BLUE STAR

The company financial statements are according to the amendment Section 133 of the
Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 .

In October 30, 2018, for a second term of 5 consecutive years and 4 months, Shailesh Haribhakti and
Gurdeep Singh were re-appointed as Independent
Directors with effect from April 1, 2019 respectively

the members proposed the re-appointment of Shailesh

Company had received notice under Section 160 of the Act,
Haribhakti and Gurdeep Singh as Independent Directors on the Board of your Company.

based on the recommendation of the Nomination and Remuneration Committee, the Board appointed:
Rumjhum Chatterjee as an additional Independent Director of the Company, for 5 years
Arvind K Singhal as an additional Independent Director of the Company, for 5 years
Sunaina Murthy as an additional Non-Executive Promoter Director of the Company,.

KEY MANAGERIAL PERSONNEL

Below are the following personnel designated In accordance with the provisions of Section 203 of the Act,
Key Managerial Personnel of the Company:
Name Designation
Vir S Advani Vice Chairman & Managing Director
B Thiagarajan Managing Director
Neeraj Basur Group Chief Financial Officer
Vijay Devadiga Company Secretary

MEETINGS OF THE BOARD OF DIRECTORS

5 meetings of the Board of Directors were held .The intervening gap between these
meetings was as per the Act and Listing Regulations.
BOARD COMMITTEES
At present there are seven Committees of the Board, namely:
Audit Committee
Nomination and Remuneration Committee
Investor Grievance cum Stakeholders’ Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Share Transfer Committee
Executive Management Committee

Audite committe

there was no occasion wherein the Board had not accepted any recommendation of the
Audit Committee.

AUDITORS’ REPORT
The Board has duly gone through the Statutory Auditors’ Report. There is no qualification, reservation
or adverse remark given by the Auditors in their report.
COST AUDITORS
As per the provisions of Section 148 of the Act, with the Companies Rules, 2014, the Board
of Directors had, on the recommendation of the Audit Committee, appointed M/s Narasimha Murthy & Co,
Hyderabad, Cost Accountants, as the Cost Auditors, to perform the cost audit for the financial year.
Under the Act, the remuneration payable to the cost auditor is required to be placed before the members in
a general meeting for their ratification.
SECRETARIAL AUDITOR
According to Section 204 of the Act, read with Companies Rules, 2014, the Board appointed M/s N L
Bhatia & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for
performing the secretarial audit of the Company for the financial year. The Secretarial Audit Report given
by M/s N L Bhatia & Associates.The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.
REPORTING OF FRAUDS BY AUDITORS
Statutory auditors, cost auditors and secretarial auditors did not reported any fraud committed against the
company by its officers or employee which is under section 143(12) of the act.
VOLTAS

Directors

Financial results

Reserves
Out of Profit available for appropriation an amount was transferred to the General Reserve

3. Dividend
The Company’s Dividend Policy which
is based on the need to balance the twin
objectives. Its done to reward the shareholders with
dividend and of conserving resources to meet its needs in the future.
the Directors recommend dividend of ` 4 per equity share of ` 1 each (400%) for the year
2018-19 aggregating ` 132.35 crores (2017-18: 400%). The
Dividend Distribution Tax is ` 27.21 crores, which would get
reduced to the extent of dividend received by the Company
from its subsidiary companies.

operations

The consolidated total income During 2018-19,

was ` 7,310 crores, with income from operations of ` 7,085
crores and profit after tax of ` 514 crores.
There was no material changes and commitments,
that affect the financial position of the Company which had
occurred between the end of the financial year .
finance
due to fargile summer and slopy festive
season due to weak summer and soft festive
season.,the year 2018-19 was challenging for the Company.Voltas was
hampered with additional inventory, leading to higher working
capital.
Also there was volatile interest rates impacting debt
instruments
as a result of mark-to-market valuation. The Company is
working on its its portfolio to reduce market driven volatility.
Company has invested ` 118 crores during 2018-19 in the share capital of the Consumer
Durable JV – Voltbek Home Appliances Private Limited.
Notwithstanding, the liquidity position
Is `1,868 crores as on
31st March, 2019.

It Initiatives
Voltas IT focused on ‘Business Ready’ ensuring
efficient use of technology across
platforms. SAP ECC, Payroll and HCM were uprise for
Voltbek as per the schedule along with Siebel
CRM. Also all the Modules of SAP were establish for
the new Waghodia factory as also Costing and Profitability
(COPA) modules at Weathermaker Limited in UAE. Two major
capabilities were included - the E Way Bill system
and E Merge also a number of additional solutions to
facilitate operational efficiency across different businesses.
Many Data Centre Servers and Network equipment were
upgraded.

9. Sustainable Development
With its CSR initiatives it got engage with
the segment and build capabilities in
youth and women to ensure sustainable livelihood. It also focusses
on education, health, water and disaster relief for communities
through its other CSR verticals. The CSR interventions are
strategic long-term projects with end-to-end intervention based
on community participation and ownership. The need-based
projects bring in all the crucial stakeholders together through
better community participation, for sustainable development
outcomes.

11. S ubsidiary/Joint Ventures/Associate Companies

The Company has 9 subsidiaries, 5 joint ventures and 2
associate companies.
As per the of Section 129(3) of the Act, a statement
containing features of the financial statements of
subsidiaries, joint venture and associate companies in
prescribed Form No. AOC-1 is attached to the Company financial
statements.

BOARD MEETINGS

During 2018-19, nine Board Meetings were held on 18th April,

2018; 17th May, 2018; 10th August, 2018; 20th August, 2018;
27th September, 2018; 6th November, 2018; 10th January,
2019; 14th February, 2019 and 27th March, 2019.

13. Policy on Directors’ appointment and remuneration

including criteria for determining qualifications,
positive attributes, independence of a Director
The Board has accept the
Remuneration Policy for Director Based on the recommendation of the Nomination and
Remuneration Committee (NRC),
s, KMPs and other Employees.
NRC has formulated the criteria for reckoning qualifications,
positive attributes and independence of an Independent
Director and also the criteria for Performance evaluation of
individual Directors.

15. S tatutory Auditors

the Members had approved the
appointment of S R B C & Co LLP (SRBC)
At the 63rd Annual General Meeting (AGM) held on
28th August, 2017,
as Statutory Auditors
as well as Branch Auditors of the Company, to examine and
audit the accounts of the Company for five consecutive
financial years between 2017-18 and 2021-22. It is not a legal requirement for the Ratification of
appointment of Statutory Auditors at every AGM.
The auditor report does not any qualification, reservation or
adverse remarks.
16. Cost Auditors
The Company has maintained the accounts and cost records
as specified by Central Government under Section 148(1)
of the Companies Act, 2013. The Board appointed
M/s. Sagar and Associates, Cost Accountants as the Cost
Auditors for the financial year 2018-19. M/s. Sagar and
Associates, Cost Accountants, have been re-appointed as Cost
Auditors of the Company for the financial year 2019-20 and
approval of the Members is being sought for ratification of
their remuneration at the ensuing AGM.
17. S ecretarial Auditor
M/s. N. L. Bhatia and Associates, the Practicing Company
Secretaries were appointed as Secretarial Auditor to undertake
Secretarial Audit of the Company for the year 2018-19. Their
Secretarial Audit Report, in prescribed Form No. MR-3, is
annexed to the Directors Report as Annexure IV, and does
not contain any qualification, reservation or adverse remarks.
M/s. N. L. Bhatia and Associates have been re-appointed as the
Secretarial Auditor for the financial year 2019-20.
18. A udit Committee
The Audit Committee presently comprise Mr. Nani Javeri
(Chairman), Mr. Debendranath Sarangi and Mr. Arun
Kumar Adhikari, all Independent Directors, in line with the
requirements of Section 177 of the Act. Mr. Arun Kumar Adhikari
was appointed member of Audit Committee with effect from
6th November, 2018. Mr. R. N. Mukhija ceased to be member
of Audit Committee upon his retirement on 4th February, 2019.
The Board has accepted the recommendations made by the
Audit Committee from time to time. Details of Audit Committee
Meetings held during the year 2018-19 have been disclosed in
the Corporate Governance Report.