wednesday, March 27, 2019. Postal Ballot Forms received after this date will be considered invalid.

10. A Member may request for a duplicate Postal Ballot Form, can write to the Company at Star Cement Limited, Satyam Towers, 1st Floor, Unit 9B, 3, Alipore Road, Kolkata-700 027 or at email: investors@starcement.co.in. However the duly filled in and signed duplicate ballot form should reach the scrutinizer not later than the date specified at Sr. No. 9 above.

11. Unsigned, incomplete, improperly or incorrectly tick mark Ballot Form will be rejected. A Ballot Form will also be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer to identify either the Members or the number of votes or as to whether the votes are in favour or against.

12. Members are requested not to send any other paper along with Postal Ballot Form in the enclosed postage prepaid selfaddressed envelope as all envelops will be sent to scrutinizer and any other paper found in such envelop would be destroyed by the scrutinizer.

13. The Scrutinizer’s decision on the validity of a Postal Ballot Form and other related matters will be final.