Bluestar Annual Report 2021-22

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The document provides details about the Annual General Meeting of Blue Star Limited including dates for e-voting and agenda items to be discussed.

The notice is to inform shareholders about the 73rd Annual General Meeting of Blue Star Limited that will be held virtually on August 4, 2021.

The items listed under ordinary business are: adoption of financial statements, declaration of final dividend, and appointment of director retiring by rotation.

July 8, 2021

BSE Limited National Stock Exchange of India Limited


Phiroze Jeejeeboy Towers, Exchange Plaza, C-1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (East),
Mumbai - 400 001 Mumbai - 400 051

BSE Scrip Code: 500067 NSE Symbol: BLUESTARCO

Dear Sir/Ma’am,
Sub: Integrated Annual Report for the financial year 2020-21 including Notice of
Annual General Meeting
This is in furtherance to our letter dated June 10, 2021, wherein we have informed that
the 73rd Annual General Meeting (the ‘AGM’) of the Members of the Company will be held
on Wednesday, August 4, 2021 at 3:30 p.m. IST through Video Conferencing (‘VC’)/Other
Audio Visual Means (‘OAVM’) in compliance with the applicable circulars issued by
Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI)
(“Circulars”).
The schedule of remote e-voting facility is set out as under (both days inclusive):
Event Day, Date and Time
Cut-off date for e-voting Wednesday, July 28, 2021
Commencement of remote e-voting Sunday, August 1, 2021 (9:00 a.m. IST)
End of remote e-voting Tuesday, August 3, 2021 (5:00 p.m. IST)

Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements)


Regulations, 2015, enclosed herewith is the Integrated Annual Report of the Company
along with the Notice of the AGM for the financial year 2020-21, which is also being sent
through electronic mode, only to those Members whose email addresses are registered
with the Company/Registrar and Transfer Agent/Depository Participant(s) in accordance
with the aforesaid Circulars. The same is also being made available on the Company’s
website at www.bluestarindia.com
Kindly take the same on your records.
Thanking you,
Yours sincerely,
For Blue Star Limited

Neeraj Basur
Group Chief Financial Officer & Company Secretary
Encl: a/a
BLUE STAR LIMITED
Notice of the CIN: L28920MH1949PLC006870
Registered Office: Kasturi Buildings
Annual General Meeting Mohan T Advani Chowk, Jamshedji Tata Road, Mumbai 400 020
Tel: +91 22 6665 4000, www.bluestarindia.com

NOTICE is hereby given that the 73rd Annual General Meeting (the ‘AGM’) of the Members of Blue Star Limited (‘the Company’) will
be held on Wednesday, August 4, 2021 at 3:30 p.m. IST through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”),
to transact the following business:
A. ORDINARY BUSINESS
1. To receive, consider and adopt:
a) the Audited Financial Statement of the Company for the financial year ended March 31, 2021, along with the reports
of the Board of Directors and Auditors thereon; and
b) the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2021, together
with the report of the Auditors thereon.
2. To declare a final dividend of `4 per equity share of `2 each of the Company for the financial year ended
March 31, 2021.
3. To appoint a Director in place of Mrs Sunaina Murthy (DIN: 07865860), who retires by rotation, and being eligible, offers
herself for re-appointment.
B. SPECIAL BUSINESS
4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), the remuneration amounting to `10,40,000
(Rupees Ten Lakhs Forty Thousand only) excluding out of pocket expenses and other applicable taxes, payable to
M/s Narasimha Murthy & Co, Hyderabad, Cost Accountants, (Firm Registration No. 000042), who were appointed as
the Cost Auditors of the Company, by the Board of Directors based on the recommendation of the Audit Committee
to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2021, be
and is hereby ratified and confirmed.”

BLUE STAR LIMITED By Order of the Board of Directors


Kasturi Buildings
Mohan T Advani Chowk
Jamshedji Tata Road Neeraj Basur
Mumbai 400 020 Group Chief Financial Officer

Date : May 6, 2021
Place : Mumbai

Notice Blue Star Limited | 1


NOTES:
1. Pursuant to the General Circular numbers 14/2020, 17/2020, 20/2020 and 2/2021 issued by the Ministry of Corporate Affairs
(MCA) and Circular numbers SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the
Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as “the Circulars”), companies are allowed
to hold AGM through VC/OAVM, without the physical presence of members at a common venue. In compliance with the
Circulars, the AGM of the Company is being held through VC/OAVM.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN COMPLIANCE WITH
THE CIRCULARS THE AGM IS BEING HELD THROUGH VC/OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN
DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE
AVAILABLE FOR THE AGM.
3. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the ‘Act’) in respect of the Special
Business specified under Item no. 4 of the accompanying Notice is annexed hereto.
4. Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the ‘Listing Regulations’) and Secretarial Standard on General Meetings (SS-2), with respect
to Director seeking re-appointment at the AGM, is annexed to this Notice.
5. Corporate Members intending to authorise their representatives to participate the AGM through VC/OAVM on its behalf
and to vote through remote e-voting/during the AGM, pursuant to Section 113 of the Act are requested to send a certified
copy of the relevant board resolution to the Scrutiniser by email through its registered mail addresses to [email protected]
with a copy marked to [email protected].
6. The dividend, as recommended by the Board, if approved by Members at the Meeting, will be paid subject to deduction of
tax at source (‘TDS’) to those Members whose names appear:
(a) As Beneficial Owners as at the end of business hours on Friday, July 23, 2021 as per the list furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), in respect of the shares
held in electronic form.
(b) As Member in the Register of Members of the Company on or before Friday, July 23, 2021.
7. Pursuant to the provisions of Section 124 of the Act, the Unpaid/Unclaimed Dividend up to the financial year 2012-13 has
been transferred by the Company to the Investor Education and Protection Fund (the ‘IEPF’) established by the Central
Government.
8. Pursuant to the provisions of Section 124(5) of the Act, dividend for the financial year 2013-14 and the dividends for the
subsequent years, which remain unpaid or unclaimed for a period of 7 consecutive years or more, will be transferred to
IEPF. Members who have so far not encashed the dividend warrant(s) for the financial year 2013-14 are requested to make
their claim to Link Intime India Private Limited, Registrar and Transfer Agent (RTA) on [email protected] or to
the Secretarial Department on [email protected], failing which the unpaid/unclaimed amount will be
transferred to the IEPF in the month of September 2021. The shares in respect of such unclaimed dividends are also liable
to be transferred to the demat account of IEPF.
Members are requested to take note of the aforesaid and claim their unclaimed dividends immediately to avoid transfer
of the underlying shares. Details of unpaid/unclaimed dividend are uploaded on the website of the Company at
www.bluestarindia.com.
Members can however, claim both, the unclaimed dividend amount and the shares transferred to IEPF, by making an online
application to the IEPF Authority through Form IEPF-5 available on the website of the Authority www.iepf.gov.in and in the
manner specified under IEPF Rules.
9. Members holding shares in the dematerialised mode are requested to intimate all changes with respect to their bank details,
ECS mandate, nomination, power of attorney, change of address, change in name, etc, to their Depository Participants (DP).
Members holding shares in physical form are requested to intimate the changes to the RTA of the Company. These changes
will be automatically reflected in the Company’s records, which will help the Company to provide efficient and better service
to the Members.
10. Members are advised to avail the facility for receipt of dividends through Electronic Clearing Services (ECS).
The Reserve Bank of India has launched a facility for receipt of dividends through National Electronic Clearing Service, a
centralised ECS operation to provide a wider network, which requires updating of new bank account details with the DP. You
are therefore advised to update your bank details with your DP (in case of those who are holding shares in dematerialised
mode) or the RTA (in case of those who are holding the shares in physical mode) at an early date in order to avail the facility
in future.

2 | Blue Star Limited Notice


11. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market.
Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs with whom they are
maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to RTA of the
Company.
12. As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred only in
dematerialised form with effect from, April 1, 2019, except in case of request received for transmission or transposition
of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated December 2, 2020 had fixed
March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be
issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio
management, members holding shares in physical form are requested to consider converting their holdings to dematerialised
form. Members may contact the Company’s RTA for assistance in this regard.
13. Members are requested to register their email address and update bank account details by following the below process:

Physical Holding Send a request to the RTA, Link Intime India Private Limited at [email protected]:
zz To register email id, please provide a request letter duly signed by the registered shareholder
with folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN
(self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card)
zz To update bank account details, please provide a request letter duly signed by the registered
shareholder with additional documents/information as given below:
a) Name of the bank and branch address of the bank;
b) Account type and account number;
c) 9 digit MICR code number;
d) 11 digit IFSC Code; and
e) A copy of original cancelled cheque bearing name of the first shareholder, failing which a
self-attested copy of the bank passbook/statement.
Demat Holding Please contact your DP and register your email address and bank account details in your demat account,
as per the process advised by your DP.

14. Shareholders may note that the Income tax Act, 1961, as amended by the Finance Act 2020, mandates dividend paid or
distributed by a company after April 1, 2020 shall be taxable in the hands of shareholders. The Company shall therefore
be required to deduct TDS at the time of making the payment of final dividend. In order to enable us to determine the
appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of
the Income Tax Act, 1961.
For Resident shareholders, TDS shall be made under Section 194 of the Income Tax Act, 1961 at 10% on the amount
of dividend, where shareholders have registered their PAN with Depositories (for shares held in demat form) or with the
Company/RTA (for shares held in physical form). Shareholders are requested to note that in case their PAN is not registered,
TDS will be deducted at a higher rate of 20%.
However, no TDS shall be deducted on the dividend payable to a resident Individual if:
zz Total dividend to be received by them during financial year 2021-22 does not exceed `5,000; or
zz The shareholder provides dully filled Form 15G (applicable to individual)/Form 15H (applicable to an Individual above
the age of 60 years), provided that all the eligibility conditions are being met. PAN is mandatory for members providing
Form 15G/15H.
Non-resident shareholders [including Foreign Institutional Investors (FIIs)/Foreign Portfolio Investors(FPIs)], can avail
beneficial rates under tax treaty between India and their country of tax residence, subject to providing necessary documents
i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other
document which may be required to avail the tax treaty benefits.
The aforesaid documents and declarations are required to be submitted to our RTA at its dedicated weblink at
https://web.linkintime.co.in/formsreg/submission-of-form-15g-15h.html or send the scanned copies of the documents at
the email address [email protected] on or before Monday, July 12, 2021 by 5:00 p.m. No communication on the
tax determination/deduction in respect of the final dividend shall be considered/entertained post July 12, 2021, 5:00 p.m.
Shareholders may note that any queries in this respect should be addressed and sent to our RTA at its email address
[email protected]
The Company had vide its email communication dated Saturday, June 26, 2021 had informed the Members regarding this
change in the Income Tax Act, 1961 as well as relevant procedure to be adopted by the Members to avail the appropriate
tax rate.

Notice Blue Star Limited | 3


15. In compliance with the Circulars, the Annual Report for the financial year 2020-21 alongwith the Notice of the AGM of the
Company inter alia indicating the process and manner of e-voting is being sent only through electronic mode to those
Members whose email addresses are registered with the Company/DP. Members may note that the Annual Report and
the Notice is also available on the Company’s website at www.bluestarindia.com, websites of the Stock Exchanges i.e. BSE
Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also
on the website of NSDL at https://www.evoting.nsdl.com.
16. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section
103 of the Act.
17. Members seeking any information with regard to the accounts or all documents referred to in the accompanying Notice and
the Explanatory Statements shall be available for inspection through electronic mode, by sending request to the Company
at [email protected] on or before August 3, 2021. The same will be replied by the Company suitably.
18. M/s Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a
period of five (5) consecutive years at the 70th AGM held on August 8, 2018. Their appointment was subject to ratification by
the Members at every subsequent AGM, if so, required under the Act. In accordance with the amendment to the Act effective
May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has
been withdrawn from the Statute. Accordingly, no resolution is being proposed for ratification of appointment of statutory
auditors at the AGM.
19. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect
of the shares held by them. Members who have not yet registered their nomination are requested to register the same by
submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by
them in dematerialised form, and to the RTA, in case the shares are held in physical form.
20. Since the AGM will be held through VC/OAVM, the route map, proxy form and attendance slip are not annexed to this Notice
of the AGM.
21. VOTING THROUGH ELECTRONIC MEANS
I. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 and Regulation 44 of the Listing Regulations and in terms of the SEBI vide circular no. SEBI/
HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 and Secretarial Standard on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India, the Company is pleased to provide to its Members, facility to exercise
their right to vote on resolutions proposed to be considered at the ensuing AGM by electronic means and the business
may be transacted through e-voting services.
II. The remote e-voting will be provided by NSDL which will commence from August 1, 2021 (9:00 a.m. IST) and end on
August 3, 2021 (5:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form
or in dematerialised form, as on the cut-off date of July 28, 2021 may cast their vote by remote e-voting. The remote
e-voting module shall be disabled by NSDL for voting thereafter. The Members who have cast their vote by remote
e-voting prior to the AGM may also participate the AGM through VC/OAVM but shall not be entitled to cast their vote
again. The facility for voting during the AGM will also be made available. Members present in the AGM through VC/
OAVM and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred
from doing so, shall be eligible to vote through the e-voting system during the AGM. Once the vote on a resolution is
cast by the Member, the Member shall not be allowed to change it subsequently.
III. The details of the process and manner for remote e-voting and voting during the AGM are explained below:
Step 1: Access to NSDL e-voting system at https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-voting system.

Step 1: Access to NSDL e-voting system


A. Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat
mode
In terms of the SEBI circular dated December 9, 2020, on e-voting facility provided by listed companies and as part
of increasing the efficiency of the voting process, e-voting process has been enabled to all individual shareholders
holding securities in demat mode to vote through their demat account maintained with depositories and depository
participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order
to access e-voting facility.

4 | Blue Star Limited Notice


Login method for Individual shareholders holding securities in demat mode is given below:

Type of
Login Method
shareholders
Individual If you are already registered for NSDL IDeAS facility,
Shareholders 1. Please visit the e-Services website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
securities in 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which
demat mode is available under “IDeAS” section.
with NSDL 3. A new screen will open. You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services.
4. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page.
5. Click on options available against company name or e-voting service provider - NSDL and you will be
re-directed to NSDL e-voting website for casting your vote during the remote e-voting period or joining
virtual meeting and voting during the meeting.
If the user is not registered for IDeAS e-Services,
1. The option to register is available at https://eservices.nsdl.com.
2. Select “Register Online for IDeAS” Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
E-voting website of NSDL:
1. After successfully registered on IDeAS, visit the e-voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID (i.e. your 16-digit demat account number held
with NSDL), Password/OTP and a Verification Code as shown on the screen.
4. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting
page. Click on options available against company name or e-voting service provider - NSDL and you will be
redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining
virtual meeting and voting during the meeting.
Individual 1. Existing users who have opted for Easi/Easiest can login through their user ID and password.
Shareholders The option to reach the e-voting page will be made available without any further authentication.
holding The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or
securities in www.cdslindia.com and click on ‘New System Myeasi’.
demat mode 2. After successful login on Easi/Easiest, the user will also be able to see the e-voting Menu. The Menu will
with CDSL have links of e-voting service provider (‘ESP’) i.e. NSDL portal. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-voting page by providing demat account number and PAN from
a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered
mobile number and email as recorded in the demat account. After successful authentication, the user will
be provided links for the respective ESP i.e. NSDL where the e-voting is in progress.
Individual 1. You can also login using the login credentials of your demat account through your depository participant
Shareholders registered with NSDL/CDSL for the e-voting facility.
(holding 2. Once logged in, you will be able to see the e-voting option. Once you click on e-voting option, you will
securities be redirected to NSDL/CDSL depository site after successful authentication, wherein you can see e-voting
in demat feature.
mode) login 3. Click on the options available against company name or e-voting service provider-NSDL and you will be
through their redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining
depository virtual meeting and voting during the meeting.
participants

Notice Blue Star Limited | 5


Important note: Members who are unable to retrieve User ID/Password are advised to use “Forget User ID” and “Forget
Password” option available on the abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details


Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending
securities in demat mode with a request at [email protected] or call on the toll free no.: 1800 1020 990 or
NSDL 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending
securities in demat mode with a request at [email protected] or contact on 022-23058738 or
CDSL 022‑23058542-43

B. Login method for e-voting and joining virtual meeting shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-voting website?
1. Visit the e-voting website of NSDL. Open the web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ 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 are given below:
Manner of holding shares i.e. Demat
Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example, if your DP ID is IN300*** and Client ID is 12****** then your
user ID is IN300***12******
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example, if your Beneficiary ID is 12************** then your user ID
is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the Company
physical form. For example, if folio number is 001*** and EVEN is 101456 then user ID
is 101456001***

5. Password details for shareholders other than Individual Shareholders are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
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 by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’
and the system will force you to change your password.
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, please follow the instructions mentioned below in the notice.

6 | Blue Star Limited Notice


6. If you are unable to retrieve or have not received the “initial password” or have forgotten your password:
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.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.
nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]
mentioning your demat account number/folio number, your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system.
How to cast your vote electronically and join General Meeting on NSDL e-voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-voting period and casting your
vote during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under “Join
General Meeting”.
3. Now you are ready for e-voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which
you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and
password and registration of email ids for e-voting for the resolutions set out in this notice:
Shareholders may send a request to [email protected] for procuring user id and password for e-voting:
1. In case shares are held in physical mode, please provide Folio No., name of shareholder, scanned copy of the share
certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of
Aadhaar Card).
2. In case shares are held in demat mode, please provide DP ID and Client ID (16-digit DP ID + CLIENT ID or 16-digit
beneficiary ID), name of shareholder, client master or copy of consolidated account statement, PAN (self-attested
scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card).
3. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method
explained at step 1 (A) i.e. Login method for e-voting and joining virtual meeting for Individual shareholders holding
securities in demat mode.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/JPG
Format) of the relevant board resolution/authority letter, etc. with attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the Scrutiniser by email to [email protected] with a copy marked to
[email protected].
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, relating to e-voting you may refer to the Frequently Asked Questions (FAQs) for Shareholders
and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll
free no.: 1800 1020 990/1800 224 430 or send a request at [email protected]. In case of any grievances connected with
facility for E-voting, please contact Ms. Pallavi Mhatre, Manager, at email: [email protected].

Notice Blue Star Limited | 7


IV. INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
1. The procedure for e-voting during the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the
Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through
e-voting system in the AGM.
3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.
4. In case of any grievances connected with facility for e-voting on the day of AGM, please contact Ms. Pallavi Mhatre,
Manager, at email id: [email protected].
V. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system.
Members may access by following the steps mentioned above for Access to NSDL e-voting system. After successful
login, you can see the link of “VC/OAVM link” placed under “Join General Meeting” menu against the company name.
You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be
available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members
who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the
same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through desktop/laptops for better experience. Further, Members will
be required to allow camera and use internet with high-speed to avoid any disturbance during the meeting.
3. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
4. Facility of joining the AGM through VC/OAVM shall open 30 minutes before the time scheduled for the AGM and
will be available for Members on first-come-first-serve basis and the Company may close the window for joining the
VC/OAVM facility 30 minutes after the scheduled time to start the AGM.
5. Members may note that the VC/OAVM facility, provided by NSDL, allows participation of atleast 1,000 Members on a
on a first-come-first-serve basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the AGM without
any restriction on account of first-come-first-serve principle.
6. Members who need assistance before or during the AGM, can contact NSDL at [email protected] or call on toll free
no.: 1800 1020 990 /1800 224 430 or contact Mr Amit Vishal, Senior Manager – NSDL or Ms Pallavi Mhatre, Manager - NSDL
at [email protected].
7. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker
by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number,
PAN, mobile number at [email protected] between August 1, 2021 (9:00 am IST) to August 3, 2021 (5:00
pm IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/
ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the
availability of time for the AGM.
VI. Other Instructions:
i. You can also update your mobile number and email ID in the user profile details of the folio which may be used for
sending future communication(s).
ii. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company
as on the cut-off date of July 28, 2021.

8 | Blue Star Limited Annexure to Notice


iii. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company
and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off
date i.e. July 28, 2021, may obtain the login ID and password by sending a request at [email protected]. However,
if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for
casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or
“Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and
1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company
and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. July
28, 2021 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.
iv. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by
the depositories, as on the cut-off date shall only be entitled to avail the facility of remote e-voting or casting vote
through e-voting during the AGM .
v. Mr Bharat Upadhyay of M/s N L Bhatia & Associates, Practicing Company Secretaries (Membership No. 5436 and CP No.
4457) has been appointed as the Scrutiniser to scrutinise the remote e-voting process and e-voting during the AGM
in a fair and transparent manner.
vi. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting
with the assistance of scrutiniser, to all those Members who are present at the AGM but have not casted their votes
by availing the remote e-voting facility.
vii. The Scrutiniser shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the
meeting and thereafter unblock the votes cast through remote e-voting and make, not later than two working days
from the conclusion of the AGM, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any,
to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of
the voting forthwith.
viii. The results declared along with the report of the Scrutiniser shall be placed on the website of the Company at
www.bluestarindia.com and on the website of NSDL at www.evoting.nsdl.com, immediately after the declaration of
result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to
the Stock Exchanges where the shares of the Company are listed.
ix. Subject to receipt of requisite number of votes, the resolutions proposed in the Notice shall be deemed to be passed
on the date of the AGM, i.e. Wednesday, August 4, 2021.

Annexure to Notice Blue Star Limited | 9


Annexure to Notice
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 4
The Board of Directors of the Company, on the recommendation of the Audit Committee, had approved the appointment and
remuneration of M/s Narasimha Murthy & Co, Hyderabad, Cost Accountants (Firm Registration No. 000042), to conduct the audit
of the cost records maintained by the Company for the financial year ending March 31, 2021 at a remuneration of `10,40,000
(Rupees Ten Lakhs Forty Thousand only) excluding out of pocket expenses and applicable taxes.
In terms of the provisions of Section 148 of the Companies Act, 2013 (the ‘Act’) read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), the remuneration payable to the Cost Auditors is required to be ratified by the
Members of the Company. Accordingly, consent of the Members is sought to ratify the remuneration payable to the Cost Auditors.
The Board of Directors recommends the ordinary resolution as set out at item no. 4 of the Notice for the approval by the Members.
None of the Directors, Key Managerial Personnel or their relatives are, financially or otherwise, concerned or interested in the
said resolution.

BLUE STAR LIMITED By Order of the Board of Directors


Kasturi Buildings
Mohan T Advani Chowk
Jamshedji Tata Road Neeraj Basur
Mumbai 400 020 Group Chief Financial Officer

Date : May 6, 2021
Place : Mumbai

10 | Blue Star Limited


Profile of Director seeking re-appointment at the 73rd Annual General Meeting:

Mrs Sunaina Murthy

Age 47 years

Director Identification Number (DIN) 07865860

Date of first Appointment 01.04.2019

Brief Resume (including profile, Sunaina Murthy joined the Blue Star Board with effect from April 1, 2019. She holds
qualification, experience and expertise a Bachelor’s degree in Molecular Genetics from the University of Rochester, and
in specific functional areas) a Master’s degree in Biotechnology from Northwestern University. She began her
career as a cancer researcher at the University of Pennsylvania, and then worked
at a venture capital firm specialising in life sciences. Thereafter, she co-managed a
USD 3 billion healthcare fund for AIM Capital Management, USA, where she made
investments in publicly traded companies in the areas of biotechnology, medical
devices, pharmaceuticals, hospitals and other healthcare services. Since moving
back to India in 2006, she has and continues to consult for US and India based
venture capital firms who invest in the life sciences and healthcare sectors, and
for companies in the life sciences space. She has served on the Board of Trustees
of the Blue Star Foundation for the past 6 years.

Terms and conditions of re-appointment Liable to retire by rotation

Remuneration last drawn (including


For details of remuneration, please refer to the Corporate Governance Report
sitting fees, if any)

Remuneration proposed to be paid As per the Nomination and Remuneration policy of the Company

Shareholding in the Company 72,525 Equity Shares of `2/- each

Relationship with other Director/Key Mrs Sunaina Murthy is the sister of Mr Vir S Advani,
Managerial Personnel of the Company Vice Chairman & Managing Director of the Company

No. of Board Meetings attended during


7/7
the year

Directorships held in other Companies


(excluding foreign, private and Section None
8 Companies)

Public Limited Companies in which


Director is Member of the Audit and
None
Stakeholders’ Relationship Committee
(including the Company)

Public Limited Companies in which


Director is Chairman of the Audit and
None
Stakeholders’ Relationship Committee
(including the Company)

Blue Star Limited | 11


FORWARD-LOOKING STATEMENTS
Certain statements in this report regarding our business
operations may constitute forward-looking statements. These
include all statements other than statements of historical fact,
including those regarding the financial position, business
strategy, management plans and objectives for future operations.
Forward-looking statements can be identified by words such
as ‘believes,’ ‘estimates,’ ‘anticipates,’ ‘expects,’ ‘intends,’ ‘may,’ ‘will,’
‘plans,’‘outlook,’ and other words of similar meaning in connection
with a discussion of future operational or financial performance.
Forward-looking statements are necessarily dependent on
assumptions, data or methods that may be incorrect or imprecise
and that may be incapable of being realised, and as such, are
not intended to be a guarantee of future results, but constitute
our current expectations based on reasonable assumptions.
Actual results could differ materially from those projected in any
forward-looking statements due to various events, risks,
uncertainties and other factors. We neither assume any obligation
nor intend to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Introduction | Integrated Report | Statutory Reports | Financial Statements

INTRODUCTION Letter from the Chairman 04


Letter from the Vice Chairman & Managing Director 08
Board of Directors 12

INTEGRATED REPORT Integrated Report 22

STATUTORY Board’s Report 86


Annexure 1 to Board’s Report 99
REPORTS Annexure 2 to Board’s Report 101
Annexure 3 to Board’s Report 104
Corporate Governance Report 113
Management Discussion and Analysis 140
The Dynamics of Blue Star’s Growth 149
Business Responsibility Report 151

FINANCIAL Independent Auditors’ Report on Consolidated Financial Statements 166


Consolidated Balance Sheet
STATEMENTS 174
Consolidated Statement of Profit & Loss 175
Consolidated Statement of Changes in Equity 176
Consolidated Cash Flow Statement 177
Notes to Consolidated Financial Statements 179
Independent Auditors’ Report 226
Balance Sheet 234
Statement of Profit & Loss 235
Statement of Changes in Equity 236
Cash Flow Statement 237
Notes to Financial Statements 239
Statement relating to Subsidiaries and Joint Venture Companies
(Form AOC-1) 283
Investor and Shareholder Information 285

Blue Star Limited | 1


Introduction | Integrated Report | Statutory Reports | Financial Statements

BOARD OF DIRECTORS CORPORATE MANAGEMENT


Shailesh Haribhakti Vir S Advani
Chairman Vice Chairman & Managing Director
Vir S Advani B Thiagarajan
Vice Chairman & Managing Director Managing Director
B Thiagarajan
Managing Director C P Mukundan Menon
President & Chief Operating Officer - Cooling &
Rajiv R Lulla Purifications Appliances group
Non-Executive Director
P Venkat Rao
Sunaina Murthy President & Chief Operating Officer - Electro-Mechanical Projects &
Non-Executive Director Air Conditioning Solutions Group
Dinesh N Vaswani
Non-Executive Director Neeraj Basur
Group Chief Financial Officer
Independent Directors
V S Ashok
Sam Balsara Chief Human Resources Officer
Rumjhum Chatterjee
Anil Harish Wilson Jebaraj
Vice President - Electro-Mechanical Projects & Customer Service
Arvind K Singhal
C Haridas
COMPANY SECRETARY Vice President - Sales & Marketing, and Customer Service,
Vijay Devadiga (up to June 4, 2021) Cooling & Purification Appliances
Neeraj Basur (w.e.f. June 5, 2021) Devidas Kasbekar
Vice President - Manufacturing (Himachal Pradesh Plants)
BANKERS Nithianand S
The Hongkong and Shanghai Banking Corporation Limited Vice President - Procurement & Supply chain, Cooling & Purification
BNP Paribas Appliances Group
State Bank of India Suresh Iyer
IDBI BANK Chief Information Officer
Kotak Mahindra Bank Ltd.
Standard Chartered Bank SUBSIDIARY COMPANIES
Citi Bank N.A Prem Kalliath
DBS Bank India Ltd. Chief Executive Officer, Blue Star Engineering & Electronics Ltd
IDFC First Bank
Axis Bank Dawood Bin Ozair
Chief Executive Officer, Blue Star International FZCO
Bank of Baroda
Qatar National Bank (Q.P.S.C.) Devashish Banerjee
HDFC Bank Vice President - Industrial Systems,
Blue Star Engineering & Electronics Ltd
ICICI Bank
Mohamed Abbas Miraj
AUDITORS Vice President - Operations, Middle East, Africa & SAARC;
Blue Star International FZCO (w.e.f June 14, 2021)
Deloitte Haskins & Sells LLP, Chartered Accountants

INTERNAL AUDITORS
Mahajan & Aibara (up to March 31, 2021)
Grant Thornton Bharat LLP (w.e.f. April 1, 2021)

REGISTRAR & TRANSFER AGENT


Link Intime India Pvt Ltd
C-101, 247 Park, L B S Marg, Vikhroli (West),
Mumbai 400 083.
Tel: +91 22 4918 6000
Fax: +91 22 4918 6060
Website: www.linkintime.co.in

REGISTERED OFFICE
Kasturi Buildings
Mohan T Advani Chowk, Jamshedji Tata Road
Mumbai 400 020 Tel: +91 22 6665 4000
www.bluestarindia.com
CIN: L28920MH1949PLC006870

Blue Star Limited | 3


LETTER FROM
THE CHAIRMAN

SHAILESH HARIBHAKTI
Chairman of the Board

4 | Blue Star Limited


Introduction | Integrated Report | Statutory Reports | Financial Statements

Dear Shareholders,

As I write to you in the second year of the pandemic caused by COVID-19, my heart goes out to all those who have suffered loss
and personal grief, and to those who continue to soldier on bravely to keep their families safe, their organisations functioning,
and the economy running against all odds.

I recall that last year I had written to you about how difficult the financial year 2020-21 would be, and had assured you that
Blue Star has been well prepared to face the challenges, given its strong fundamentals, resilience and most importantly, the
sheer determination of the team to make positive things happen. True to this, we did end fiscal 2021 on a high note, with the
fourth quarter delivering record profits.

None of this would have been possible without the people who make Blue Star what it is today. It is because of them that the
Company has stayed buoyant, and even emerged victorious in the most daunting times. On behalf of the entire Blue Star Board,
I would like to place on record my deep sense of gratitude to our customers, dealers, business associates and vendors for their
trust in the Company. Most importantly, I would like to appreciate all employees who rose to the occasion and fulfilled the
needs of our customers and ensured that we grew faster than the market in every line of business.

With the momentum gained in Q4FY21, we were looking forward to a great summer season. Moreover, the Union Budget
announced on February 1, 2021, was expected to place India on a very high growth trajectory. The sudden turn of events
consequent to the emergence of the second wave of Covid has crippled the economy and our businesses in Q1FY22, and
we have had to cope with another bad summer season. With a renewed national focus on strengthening the healthcare
infrastructure and an accelerating vaccination drive, I am hopeful that things will begin to improve from Q2FY22.

Enhancing our competitiveness across all business lines will be the top priority, in order to improve our market share in India
and in international markets. Several strategic programmes have been initiated in this direction. These include investments
in TCM, TQM, R&D, Industry 4.0, capacity expansion, de-risking of supply chains and digital initiatives, including Customer
Analytics and Robotic Process Automation.

We aim to grow our market share in India by expanding our distribution reach and making the Blue Star brand relevant to
emerging new customers in both B2C and B2B segments. We will continue to make significant investments in brand building
as well.

Environmental, Social and Governance (ESG) as a framework is gaining momentum, and in the post-pandemic new world order,
it is important for the Company to embrace the same.

While Profit, Growth and Excellence remain the corporate purpose, our business strategy is fully aligned with our ESG goals. We
believe that this alignment will drive shareholder value creation.

Blue Star has remained ahead of the curve in designing and launching energy efficient and environmentally friendly products.
For example, we have already launched three future-ready SKUs ahead of the next energy label change scheduled on
January 1, 2022. With an objective to reduce the wastage of water in RO purification, our water purifiers are designed for high
water recovery. In addition, we are pursuing various sustainability measures under Circular Economy principles, such as waste
reduction and recycling. In fact we are building two significant businesses based on Circular Economy principles; AC&R revamp
and retrofit solutions to extend the life and performance of existing systems, and sales and service of reconditioned MRIs and
CT scanners to support affordable healthcare in the country. Our Wada manufacturing plant is a Gold rated Green Factory. Our
Sri City Plant and the new offices are being designed as Green Buildings.

On the social front, we have been in the forefront since April 2020 driving relief work in several locations by distributing

Letter from the Chairman Blue Star Limited | 5


food, medicines, and PPEs. We are supporting hospitals in storage of critical medicines and vaccines. Mortuary chambers,
water coolers and deep freezers have been donated to COVID care hospitals. We also play an important role in education;
for instance, we have embarked on a digital education programme for 2,500 tribal children in Palghar district in Maharashtra.
Further, we are a leading AC&R vocational training partner for many corporates. Under the National Employability through
Apprenticeship Programme (NETAP), we employ around 1,200 apprentices every year.

Our Commercial Refrigeration business plays an important role in preservation and life extension of perishables. As a part
of our Corporate Social Responsibility, we support Women Farmer Producer Organisations in Uttarakhand and Tamil Nadu in
producing, processing, and marketing agricultural and horticultural products. Under our supplier diversity programme, and as
a signatory to the Affirmative Action agenda of CII, we encourage procurement from Scheduled Caste/Scheduled Tribe vendors.

Good governance has always been an essential pillar of Blue Star’s success since the very founding of the Company. Be it
Enterprise Risk Management or Related Party Transactions or Internal Financial Controls, we have not only been ahead of the
curve, but ensured that we raise the bar every year. We have implemented a robust Governance, Risk and Compliance (GRC)
policy. Further, we have in place a strict Integrated Vigil Mechanism framework. In the recently conducted survey among the
institutional investors, we have been rated 4.5 on a 5-point scale on our investor relations programme. As testimony to our
Governance Standards, we won the Golden Peacock Award for the second time in a row in FY21.

I am confident that Blue Star will emerge even stronger post the pandemic, with broadened offerings and a wider presence
in international markets. While pursuing the long-term vision, we will not lose sight of immediate priorities such as restoring
revenue growth and implementing profitability improvement measures.

The employees of Blue Star take pride in a job well done, as its founder Mohan T Advani, once observed!

I wish you and your family good health.

Stay cool! Stay safe!

Yours sincerely,
Shailesh Haribhakti

6 | Blue Star Limited Letter from the Chairman


LETTER FROM
THE VICE CHAIRMAN
& MANAGING
DIRECTOR

VIR S ADVANI
Vice Chairman &
Managing Director

8 | Blue Star Limited


Introduction | Integrated Report | Statutory Reports | Financial Statements

Dear Shareholders,
I hope you and your family members are doing well and staying safe. As I write this letter, the second wave of the pandemic
has been brought under control and there is concern that the outbreak of a third wave is imminent. With the vaccination drive
underway at a good speed and a higher level of preparedness across the country, I am hopeful that the impact of the next wave
is minimal.

Within Blue Star, almost all employees and their family members would have received at least one dose of the vaccine by
July end. Our establishments continue to function with all safety protocols and with employees observing COVID appropriate
behaviour. Most of our employees work in the field, visiting customers for installation and service, and operating from project
sites. We have ensured a safe work environment for them, and I am happy with the commitment of these individuals to following
all necessary safety protocols. We will need to carry on with our operations in this manner for the rest of the financial year and
thanks to digital tools,we have learnt to function with the same efficiency that existed prior to the pandemic.

Consolidated Financial Performance 2020-21

As you may recall, the first quarter of the fiscal 2020-21 was severely impacted due to the onset of the first wave of the pandemic
and the consequent national lockdown. We were quick to implement cost rationalisation measures apart from strengthening
the balance sheet by raising capital through Non-Convertible Debentures. The B2C as well as B2B businesses revived from
July onwards, and the demand growth was excellent in the festival season and in the fourth quarter. We seized the recovery
opportunity and ensured that financial performance improved every quarter and ended the fiscal on a high note. In Q4FY21, the
Company’s Revenue from Operations recovered 124% to ` 1,611.56 crores compared to ` 1,299.36 crores in Q4FY20. Operating
Profit (EBIDTA excluding Other Income and Finance Income) was ` 101.81 crores for Q4FY21 compared to ` 37.33 crores in
Q4FY20. Healthy cashflow from operations and improvement in working capital efficiencies enabled significant reduction of
` 282.46 crores in Net Borrowings in Q4FY21.

For the full-year ended March 31, 2021, Blue Star reported a recovery of 79.5%, with consolidated Revenue from Operations at
` 4,263.59 crores compared to ` 5,360.19 crores in FY20. Operating Profit (EBIDTA excluding Other Income and Finance Income)
for FY21 was ` 239.81 crores compared to ` 282.78 crores in Q4FY20. Net profit for FY21 recovered 70.1% to ` 100.35 crores as
compared to ` 143.25 crores in FY20.

Owing to the healthy order inflow in the second half of the financial year, the Carried Forward Order Book as on
March 31, 2021, was ` 2,952.42 crores compared to ` 2,946.59 crores as on March 31, 2020.

Business Segments

Order inflow in the Electro-Mechanical business was supported by the ‘Make in India’ initiatives of the government. While
orders from factories and the industrial sector improved, order inflow from the commercial buildings slowed down. We
prioritised and accelerated the execution of projects where cash flow was healthy. Going forward, we will focus on industrial
buildings including factories, data centers and warehouses and the infrastructure sector comprising metro railways, electrical
sub-stations and water distribution, which are expected to offer immediate growth opportunities.

In the Commercial Air Conditioning Systems business, with prospects starting to pick up from the second half of FY21, the
Company maintained its leadership position in ducted air conditioning, and further improved its market share in the chillers
and VRF categories.

In the year gone by, we repositioned Blue Star as a ‘Masstige’ brand in the room air conditioners market with the launch of a new
affordable range of products. At the same time, the products come with Blue Star’s promise of quality, reliability, and durability.
This move is aligned with our 3-year strategic plan of accelerating growth and market share by garnering a mass appeal cutting
across geographies and demographics.

We continued to expand our dealer network across the country and our room air conditioners are now available at 7,000 outlets
in 650 locations across the country. We also have 200 exclusive brand stores, and plan to increase these to 250 stores by the end
of FY22.

Simultaneously, we have strengthened our online presence in both e-commerce portals and through our own e-commerce site.
Focused investments in e-commerce marketing with the help of machine learning and AI tools have created immense brand
visibility and resulted in high click-through rates and conversions at optimised costs.

Letter from the Vice Chairman & Managing Director Blue Star Limited | 9
Virat Kohli continues to powerfully bat for us as our brand ambassador for room air conditioners, and his mass appeal continues
to enable us to create a strong connect with consumers and enhance our brand salience. We believe that the expertise, trust and
leadership, which Virat exemplifies, complement the Blue Star brand. Our new TV commercial is curated around the premise,
‘Happiness is a fast-cooling AC’, and it continues to be well-received. ‘Owned by Virat, Loved by Virat,’ these fast-cooling split ACs
are the need of the hour.

We have also launched a wide range of powerful new products and solutions with Virus Deactivation Technologies (VDT)
including ‘Livinguard’ Filters and Ultraviolet Germicidal Irradiation or UVGI (UVC Emitters), which can deactivate viruses when
air passes through these systems. In the new norm, VDT will be integral to the Company’s product offerings, and most of its
components are designed for easy retrofits into existing AC systems in the field.

We continue to maintain our leadership position in commercial refrigeration products and solutions. We are the most preferred
brand for water coolers, deep freezers, bottle coolers, modular cold rooms, ripening chambers, medical freezers and commercial
kitchen and retail refrigeration products. We witnessed an uptick in demand from healthcare, pharma, food processing and food
distribution customers. Sericulture is another upcoming avenue of growth for our commercial refrigeration business. We are
playing an important and critical role in the vaccine supply chain with a wide range of product offerings including primary cold
storages, medical freezers and vaccine transporters.

Blue Star Engineering & Electronics, with its wide range of professional electronics solutions and industrial systems, strengthened
its position in the market. In FY21, we witnessed increased demand for our data security solutions from the Banking and Financial
Services sector. Further, the demand for medical diagnostic equipment also grew and here again we are playing a critical role in
the fight against COVID by supporting the needs of the diagnostics industry.

In the post-pandemic world, it is becoming increasingly clear that we need to focus on mitigating geographical concentration
and seasonality risks. In this context, growing our exports is critical. In FY21, we further consolidated our position in the
Middle East, North Africa and SAARC regions and continued to invest in building the Blue Star brand in the Middle East.
In addition, we are ODM partners for a few international brands. The upcoming EXPO 2020 at Dubai and the FIFA tournament in
Qatar continue to offer growth opportunities.

The Local Imperative: R&D, Manufacturing & Supply Chain

As a part of the Atmanirbhar Bharat Program, the Government has announced Production Linked Incentive (PLI) Schemes
for many product categories. The Company’s newly formed subsidiary, Blue Star Climatech Limited, will participate in the
PLI scheme for some of the components which it will manufacture in its new manufacturing unit being set up in Sri City.

We are also setting up a new facility for manufacturing Deep Freezers and Water Coolers with an investment of around
` 130 crores at Wada, Maharashtra. This new plant, likely to be commissioned towards the end of 2021, is expected to have the
capacity to produce around 2,00,000 deep freezers and 1,00,000 storage water coolers annually.

For Blue Star, self-reliance has been a focus for many decades. The source of our self-reliance comes from our R&D capabilities
and engineering expertise. The Company has one of the best R&D facilities in India with world-class infrastructure and a large
talent pool of AC&R engineers. In fact, we also undertake product development work for a few international players.

Quite a few localisation and backward integration initiatives are being implemented in all the 5 manufacturing units, apart from
automation and digitisation programmes. Manufacturing Excellence, TQM and TCM programmes have also been implemented
in the plants and with key vendors in the value chain.

The future of the Company will be determined by how effectively our R&D, Manufacturing and Supply Chain organisations innovate
and bring best-in-class and cost competitive products to market. We are making significant investments to ensure success.

Gold Standard Service

As India’s largest after-sales air conditioning and commercial refrigeration service provider, we offer a countrywide 24x7 Gold
Standard service network. Our service offerings include Annual Maintenance Contracts, Genuine Parts, Retrofits & Upgrades,
Energy Management Services, Air & Water Balancing, Remote Monitoring Services and Engineering Facilities management.

Gold Standard Service is an ongoing programme to deliver superior service to our customers and we have invested significantly
in capability building and advanced digital tools.

10 | Blue Star Limited Letter from the Vice Chairman & Managing Director
Introduction | Integrated Report | Statutory Reports | Financial Statements

It has been a challenging year to deliver on this promise. I am proud to report to you that through all the unprecedented
lockdowns, our service teams walked the extra mile to satisfy our customers in need of service. They upheld our exceptional
service standards while adhering to the Company’s new standard operating procedures for COVID-safe service delivery. It is
heartening to receive so much positive customer feedback through the year.

The Digital Push

We continue to invest in strengthening our digital infrastructure, in areas such as RPA, Bots, Analytics and Cyber Security to
improve customer experience, improve collaboration both internally and externally, optimize productivity, and enhance
information security. In the COVID-19 era, this has become particularly important. With the factory at Kala Amb having become
an ‘Intelligent Factory,’ all our factories are now IoT-enabled, allowing for efficiency improvement and cost-saving initiatives.

While digital investments will continue at an aggressive pace across the value chain, the next frontier for us to master will be
customer data mining and analytics. This, along with institutionalising and embedding a digital mindset in our people so that it
becomes a part of the DNA of the organisation, are key for securing our future.

People

I am pleased to report that as in the past, in a very challenging year, Bluestarites rose to the occasion and placed the Company’s
interests above their own. Many of them were in the frontline, risking their lives. All employees took salary-cuts. Several internal
taskforces and quick response teams extended emergency help to employees, their family members and business associates
round the clock through the pandemic. Extraordinary work has been carried out by the way of administering vaccines in record
time. I salute these COVID Warriors!

Unfortunately, the leadership development and succession planning programmes had to take a backseat, and it is our intention
to accelerate these initiatives in the coming months.

Finance

As you are aware, with the onset of the pandemic and the national lockdown, it was important for us to secure our Balance Sheet.
In June 2020, we successfully completed the issuance of ` 350 crores of Non-Convertible Debentures. It was the Company’s
debut NCD issuance andit was oversubscribed.

I am pleased to report that the Company ended the year with a Net Positive Cash Balance of ` 151.45 crores as of March 31, 2021,
compared to a Net Borrowing of ` 155.00 crores as on March 31, 2020. The Debt Equity ratio stood at 0.21 as on March 31, 2021.

Apart from prudent cash management, we have a robust Internal Financial Control mechanism and Enterprise Risk Management
framework in place. Both have been stress tested through the pandemic and I am more than satisfied with the results.

The Year Ahead

As preparations are underway by the public health authorities to counter the third wave, we pledge to cooperate and collaborate
with them in every possible manner. The reality is that FY22 will also be a challenging one, but with the experience gained in
FY21, we believe that we are well prepared.

As an enterprise that is ‘Built on Trust’, I take pride in conveying that every employee of the Company and the entire Board are
committed to the mission to emerge stronger and reinforce that Blue Star is ‘Built to Last’!

Stay cool! Stay safe!

Yours sincerely,
Vir S Advani

Letter from the Vice Chairman & Managing Director Blue Star Limited | 11
BOARD OF
DIRECTORS

Sitting (L to R): Vir S Advani, Shailesh Haribhakti, B Thiagarajan


Standing (L to R): Rajiv R Lulla, Sunaina Murthy, Dinesh N Vaswani, Arvind K Singhal,
Rumjhum Chatterjee, Anil Harish, Sam Balsara

12 | Blue Star Limited


Introduction | Integrated Report | Statutory Reports | Financial Statements

Chairmen Emeriti
Ashok M Advani is an MBA from the Harvard Graduate School of Business
Administration, an Electrical Engineer from MIT, USA, and a BSc (Honours) from
Mumbai University. His professional career with Blue Star spanned more than
47 years, including 33 years as Chairman. During this period, revenues multiplied
more than 400 times and the Company established itself as a leader in the
Air Conditioning and Commercial Refrigeration industry in India. He retired from the
Board in November 2016.
In recognition of his long and distinguished leadership of Blue Star, he was appointed
Chairman Emeritus and is an invitee at Board Meetings. He continues his association
with the Company as an Advisor to the Board and the Executive Management.

ASHOK M ADVANI
Chairman Emeritus

Suneel M Advani is a double graduate in Electrical Engineering and Economics from


MIT, USA. He also holds an LLB degree from Mumbai University.
Mr Advani spent his entire working career in Blue Star, joining as a Management
Trainee in 1969 and moving up steadily to President and Vice Chairman in 1984. He
retired from his executive position in 2014, and was designated Vice Chairman of
the Board. He was elevated to Chairman of the Board from December 2016. After
spending 50 years in the Company including 36 years on its Board, he retired as
Chairman of the Board on March 31, 2019. In recognition of his long and exemplary
leadership of Blue Star, he was appointed Chairman Emeritus on April 1, 2019. He
continues his association with the Company as an Advisor to the Board and the
Executive Management.
Mr Advani established Blue Star’s presence in computer software development
and export, and when this division was spun off to become Blue Star Infotech Ltd
in 2000, he assumed the position of Chairman there and later, Managing Director
as well, in addition to his responsibilities in Blue Star. In the span of his career,
Mr Advani formed many joint ventures with global majors such as HP, Motorola and
Stork-Comprimo in the hi-tech area, and with Indian entities in the air conditioning
SUNEEL M ADVANI ancillaries field. For Blue Star and Blue Star Infotech, he conceived and completed
Chairman Emeritus several corporate acquisitions. Over the years, he served on the managing councils of
several industry and trade bodies, such as CII, and is the founder and a Past President
of the Refrigeration and Air Conditioning Manufacturers’ Association (RAMA).

Chairmen Emeriti Blue Star Limited | 13


Board of Directors
Shailesh Haribhakti is a renowned Chartered and Cost Accountant, and a certified
Internal Auditor, Financial Planner, and Fraud Examiner, with over four decades of
experience. He has been conferred with the Global Competent Boards Designation
(GCB.D) by Competent Boards Inc. He is a strong supporter of a clean and green
environment, and has successfully established the concept of ‘Innovate to Zero’ in
the social context.
Mr Haribhakti joined the Board of Blue Star in 2005 as an Independent Director
and he took charge as Chairman with effect from April 1, 2019. In addition,
Mr Haribhakti is currently the Non-Executive Chairman of the Board of L&T
Finance Holdings Limited, L&T Mutual Fund Trustee Ltd, Future Lifestyle Fashions
Limited, and NSDL e-Governance Infrastructure Limited, amongst others. He is the
Vice Chairman of GOvEVA consulting Pvt Ltd. He is also a Board Member
of a number of leading companies including Brookprop Services Pvt Ltd
SHAILESH HARIBHAKTI (A Brookfield REIT), Torrent Pharmaceuticals Ltd, Bennett Coleman and Company Ltd
Chairman (Times Group), Ambuja Cements Ltd, ACC Ltd, Bajaj Electricals Ltd, Gaja Trustee
Company Pvt Ltd (Gaja Capital Group), and Epigeneres Biotech Pvt Ltd. In recent
times, some prominent Boards and Board Committees led by him have been
recognised with coveted awards, which speak of his penchant for excellence in the
areas of corporate governance and sustainability initiatives.
Mr Haribhakti has been associated with a number of management institutions as well
as industry and professional forums. He has led Bombay Management Association;
Institute of Internal Auditors, Bombay Chapter; Western India Regional Council,
Institute of Chartered Accountants of India; Indian Merchants Chambers; Financial
Planning and Standards Board, India; and Rotary Club of Bombay; over the last
many decades. He has served on the Standards Advisory Council of the International
Accounting Standards Board in London for two years and was Chairman of the NPS
(National Pension Scheme) Trust from 2015-2017.

Vir S Advani holds Bachelors Degrees in Systems Engineering and in Economics from
the University of Pennsylvania. He has also completed a comprehensive Executive
Management Program at Harvard Business School.
Mr Advani, after a 2-year working stint in private equity in New York, joined
Blue Star Infotech Ltd in 2000 and then founded Blue Star Design and Engineering Ltd
in 2003, designated as its Chief Executive Officer. In 2007, he moved to Blue Star as Vice
President-Corporate Affairs and later became Executive Director in 2010. In April 2016,
Mr Advani was appointed as the Managing Director of the Company, and in April 2019,
he was elevated to Vice Chairman and redesignated as Vice Chairman & Managing
Director. In his enhanced role, Mr Advani is the primary interface between the Board
and the Executive Management, and directly oversees the Professional Electronics &
Industrial Systems business, International Operations, Corporate Finance, Corporate
Human Resources, Information Technology and Corporate Planning.
Mr Advani is a Director of Blue Star Engineering & Electronics Ltd. He is an elected VIR S ADVANI
Vice Chairman & Managing Director
member of the CII National Council and member of various National Committees
including International and EXIM.

14 | Blue Star Limited Board of Directors


Introduction | Integrated Report | Statutory Reports | Financial Statements

B Thiagarajan is a Bachelor of Engineering in Electrical and Electronics from Madurai


University. He has also completed the Senior Executive Program of London Business
School. He has around four decades of experience, having worked for reputed
companies such as Larsen & Toubro Ltd, BPL Systems Ltd and Voltas Ltd, prior to
joining Blue Star in 1998.
Mr Thiagarajan has handled various assignments in the Service business, Corporate
Communications & Marketing and Corporate Affairs & Planning before he was
promoted as President - AC&R Products Group in 2009. He was appointed as
Joint Managing Director in 2016 and took charge as Managing Director in 2019.
He currently oversees Sales, Marketing, Supply Chain and Service Operations
pertaining to the Products & Projects Businesses; Manufacturing and R&D; Corporate
Communications; Public Relations and Corporate Marketing Services.
Mr Thiagarajan plays an active role in various industry fora, and is currently the
B THIAGARAJAN Chairman of Confederation of Indian Industry (CII), Western Region. He is the
Managing Director Past Co-chairperson of the CII National Agriculture Council, Past Chairman of CII
Maharashtra State Council and Past President of Refrigeration and Air Conditioning
Manufacturers Association (RAMA). He is a nominated member of the CII National
Council.

Sam Balsara is Chairman of Madison World, which is amongst India’s largest media and
communication agencies. He holds a Bachelor’s degree in Commerce and a Post Graduate
diploma from Jamnalal Bajaj Institute of Management Studies. He has over 45 years of
extensive experience in marketing, advertising and media. Mr Balsara started his career
at Sarabhai’s in 1972, with stints thereafter at Cadbury India Ltd, Contract Advertising
Company (WPP) and Mudra Communications, before founding Madison in 1988.
Mr Balsara has won many accolades such as ‘The Most Influential Person in Media’
by Economic Times-Brand Equity for 10 consecutive years; IAA Leadership Award for
Media Agency Professional of the Year, 2013; ‘Lifetime Achievement Award’ in 2009
from Advertising Agencies Association of India; and has been a jury member at the
International Festival of Advertising in Cannes in 2005 as well as 2014; to name a few.
He has held prestigious positions in several associations such as President of AAAI
of which he continues to be an Executive Committee member; and Chairman of The
Advertising Standards Council of India, 2000-2001 and presently its Advisor; amongst SAM BALSARA
others. Mr Balsara joined the Blue Star Board in June 2017. Independent Director

Rumjhum Chatterjee is one of the co-founders of Feedback Infra Group and


serves as its Group Managing Director and Head-Human Capital, and is its
Chief Compliance Officer. She is also the Chairperson of the Feedback Foundation
Trust. She is a member of the Board of Somany Ceramics Limited. Besides, she is the
Vice Chairperson of HelpAge India and a member of its Governing Board. She holds
a degree in Psychology from Calcutta University. She joined the Board of Blue Star
with effect from February 5, 2019. As an active member of CII, she has served as the
first woman Chairperson for CII Northern Regional Council (2016-17). She is currently
a Member of the National Council of CII, and co-chairs the National Committee
on CSR.

RUMJHUM CHATTERJEE
Independent Director

Board of Directors Blue Star Limited | 15


Anil Harish is a Partner at the law firm, D M Harish & Co, and his practice includes many
diverse areas of law including Property, Exchange Control, Foreign Investments,
Trusts, Wills, and Indian as well as International Taxation. He has been on the
Managing Committee of Indian Merchants Chamber, Chamber of Tax Consultants
and ITAT Bar Association. He has also been an office bearer of several institutions
in the legal field, such as the Society of Indian Law Firms, of which he was the
Vice President. Mr Harish has been ranked by the prestigious legal directory of
Chambers & Partners as a leading tax lawyer. He has authored several articles which
have been published in leading newspapers and professional journals.
Mr Harish joined the Board of Blue Star in November 2017. He is a Director of reputed
companies including Hinduja Global Solutions Ltd and NXT Digital Limited. He is
also involved with a number of educational and charitable trusts, and is a Trustee of
the Hyderabad (Sind) National Collegiate Board.
ANIL HARISH
Independent Director

Rajiv R Lulla is a Founding Partner at Deep Blue Advisors, and the Founder of Voltaire
Advisory Services, a technology-enabled financial services firm. He holds a Bachelor’s
degree in Mechanical Engineering with Electronics from King’s College, London, and
a Master’s Degree from Imperial College, London.
Mr Lulla has over 25 years of experience primarily as an investment banker specialised
in merger advisory and corporate finance, and has completed transactions representing
a combined value in excess of USD 220 billion across multiple industry sectors and
geographies. He has held senior global leadership roles at Merrill Lynch, the Credit
Agricole Group, and Deutsche Bank, based in New York, London, Paris and Hong Kong.

RAJIV R LULLA
Non-Executive Director

Sunaina Murthy joined the Blue Star Board with effect from April 1, 2019. She holds
a Bachelor’s degree in Molecular Genetics from the University of Rochester, and a
Master’s degree in Biotechnology from Northwestern University. She began her
career as a cancer researcher at the University of Pennsylvania, and then worked
at a venture capital firm specialising in life sciences. Thereafter, she co-managed a
USD 3 billion healthcare fund for AIM Capital Management, USA, where she made
investments in publicly traded companies in the areas of biotechnology, medical
devices, pharmaceuticals, hospitals and other healthcare services. Since moving
back to India in 2006, she has and continues to consult for US and India based
venture capital firms who invest in the life sciences and healthcare sectors, and for
companies in the life sciences space. She has served on the Board of Trustees of the
Blue Star Foundation for the past 8 years.

SUNAINA MURTHY
Non-Executive Director

16 | Blue Star Limited Board of Directors


Introduction | Integrated Report | Statutory Reports | Financial Statements

Arvind K Singhal is the Founder & Chairman of Technopak Advisors, one of India’s
leading management consulting firms focusing on four key sectors that include
Consumer Products & Retail, Textiles & Apparel, Food & Agriculture, and Skills
Development. He is also an Independent Director on the Boards of Welspun India,
Greaves Cotton Limited, and Metro Brands Limited. He is also serving on the Board of
Governors of Indraprastha Institute of Information Technology – Delhi (IIIT – Delhi).
He holds an Engineering degree from IIT-Roorkee (Electronics & Communication),
which has also recognised him as a ‘Distinguished Alumnus,’ and an MBA (Finance
& Marketing) from UCLA, USA. He joined the Blue Star Board with effect from
February 5, 2019.

ARVIND K SINGHAL
Independent Director

Dinesh N Vaswani is the Founder and Managing Director of Acuitas Capital Advisors Pvt
Ltd, a multi-family investment office focused on advising families on their investment
portfolios in India. He has over three decades of experience in both investing in and
operating companies in India and the US. He holds an MBA from the Wharton School
of Business and a BBA cum laude from the University of Texas at Austin. Mr Vaswani
was the Managing Director at Temasek Holdings Advisors India Pvt Ltd, established
Bessemer Venture Partners’ operations in India, and was CEO of Blue Star Infotech,
USA. He has served on a number of Boards of public and private companies including
Firstsource, Mindtree, Venture Infotech, and Borosil.

DINESH N VASWANI
Non-Executive Director

Board of Directors Blue Star Limited | 17


Introduction | Integrated Report | Statutory Reports | Financial Statements

ENHANCED
VALUE CREATION FINANCIAL CAPITAL
Total Income ` 4,326 crores, marking a
recovery of 80% inspite of the
pandemic; PAT ` 100 crores; ROCE 27%

MANUFACTURED CAPITAL
5 state-of-the-art manufacturing facilities
across Himachal Pradesh, Dadra, Ahmedabad
and Wada; 2 new facilities planned to be set
at Sricity and Wada

INTELLECTUAL CAPITAL
R&D spend of `59 crores

HUMAN CAPITAL
People strength 2,621; 9.2% female
employees across levels and roles in
the management cadre

RELATIONSHIP CAPITAL
3,700 Channel Partners;
1,154 Service Associates

SOCIAL AND NATURAL CAPITAL


~ 85,000 lives impacted (CSR outreach); COVID
relief initiatives undertaken; Measures taken to
protect the environment such as the use of
eco-friendly refrigerants

Integrated Report Blue Star Limited | 23


01 COMPANY
OVERVIEW
THE 77-YEAR-OLD CORPORATION ‘BUILT ON TRUST’ OF ITS STAKEHOLDERS
Blue Star, headquartered in Mumbai, is India’s leading air conditioning and commercial refrigeration company, with an expansive
domestic and global footprint. This 77-year-old legacy, proud of its Indian roots, is ‘Built-on-Trust’ of its internal and external
stakeholders. Underpinned by consistent growth, systematic diversification, and driven by exemplary leadership, Blue Star has
grown multi-fold over the last seven decades with many landmark achievements to its credit.
The Company is well-known for its value-driven differentiated and
customer-centric products and solutions, and enjoys a preferred
partnership status with most of corporate and commercial India, After-sales
service
almost one-third of which has a Blue Star product installed in their provider

premises. The Company continues to evolve and reinvent itself to


stay relevant to the changing times. INTEGRATED
Integrated Business Model Manufacturer BUSINESS
MODEL
The Company’s integrated business model of a Manufacturer;
Engineering, Procurement and Construction (EPC) services Engineering,
provider; and After-sales service provider; enables it to offer Procurement
and Construction
end-to-end solutions to its customers across Building, Industrial and (EPC)
contractor
Infrastructure segments. Empowered by deep domain knowledge,
the Company’s expertise in areas of cooling, commercial
refrigeration, purification, and project management are unmatched.
Experts in Cooling, Refrigeration,Purification; and Project Management
The Company’s potent blend of technical know-how, talented workforce, design expertise, exceptional project execution
capabilities, and global footprint makes it the preferred choice for Mechanical, Electrical and Plumbing (MEP) projects. As an
expert in cooling and purification, Blue Star offers a plethora of solutions in these arenas, in addition to providing Engineering
Facilities Management (EFM), as well as being
present in the commercial kitchen and healthcare
refrigeration segments. It entered into the residential
air conditioners segment in 2011, and has since then,
made deep inroads into this category, with a current
As one of the most trusted market share of 13%.
business houses in India, Blue Star Extensive Distribution Network and
diligently and prudently continues to Excellent After-Sales Service
reimagine and reinvent itself, thereby
surmounting challenges, and imprinting Known for its reliability, Blue Star is also the country’s
largest after-sales air conditioning and commercial
its way well into its centennial
refrigeration service provider with a spectrum of
world-class customer service solutions. It has an
extensive network of exclusive, multi-brand and
modern retail format channel partners as well as
service partners across the country.

24 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Manufacturing Excellence and Ingenuity


Blue Star’s manufacturing prowess, its ability to leverage on innovation and technology, along with its strategic endeavours
across business segments all steered towards customer-centricity at its core, continue to give the Company an edge over
its competitors. Digital interventions have efficiently sharpened its business processes, and the organisation continues to
judiciously invest in state-of-the-art technologies for enhanced productivity, scalability and consistency.
Reckoned the World Over
Blue Star, through its joint ventures in Qatar and Malaysia, undertakes MEP projects for residential, commercial and infrastructure
purposes. The Company exports to 18 countries across the Middle East, Africa, SAARC and ASEAN regions, where its products
stand the test of time in some of the most difficult and extreme climatic conditions in the world. Traversing boundaries, Blue Star
continues to garner global acclaim, thereby enhancing the Company’s brand beyond India, while providing significant growth
opportunities for its businesses on the international platform.
Other Businesses
Blue Star’s other businesses include marketing, solution design and maintenance of imported professional electronic equipment
and services, as well as industrial products and systems, which are handled by Blue Star Engineering & Electronics Limited, a
wholly owned subsidiary of the Company. It holds the repute of providing advanced technology products as well as turnkey
engineering solutions that cater to several industries across the country.

Blue Star has been making in India, making for


the world for over 77 years now

Blue Star’s manufacturing plant in


Himachal Pradesh

Integrated Report Blue Star Limited | 25


02
VARIED AND
SEGMENTS
DIVERSIFIED
BUSINESS
SEGMENTS
BUSINESS

Electro-Mechanical Projects and


Commercial Air Conditioning Systems Blue Star has an extensive
and diversified portfolio of
This business segment covers the design,
products and services across
manufacturing, installation, commissioning and
its business segments through
maintenance of central air conditioning plants,
packaged/ducted systems and variable refrigerant
which it betters the daily lives
flow (VRF) systems, as well as contracting services of people
in electrification, plumbing and fire-fighting. It
also comprises after-sales services such as revamp,
retrofit and upgrades as well as Engineering Facilities
Management (EFM), which cover a wide repertoire
of operation and maintenance services for efficient
functioning of electro-mechanical utilities.

Unitary Products
Blue Star offers a wide variety of contemporary and highly energy-efficient room air conditioners for both residential as well as
commercial applications. It also manufactures and markets a comprehensive range of commercial refrigeration products and
cold chain equipment. The Company also has water purifiers, air purifiers and air coolers in its product portfolio.

Professional Electronics and


Industrial Systems
For over six decades, Blue Star
has been the exclusive distributor
in India for many internationally
renowned manufacturers of
professional electronic equipment
and services, as well as industrial
products and systems. This business
is managed by the Company’s
wholly owned subsidiary, Blue Star
Engineering & Electronics Limited.

26 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Integrated Report Blue Star Limited | 27


03
AIR CONDITIONING PRODUCTS
INDUSTRY
STRUCTURES &
DEVELOPMENTS
In FY21, the overall market size for air conditioning products in India was severely impacted by COVID-19 related disruptions
and the subsequent lockdowns, and declined 25% to an estimated `13,000 crores, compared to `17,500 crores in FY20. Of this,
the market for central air conditioning, including central plants, packaged and ducted systems, and VRF systems was around
`2,000 crores and the market for other ancillary equipment was estimated at around `2,500 crores, while the market for room
air conditioners comprised the balance `8,500 crores.
During the year, in central air conditioning, growth was mainly driven by Government, Industrial, Healthcare and Pharmaceutical
segments.
COMMERCIAL REFRIGERATION
The Commercial Refrigeration segment consists of a wide spectrum of products and solutions such as deep freezers; storage
water coolers; visi coolers; visi freezers; bottled water dispensers; bottle coolers; modular cold rooms; commercial kitchen
refrigeration products such as reach-in coolers, undercounter chillers and freezers, blast freezers, back bar chillers and
saladettes; medical refrigeration products such as ultra-low temperature freezers, medical freezers, blood bank refrigerators
and pharmacy refrigerators; and supermarket refrigeration products such as multideck chillers, vertical freezers, islands, and
other merchandising units.
Recently, the Company launched vaccine storage products such as vaccine transporters and ice lined refrigerators. With the
COVID vaccine inoculation drive, these new products received good acceptance from the government and private healthcare
players.
While the customer segments such as ice-cream manufacturers remained temporarily challenged, segments such as
Pharmaceutical and Healthcare as well as Processed Foods witnessed a surge in demand. The Company is a market leader in the
product categories of modular cold rooms, deep freezers and storage water coolers.

Chiller assembly line at Wada factory

28 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

A view of the Dadra factory

A view of the Himachal Pradesh plant

The room air conditioners


manufacturing facility at Himachal
Pradesh

Integrated Report Blue Star Limited | 29


04 WIDE RANGE
OF PRODUCTS

INVERTER SPLIT AC

PORTABLE AC

WINDOW AC

AIR COOLER AIR PURIFIER

30 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

WATER COOLED VRF SYSTEM

VRF V PLUS SYSTEM

WATER COOLED SCROLL CHILLER

AIR COOLED INVERTER SCROLL CHILLER

AIR COOLED VFD SCREW CHILLER

INDOOR UNIT OF INVERTER DUCTED SYSTEM

Integrated Report Blue Star Limited | 31


GLASS TOP DEEP FREEZER

BOTTLE COOLER

WATER PURIFIERS

32 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

COLD ROOM

MEDICAL FREEZER

ICE LINED REFRIGERATOR

VACCINE TRANSPORTER

Integrated Report Blue Star Limited | 33


FOUR DOOR REACHS-IN CHILLER

SUPERCOOLER

VISICOOLER

34 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

PLATINUM SERIES WATER COOLER

SOFTPUSH BOTTLED WATER DISPENSER

TOUCHLESS WATER COOLER


BOTTLED WATER DISPENSER

Integrated Report Blue Star Limited | 35


05 SOME
PRESTIGIOUS
INSTALLATIONS
HVAC and utility piping
installation at Apollo Tyres, Tada ,
Andhrapradesh

Mechanical, Electrical and Plumbing


(MEP) works for Wistron Infocomm’s
factory expansion project, Bengaluru

Chiller plant room installation


at Ford, Chennai

36 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Meher Distributors Kalher, Thane,


where Blue Star supplied and
installed cold rooms for Vaccine
Storage

Inside view of the cold room


supplied and installed at the
Municipal Corporation of Greater
Mumbai (MCGM), to store vaccines
as a part of Vaccine inoculation
program

Glimpse of the upcoming


Sir M. Visvesvaraya Terminal in
en aluru ic i t e fir t centrall
air-conditioned terminal in India,
where Blue Star has supplied oil free
centrifugal chillers

Blue Star Engineering & Electronics


installed a Real Time Industrial
adio rap te a fir t o it
kind of system in India, at Tata
Refractory Limited (THL), Belpahar,
Odisha. This was a breakthrough of
the Company in Refractory segment
as well

Integrated Report Blue Star Limited | 37


06
TRAVERSING GLOBAL FRONTIERS
EXPANDING
GLOBAL
PRESENCE
On the global front, Blue Star exports its products to around 18 countries in the Middle East, African, SAARC, and ASEAN regions.
Blue Star International FZCO drives the exports of air conditioning and commercial refrigeration products, and Original
Equipment Manufacturing (OEM)/Original Design Manufacturing (ODM) businesses for globally recognised brands such as
Danfoss and Rheem.
The growing hospitality sector along with the rise in
construction activities coupled with extreme ambient
weather conditions across countries in the Middle East,
Africa, SAARC and ASEAN regions, provide ample growth
opportunities to the Company. The Blue Star brand is
experiencing an increase in acceptability in the global
markets. Further, with the Dubai Expo which is scheduled in “Blue Star International FZCO,
October 2021 and the FIFA World Cup scheduled in Qatar in
a 100% subsidiary of
2022, the Company foresees good prospects in these regions
Blue Star headquartered in Dubai
in times to come.
Airport Freezone, manages
Blue Star continued to remain active on the digital platform the Company’s International
and managed to cater to a widespread customer base. business as well as its joint
During the period under review, the Company successfully ventures which focus on HVAC&R,
commenced its Refrigeration business in the UAE and is
in addition to MEP projects for
already serving prestigious customers.
residential,commercial and
Going forward, the Company intends to further strengthen industrial segments”
its channel distribution and OEM/ODM businesses across
countries as well as focus on expanding its consumer base
and consolidating its presence in the existing regions.
Blue Star Systems and Solutions LLC, the subsidiary of
Blue Star International FZCO, was incorporated in FY19 in
mainland UAE to support and expand the air conditioning
and service businesses in the country and tap into the market potential for those services.

38 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Indorama Eleme Fertilizer and


Chemicals Limited, Nigeria, where
Blue Star supplied and installed
Air Handling Units (AHUs) and AC
VRF systems installed by Blue Star at condensing units
Technopark for Bowyer & Wick, the UAE

Blue Star’s
mobile service
van in the UAE

Blue Star’s showroom in Dubai

Office
Corporate
tures
Bhutan Joint Ven
nal HQ
Nepal h Internatio
Bahrain Banglades
Kuwait Qatar Re export
rs
Distributo
Saudi Ara
bia UAE Vietnam
Oman
Yemen
Sri Lanka Malaysia
Sudan
Nigeria Maldives Singapore
Kenya

ia
Tanzan

Global footprint

Integrated Report Blue Star Limited | 39


ENHANCED VALUE CREATION

SOCIAL AND FINANCIAL


NATURAL CAPITAL CAPITAL
Strong Balance Sheet
Implemented CSR initiatives aimed
at empowering the society Healthy Liquidity position
Implemented COVID-19 emergency Net Positive Cash Inflow
projects for immediate relief and
response Efficient usage of Capital

Concerted efforts towards Reduction in Debt Equity Ratio


sustainable growth; continued with
efforts to protect the environment
reaping significant savings in energy
consumption.

RELATIONSHIP MANUFACTURED
CAPITAL CAPITAL

Nurtured and fostered robust Driving towards excellence and


relationships ‘Built on Trust’ with all efficiency
its stakeholders:
1) Customers Adopted new technologies
2) Employees Upgraded existing technologies
3) Suppliers
4) Channel Partners Invested in low cost automation
5) Shareholders
Invested in culture building
6) Bankers
7) Other Stakeholders Invested in Total Quality
Management

HUMAN INTELLECTUAL
CAPITAL CAPITAL

Enhanced people- friendly Accelerated R&D performance


engagement initiatives
New-age R&D infrastructure
Well-being initiatives to facilitate
sustained operations while Innovated and rolled out
managing personal health and environment friendly and
safety during the pandemic sustainable products

Enhanced investments in training &


development
Undertook women empowerment
initiatives
Adopted employee friendly policies
Focused on talent management

40 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

07 FINANCIAL
CAPITAL
STRONG BALANCE SHEET; HEALTHY LIQUIDITY POSITION; NET POSITIVE CASH INFLOW
Robust business recovery witnessed in the second half of the financial year enabled Blue Star to end the year on a high note. The
Company gained market share in each product category and closed the fiscal year with a strong balance sheet. The Company’s
goal is to grow faster than the market, keep operating costs under control and manage the balance sheet prudently, with a
clear focus on operating cash flows. The Company closely monitors the economic health of its assets and ensures that adequate
liquidity is maintained on its Balance Sheet, at all times.

Total Income* (` crores)


5,405
5,260

4,558
4,165 4,326

2016-17 2017-18 2018-19 2019-20 2020-21

Profit After Tax (PAT)* (` crores) Return on Shareholders Funds

The Company ended


the year with a Net 21.4%
190
Positive Cash Balance 17.8% 18.6%
144 143 16.4%
123 of ` 151.45 crores as
100 11.6%
of March 31, 2021,
compared to a
Net Borrowing of
` 166.44 crores as on
March 31, 2020 (Debt
2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21
Equity ratio of 0.21)

Operating Margin (EBITDA) Return on Capital Employed

6.6%
Integrated 5.9%
5.4% Report 5.3% 5.6%
29.8%
Blue Star Limited | 41
2016-17 2017-18 2018-19 2019-20 2020-21

Profit After Tax (PAT)* (` crores) Return on Shareholders Funds

21.4%
190
17.8% 18.6%
144 143 16.4%
123 100 11.6%

2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21

Operating Margin (EBITDA) Return on Capital Employed

6.6%
5.9% 5.6%
5.4% 5.3% 29.8%
25.0% 25.7% 25.4% 27.0%
347

266 283
240
222

2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21

Cash From Operations as a % of EBITDA Debt Equity Ratio

189% 0.4
0.3
150%
85%
0.2 0.2
70%
24%
0.0

2016-17 2017-18 2018-19 2019-20 2020-21 2016-17 2017-18 2018-19 2019-20 2020-21

1. The financial information is on a consolidated basis


2.*Revenue and PAT of 2018-19 have been restated for the impact of IND AS 115

42 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

08
DELIVERING EXCELLENCE
Blue Star’s manufacturing footprint
MANUFACTURED
CAPITAL
spans five state-of-the-art facilities across
Wada, Dadra, Ahmedabad, and two in In line with the Company’s plans to
Himachal Pradesh, which are dedicated enhance its production capacity under
to various product lines. Acclaimed the the manufacturing footprint redesign
world over for manufacturing, to keep programme that was initiated in FY17, the
pace with dynamic market conditions, Company is in the process of setting up an
the Company continues to strengthen additional facility for manufacture of deep
its manufacturing prowess by regularly freezers using some of the latest techniques such
embarking on initiatives which leverage as virtual factory simulation and 3D modelling,
and build on its existing strengths. amongst others, at its existing manufacturing
Blue Star, under the aegis of the plant in Wada which is expected to be
‘Manufacturing Excellence Programme’ operational by FY22
initiated in 2016, that lays strong
emphasis on LEAN manufacturing,
technology upgradation, quality
improvement, and culture building,
continues to significantly strengthen
its manufacturing expertise. This
has resulted in the Company having been able to continuously enhance its operational efficiency while producing robust,
differentiated and acclaimed products.
The Company continues to focus on supplier excellence, end-to-end logistics, Industry 4.0 practices and building new-age
competencies in people. The Company strongly believes that such a holistic approach of going beyond manufacturing will
enable it to reap the benefits of larger magnitude across its entire value chain while ensuring optimal capital allocation.

QUALITY
IMPROVEMENT
LEAN
QUALITY MANUFACTURING
QUALITY

TECHNOLOGY
UPGRADATION
CULTURE
BUILDING

Integrated Report Blue Star Limited | 43


Six Sigma is a way of life to drive process cost improvement and quality. Blue Star’s manufacturing facilities are ISO 9001-2015
and ISO 45001:2018 certified by TUV Nord, for Occupational Health and Safety. In order to emphasise employee health and
safety, near-miss accident campaigns are run, and safety kaizens are awarded suitably across factories. Besides, the Company’s
Himachal Pradesh plant is one amongst the first few plants in India to receive BIS license for IS Marking on mini split air
conditioning units.
Moving ahead on the digital front, Blue Star’s factories continue to imbibe new and emerging technologies under the ambit of
Industry 4.0 implemented by the Company. Robotic interventions are being successfully used for automation of sheet loading
and unloading on Amada machines to optimise manpower. Blue Star’s manufacturing facilities have won many awards at
national and international fora in the fields of automation, kaizen, 5S and quality circle competitions, to name a few.

Worker in Safety PPE working


on t e op oor

Blower coil
unit for cold
rooms being
manufactured In-house indoor unit
at the Wada assembly line at the
factory Himachal Pradesh
plant

Refrigeration
condensing
#
units being
produced at the
Wada plant

Collaborative
robot (COBOT) Deep Freezers being
installed at manufactured at the
Wada for Wada plant
expansion
process

Triumph Hairpin
bender installed for
cutting and bending
of copper tubes at the
Dadra plant # Robot for machine vending
application installed at Wada
Inhouse indoor unit assembly line
at the Himachal Pradesh plant
* IoT being effectively used across
plants

44 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

The Company’s Dadra Plant enjoys the reputation of being one of the top manufacturing facilities in India for high-quality air
conditioning products.The facility manufactures packaged/ducted split air conditioners and VRF systems, and has performed
particularly well during the review period. The Dadra Plant was the first plant in India to qualify for the QCO certification
IS 8148:2018. The plant also embarked on a unique initiative called ‘Project V Quest’ to strengthen the quality systems for localised
vendors. The Plant regularly embarks on equipment upgradation which results in continuous improvement in productivity
levels.
The two plants in Himachal Pradesh which continue to cater efficiently to the fast-growing markets of room air conditioners and
refrigeration products had an impressive performance during the review period. The Company continued to unlock enhanced
value through vertical integration with the in-house design and manufacture of key components such as drives, headers and
strainers. The Himachal Pradesh plant installed a new LPG operated heating oven to improve quality of heat exchangers, and a
high-speed fin coil line from Japan to keep pace with the emerging trends in technology. Besides, a new assembly line was set up
during the year for indoor units to enhance the manufacturing capacity of split air conditioners and encourage indigenisation.
Intelligent application of LEAN/MOST practices led to efficiencies in production such as improvement in cycle time of split air
conditioner units on the assembly lines and improvement in process cycle efficiency in the manufacturing of the storage water
coolers/heat exchanger coils.
The Wada plant, which is the largest manufacturing facility of the Company in terms of built-up area, produces a wide range of
products such as scroll chillers, screw chillers, cold room panels, condensers and evaporators for the cold room business as well
as condensing units for an overseas OEM. The plant continues to reap the benefits of the Automated Guided Vehicle (AGV) and
Auto Storage and Retrieval System (ASRS) installed to enable automated movement of materials. IoT is very effectively used
for monitoring equipment efficiency and energy consumption, as well as for intelligent maintenance. Besides, a heaterless
vapouriser is also deployed at the factory, a revolutionary technology that does not consume electricity for the vapourisation of
LPG, making the entire vapourisation process green, economical and efficient.
The Ahmedabad plant continues to invest in initiatives aimed at enhancing operational efficiency.
The Company is in the process of setting up a state-of-the-art, new manufacturing facility at Sri City. It will manufacture Room
ACs to begin with and at a later date, could manufacture other AC&R products. The Sri City plant is not only closer to the markets
in the Southern Region, but also the Krishnapatnam and Ennore ports. This will help Blue Star to significantly save on logistics
costs.

Integrated Report Blue Star Limited | 45


09 INTELLECTUAL
CAPITAL
Research & Development with a strong focus on new and emerging technologies, and innovation, has been a part of the
Company’s core activities over years of its existence. Today, with over 130 employees, backed by new-age infrastructure
including performance test labs, reliability testing facilities, electronics lab, design studio, and high-end workstations for CAD
and analysis, amongst others, the Company prides itself on having one of the best R&D centres in the Indian HVAC industry.
The Company’s dedicated efforts along with a systematic and structured approach on the R&D front have enabled Blue Star to roll
out new and innovative products and solutions which are the best-in-class and continue to cater to the evolving requirements
of its customers. Blue Star has always been a frontrunner in areas related to energy-efficiency, sustainability and climate change.
The Company’s focus in its product development and R&D
has been customer-centric designs and applied innovation
coupled with environment-friendly and sustainable products.
The Company continues to make investments into upgrading
its infrastructure and design capabilities as well as imbibing
cutting-edge technologies across its comprehensive range of “Blue Star’s technical
products. The Company lays tremendous thrust on intellectual
capabilities are recognised
capital creation within the Company through focused skill
by policy makers in the
development initiatives for its engineers and management
Government of India, and
cadre employees including organising training for NETAPs,
Expert Service Associates (ESAs), and dealer technicians,
the Company plays a vital
amongst others. role in developing standards
for energy-efficiency and
With the adoption of the latest technology and best-in-class
safety, and representing the
test facilities, Blue Star’s R&D capabilities are well aligned to
industry across national and
meet market and regulatory requirements related to room air
international forums”
conditioners, and commercial air conditioning and refrigeration
products in the domestic as well as the international arenas.
On account of the enhanced thrust in this direction, the
Company has been accelerating its R&D performance across its
businesses and continues to roll out new products, as well as an
increasing number of new variants and models across product
categories.
NEW PRODUCTS LAUNCHED DURING THE YEAR
• An extended range of AHRI-certified configured screw chillers was introduced. 44 new models of water cooled screw
chillers in the capacity range of 400TR to 600TR, and 64 new models of air cooled screw chillers in the capacity range of
400TR to 550TR, were launched to cater to large central air conditioning applications, which havesignificantly enhanced
the Company’s market share in this arena. Quality Control Order (QCO) compliant range of air cooled and water cooled
packaged air conditioners were designed and developed using R410A refrigerant. A new range of side discharge VRF
systems up to 16 HP was rolled out to cater to light commercial applications in a cost-effective manner. This has resulted in
the Company enhancing its market share in the VRF segment.
• A complete range of 3-star and 5-star room air conditioners with specific focus on the cost-competitive inverter model
series was launched. The Company developed its own designs for indoor units and started manufacturing them, thereby
successfully venturing into vertical integration and reducing dependence on vendors. Further, inverter units with the

46 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Company’s own drive were developed, and are


currently undergoing field trials.
• A new range of water coolers with touch-free
water dispensing mechanism was launched.
Water purifiers with high-recovery RO membrane
technology were also introduced to meet the
upcoming regulations.
• Products and solutions with Virus Deactivation
Technology (VDT) were also developed for both
residential and commercial air conditioners. Room
and ducted air conditioners were launched with
antimicrobial filters with Livinguard technology.
Room and ducted air conditioners were also
designed and developed with well proven UVC
germicidal lamps integrated with indoor units.
Treated fresh air units were also developed to
augment fresh air ventilation in commercial
applications.
The Company’s performance and reliability laboratories
for air conditioning and refrigeration products have
received accreditation from the National Accreditation
Board for Testing and Calibration Laboratories (NABL).
The new AHRI (Air-Conditioning, Heating and Refrigeration Institute) certified chiller test facilities, water cooled facility up to
712 TR and air cooled facility up to 200 TR, were established at the Company’s R&D centre in Wada. Besides, the Product Lifecycle
Management (PLM) system was further enhanced for seamless integration of the New Product Development (NPD) process
with ERP.
During FY21, Blue Star added five more patents to its robust pipeline of patents. Besides, the Company has applied for around
42 patents for innovation across its various product categories in addition to filing 36 designs, and is optimistic of being granted
several more patents in the near future.
Blue Starites regularly participate and contribute to webinars and discussions hosted by industry and trade forums such as CII;
ASHRAE; ISHRAE; and National Productivity Council, India; amongst others.
R&D INVESTMENTS

68
59
55
54 51
46
44
41 41 37

22 22

13 11
10

2016-17 2017-18 2018-19 2019-20 2020-21

TOTAL OPEX CAPEX

Integrated Report Blue Star Limited | 47


Compressor Lab comprising
A water Ingress Protection (IP) test being
two Compressor Test Rigs
conducted at Blue Star’s R&D facility
and Cut Sections of Tested
Compressors at Blue Star’s
R&D facility in Thane

The new AHRI (Air-Conditioning, Heating and


e ri eration n titute certified c iller te t acilit at
Blue Star’s R&D centre, Wada.

certification o t e ne ater cooled


chiller lab at Wada

48 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

certification o t e ne air
cooled chiller lab at Wada

NABL accreditation of the


Reliability Test lab at Thane

Integrated Report Blue Star Limited | 49


10 HUMAN
CAPITAL
Blue Star believes in continuously empowering its people by way of numerous employee driven engagements as well as by
embracing people-friendly HR practices and initiatives.
The COVID-19 scenario propelled the Company towards a strong focus on the physical and emotional well-being of its employees
through the year under review. With the circumstances necessitating the need to work from home, the workforce was reframed
to support essential and frontline staff to manage and sustain operations while keeping their personal health and safety as
a priority. Various fora to understand and address employee concerns and anxieties in a timely manner attained paramount
significance during the multi-faceted ebb and tide of the pandemic across the country. Reskilling of the workforce to deal with
the remote working requisites was a focus during the peak of the pandemic in FY21.
‘We Care,’ an HR programme, was instituted and sustained through the year to reach out to employees in a systematic manner
to manage their queries and concerns in a timely manner. This supported the employees in managing the disruptions as well as
in combating the tremendous toll the pandemic took on them. The employees expressed that they experienced the Company’s
genuine care and concern for the well-being of its personnel and their families through the various people-centric initiatives
including e-townhalls with the Senior Management, Managers’ Meets, HR e-kiosks, besides others. The Company extended all
COVID-related assistance such as online doctor consultations, and access to hospitals and medicines for employees and their
families, besides ensuring maximum financial support for all medical exigencies.
Special reward and recognition initiatives such as COVID Warriors, Game Changers, Achiever Awards, and Star Awards which
appreciated employees who did exceptionally well on their targets, even going beyond their call of duty, helped sustain
employee morale through the challenging year under review. Optimisation of workspaces, given the changed occupancy of
establishments as per their work roles, was also undertaken.

Ensuring a safe environment for


employees across its offices and
factories was a huge challenge
which was met successfully
through meticulous planning
and speed of execution of various
COVID-appropriate measures,
keeping in mind the directives of
the local authorities

apid nti en e t bein conducted at ennai o fice

50 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Several virtual sessions, including business-specific learning modules conducted by internal and external subject matter
experts covered 35,441 participants, again combating the physical constraints imposed by the pandemic. These holistic
learning initiatives were aimed at augmenting technical and functional skills as well as behavioural, managerial and leadership
development. Training-on-wheels sessions which also entailed product demonstrations facilitated the reachability of learning
to dealers and service associates, an innovation which was covered in the local media. ‘Project Orion’ which was aimed at the
career development of high potential employees and succession planning for senior roles was kicked off during FY21.
‘VOlympics 2020,’ Blue Star’s first-ever nationwide virtual sports, comprising physical activity challenges, mobile app-based
games and mind teasers, proved to be a splendid stress buster and bonding time for employees which effectively overcame the
physical constraints posed by the current circumstances.
The Company remains committed in its efforts towards having a diverse and inclusive workforce at Blue Star. The gender ratio
of Management staff stands at 9.2% females in FY21.

SAFETY
The Company continues to remain committed to providing a safe ecosystem for its employees,
and believes in promoting and encouraging the holistic well-being of Blue Starites. All
manufacturing plants, revamp sites and Engineering Facilities Management (EFM) operations
of the Service Group are ISO 45001:2018 Occupational Health & Safety Management system
certified.
WEAR FACE MASK During the year, Environment, Health & Safety (EHS) activities continued with great dedication
and enthusiasm with an intent to inculcate a ‘safety first’ culture in the mind-set of Blue Starites.
Safety training, safety audits across locations and implementation of corrective actions as well
2M as review of current actions were undertaken.
Safety became paramount in FY21 due to the challenges posed by the COVID-19 Pandemic.
Towards this, the Company implemented several initiatives to ensure the safety and well-being
of its employees across locations and project sites, including installing pedestal hand sanitisers,
KEEP SOCIAL DISTANCING
UV mates, foot sanitising stations, Livinguard filters, and UV lights in HVAC & VRF units, amongst
others. Sensor based water dispensers, auto sensor taps and atomiser nozzles were also arranged
at all establishments. Rapid Antigen Tests formed a part of the routine at major establishments.
Deep fumigation and disinfection of office premises are being performed every weekend. Apart
from employees, PPEs are being provided to housekeeping staff and technicians of channel
partners. A video on safe practices was specially created to guide the employees, including
those working on project sites and customer installations.
<37.5°c
During the year, behaviour-based safety programmes were also conducted aimed at developing
TEMPERATURE CHECKS ownership towards safety. Digital training programmes on evacuation safety drills were
organised for safety readiness at all times. Sensitisation on adhering to safety standards and
procedures was communicated through various mediums like print, audio visual films, digital
interactions. The Company also organised subject-specific training sessions. Overall, more
than 1,471 safety audits were conducted across the Company’s project sites, service sites and
manufacturing facilities.
Training programmes on safety management were conducted covering around 30,800 training
man-days during the year.
SANITISE YOUR HANDS
To motivate employees to follow safety standards at project sites, a quarterly regional EHS award
was rolled out from the second quarter of FY21.
A new EHS policy and guidelines for implementation of EHS during sales and service operations
was rolled out during the year. This exhaustive policy enumerates guidelines to be followed right
from on-boarding to exit.
During the year, the Company rolled out a Business Continuity Management Systems Policy and
FIRE SAFETY CHECKS formulated SOPs to ensure continuity of its critical operations and services to its customers in
the essential services sector.

Integrated Report Blue Star Limited | 51


Training on safety and COVID-19
precautions at workplace being given to
Expert Service Associates

COVID–19 RT-PCR Testing Camp being held


for employees across locations

Defensive Driving training session held for the


Company’s drivers during Road Safety Week
observed in the month of February 2021 across
Blue Star establishments

Participants at the training program conducted


through ‘Training on Wheels’ at Jabalpur,
Madhya Pradesh

Sanitiser stand to maintain COVID-19 safety


ea ure in talled at o fice location

52 | Blue Star Limited Integrated Report


11 RELATIONSHIP
CAPITAL
Blue Star continues to foster strong relationships
with all its external stakeholders such as customers,
suppliers, channel partners, shareholders and bankers.
CUSTOMER FOCUS
The Company is completely oriented towards
Through various Value
serving its customers’ needs, with a strong focus on
Analysis & Value Engineering
providing a world-class customer experience.
(VAVE) initiatives, the
The Company through its differentiated products Company products are more
and services not only endeavours to satisfy its competitive in the market
customers but also aspires to delight its customers
whereby it has been able to significantly improve its
customer satisfaction levels as well as ensure brand
loyalty across categories.
The Company gives due importance to safety and
environment while designing and developing all its
products and services.
Value Creation through Services – Air Conditioning and Refrigeration Service
Recognising the fact that after-sales service is one of the critical success factors for the air conditioning and commercial
refrigeration businesses, Blue Star strives to provide a seamless customer experience with assured response time and highest
quality of service embedded in it. As a testimony to this, the Company continues to be the largest air conditioning and commercial
refrigeration after-sales service provider in the country. Under the framework of its service excellence programme, the service
reach has improved significantly to 3,946 taluks/tehsils with a new assured service response time of 3 hours and turnaround
time of 18 hours. The Company assures same-day installation for all its retail customers. Blue Star has set up a 24x7 call desk with
an interactive voice response system wherein the customer can log a call within 12 seconds without talking to any personnel.
As an add-on, there is a customer service app with a one-touch facility for logging a service requirement. A host of other
digital initiatives include a technician application and remote monitoring of chillers among others that give the Company a
competitive edge. The facility to generate electronic field service reports by technicians using mobile apps is another added
advantage which ensures transparency and real-time data sharing, and saves paper too. More than 30 service centres were
set up across the country and the Company has more than 250 service vans to reach out to its customers speedily. For its
quick-service restaurant customers, refrigerated vans have been deployed for cold storage across seven major cities, and
24x7 service is provided for a select segment of its cold room customers. A fully equipped VRF commissioning van was also
launched in major metros to ensure smooth commissioning of the Company’s wide range of VRF units.
Backed by its strong value proposition to provide ‘Gold Standard
Customer Service’, the Company’s Customer Service is known for its
credibility and reliability. Blue Star’s air conditioning and refrigeration
service is ISO 9001:2015 certified which ensures consistent performance
across product lines and geographies. The Company’s service division
is one amongst the few service organisations to go for ISO 45001:2018
certification that ensures a safe working environment for its field force.

54 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Blue Star’s Engineering Facilities Management (EFM) service, which covers a wide range of Operations and Maintenance
services to ensure efficient working of electro-mechanical utilities, has received a good response from customers across various
segments.
As a pioneer in the AC&R service industry, the Company has several benchmarks to its credit and continues to advance rapidly
on the services front.
SUPPLIER FOCUS
Supply Chain Management
The Company continued in its efforts towards reorienting its ‘Supply Chain function’ in order to strengthen ‘Sourcing and Vendor
Development’ to systematically focus on cost innovation, localisation, inventory management, and risk mitigation. These efforts
have brought about the desired results.
During the year under review, the supply chain function worked on many important areas such as lead time reduction, working
capital management, and expanding supplier base in FTA countries, to name a few. The supply chain function also focused on
the risk framework and worked on mitigation of risks such as single source dependency and import dependency. The localisation
of indoor units, PCBs, Inverter AC Drives, and increased share of locally manufactured compressors were timely steps forward in
the direction towards mitigation of risks.
As a part of continual improvement and to achieve cost leadership, the Company meticulously worked on Total Cost of Ownership
(TCO) which helped to improve the overall sourcing and supply chain efficiency. Strong analytics and forecasting further assisted
to defer/mitigate raw material price fluctuations to a great extent. Focus on cost levers like cost sheet management, competitive
benchmarking, localisation (ODU and IDU drives, IDU stepper motor, Service Valves, ODU AC motor), and contract management,

VRF commissioning van

Mobile Refrigerated Service Vans

Integrated Report Blue Star Limited | 55


amongst others resulted in a cost saving of close to 5-6% (on an annualised basis).
The Company is an active participant on the M1xchange TReDS platform to support its MSME vendors to access funds at
competitive rates.
Besides, early supplier involvement and cohesive working with R&D, manufacturing and marketing, has resulted in the rollout
of new products and solutions.
The Supplier Excellence programme which was launched in FY19 also progressed well during the period under review. Currently,
60 suppliers are deploying the Company’s best practices to upgrade the overall quality of products/components.
DEALER FOCUS
Channel Management
The Channel Management Centre, which is the overall custodian of Blue Star’s channel partners and a single point of contact
for all channel administration, development and conflict resolution initiatives, added around 568 channel partners and service
associates during the year under review. The Company also expanded its retail distribution reach for room air conditioners
and added about 139 retailers and distributors across the country, thereby substantially increasing its presence in Tier 2 and 3
markets over last year.
Currently, Blue Star has around 3,700 channel partners with over 7,000 stores for room air conditioners, packaged air conditioners,
chillers, cold rooms, and refrigeration products and systems, as well as 1,154 service associates reaching out to customers in over
900 towns.
Blue Star’s channel partners form the extended arm of the Company, and many of these dealers have been associated with the
organisation for over a decade. Several dealers are ex-employees of the Company and are, therefore, well aligned to its value
proposition. Dealer satisfaction surveys are conducted periodically, and their issues are addressed through various platforms.
Blue Star has been regularly conducting training programmes for its channel partners with the intention of apprising
them on the latest developments with regards to the Company’s products and services. Traditionally, these trainings had a
classroom session format but with the growing penetration of digital interventions in business, the trainings are conducted on
an e-Learning platform, which has tremendously benefitted the Dealer and Associate fraternities as they can learn at their pace
and convenience.
‘Star Connect’ was launched in FY18 to facilitate the channel partners with the ease of doing business and has garnered wide
acceptance and appreciation. Extensive ‘Star Connect’ training programmes were organised across all branches for dealers
and their staff members, and video tutorials and manuals in local languages were created to facilitate the training. In FY21,
‘Star Connect’ was upgraded to handle all transactions related to both products and spares. Channel finance benefits are being
extended to the channel partners through tie-ups with reputed bankers as a result of which these banks have been providing
working capital finance to the channel partners at a lower interest rates.

STAKEHOLDERS

BANKERS & CREDIT


E-COMMERCE RATING AGENCY

CUSTOMER SUPPLIER
DEALER

56 | Blue Star Limited Integrated Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

‘Service on Wheels’ van

Blue Star’s engineer attends to a major breakdown of


a CT scanner at IQRAA International Hospital, Kozhikode, which is
treating COVID-19 patients, during the lockdown

Blue Star’s Remote


Monitoring Centre,
Thane, Mumbai

VRF Commissioning and


performance testing /
evaluation at client site

Female technicians attending to service call at


Xerox India, Guwahati, to rectify technical issues
in a water cooler

Medical Equipment supplied


to Kasturba Hospital, Mumbai,
towards COVID-19 relief work

Blue Star appreciated on


the social media

Blue Star ‘s technician


in full PPE resolving
issue at Jalpaiguri
District Hospital in
West Bengal

Integrated Report Blue Star Limited | 57


Deployment of ‘Star Connect’ has contributed to improving dealers’ satisfaction due to enhanced efficiency.
Further, in FY21, Blue Star launched ‘Star Kart,’ a digital transformation initiative for its Star League Dealers. This comprised a
digital transformation project initiated by the Company called ‘Star Kart – A Dealer Website Initiative’ to support its Star League
Dealers to strengthen their online presence. Through this, the Company continues to launch its digital brand shop in association
with its dealers. These digital brand shops are complemented by marketing campaigns, Search Engine Optimisation (SEO),
Search Engine Marketing (SEM), Google My Business, Google ads and Social Media Marketing. They also included features such
as Live Chat, Virtual Store, Smart Invoice, Smart Compare Products, product videos integration with product pages and many
more. These stores with the ‘Virtual Tour’ feature enable a 360-degree virtual walk-around experience for consumers from the
comfort of their homes. The virtual store deploys a 3D visual representation of the products with options to zoom in, check the
measurements of the product, and also purchase them online. These virtual stores on the dealers’ websites are linked to the
e-commerce site of the dealer. The intended target is to reach 100 Sales and Service Dealers in due time.
E-COMMERCE
With the advancement and penetration of digital technologies, the marketing paradigm is changing rapidly. Not only is buying
behaviour changing, but also media consumption trends. E-commerce, as a distribution channel, is witnessing phenomenal
growth with India ranked amongst the fastest growing e-commerce countries in the world. Currently, the e-commerce market
in India is pegged at about ` 2,63,000 crores (USD 35 billion) and is expected to double over the next three years. Further, digital
marketing has emerged as an important tool for securing the share of the mind of consumers. Integral to this development is
digital content creation and management. Moreover, for targeted marketing, customer data analytics is critical. In managing
and growing brand equity and market share, omni-channel marketing as a concept is gaining momentum.
On the e-commerce business front, the Company has not only partnered with reputed online distributors but has also become
a preferred seller on Flipkart and Amazon. In addition, it has also deployed direct seller and dropship models. The current
contribution of Blue Star’s unitary products from e-commerce to overall sales has doubled from around 5% in FY20 to 10% in
FY21. This is likely to grow to over 20% by FY24. Online sales of room air conditioners and water purifiers in FY21 grew by 104%
and 260% respectively over the previous year along with a significant share in sales of air coolers, air purifiers and deep freezers.
Focused investments in e-commerce marketing with the help of machine learning and AI tools, sponsored listing and brand ads
across platforms, created immense brand visibility and resulted in high click-through rates and conversions at optimised cost.
During the year, a new Digital Asset Management system was deployed for all the cooling and purification products, which is now
a strong product information and digital asset repository widely used by various internal stakeholders. It has played an important
role in enhancing and standardisation of content across platforms. It was instrumental in the creation of innovative digital
initiatives such as Star Catalogue and Star Kart which enabled contactless selling during the lockdown period. The Company
is also enhancing its customer database management and has initiated actions to cross-sell and up-sell various products that
Blue Star has to offer, along with gaining customer insights which will be used to formulate its product management, sales and
marketing strategies.
SHAREHOLDER ENGAGEMENT
Blue Star continues to enhance value for its shareholders through improved return on equity and dividend pay-outs.
Blue Star regularly engages with its shareholders, both individual and institutional, through a comprehensive investor relations
programme and apprises them on its performance and business updates on an on-going basis. Quarterly earnings conference
calls are organised regularly to apprise the investor community about the Company’s performance for the quarter gone by and
the short- and medium-term outlook.
Besides these, the Company’s management has been conducting several interactions with fund houses and research firms
through the year to update them on the Company’s strategic direction and growth aspirations over the medium term. Investor
updates are regularly published on the Company’s website as well to disseminate business updates and information in an
equitable and transparent manner.
BANKERS AND CREDIT RATING AGENCIES
Over the years, Blue Star has built relationships with a group of banks who have supported its growth. Blue Star regularly
interacts with its bankers to update them about its financial performance and support required for growth. Blue Star has been
prompt in servicing all its obligations and its covenants around lines of credit and borrowings. Blue Star’s Commercial Paper has
been rated ‘A1+’ by CARE and CRISIL. The Company’s Non-Convertible Debentures have been rated AA + (negative) by CARE.

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12 SOCIAL
CAPITAL
Blue Star remains committed in its endeavours on the social front. The Company believes in empowering society through its
contributions and dedicatedly works towards this cause while also generating economic value for its stakeholders.
Blue Star’s department for Corporate Social Responsibility (CSR), established over a decade ago, consists of professionals with
the requisite domain knowledge for planning, implementation and monitoring of the scheduled activities with due diligence.
Blue Star spent a total of Rs 3.31 crores during the year on CSR, of which Rs 75 lakhs was attributed to Blue Star Foundation.
The major CSR initiatives are skill development, sustainable development projects located in and around our manufacturing
facilities, national emergencies such as relief work associated with the COVID-19 pandemic, and other philanthropic activities in
the areas of education and healthcare through Blue Star Foundation, its registered public charitable Trust.

11.2% 12.9%

SUSTAINABLE
DEVELOPMENT EDUCATION
38.3% BLUE STAR 4.8%
SPENT
`3.31 CRORES
SKILL ON CSR ADMINISTRATIVE
DEVELOPMENT DURING FY21 EXPENSES

21.5%
NATIONAL OTHER 11.3%
EMERGENCIES CAUSES

Skill Development
Blue Star is a significant stakeholder in holistic vocational training initiatives in Air Conditioning and Refrigeration Service (AC&R)
as well as in Mechanical, Electrical and Plumbing (MEP) fields, in partnership with like-minded institutions, professional bodies
and corporations. Blue Star’s training personnel contribute to setting up customised classrooms and practical labs, curriculum
development, training of trainers, monitoring the quality of teaching sessions and imparting regular lectures at these centres.
Blue Star also encourages its employees to dedicate their time to deliver sessions on a pro bono basis to impart employable
skills. As in the last couple of years, Blue Star continued its support to institutes such as Indo German Institute of Technology,
Visakhapatnam; Thakkar Bapa Vidyalaya, Chennai; Sanskriti Samvardhan Mandal, Sangroli; Ramakrishna Mission Shilpamandira,
Kolkata; and Apollo Total Health, Aragonda; contributing to faculty fees and student expenditure reimbursement. The Company
has also undertaken the renovation and upgradation of their labs with the new technology-aided inverter ACs, water purifiers
and other suitable equipment. This ensures that training is imparted on the best of equipment and is up todate with the market
requirements. A new AC&R lab was set up at Ramakrishna Mission Shilpamandira Belur Math complex.
Blue Star has enrolled apprentices under the National Employability Through Apprenticeship Programme (NETAP) a Public
Private Partnership of TeamLease Skills University and Ministry of Skills, under the National Employability Enhancement

Integrated Report Blue Star Limited | 59


Mission of the Ministry of HRD (AICTE), CII, and NSDC. In the year under review, NETAP apprentices were oriented to the work
environment at Blue Star’s manufacturing facilities, R&D and supply chain functions, and across project sites of the Company. The
apprenticeship programme accords the academic credit for on-the-job training students from diploma and degree programmes,
and aids in bridging theory with practice. It offers real-time training at the workplace, with a much-valued experience certificate
from a reputed company, post minimum service tenure of three months. All trainees are paid stipends commensurate with the
unskilled minimum wages for each state, which is significantly higher than the stipends paid under the Apprenticeship Act.
Sustainable Development
Blue Star continues to support community development around its
factory and prime business locations.
At the Women Farmer Producer Organisation, only women farmers
become shareholders of the company registered under Companies
Act 1956/2013. FPOs are aimed at making agriculture profitable by “In FY21, Blue Star in
involving individual farmers along the entire agricultural value chain, partnership with CII Food
while providing them with complete ownership of their venture. & Agriculture Centre for
Excellence has supported
In the southern part of the country, Blue Star in association with
3 Women Farmer Producer
Research and Action Centre for Local Democracy (RACLD), Tamil Nadu,
supported the development of socio-economic conditions of the local
Organisation (WFPO)
community members in the Thanjavur district. Through this project, covering around
two ‘gram panchayat development plans’ have been developed and 1800 women in
rolled-out. The project covers 249 farmer families, and provides a Uttarakhand”
refurbished 100MT cold storage facility that helps the farmers stock
their produce, comprising banana, betel, paddy, corn, and groundnut.
Response to National Emergencies
Since the outbreak of the pandemic last year, Blue Star has been working towards providing relief and rehabilitation measures
to address the COVID-19 pandemic. It reached out to the communities near the Company’s manufacturing facilities, and
existing CSR project sites to supply the people in these areas with ration and hygiene kits by partnering with bodies such as
CII Foundation and other non profit organisations, under the guidance of local governments. The Company distributed over
1000 units of one-month worth dry ration kits on a need-basis in areas around the Wada Plant. The Company also supported an
orphanage and old age home in Panvel, for which a donation of dry ration in bulk was made.

SKILL
DEVELOPMENT

EDUCATION

SUSTAINABLE
DEVELOPMENT

NATIONAL
RELIEF PROJECTS

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Due to the COVID-19 pandemic and countrywide lockdown, all Government departments, police and doctors have been working
24x7, and face continuous exposure to the virus. Blue Star, via CII Foundation, supported 3,500 Mumbai Traffic policemen with
masks, sanitisers and hand gloves.
Blue Star has donated medical refrigeration equipment comprising three deep freezers of various categories – 450 litres -25°C, 528
litres -86°C, and 678 litres -86°C, as well as 12 air purifiers to Kasturba Hospital, which is Mumbai’s largest centre for treating COVID-19
patients. The deep freezers are being used for storing test samples, while the air purifiers are installed in wards that house COVID-19
positive patients, to improve the air quality therein. Blue Star, while responding to the increasing need of hospital infrastructure
during the COVID pandemic, contributed towards providing mortuary chambers at the B J Govt Medical College, Pune.
Blue Star in collaboration with CII Foundation supported the Government of Maharashtra to convert Government Medical
College, Solapur, District Hospital, Jalna, and District Hospital, Aurangabad, into COVID-19 centres. These three hospital centres
were provided with the facility of Tele-Intensive Care Units (ICU). A total of 98 tele-ICU beds were set up through this project. Post
this intervention of tele-ICUs, the recovery rate among the admitted patients has been 95% in these three COVID-19 centres.
Apart from addressing the immediate needs of PPE kits and ration during the pandemic, Blue Star also supported in combating
the long-term effects of the pandemic on the education of children. Blue Star in association with Pratham Infotech Foundation
started a programme named ‘Digital Sakshar’, an e-learning programme for mid-school tribal children in Palghar.
Education
Blue Star through its Foundation runs a flagship programme, the ‘Mohan T Advani Centennial Scholarships,’ to support the
engineering and architecture colleges in Mumbai and New Delhi. Till date, Blue Star has supported 96 scholars. The scholarships
are inclusive of a mentorship by Blue Star personnel as well as an annual internship at the Company’s facilities.
In addition, Blue Star sponsored 25 tribal girl students to help them complete their schooling. They were provided with daily
tutoring and regular mentoring support from the assigned teaching facilitator. The sponsorship also included taking care of the
healthcare needs of these growing adolescent girls.
Blue Star continues to support 20 villages in Cuddalore District of Tamil Nadu for the Eureka Walk ‘n’ Talk English Programme,
and for a similar programme in three large centres of Perumbakkam, Chennai. This is an after-school program implemented
in the villages to augment the speaking and writing capabilities of the English language in students and help enhance their
confidence. The project has impacted over 1500 children between the ages of 6-14.
Other philanthropic causes
Blue Star through the Blue Star Foundation aims to create social impact through specific and targeted programmes across the
spheres of health and well-being, in liaison with reputed NGO partners. Projects undertaken towards this comprise:
• The ‘Waterwheels’ project, an initiative which aims to reduce the drudgery of the chore of water fetching from far off
sources in the scorching summer heat, primarily considered a woman’s job in villages, was undertaken. This was executed in
partnership with Habitat for Humanity, a reputed international NGO. Water wheels are durable cylindrical water tanks which
can be rolled along the ground and can hold 45 litres at a time.
These water wheels are designed, keeping in the mind the ease
of carrying water from far-off distances, and are convenient
for use even by children. Blue Star has distributed 400 such
waterwheels in villages near its Dadra factory, in addition to the
previous 500 in the villages of Wada and Dadra which face acute “Complementing the CSR
water shortage. initiatives driven centrally, the
• The Foundation collaborated with Jai Vakeel Foundation & Company’s manufacturing
Research Centre, one of the oldest NGOs in India to work with facilities have also been
children with special needs. BSF donated towards this project engaging in community
aimed at individuals with special intellectual and development development around the
needs. The project covered regular composite healthcare
plants, and have also been
including medical, psychological, and socioeconomic
assessments, of around 500 individuals with special needs.
encouraging their employees to
volunteer their time
• The Foundation supported the International Foundation
for Fine Arts in its dedicated efforts towards fostering and
for the same”
promoting Indian classical music. The foundation works with
needy musicians and is committed to developing a taste for
Indian classical music amongst the youth.

Integrated Report Blue Star Limited | 61


Mrs Sunaina Murthy (top), the Managing
Trustee of the Blue Star Foundation and a
Non-Executive Director on Board of
Blue Star, presiding over the felicitation
event of Mohan T Advani Centennial
Scholars along with Mrs Mrinalini Kher and
Mr ArunKumar D, Board Members of the
Blue Star Foundation

Children with Intellectual &


Developmental Diasbilities attending
a session at the Jai Vakeel Foundation
School

A woman in Wada village using the water


wheel sponsored by Blue Star to carry water

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Apart from these focused projects, Blue Star Foundation has supported projects towards the causes of health and
well-being, by partnering with empaneled implementing organisations. The organisations supported during the year include
Jyot Bahuddeshiy Samajik Sanstha, Thane, towards vocational training opportunities for girls and adolescent health
education; The Anchorage, Mumbai, offering opportunities for education and vocational training for the mentally challenged;
Ashray Akruti, Hyderabad, towards a special school for children with varying degrees of hearing impairment; Aishwarya Trust,
Chennai, for corrective surgery for congenital heart defects in children; and Indian Association of Blood Cancer & Allied Diseases,
Kolkata, for medical relief of cancer-affected children, among others.
Besides, Blue Star also launched the Blue Star Engineering & Electronics Diagnostic Scheme to help women from the
underprivileged sections of the society with free diagnostic support to detect cancer. The programme catered to 600 women
patients across the three partner hospitals comprising All India Institute of Medical Sciences, Rishikesh, Uttarakhand; The Kailash
Cancer Hospital, Goraj, Baroda, Gujarat; and The Cancer Institute (WIA) Adyar, Chennai, Tamil Nadu.
Blue Star is committed to directly conduct or support initiatives to ensure an equal footing for socially and economically
disadvantaged sections in the country at large, especially the Scheduled Caste and Scheduled Tribe communities. As part of
its CSR initiatives, therefore, Blue Star actively participates in the Affirmative Action Agenda of CII and has contributed towards
Development of Dalit Entrepreneurs by promoting supplier diversity, imparting management techniques and mentoring. The
Company is also an active member of the CII Sub Committees on CSR and Affirmative Action, and contributes regularly to
industry initiatives in this regard.
Blue Star proactively works towards protecting the environment by consciously embarking on various initiatives such as usage
of eco-friendly refrigerants, planting trees at its premises and reduction of consumption of water.

Support to tribal children in Odisha


during the pandemic

e fir t o t e o en ar er
Producer Organisation, Cuddalore

AC&R training session in progress at Apollo Total Health,


Aragonda, Andhra Pradesh

Underprivileged
children from
a resettlement
colony of
Perumbakkam,
Chennai
deliberating
on framing
sentences

Post Harvest Training being provided to


members of Women Farmer Producer
Organisation in Uttarakhand

Integrated Report Blue Star Limited | 63


13
Conservation Of Energy
Wada Plant
NATURAL
CAPITAL
• Installed digital load/unload system for high-pressure air compressor to reduce loading time. This will facilitate the saving
of energy by 6,000 kWh and reduce carbon emission by 3,000 kgCO2/ kWh.
• Optimise utilisation of DG set, which resulted in saving of 5,200 litres diesel and reduction of carbon emission by
14,143 kgCO2/Kg oil.
• Installed intelligent flow control system in pneumatic line to optimise the pressure and flow of air. This would result in
savings of 17,000 kWh energy and a reduction in carbon emission by 85,000 kgCO2/kWh.
Dadra Plant
• Initiated degreasing process at room temperature which resulted in saving energy of 10,338 kWh and reduction of carbon
emission by 6,720 kgCO2/ kWh.
• Installed float-type mechanical valve for ensuring compressed air loss. This reduces loading hour by 1.8% and resulted in
energy savings of 6,183 kWh and reduction of carbon emission by 3,091 kgCO2/kWh.
• Migrated from diesel to PNG for canteen and powder coating process which resulted in saving of diesel of 31,477 litres and
carbon emission by 20,460 kgCO2/kg Oil.
• Replaced coil testing process from air pressure to helium test set up which resulted in
saving energy of 17,846 kWh and reduction in carbon emission by 8,923 kgCO2/kWh.
Deploying Solar Power
The Company has been deploying/using solar power across select locations:
• Installation of 100 kWh solar system at Dadra which gives energy
savings of 40,852 kWh and reduces carbon emissions of
63,269 kgCO2/kWh.
• 1,000 kW solar energy system installed at Wada with
an expenditure of ` 3.5 crores which will save around 1.26 L kWh
energy and reduce carbon emission by 63,269 kgCO2/kWh.
Rainwater Harvesting
The rainwater harvesting project initiated at the Dadra Plant in FY19
to meet the daily needs of the plant (80kl) is serving its purpose
well. During the monsoon season, it recharged around 137kl of
water on a daily basis. This has helped raise the water table of the
surrounding areas.
Some other proactive steps include:
1. No effluents were discharged outside Blue Star manufacturing
facilities in FY21. Efficient operation of effluent treatment plants and
sewage treatment plants ensured zero discharge. Treated water is used
for flushing and local irrigation.
2. Conscious efforts are being undertaken to eliminate the usage of wood in
packaging.

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Solar panels installed at the Dadra plant

Rainwater harvesting at the Dadra plant

Renewable energy initiatives undertaken at


the Wada Plant

Integrated Report Blue Star Limited | 65


14 INFORMATION
TECHNOLOGY
Blue Star continues to be at the forefront of leveraging technology for the business and has invested in digital technologies
in areas such as Process Automation, BOTs, Analytics, and Cyber Security. A number of digital solutions were implemented to
enable the Company to smoothly navigate through the various scenarios unfolding because of the pandemic and to further
enhance customer experience, improve collaboration both internally and externally, optimise productivity, and enhance
information security.
On the sales front, the Company unveiled its e-commerce site for the sale of its residential products. A fully revamped digital
Product Catalogue, covering its air conditioning, air purification and water purification products, was released for all dealers
which enabled them to have a contactless engagement with potential customers. Sandra, the sales bot that was launched the
previous year, was equipped with analytics capabilities which provided the sales team with key insights and ensured focus on
the right activities to maximise productivity.
The Company deployed its ‘Intelligent Factory’ solution at its Kala Amb manufacturing facility in Himachal Pradesh – with this,
all of its factories are now IoT-enabled, providing complete plant level visibility and control through real-time data collation and
visualisation. Using the data collected and subsequent analysis of the same using analytics, the Company has been able to drive
a number of efficiency improvements and cost saving initiatives.
For improving the speed of decision-making and enhancing operational visibility, the Company rolled out a number of Business
Performance dashboards across its various business units. An analytics-driven solution was implemented to monitor business
controls adherence and report any violation.

Digital Management System at the Himachal Pradesh plant

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To facilitate employee engagement, the Company launched a virtual private assistant, ‘Starry,’ that every employee could use for
various HR-related processes. ‘Starry ‘enabled the management to interact with all of its employees and stay engaged with them
during the course of the pandemic. ‘Starry’ also provides a digital newspaper-like ability to keep employees informed about
company news and happenings across locations.
With strong focus on digitisation of its processes and productivity, during the year, the Company continued to invest in upgrading
the performance of its digital assets such as ‘Star Sampark,’‘Star Connect,’‘Star Serve’ and ‘Star Comply.’ Star Sampark is Blue Star’s
digital vendor/supplier portal with 100% suppliers on-board; and ‘Star Connect’ is a digital interface for dealers and distributors.
Likewise, ‘Star Serve’ equips authorised technicians of Blue Star to track, respond and service customer requests/complaints, and
it enables the technicians to be up to date on their call requests. ‘Star Comply’ is a robust digital monitoring system for tracking
all legal compliances applicable to the Company.
Considering the cyber security landscape and underlying threats, a number of measures were taken to safeguard the Company’s
critical systems and data from threats, both internal and external, through the adoption of best practices, elevating Information
Security awareness amongst its employees and partners, and enhancing critical security infrastructure. This has resulted in
minimising the risks from cyber security threats.

‘Sandra’ - a mobile based virtual sales assistant

‘Starry‘ - the mobile app for the employees

Integrated Report Blue Star Limited | 67


15 BRAND
EQUITY
During the year, the Company enhanced spending with regard to advertising and brand communication.
With a proven track record as an established multi-product and service brand, the Company strategically repositioned itself as
a ‘Mass Premium’ brand with the launch of its new range of split ACs, to cater to the mass market and expand its market reach.
‘Affordability’ while retaining Blue Star’s ‘Premium Build Quality’ is the criterion which the Company has focused upon for this
season’s launch. This move is well aligned to last year’s aim of the Company to shift orbit and accelerate growth by garnering
mass appeal across geographies and demographics. Blue Star is progressing well on its chosen trajectory, and the Company
continues to leverage its brand salience and association with Virat Kohli to march further ahead in this direction.
This strategic foray is supported with the revised value proposition, ‘Affordable Cooling with Blue Star’s High Quality ACs.’ The
Company has rolled-out a range of products across various price points to cater to the emerging and growing needs of the
customer.
Virat Kohli continues to be Blue Star’s brand ambassador for room ACs for yet another promising season. Backed by their
expertise and consistent performance, both Virat and Blue Star are highly ‘Trusted’ in their respective fields, and it is this ‘Trust’
that has been the winning factor for both of them. Besides, Virat’s mass appeal has been enabling the Company to connect to
and widen its TG from Tier 1 and Tier 2 to Tier 3, 4 and 5 towns.
Through the latest campaign featuring Virat, the Company is promoting its new range of ‘fast-cooling’ ACs. Blue Star has created
an upbeat commercial featuring Virat Kohli to advertise these ACs, which are designed to deliver 100% cooling even under high
ambient temperatures resulting in faster cooling. The new TVC is built around a famous peppy Indian retro song.
Earlier, during the period under review, Blue Star had also launched a range of ACs with Virus Deactivation Technologies (VDT)
during the festive season, which acted as a revival period post pandemic in India. The ACs used advanced technology to
deactivate microbes and viruses in the air. The commercial for this campaign featured Virat Kohli and was a high end, advanced
and innovative campaign which focused on VDT’s unique benefits of virus deactivation, to the end consumer.
The Company also launched its advertising campaign for Blue Star’s new range of air coolers for this season, in the last week
of March 2021. The value proposition for this product category is ‘Summer Will Now Feel Like Winter,’ which is attributed to
its unique cross-drift technology – a design advancement that retains water in the meshes for a longer time, resulting in 20%
more cooling than other air coolers, thus giving a winter-like feeling during summers. This value proposition has been enabling
Blue Star to impress upon consumers that we offer technologically superior and more efficient products in this category. The
Company has created an interesting TV Commercial featuring its brand ambassador Virat Kohli, thus extending his brand
association with Blue Star Air Coolers as well. This association will help Blue Star connect better with its target audience and
establish Blue Star as a significant player in the product category.
Significant investments were made in brand building of water purifiers during the year. Considering it was a pandemic period,
the water purifiers campaign focused on ‘Health’ and was based on the benefits of ‘Alkaline Water.’ It was a simple comprehensive
linear television commercial, which retained the premium look in terms of execution and production and established Blue Star
as ‘Experts in Alkaline Water Purifiers.’ This commercial helped cut across customer segments and geographies, and increase
reach, as well as helped enhance brand equity in this product category.
In FY21, for its B2C product range, Blue Star continued to invest more in digital marketing to leverage the growing affinity of
consumers towards the digital platform, and to increase its reach. The Company continued to invest in Google, Facebook and
YouTube advertising. Besides, the Company also explored the digital medium for its B2B range of products. The digital plan was
designed to also support the Company’s strong presence and growing performance in the e-commerce space. Regular avenues
apart, Blue Star also continues to explore new and innovative platforms and creative content.
The Company also hosted digital press conferences to launch Blue Star’s new offerings in the room air conditioning, air coolers,
and air purifiers categories as well as commercial refrigeration products and solutions including vaccine storage products.

68 | Blue Star Limited Integrated Report


16 AWARDS AND
RECOGNITIONS
Blue Star’s Dadra plant was declared winner at the 3rd CII National
Kaizen Circle Competition in the ‘Innovative Stream in the
Manufacturing Sector - Large Segment’ category

Blue Star’s Himachal Pradesh plant won the CII National LEAN
Manufacturing award

Blue Star was declared winner at


the 37th National Kai-Zen Competition
organised by CII

Blue Star won the ‘MEP Contractor of the Year’ award


by Construction Week India for the 5th time for its
work done at Apollo’s Proton Cancer Care (APCC)
centre in Chennai, at the 10th Annual Construction
Week India Awards 2020

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Introduction | Integrated Report | Statutory Reports | Financial Statements

Blue Star was declared winner of the ‘Golden Peacock


Award for Excellence in Corporate Governance’ for the
second time in a row

Jubilant FoodWorks recognised Blue Star with the


‘Long Term Partnership’ award for the sales and
service support provided by Blue Star

Blue Star was recognised by Flipkart with the ‘Best


Customer Service Support’ award for providing best
support during the times of Big Billion Days and the
festive season

lue tar a reco ni ed it ertificate o ppreciation


at BML Munjal Awards 2020 which recognises organisations
that have demonstrated business excellence through
innovations in Learning & Development

Integrated Report Blue Star Limited | 71


Introduction | Integrated Report | Statutory Reports | Financial Statements

17DYNAMIC MICRO ENVIRONMENT RISK


RISKS &
MITIGATION
STRATEGIES
The Company’s core businesses are cyclical in nature and are exposed to the macro-economic environment. Capital
expenditure investment commitments by the customers in the private and public sectors drive flow of orders in the
Electro-Mechanical Projects and Commercial Air Conditioning systems segment. A prolonged economic slow-down
may impact the flow of orders and consequently the growth of revenue for this segment. Besides, the international
operations are also exposed to geo-political risks associated with these regions such as changes in tax regime and
political unrest, amongst others.

MITIGATION STRATEGIES:

The Company closely monitors the macro-economic environment on a regular basis. It continuously explores
opportunities in the untapped segments in the case of projects business and engages in development of
new products with focus on profitability and scalability in the Commercial Air Conditioning systems business.
The Company also evaluates the strategic risks prior to venturing into new business segments or geographies.
Enhanced thrust is placed on expanding Blue Star’s global footprint as well as on diversifying into related product
segments. Besides, the Company invests in continuous in-house capability building and awareness creation with
regard to statutory compliances in the geographies in which it operates or proposes to operate.

BUSINESS MODEL RISK FOR PROJECT BUSINESS


The Company in its project business is significantly dependent on the Buildings sector which is highly cyclical in
nature and is directly impacted by macro-economic sentiments. Flow of credit to this segment has slowed down post
the NBFC crisis and the COVID related business disruptions, which in turn has impacted the pace of project execution.
There has also been a gradual shift in the business model for large projects where the full contracts are assigned to
civil contractors who in turn sub-contract the components of the project. Some of the Mechanical, Electrical and
Plumbing jobs undertaken by the Company are through such sub-contracted route. This could impact the returns and
increase the credit risk based on the credit profile of the main contractor.

MITIGATION STRATEGIES:

The Company is constantly focusing on augmenting its presence in the sectors other than Buildings such as light
industrial, social infra and core infra sectors. The Company carries out independent due diligence before entering
into a sub-contracting arrangement with the main contractor. The Company also enters into selective and project
specific tie-ups with reputed and financially sound civil contractors.

SEASONALITY RISK
All the businesses in the Company’s Unitary Products segment are seasonal in nature. Unforeseen weather patterns
such as extended winter, pleasant summer, less than normal monsoon or excess monsoon may impact the Company’s
planning and forecasting process leading to either a stock-out or excess inventory situation.

Integrated Report Blue Star Limited | 73


MITIGATION STRATEGIES:

The Company has in place a well-defined process to review and re-align, wherever necessary, the procurement
plan, on a dynamic basis. It also has a continuous process improvement plan to reduce lead time for procurement.
The Company also continuously explores opportunities to expand its portfolio to include new product lines that
are adjacent to its existing portfolio, to minimise reliance on products that have seasonal dependency.

SOURCING RISK
Key components for manufacture of the Company’s products such as compressors, copper tubes, electronic parts,
indoor units for split air conditioners and inverter drives are sourced from vendors in China and some other countries.
Any disruption in supply caused due to geo-political reasons, imposition of non-tariff barriers or the occurrence
of a pandemic, such as COVID-19, that limits imports from China or any other countries may significantly impact
the Company’s ability to import, manufacture and sell. Increase in custom duty may also increase the cost of the
components. There are also key component and finished goods suppliers located outside and within India on whom
the Company has and may continue to have strategic dependency. Any disruption in the business operations of these
suppliers may also impact the Company’s ability to sell underlying products and equipment seamlessly.

MITIGATION STRATEGIES:

The Company has a well-defined review mechanism to identify dependencies either on a single country or single
vendor for the key components required for manufacture of its products. The Company, on an on-going basis, takes
steps to diversify such procurements from alternative sources and identify backward integration opportunities.

COMPETITION RISK
Several Indian and global players in the air conditioning business have set up/are in the process of setting up or
expanding their own manufacturing facilities in India to tap the under-penetrated market. Such players could resort
to predatory pricing practices to capture market share leaving the Issuer vulnerable to significant loss of business to
the competitors. Competition from Indian players is also quite intense. Therefore, exposure to irrational pricing and/or
commercially unviable discounting of products by competition may cause dilution of margin and profitability. There
are also chances of experiencing a shift in the buying behaviour of consumers due to the growth of e-commerce
platforms. The Company could encounter low demand for some of its products in certain regions.

MITIGATION STRATEGIES:

The Company focuses continuously on rationalisation of costs across the value chain without compromising on
quality and reliability to maintain its competitive position The Company is well diversified across related and new
product categories. It has tie-ups with key e-commerce companies and has rolled out dedicated models meant to
be sold only through online platforms. There is enhanced thrust on increasing penetration in Tier 3/4/5 cities. The
Company focuses on developing more exclusive dealers.

BUSINESS MODEL RISK FOR THE PROFESSIONAL ELECTRONICS & INDUSTRIAL SYSTEMS
Each line of business within the Professional Electronics & Industrial Systems segment is dependent on the supply
of products by a select few principals. There would be a significant impact on the segment’s revenue, should a key
principal terminate the arrangement.

MITIGATION STRATEGIES:

The Company evaluates opportunities to expand into new lines of businesses in this segment and also develops
new relationships with new principals for each line of business, on an on-going basis.

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PROFITABILITY RISK
The Company’s profitability may be stressed due to volatility in commodity prices, increase in input costs and ocean
freight and other operating costs.

MITIGATION STRATEGIES:

The Company’s businesses are ring-fenced with policies and appropriate commercial guidelines for handling
volatility in commodity prices and other input costs. The Company also continuously focuses on re-engineering of
commercial and contract management practices besides review of operating costs on an on-going basis to build
resilience in its cost structure.

FINANCIAL RISKS
The Company’s operations are subject to risk arising from fluctuations in exchange rates with reference to countries
in which it operates or sources its raw materials from. Credit default by customers is also a concern for the Company.

MITIGATION STRATEGIES:

The Company has a robust policy in place for managing currency exposures and a due diligence mechanism to
reduce the risk associated with credit default.

BUSINESS CONTINUITY RISK


The Company’s operations may be significantly interrupted and its financial condition, cash flow and profitability
could be affected by any of the following events:
• Prolonged market, supply chain, demand and operational disruptions caused by the spread of and/or
continuation of pandemics or epidemics, including but not limited to COVID-19, resulting in full or partial shut-
down of business or operating activities of the Company in whole or some parts of India or in any of the global
markets where the Company or any of its subsidiaries, associates or affiliated business entities have presence.
• The occurrence of natural disasters or accidents, including hurricanes, floods, earthquakes, tornadoes, fires,
explosions, and man-made disasters, including acts of terrorism, war and military actions.

MITIGATION STRATEGIES:

The Company has in place a Business Continuity Management Systems Policy and has also formulated Standard
Operating Procedures to keep its critical processes operational and continue serving the needs of customers in
essential services such as Healthcare, Pharma, Banking and Financial Institutions during such disruptions. All the
businesses and the support functions of the Company have processes in place to carry on the operation for a
reasonable period of time through remote monitoring and controls. Standard Operating Procedures have also
been established for safe re-opening and operation of the Company’s factories, offices, warehouses and the
project sites upon resumption of operations post the occurrence of any such event.

INDUSTRIAL RELATIONS RISK


The Company may face industrial unrest in the nature of strikes and lockouts at its manufacturing locations due to any
disputes with the trade unions which may lead to stoppage of production. Further non-availability of skilled and other
labour at the manufacturing, distribution, service and project sites at the appropriate time may also have an adverse
impact on the ability to meet its obligations to deliver products and services on time.

MITIGATION STRATEGIES:

The Company keeps its employees at all levels including the organised workforce engaged through various
initiatives across locations for increased employee satisfaction, productivity and motivation. The two-way
communication and the open culture practised by the Company’s management ensures smooth industrial
relations.

Integrated Report Blue Star Limited | 75


REGULATORY AND COMPLIANCE RISK
Regulatory compliance often impacts business operations if the Company is not proactive enough to diligently identify
and adhere to such compliances. The Company’s product businesses are subject to changing technology, significant
technological developments and adherence with a variety of regulatory compliances. Emphasis on usage of eco-
friendly refrigerants and collection and eco-friendly disposal of e-wastes are some of specific requirements that the
Company is required to adhere to. Some of the other regulatory compliances comprise compliance with Competition
Commission of India for norms pertaining to dedicated dealership; compliance with BEE rating norms; compliance
with QCO norms; compliance with statutory requirements pertaining to Labour Laws, Environmental Laws, Factory
Laws, Competition Laws, PF Laws, Insider Trading and listing requirement; amongst others.

MITIGATION STRATEGIES:

The Company is very agile and ensures complete adherence to regulatory compliances. It has built a strong
compliance culture and an agile compliance management system and has also automated the compliance
management process. It has adopted an automated legal metrology label printing, in order to prevent non-
compliance and prosecution. Besides, the Company has entered into a comprehensive agreement with its dealers.
The Company follows a structured approach towards any changes in the BEE ratings and ECBC 2017 norms
by conducting meetings on a regular basis to identify and implement these changes across its product range.
The Company also has a process to ensure that its Joint Venture entities and foreign subsidiaries adhere to the
compliances as may be applicable in the geographies in which they operate.

CYBER SECURITY RISK


The business activities of the Company are supported by extensive IT systems. Any major disruption to, or failure of,
these systems due to a cyber-attack could have an adverse effect on its operations.

MITIGATION STRATEGIES:

The Company has a robust Vulnerability Assessment and Penetration Testing framework. The Company has in place
a cyber-insurance policy to protect its data from unauthorised software, computer code or third-party data and
wrongful appropriation of network access code. It also has a set of policies and procedures to ensure compliance
to rules and guidelines related to information security.

PEOPLE RISK
Risk of inadequate succession-planning for top and middle management positions may impact business continuity
and business performance in the short term.

MITIGATION STRATEGIES:

The Company has in place a systematic framework for management and development of its talent through
structured leadership development programmes. Talent councils are formed to review succession plans on a
periodic basis.

FRAUD RISK
Risk of not being able to proactively identify and address potential frauds.

MITIGATION STRATEGIES:

The Company has a robust governance mechanism consisting of three lines of defence and a balanced three-
tiered governance structure as required under the COSO 2013 framework. It extensively uses data analytics and
rigorous monitoring to strengthen its fraud management framework.

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HEALTH AND SAFETY RISK


The Company’s human resources (including those of its extended arms such as sub-contractors, channel partners and
associates) are exposed to health and safety risks in the normal course of business.

MITIGATION STRATEGIES:

The Company has in place a robust Environment, Health and Safety (EHS) framework driven by the Corporate
Safety policy. Employees are trained in EHS practices through regular training programs, the effectiveness of which
are tested through regular safety audits at project sites and mock drills at all the establishments. The Company
has also obtained ISO 45001 certifications for four of its manufacturing facilities, revamp and electrical facility
management operating sites.

Integrated Report Blue Star Limited | 77


18 STRATEGY
PLANNING &
DEVELOPMENT
Organisations, globally and locally, face several challenges arising out of macro-economic scenarios, geo-political situations,
and the global trade environment, necessitating companies to periodically review their growth strategies and draw up
short-term and long-term plans. Customer profiles and expectations are fast changing, adding a complex dimension to
decision-making. The Indian market is becoming a hotbed of competition in many spheres of business with several
multi-nationals looking at India now. Hence, it becomes imperative to constantly review organisational strategies and underlying
assumptions.
The Company had rolled out its second 3-year strategic plan, Blue Star@77, which defined the roadmap for Blue Star for three
years up till FY21. As the Company entered its 77th year, the next rolling 3-year strategic plan, Blue Star@80, ending in FY24,
has been formulated aligned with its credo and core values. This plan lays down key milestones to be achieved each year
at the Company level as well as at individual businesses and functional levels. The strategic plan emphasises clear focus on
strengthening the Company’s core capabilities, responding to competitive forces, acquiring new capabilities, building new
processes, and acquiring new technologies as well as enumerates details on intended investments to support the growth plans.
To execute strategic plans, a framework called Strategic Implementation Framework (SIF) is in place for each business and
function. The SIF essentially draws upon Balanced Scorecard concepts of strategy execution, and it maintains a well-articulated
focus on financials, processes and systems, people and innovation. The Company’s strategic plan is thoroughly cascaded to all
levels of the organisation by way of town hall meetings, KRA cascade sessions, talk over tea sessions and various appropriate
internal forums to align the organisation to the Company goals.
The strategic framework provides for periodic reviews in a structured way to take stock towards the progress of key milestones.
This internal process helps in periodically discussing and reviewing the underlying assumptions related to the business
landscape as well as understand the Company’s competitive positioning and make due corrections as needed. The Company
has undertaken several internal measures based on the strategic plan.

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along with their S enior Management Team


Business & F unction Heads
Corporate Planning
-

Top Management

Integrated Report Blue Star Limited | 79


19 AMPLE
OPPORTUNITIES
The Company’s integrated business model of being a manufacturer, engineering solutions provider and after-sales provider
and its proven ability to innovate and offer products/solutions in line with the evolving dynamics will continue to offer it
opportunities to grow:
• The Company has a wide portfolio of products/solutions across its business segments to cater to the requirements of the
pharma and healthcare sectors arising out of the pandemic situation.
• Government’s focus on localisation initiatives under the Atmanirbhar Bharat program continues to offer opportunities in
the manufacturing sector for the Company’s projects business.
• The Company’s projects business will also benefit from opportunities in the core and social infrastructure sectors and
expanding footprint of large warehouses and data centres. The Company’s Commercial Air Conditioning business will also
benefit from the opportunities in the warehousing sector.
• Under-penetrated markets across its range of air conditioning and commercial refrigeration products will continue to offer
opportunities to grow.
• Expansion of retail footprint and changing social habits continues to offer the Company’s commercial refrigeration business
opportunities from the organised retail, QSR and the food processing sectors.
• Digitisation initiatives in the BFSI sector continue to offer tremendous opportunities for the Company’s Professional
Electronics business.

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S
E Environment,
Social contribution
G
and Governance

ESG PRACTICES
EMBEDDED IN BLUE STAR’S
BUSINESS PRACTICES

While Blue Star continues to create enhanced value for all its stakeholders, the Company
strongly focuses on the Environment, Social, and Governance (ESG) framework when
conducting its business. Blue Star has integrated the ESG practices in to its business model,
thereby elevating its commitment towards ESG. The Company remains committed to
the highest standards of environment friendly practices, sustainable social endeavours,
and utmost transparency and ethics in the conduct and behaviour of its Board, Top
Management, employees and its extended arms such as its Channel Partners.
As a responsible corporate citizen, the Company continues to make sustainable choices
in areas of Environment, Social contribution and Governance standards. The highlights
of the Company’s internal assessment to ESG adherence across businesses and functions,
undertaken in FY21 are mentioned as follows:

Integrated Report Blue Star Limited | 81


ENVIRONMENT:
Blue Star has always been a frontrunner in areas related to energy-efficiency, sustainability focus and
sensitivity to climate change. The Company’s mainstay of product development and R&D has been
around customer-centric designs and applied innovation coupled with environment-friendly and
sustainable products.
Environmentally Conscious Operating Practices:
Blue Star proactively works towards protecting the environment by consciously embarking on
various initiatives such as usage of eco-friendly refrigerants, planting trees at its premises and
reduction of consumption of energy and water, details of which are elaborated in the Integrated
Report, Natural Capital Section on page no. 64.
Some of other initiatives in this regard are as follows:
• Blue Star is an industry leader in energy-efficiency for Room ACs, VRFs, Deep Freezers and Screw Chillers with Variable
Frequency Drives.
• The Company launched three future-ready models of ACs ahead of the next envisaged energy label change.
• The Company introduced a range of products with Virus Deactivation Technology and also integrated air purifiers with ACs.
• The Company is ranked Number 1 in E-waste compliance in the Room ACs industry.
• Blue Star introduced high water recovery RO purifiers (70% reduced to 50%) and is working on achieving additional 10%
reduction.
• Blue Star’s Wada factory is Gold rated.
• The Company is a part of the India-EU Climate Dialogue panel coordinated by TERI.
• Under Circular Economy initiatives, the Company is pursuing:
• Waste reduction and recycling as a part of the Total Cost Management programme.
• Blue Star’s AC&R revamp business as well as reconditioned MRI business fit well with Circular Economy principles.
Hazardous Waste Management:
Blue Star closely monitors reduction in the use of hazardous substances in the manufacturing of its products. It consistently
ensures that its products do not, at any given time, contain lead, mercury, cadmium or any such hazardous substances above
the concentration value permitted by the environmental laws in India.
Water Management:
The Company’s manufacturing facilities are equipped with testing machines that use the latest technology to aid in quality
improvement as well as energy and water savings, which includes water harvesting facilities at its manufacturing plants.
Green Building Membership:
As a Founding Member, Blue Star continues to play an active role in the Indian Green Building Council.

SOCIAL:
Freedom of Association:
Around 194 employees, forming 7% of the permanent staff, are members of employee associations
recognised by the Company.
Diversity:
The Company remains committed in its efforts towards having a diverse and inclusive workforce at
Blue Star. The gender ratio of Management staff stands at 9.2% in FY21. Taking a cue from the Great
Place to Work Survey undertaken in FY20, the Company has formed a task force headed by Senior
Managerial Personnel to drive gender diversity initiatives across various levels in the organisation.
Health & Safety Management:
Safety is paramount at Blue Star and it is not compromised with. Details around health and safety measures undertaken by the
Company are elaborated in the Business Responsibility Report on page no. 158 and in the Integrated Report on page no. 51.

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Supplier Excellence:
The Company has established a ‘Supplier Excellence’ programme under the ambit of which it provides suppliers with managerial
and technical assistance for improvements in productivity, quality, cost, delivery and safety.
Some of the other socially responsible practices adopted by the Company are as follows:
• The Company is a leading AC&R vocational training partner for many corporates and institute such as ICICI Bank,
Apollo Hospital Group, Thakkar Bapa, Ramakrishna Mission, and Indo-German Institute of Advanced Technology, amongst
others; and so far over 12,000 participants have benefited from these programmes.
• Blue Star has embarked upon a digital education programme for tribal children through which around 2500 children in
Palghar, near to our Wada manufacturing facility, will be benefitted.
• The Company has been undertaking COVID relief projects, including donation of PPE, food, cold rooms and medical
freezers for storing medicines, plasma and other critical items. Blue Star also donated mortuary chambers to Government
of Maharashtra.
• The Company’s commercial refrigeration business plays an important role in preservation and life extension of perishables. As
a part of its CSR, Blue Star supports Women FPOs in Uttarakhand and Tamil Nadu in producing and marketing processed foods.
• As a signatory to the Affirmative Action Agenda of CII, and under the Supplier Diversity programme, it is Blue Star’s goal to
procure at least 10% of the total value of purchases from SC/ST vendors. (The Company will also explore the inclusion of
differently-abled in the Supplier Diversity Programme.)
• In its advocacy agenda, Blue Star has consistently placed the interests of India at the first level, AC&R industry at the second
level and its own interests at the third level.
• As a part of Gender Diversity goals, the Company is focusing on improving the Gender Ratio in the Middle and Senior
Management levels.
• Blue Star employs around 1200 apprentices every year under the NETAP scheme of the Central Government.
The Company’s initiatives on societal practices have been elaborated in greater detail in the Business Responsibility Report on
page no. 159 and in the Integrated Report on page no. 59.

GOVERNANCE:
Code of Conduct and Whistle Blower Programme:
Blue Star has in place a well-enumerated Code of Conduct applicable to its directors, employees and
other business partners.
Blue Star’s Whistle Blower mechanism applies across its network of business associates, providing
them with a robust platform to report any unethical business practices without any hesitation or fear.
Details relating to the Company’s governance initiatives are elaborated in the Business Responsibility
Report on page no. 155.
Board Diversity & Independence:
The Company has a balanced and diverse Board with an optimum mix of Executive and Non-Executive Directors, to maintain
independence and separate the functions of governance and management. Details in this regard are elaborated in the Corporate
Governance Report on page no. 114.
The Company’s commitment to following the highest standards of ethics and governance is re-affirmed by being awarded the
Golden Peacock Award of Excellence in Corporate Governance for the second year in succession.
Some of the other Governance initiatives undertaken by the Company are:
• The Company implemented an Integrated Vigil Mechanism framework and has been ahead of the curve in its Enterprise
Risk Management or Related Party Transactions or Internal Financial Controls processes.
• The Company has formulated a Governance, Risk and Compliance (GRC) policy to effectively deepen integration of the
elements of GRC.
• The Company’s disclosure standards are of a high order. In the recently conducted survey among the institutional investors,
Blue Star scored above 4.5 on a 5-point scale on this parameter.
More details on the Company’s Corporate Governance practices have been elaborated in the Corporate Governance Report on
pages 113 to 138.

Integrated Report Blue Star Limited | 83


Board’s Report
To the Members,
The Directors are pleased to present the 73rd Annual Report, together with the audited financial statements for the financial year
ended March 31, 2021.

COMPANY OVERVIEW
Your Company offers one of India’s widest ranges of air conditioning and commercial refrigeration products, as well as a
comprehensive range of air purifiers, air coolers, water purifiers, cold chain equipment and specialty products. It fulfils the cooling
and refrigeration requirements of a large number of corporate, commercial as well as residential customers.
Leveraging on its project execution capabilities, your Company offers turnkey solutions in MEP (Mechanical, Electrical, Plumbing
and Fire-fighting) contracting for Buildings & Factories, Infrastructure, and Heavy Industry projects. The Company’s integrated
business model of a Manufacturer, Contractor and After-sales service provider enables it to offer end-to-end solutions to its
customers, a factor that has proved to be a significant differentiator in the marketplace.

FINANCIAL HIGHLIGHTS
The financial statements of the Company are in accordance with Section 133 of the Companies Act, 2013 (the ‘Act’) read with
the Companies (Accounts) Rules, 2014, and amendments thereof. The consolidated and standalone financial highlights of the
Company for the financial year ended March 31, 2021, are summarised as follows:
(` in crores)
Consolidated Standalone
Particulars For the year ended For the year ended
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from operations 4,263.59 5,360.19 3,842.33 4,786.49
Total revenue 4,325.94 5,404.89 3,904.40 4,859.92
Total expenses 4,180.79 5,194.87 3,806.05 4,688.22
Profit before exceptional items and tax 145.15 210.02 98.35 171.70
Profit after exceptional items and before tax 145.15 205.99 98.35 167.67
Income tax 47.09 65.32 32.42 46.80
Profit for the year 100.35 143.25 65.93 120.87

OPERATING RESULTS
The current financial year commenced in the backdrop of an unprecedented economic and business disruption caused by the
COVID-19 pandemic. It was a challenging period for the economy as a whole, and the HVAC&R industry in particular due to a
stringent nationwide lockdown during the peak selling season across all the business segments. Most parts of the summer season
were lost and project sites remained non-functional.
Partial normalcy resumed in the second quarter and economic activities restarted. There was a healthy revival in business activities
with un-locks, easing of restrictions, and consequent improvement in consumer sentiments. Your Company implemented
several course correction measures with agility, flexibility, and speed. The operating cost elements were reviewed and incisively
rationalised down. Several initiatives to ensure the health and safety of employees and business associates were undertaken to
ensure utmost safe resumption of operating activities. In addition, your Company launched a new range of products embedded
with ‘Virus Deactivation Technology’ as part of its endeavour to fight the pandemic through a contemporary range of products
based on cutting-edge technology.
In the Electro-Mechanical project’s business, the Company continued to prioritise projects execution based on an assessment of
customer credit profile and operating cash flow visibility. In the Unitary Products business, channel support initiatives along with
prudent inventory management enabled a sharp business recovery through the year. By the third quarter, there was demand
revival in the products business on the back of the festive season and improved customer sentiment, supported by a more stable
business environment. The Government’s focus on localisation under the Atmanirbhar Bharat Program also brought in good
opportunities for your Company. Digitisation and Healthcare initiatives continued to offer good prospects for the Professional
Electronics and Industrial Systems segment.

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However, sustenance of the growth momentum has been challenged by the second wave of the pandemic and the phased
lockdowns in many parts of the country towards the end of the fourth quarter of the year and the months that followed. Partial
lockdowns across certain states coupled with the unavailability of oxygen for industrial use have again impacted smooth conduct
of the operations at the Company’s manufacturing plants and at project sites.
On a consolidated basis, revenue from operations for the current financial year recovered 79.5% to `4,263.59 crores as compared
to `5,360.19 crores in the previous financial year. Net profit for the current financial year recovered 70.1% to `100.35 crores as
compared to `143.25 crores in the last financial year. On a standalone basis, revenue from operations of the Company recovered
to the extent of 80.3% at `3,842.23 crores as compared to `4,786.49 crores in the previous year. The Company could recover
standalone Net Profit after Tax up to 54.5% at `65.93 crores as compared to `120.87 crores for the previous year.
As is evident from the above, during the financial year 2020-21, your Company demonstrated resilience and made a robust
recovery despite encountering severe business disruption caused by multiple waves of the pandemic and the stringent nationwide
lockdown that had hit the operations of the Company during the peak selling seasons.
Your Company operates in three business segments: (i) Electro-Mechanical Projects and Commercial Air Conditioning Systems;
(ii) Unitary Products; and (iii) Professional Electronics and Industrial Systems. Performance of the Company in the above-mentioned
segments during the year under review is as stated below:
I. Electro-Mechanical Projects and Commercial Air Conditioning Systems
a) Electro-Mechanical Projects Business
The lockdown at the beginning of the year severely impacted bookings and had a major impact on the revenue, when
only around 10% of the project sites were operational. The pace of execution was impacted by a shortage of the workforce
post the migration of labour to their home towns and villages. Your Company stayed focused on close monitoring of
the quality of customer credit profile and followed stringent principles of cash management. Your Company focused on
opportunities in the infrastructure sector such as metro railways, electrical substations, and water distribution, which are
expected to offer immediate growth opportunities. The Company received prestigious orders in the metro rail and order
inflows from the light industrial and factory sector improved, driven by the Make in India initiatives of the Government.
b) Commercial Air Conditioning Systems
At the start of the year under review, with segments such as light commercial, medium-sized offices, educational institutions,
entertainment, and banquet halls largely closed, new order booking and billing were significantly impacted. Even though
a complete shutdown of commercial complexes, education, and entertainment sectors impacted revenues, there was
healthy business flow from healthcare, pharma, and Government customers. This helped with a partial recovery for this
business during the year.
The Company also added new large-capacity models to its VRF product range and has now completely indigenised this
product category. Your Company improved its market ranking to the number two position in this product category.
c) International Business
Your Company was focused on the expansion of the Blue Star product range and building brand awareness across its
international markets. It also increased marketing efforts across digital media platforms, to build awareness and brand
visibility across the major markets it serves. As a result, there was an improved demand for the Company’s cooling products
in the Middle East, SAARC and Africa markets, which enabled recovery of its international business during the year.
Revenue and profitability of the projects executed through the Company’s joint ventures in Qatar and Malaysia were also
impacted due to the pandemic.
The joint venture in Qatar received some notable large orders. The operations in Malaysia continue to be impacted owing
to the pandemic and the political instability in the country.
Revenue in this Segment for the year recovered 78.5% to `2,218.72 crores as against `2,826.67 crores in the previous year.
The segment result was `106.49 crores as compared to `120.26 crores in the previous year.
II. Unitary Products
In the room air conditioners business, the market de-grew by 23% during the year under review. However, due to sustained
business revival and growth initiatives, your Company managed to recover faster than the market in this category and
consequently improved its market share from 12.5% in FY20 to 13.0% in FY21.

Board’s Report Blue Star Limited | 87


The commercial refrigeration business was impacted due to the loss of summer season sales by the ice-cream manufacturers,
though essential services segments such as healthcare and pharma continued to gain good traction. Your Company developed
a new range of products and solutions for storage of vaccines to fulfil the requirements of the vaccination program of the
Government.
Stocking of inventory by the channels in the fourth quarter, ahead of the peak selling season, the improved share of billing
from e-commerce and an overall improvement in business sentiment enabled revenue recovery for the year to 81.2% at
`1,868.28 crores in the year under review as against `2,300.61 crores in the previous year in this segment. Competitive pricing
pressures coupled with sharp increases in material costs and other input costs, as well as cost freight and transportation costs
impacted the margin profile of the business. Segment result was at `108.82 crores in the current year as compared to `162.27
crores achieved in the previous financial year.
III. Professional Electronics and Industrial Systems (PE&IS)
In the PE&IS segment, your Company’s Data Security Solutions business continued to do well on the back of digitisation
initiatives in the BFSI sector. The demand for healthcare products picked up as a consequence of increased healthcare spends
across customer segments. With a revival in general economic activity, order inflows from the industrial segment improved
with the material testing business regaining momentum. With a wide portfolio of products and solutions forming part of your
Company’s offerings, the prospects for this business segment have been positive.
The segment revenue for the year recovered by 75.8% to `176.59 crores as against `232.91 crores in the previous year.
The segment result stood at `33.81 crores as compared to `54.34 crores in the previous year. Revenue and profits for the
previous year included the impact of a large order in the Data Security Solutions business.

DIVIDEND
The Board, at its meeting held on May 6, 2021, recommended a dividend of `4 per equity share of `2 each for the financial year
ended March 31, 2021. This dividend will be paid subject to the approval of the members at the Annual General Meeting to be held
on August 4, 2021, to those members whose names appeared in the register of members as on the record date, i.e. July 23, 2021.
The Board has adopted the Dividend Distribution Policy for the Company which can be viewed on the website of the Company at:
https://www.bluestarindia.com/media/104569/dividend-distribution-policy.pdf
FINANCING
On a consolidated basis, finance cost for the year increased to `64.72 crores as compared to `29.47 crores in the previous year,
due to additional borrowings made during the year and increased cost of financing.
Healthy cash from operations, reduction in net working capital driven by good collections, and proceeds from the sale of a non-
core asset enabled a reduction in net borrowings, leading to a net positive cash balance by the end of FY21.
The Company’s forex cost was `4.18 crores for the year as compared to `9.70 crores in the previous year on account of relatively
lower volatility and dynamic forex risk management practices followed throughout the year.
DEPOSITS
The Company has not accepted any deposits from the public, falling within the ambit of Section 73 of the Act, and the Companies
(Acceptance of Deposits) Rules, 2014.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the ‘Listing Regulations’), and Section 129(3) of the Act, the consolidated financial statements prepared by the
Company as per the Indian Accounting Standards (Ind AS), form part of this Annual Report.
The Consolidated Financial Statements shall also be laid at the ensuing Annual General Meeting of the Company.
NON-CONVERTIBLE DEBENTURES
During the year, your Company has infused additional funds through the issuance of Unsecured Non-Convertible Debentures (NCD)
of `350 crores on private placement basis to retain adequate liquidity primarily to finance working capital requirements and support
business growth in the medium and long term. The NCDs are listed on the wholesale debt market segment of the National Stock
Exchange of India Limited. There is no deviation or variation in the utilisation of proceeds of the NCDs by the Company.

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SUBSIDIARIES AND JOINT VENTURE COMPANIES


I. Subsidiary Companies:
a) Blue Star Engineering & Electronics Limited
Blue Star Engineering & Electronics Limited is a wholly-owned subsidiary of the Company. It is a material subsidiary as per the
thresholds laid down under the Listing Regulations. The company provides advanced technology products to the BFSI and
Healthcare sectors as well as turnkey engineering solutions that cater to the Industrial sector. It is the exclusive distributor in
India for many globally renowned manufacturers of high-technology professional electronics equipment and solutions, as
well as industrial products and systems.
Revenue from operations from Blue Star Engineering & Electronics Limited for the year ended March 31, 2021, was `181.74
crores, as against its previous year’s revenue of `244.50 crores. The subsidiary achieved a net profit of `23.00 crores for the
year under review, as against last year’s net profit of `41.84 crores.
b) Blue Star Qatar WLL
Blue Star Qatar WLL is a joint venture between the Company and Al Malki Trading and Contracting WLL, wherein the Company
holds 49% of the share capital and voting rights, and the balance is held by Al Malki Trading and Contracting WLL. The company
is principally engaged in the business of MEP contracting and maintenance in Qatar.
It is a subsidiary of the Company under Section 2(87)(i) of the Act, as the Company controls the management of this company.
The total income of this company for the year ended March 31, 2021, was `142.78 crores as compared to `254.14 crores in the
previous financial year. Net profit after tax for the year ended March 31, 2021, was `6.12 crores as compared to `9.02 crores
in the previous year.
c) Blue Star International FZCO
Blue Star International FZCO is a wholly-owned subsidiary of the Company, operating in the Dubai Airport Freezone, UAE. It is
responsible for the development and growth of the Company’s Global Products Sales business and Global Projects business.
This company primarily promotes the export of Blue Star’s air conditioning and commercial refrigeration products and systems
and its Original Equipment Manufacturing (OEM)/Original Design Manufacturing (ODM) business.
The consolidated total income of this company for the year ended March 31, 2021, was `236.11 crores as compared to `238.54
crores in the previous financial period. On a consolidated basis, the company has generated a profit of `6.50 crores for the
year ended March 31, 2021, as compared to a net profit of `0.33 crores in the previous period.
d) Blue Star Systems and Solutions LLC
This company was incorporated in the mainland UAE as a subsidiary of Blue Star International FZCO to directly sell central air
conditioning equipment, execute mid-sized HVAC projects, and offer after-sales service.
The company’s total income for the year ended March 31, 2021, was `12.38 crores as compared to last year’s revenue of `8.99
crores. The Company incurred a loss of `3.68 crores for the year ended March 31, 2021, as compared to a loss of `4.86 crores
in the last year.
e) BSL AC&R (Singapore) Pte Ltd
This company was incorporated on August 29, 2020, in Singapore as a wholly-owned subsidiary of Blue Star International
FZCO to directly sell central air conditioning equipment, execute mid-sized HVAC projects and offer after-sales service. This
company owns a 49% stake in Blue Star M&E Engineering Sdn Bhd.
The subsidiary will commence its operations during the upcoming financial year.
II. Joint Venture Companies:
a) Blue Star M & E Engineering Sdn Bhd
Blue Star M & E Engineering Sdn Bhd, a joint venture between Blue Star International FZCO and Amcorp Properties Bhd,
Malaysia, has been principally engaged in the business of HVAC contracting and maintenance in Malaysia. During the year,
Blue Star International FZCO transferred its 49% stake in this joint venture to BSL AC&R (Singapore) Pte Ltd.

Board’s Report Blue Star Limited | 89


This company’s total income for the year ended March 31, 2021, was `84.73 crores as compared to `115.30 crores in the
previous financial year. Net profit after tax for the year ended March 31, 2021, was `5.31 crores as compared to `5.57 crores
in the previous year.
b) Blue Star Oman Electro-Mechanical Company LLC
A joint venture between W J Towell & Co LLC and the Company, Blue Star Oman Electro-Mechanical Company LLC was formed
to principally engage in the business of MEP contracting and maintenance in Oman.
Given cost overruns in the projects executed by this company and unattractive market potential in Oman, the Board of Directors
of the Company had approved a proposal to exit this Joint Venture in FY19, subject to regulatory and other compliances as may
be applicable. The Company has made an application to the Reserve Bank of India for its approval for a write-off of investment
in this Joint Venture under the provisions of the Foreign Exchange Management Act.
As required under Section 136 of the Act, the audited annual accounts, including the consolidated financial statement of the
Company and audited accounts of the subsidiary companies, are available on the website of the Company at www.bluestarindia.com.
A copy of these documents will be made available to the members, on their request in writing. The annual accounts will also be
available for inspection by any member during business hours through electronic mode.
A statement containing the salient features of the financial statements of the subsidiaries and joint venture companies in Form
AOC-1, as required under Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Consolidated Financial Statement.

SIGNIFICANT DEVELOPMENTS
A resurgence of the second wave of the COVID-19 pandemic towards the end of Q4FY21 and in Q1FY22 and the consequential
partial/complete lockdown across several states and cities is expected to cause continued business and operational impact on
the Company during FY22.

NEW INITIATIVES
The Company has embarked upon several initiatives in the areas of technology-led digitalisation of some key business processes,
employee engagement, and internet-enabled automation across its products and services.

AWARDS AND RECOGNITIONS


During the year under review, the Company was felicitated with many prestigious awards for excellence in its areas of business,
and an illustrative list is given below:
• ‘Innovative Stream in the Manufacturing Sector - Large Segment category’award for the Dadra Plant team, at the 3rd National Kaizen
Circle Competition
• CII National Lean Manufacturing award for the HP Plant.
• Winner at the 37th National Kai-Zen competition organised by CII
• ‘MEP Contractor of the Year’ award by Construction Week India for the fifth time
• The prestigious ‘Golden Peacock Award for Excellence in Corporate Governance’ for the second year in a row
• ‘Long Partnership’ award by Jubilant FoodWorks
• ‘Best Customer Service Support’ award from Flipkart
• ‘Certificate of Appreciation’ at BML Munjal Awards 2020
DIRECTORS
As required under the provisions of the Act, Sunaina Murthy retires by rotation at the ensuing Annual General Meeting, and being
eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting.
A brief profile of Sunaina Murthy is annexed to the notice convening Annual General Meeting.

90 | Blue Star Limited Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

DECLARATION BY INDEPENDENT DIRECTORS


The Company has received the necessary declarations from each of the Independent Directors of the Company under Section
149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as
laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
KEY MANAGERIAL PERSONNEL
As required under the provisions of Section 203 of the Act, the following personnel have been designated as the 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, Company Secretary & Compliance Officer*
Vijay Devadiga Company Secretary & Compliance Officer*
*Neeraj Basur, Group Chief Financial Officer has been appointed by the Board of Directors to assume additional charge as the Company Secretary & Compliance Officer
effective June 5, 2021, after resignation of Vijay Devadiga, Company Secretary & Compliance Officer effective June 4, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT


Under the provisions contained in Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:
• In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards
have been followed, along with proper explanation relating to material departures;
• They have selected such accounting policies and applied them consistently, and made judgments and estimates that are
reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2021, and of the
profit of the Company for that period;
• They have taken proper and sufficient care of the maintenance of adequate accounting records, under the provisions of the
Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;
• They have prepared the annual accounts for the year ended March 31, 2021, on a going concern basis;
• They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate
and are operating effectively; and
• They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems are
adequate and operating effectively.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 7 (seven) meetings of the Board of Directors were held. The intervening gap between these
meetings was within the period prescribed under the Act and Listing Regulations. The details of the meetings and attendance
of the Directors are provided in the Corporate Governance Report.

BOARD COMMITTEES
Your Company has in place all the Committees as mandated under the provisions of the Act and Listing Regulations. Currently,
there are eight 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
• Debenture Committee

Board’s Report Blue Star Limited | 91


AUDIT COMMITTEE
The Audit Committee comprises Anil Harish, Shailesh Haribhakti, Arvind K Singhal, and B Thiagarajan. Anil Harish is the Chairman of
this Committee. The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation
18 of the Listing Regulations. The terms of reference of the Committee conform with the Act and the Listing Regulations as more
particularly set out in the Corporate Governance Report, which forms a part of this Annual Report. During the year under review,
there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE


The Nomination and Remuneration Committee comprises Sam Balsara, Dinesh N Vaswani, Sunaina Murthy, and Rumjhum
Chatterjee. Sam Balsara is the Chairman of this Committee.
The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 19 of the Listing
Regulations. The terms of reference of the Committee conform with the said requirements, as more particularly set out in the
Corporate Governance Report, which forms a part of this Annual Report.

INVESTOR GRIEVANCE CUM STAKEHOLDERS’ RELATIONSHIP COMMITTEE


The Investor Grievance cum Stakeholders’ Relationship Committee comprises Anil Harish, Rajiv R Lulla, and B Thiagarajan. Anil
Harish is the Chairman of this Committee.
The Committee is constituted in line with the requirements mandated by Section 178 of the Act and Regulation 20 of the Listing
Regulations. The terms of reference of the Committee conform with the said requirements, as more particularly set out in the
Corporate Governance Report, which forms a part of this Annual Report.

RISK MANAGEMENT COMMITTEE


The Risk Management Committee comprises Vir S Advani, Rajiv R Lulla, B Thiagarajan and Neeraj Basur. Vir S Advani is the Chairman
of this Committee. The Company has adopted a formal Risk Management Policy. An Enterprise Risk Management (ERM) framework
prescribed under the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2017 framework has been
adopted for implementation by the Committee. The Committee identifies, evaluates and assesses the risks, understands the
exposure of risks, and accordingly prepares and oversees execution of appropriate risk mitigation plans and identification of
possible opportunities. The Committee and the Board have identified elements of risks, which, according to them, are crucial to
the Company. It has identified Risk Management Units within the Company, the risk profiles of which are constantly monitored,
and the severity of risk is tracked, based on a systematic risk rating methodology. Details of these elements of risks have been
covered in the Management Discussion and Analysis, and Integrated Report, which form part of this Annual Report and in the
standalone financial statement in Note 43.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE


The Committee comprises B Thiagarajan, Rumjhum Chatterjee, and Sunaina Murthy. B Thiagarajan is the Chairman of this Committee.
During the year under review, the Company was required to spend an amount of `3.31 crores towards activities as stipulated
under Schedule VII of the Act, which has been duly spent by the Company towards various CSR initiatives.
A brief outline of the CSR Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in
Annexure 2 of this report as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, and amendments
thereof. The Policy is also available on the website of the Company at:
https://www.bluestarindia.com/media/217799/blue-star-csr-policy.pdf.
Details of the other Committees of the Board are provided in the Corporate Governance Report.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF DIRECTORS


The Nomination and Remuneration Committee at its meeting held on January 18, 2021, approved the process of evaluating
the Chairman, Directors, the Board, and its Committees. Accordingly, the questionnaires were circulated seeking inputs of the
Directors to evaluate governance standards based on various parameters including structure and composition of the Board and
committees, quality of Board processes, Board culture and dynamics, effectiveness vis-à-vis stakeholders’ expectations in terms
of strategic direction, and guidance to the leadership team.

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Introduction | Integrated Report | Statutory Reports | Financial Statements

The inputs received from the Directors were deliberated upon and reviewed by the Independent Directors at a separate meeting
held on March 16, 2021. At this meeting, they evaluated the performance of the Non-Independent Directors, the Board as well
as that of the Chairman, taking into account the views of the Executive and Non-Executive Directors. The Board of Directors
carried out an annual evaluation of the performance of the Board as a whole, the Directors individually, and the working of
the Committees of the Board. The outcome of the evaluation was noted by the Nomination and Remuneration Committee
at its meeting held on April 27, 2021, and by the Board of Directors at its meeting held on May 6, 2021. Broadly, the Directors
have expressed their satisfaction with the evaluation process and the outcome. The Board also noted the key action points that
emerged from the process for implementation. A detailed update on the Board Evaluation is provided in the relevant section
of the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY


The Nomination and Remuneration Policy of the Company was adopted by the Board based on the recommendation of the
Nomination and Remuneration Committee. The Policy provides broad guidelines on appointment, removal, retirement, qualifications,
attributes, and structure of remuneration, of the Directors, Key Managerial Personnel, and Senior Management. It is designed to
foster a high-performance culture that enables the Company to attract, retain and motivate the employees to achieve results. The
performance of the Vice Chairman & Managing Director and Managing Director was evaluated and reviewed by the Nomination
and Remuneration Committee at its meeting held on April 27, 2021. The Nomination and Remuneration Policy is uploaded on
the Company’s website at https://www.bluestarindia.com/media/217800/blue-star-nrc-policy.pdf

MANAGERIAL REMUNERATION
Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of
Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and amendments thereof are provided below:
i. The ratio of the remuneration of each Director Vir S Advani 59.95x
to the median remuneration of the employees
of the Company for the financial year B Thiagarajan 60.43x
ii. The percentage increase in remuneration of each Vir S Advani Nil
Director, Chief Financial Officer, Chief Executive B Thiagarajan -2.61%
Officer, Company Secretary or Manager, if any, Neeraj Basur -21.5%
in the financial year Vijay Devadiga -14.2%
iii. The percentage increase in the median
remuneration of employees in the financial year -6.15%

iv. The number of permanent employees on the


rolls of Company 2,421

v. Average percentile increases already made Average increase to employees -9.23%


in the salaries of employees, other than the other than Managerial Personnel
managerial personnel in the last financial and justification thereof
year and its comparison with the percentile Average increase to Managerial
-1.23%
increase in the managerial remuneration and Personnel
justification thereof, and point out if there are
Exceptional circumstances The performance of the Company for
any exceptional circumstances for increase in for an increase to managerial the year ended March 31, 2020 had got
the managerial remuneration remuneration impacted due to the business disruption
caused by COVID-19, and consequently
a significant downward revision to the
remuneration of the Managing Directors
was carried out in FY20 itself.
vi. Affirmation that the remuneration is as per the It is hereby affirmed that the remuneration of the Key Managerial Personnel
remuneration policy of the Company and the Senior Management Personnel is as per the Nomination and
Remuneration Policy of the Company.

Board’s Report Blue Star Limited | 93


The Non-Executive Directors of the Company are paid sitting fees and commission as per the statutory provisions and within the
limits approved by the members. The ratio of remuneration and percentage change for Non-Executive Directors’ Remuneration
is therefore not considered for the purposes above. The details of the remuneration of Non-Executive Directors are provided in
the Corporate Governance Report.

CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with
the requirements of corporate governance as enshrined in the Listing Regulations. The report on corporate governance together
with a certificate from the Statutory Auditors of the Company, confirming compliance with corporate governance norms as
stipulated in the Listing Regulations, forms a part of this Annual Report.
The Company was declared as the winner of the Golden Peacock Award for Excellence in Corporate Governance for the year 2020,
after being conferred this award in the year 2019 as well. Golden Peacock Awards were instituted by the Institute of Directors
(IOD), India in 1991, and over time they have become a hallmark of excellence, both in India and globally.

VIGIL MECHANISM
Your Company is committed to conducting its business with the highest standards of ethics, integrity, and transparency across
its operations, in compliance with the applicable laws and regulations. In line with a strong commitment to governance and
compliance, the Company has instituted a robust Vigil Mechanism framework encompassing various elements and components
in an integrated manner.
The Vigil Mechanism structure at Blue Star is based on the COSO 2017 ERM framework governing risk, compliance, and controls.
Embedded in the Vigil Mechanism structure are three lines of defence. The first line of defence comprises key management
controls, viz., financial controls, governance policies, and internal control measures at the process owner level. The second line of
defence is addressed by an assurance from risk management and compliance procedures. The third line of defence is provided
through the work done by internal and external auditors.
Governance policies, internal controls, stakeholders’ engagement, enterprise risk management, compliance, and the internal and
statutory audit, are key components of Blue Star’s vigil mechanism. They are interwoven in the vigil mechanism system to enable
constant interplays to drive home the assurance of best practices and creation of value for all the stakeholders of the Company.
As a part of its governance policies, the Company has in place a whistleblower policy to enable the Directors and employees
of the Company to report concerns of any unethical behaviour, unacceptable and improper practices, or suspected fraud. The
policy has also been uploaded on its website. An Ethics Committee has been constituted, comprising the Group Chief Financial
Officer, Chief Human Resources Officer, and Company Secretary (Ethics Officer) to administer this Policy.
The Whistleblower Policy is uploaded on the Company’s website at:
https://www.bluestarindia.com/media/271525/whistle-blower-policy.pdf.
The Company has also adopted a Code of Conduct which is available on the website of the Company at:
https://www.bluestarindia.com/media/271526/code-of-conduct.pdf.
The Audit Committee reviews on a quarterly basis, whistleblower and other complaints, if any, and oversees the implementation
of corrective actions wherever necessary.

INTERNAL CONTROL SYSTEMS


The Company has established an internal control system commensurate with the size, scale, and complexity of its operations.
To enhance the standards of controls and governance, the Company has adopted the COSO 2013 framework to ensure that
robust internal financial controls exist concerning operations, financial reporting, and compliance.
Significant features of the Company’s internal control system are:
• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and
reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as
well as key process risks.

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Introduction | Integrated Report | Statutory Reports | Financial Statements

• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.
• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors,
and reviewers.
• Adherence with a comprehensive information security policy and continuous upgrades of the Company’s IT systems for
strengthening automated controls.
• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls
assurance.
During the year, the internal controls were tested and found effective, as a part of the Management’s control testing initiative.
Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Company’s Internal
Financial Controls were adequate and operating effectively for the financial year ended March 31, 2021.

LOANS, GUARANTEES AND INVESTMENTS


Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, as may be applicable, are
given in the standalone financial statement as per Note 8-10.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES


All the related party transactions are approved by the Audit Committee. All related party transactions that were entered into
during the financial year were on an arm’s length basis and in the ordinary course of business.
There are no material transactions with any related party as defined under Section 188 of the Act, read with the Companies
(Meetings of Board and its Powers) Rules, 2014. Because of this, disclosure in Form AOC-2 has not been provided. The details of
transactions with the related parties are provided in the standalone financial statement in Note 39.
A policy governing the related party transactions has been adopted, and the same has been uploaded on the Company’s website at
https://www.bluestarindia.com/media/301925/policy-on-rpt_upload.pdf.

HUMAN RESOURCES
The Human Resources philosophy of your Company is to attract and retain the best talent in the industry. Your Company considers
its employees as partners in success. Your Company constantly endeavours to adopt the best policies to keep its employees
motivated, engaged, and aligned to the interests of the Company. Your Company undertakes various employee engagement
programs and also fosters a culture of continuous learning and development and creating future leaders. The Company has
migrated to an e-learning platform wherein role-based self-learning programs are designed to improve the proficiency level of
the employees. Your Company constantly explores various possibilities to make Blue Star a better place to work. Several initiatives
were undertaken during the year to ensure the health and safety of employees and their families and to contain the impact of the
COVID-19 pandemic on them. Your Company continues to accord a high priority to mitigate health concerns and ensure safety
at all its offices, factories and other places of work. Safeguarding the health of employees in the light of COVID-19 induced risks
while ensuring business continuity remained the topmost priority of your Company in the last year.
Your Company played a pivotal role in supporting employees to build their resilience and adaptability to manage the personal
and professional disruptions experienced due to the pandemic. The Company calibrated its policies and processes related to
managing work remotely, travel of employees for priority business exigencies, reward and recognition for and many other aspects
swiftly in accordance with the new normal. Several initiatives to bolster employee enablement and engagement to sustain their
motivation while working in a hybrid model of satellite operations and attending to work in person were also undertaken during
the year. Business-specific capability building sessions moved to a completely virtual platform with enhanced investment of time
by employees. The new way of work created a need for some new roles, rendered some roles redundant and required upskilling
of existing resources, which was attended to in a methodical manner by your Company.

Board’s Report Blue Star Limited | 95


PARTICULARS OF EMPLOYEES
Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are required to be annexed to the Board’s Report. The Annual Report excluding the aforesaid information is being
sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said particulars
may write to the Company Secretary at the Registered Office of the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,


PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and
redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, and the Rules thereunder for prevention and redressal of complaints of sexual harassment at the workplace.
All employees (permanent, contractual, temporary, and trainees) are covered under this Policy.
The Company has duly constituted Internal Complaints Committees in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The
Company organises workshops and awareness programs at regular intervals for sensitising the employees with the provisions of
the said act. During the year under review, two complaints with allegations of sexual harassment were filed with the Company,
and the same were investigated and appropriate actions were taken.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND


OUTGO
The Company incurred a total expenditure of `59.10 crores on research and development for the year as against `68.48 crores
in the previous year.
During the year, the Company recorded foreign exchange earnings from the export of its products, commission, and other income,
aggregating to `165.71 crores as against `181.30 crores in the previous year.
The foreign exchange outflow stood at `954.04 crores as compared to `1,160.58 crores in the previous year.
The information on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under
Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 1.

MANAGEMENT DISCUSSION AND ANALYSIS


The Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of Listing Regulations,
forms a part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT


In compliance with Regulation 34 of the Listing Regulations, the Business Responsibility Report describing sustainability initiatives
undertaken by the Company during the year under review is provided in a separate section forming part of this Annual Report.

INTEGRATED REPORTING
Your Company is amongst the top 500 listed companies in the country in terms of market capitalisation and has accordingly
adopted Integrated Reporting describing initiatives undertaken by the Company for enhancing stakeholders’ value in the long-
term. The report on Integrated Reporting is provided in a separate section forming part of this Annual Report.

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Introduction | Integrated Report | Statutory Reports | Financial Statements

STATUTORY AUDITORS
The Company’s existing Statutory Auditors, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed by the
Members at the 70th Annual General Meeting (AGM) of the Company, for a period of 5 years, to hold office until the conclusion
of the 75th AGM to be held for FY 2022-23. The period under review was the third year of the audit by M/s Deloitte Haskins & Sells
LLP in the Company.

AUDITORS’ REPORT
The Board has duly reviewed the Statutory Auditors’ Report on the financial statements. There is no qualification, reservation, or
adverse remark given by the Auditors in their report.

COST AUDITORS
In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) 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 conduct the cost audit for the financial year ended March 31, 2021.
As required 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. Accordingly, a resolution seeking members’ ratification for the remuneration payable to Cost Auditors,
forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR
In terms of the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board had appointed M/s N L Bhatia & Associates, Practicing Company Secretaries, as the Secretarial Auditor of
the Company for conducting the secretarial audit of your Company for the financial year ended March 31, 2021.
The Secretarial Audit Report given by M/s N L Bhatia & Associates, Practicing Company Secretaries, has been provided in
Annexure 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. Further,
as required under Regulation 24A of the Listing Regulations, the Secretarial Audit Report of Blue Star Engineering & Electronics
Limited, the material unlisted Subsidiary, is also provided in Annexure 3A to this Report.

INTERNAL AUDITORS
The internal auditors, Mahajan & Aibara had been providing internal audit service for the past 6 years. As a good governance
practice around periodical rotation, the audit committee proposed to rotate them at the end of FY21. Accordingly, the Company
has appointed M/s. Grant Thornton Bharat LLP, Chartered Accountants, as the internal auditors effective April 1, 2021.

REPORTING OF FRAUDS BY AUDITORS


During the year under review, none of the auditors, viz., statutory auditors, cost auditors, and secretarial auditors, have reported
to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board’s Report.

ANNUAL RETURN
The annual return of the Company has been uploaded on the Company’s website at:
https://www.bluestarindia.com/media/335106/fy21-mgt-7-annual-return.pdf

Board’s Report Blue Star Limited | 97


RESERVES
During the financial year, there was no amount proposed to be transferred to the reserves.

OTHER DISCLOSURES
• The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India,
relating to Meetings of the Board, Committees, and General Meetings which have mandatory application.
• Except as provided in the Report, no material changes, and commitments affecting the financial position of the Company,
have occurred between the end of the financial year under review and the date of this report.
• The Company has prepared and maintained the cost accounts and records as specified by the Central Government under
Section 148(1) of the Act.
• There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status of your Company and its operations in the future.
• Your Company has not issued any shares with differential voting rights.
• Your Company has listed its Commercial Paper on National Stock Exchange of India Limited.
• Your Company has not issued any sweat equity shares.
• There was no revision in the financial statements.

ACKNOWLEDGEMENTS
The Directors place on record their sincere appreciation for the assistance, guidance, and co-operation provided by the
Government of India and other regulatory authorities. The Directors thank the financial institutions and banks associated with
the Company for their support as well. The employees are instrumental for the Company scaling new heights year after year,
and their commitment and contribution are deeply acknowledged. Shareholders’ involvement is greatly valued. The Directors
look forward to your continuing support.
For and on behalf of the Board of Directors

Date : May 6, 2021 Shailesh Haribhakti


Place : Mumbai Chairman
(DIN: 00007347)

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Introduction | Integrated Report | Statutory Reports | Financial Statements

Annexure 1 to Board’s Report


ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
Information under Rule 8 of Companies (Accounts) Rules, 2014
(A) CONSERVATION OF ENERGY
I. STEPS INITIATED OR IMPACT ON THE CONSERVATION OF ENERGY:
1. DADRA PLANT
• Initiated degreasing process at room temperature which resulted in saving energy of 10,338 kWh and reduction of carbon
emission by 6,720 kgCO2 /kWh.
• Installed float-type mechanical valve for ensuring compressed air loss. This reduces loading hour by 1.8% and resulted in
energy savings of 6,183 kWh and reduction of carbon emission by 3,091 kgCO2 /kWh.
• Migrated from Diesel to PNG for canteen and powder coating process which resulted in the saving of 31,477 litres of diesel
and carbon emission by 20,460 kgCO2 /kg of oil.
• Replaced coil testing process from air pressure to Helium test set up which resulted in saving energy of 17,846 kWh and
reduction in carbon emission by 8,923 kgCO2 /kWh.
2. WADA PLANT
• Installed digital load/unload system for high-pressure air compressor to reduce loading time. This will facilitate the saving
of energy by 6,000 kWh and reduce carbon emission by 3,000 kgCO2 /kWh.
• Optimised utilisation of DG set, which resulted in the saving of 5,200 litres of diesel and reduction of carbon emission by
14,143 kgCO2 /kg of oil.
• Installed intelligent flow control system in pneumatic line to optimise the pressure and flow of air. This will result in savings
of 17,000 kWh of energy and a reduction in carbon emission by 85,000 kgCO2 /kWh.
II. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY:
• Installation of 100 kWh solar system at Dadra Plant which gives energy savings of 40,852 kWh and reduces carbon emission
by 63,269 KgCO2 /kWh.

III. CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:


(₹ in crores)
Particulars Amount
Wada
Installation of Intelligent Flow Control (IFC) and digital load/unload system for air compressor 0.09
Dadra
Investment in Intelligent Flow Control (IFC) system, installation of float valve system for air compressor,
0.59
extension of PNG and Solar System
Total Investment 0.68

(B) TECHNOLOGY ABSORPTION


I. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION:
The energy efficiency of air conditioners has become the most important driver for new product development in recent years.
Regulations such as energy labeling schemes introduced by the Bureau of Energy Efficiency (BEE) for room air conditioners,
chillers, and deep freezers; Energy Conservation Building Codes (ECBC), and overall awareness of residential and commercial
customers about the reducing operating expenses are the main reasons for the demand for energy-efficient products.

Annexure 1 to Board’s Report Blue Star Limited | 99


During the year, Blue Star introduced a new extended range of configured screw chillers certified by the Air-Conditioning,
Heating and Refrigeration Institute (AHRI). 44 new models of water cooled screw chillers in the capacity range of 400TR to
600TR and 64 new models of air cooled screw chillers in the capacity range of 400TR to 550TR were launched to cater to large
central air conditioning applications. Both the products were developed in close technical cooperation with the compressor,
heat exchanger tube, and inverter drive suppliers.
A new range of in-house design indoor units was developed to cater to the increased demand for room air conditioners.
During the development, the R&D team had extensive interaction with an external design firm with competency in the area
of wall mount unit design.
Virus Deactivation Technology products were also developed for both residential and commercial air conditioners. Room and
ducted air conditioners were launched with antimicrobial filters with Livinguard technology. Room and ducted air conditioners
were also designed and developed with well-proven UVC germicidal lamps integrated with indoor units. Treated fresh air units
were also developed to augment fresh air ventilation in commercial applications. R&D engineers worked closely with these
technology suppliers to understand application requirements for delivering high efficacy.
II. OUTCOME AND BENEFITS:
Extended range of higher capacity configured series air cooled and water cooled screw chillers introduced during the
year are expected to enhance the Company’s market share in the chiller segment, catering to larger size HVAC applications.
The new range of products meets the 3, 4, and 5-star energy efficiency levels as per the voluntary chiller labeling program
launched by BEE.
With an additional range of in-house wall mount indoor units, the Company will be able to cater to the increased demand for
room air conditioners with reduced dependency on imported or locally sourced indoor units.
Virus Deactivation Technology products help improve indoor air quality and to limit the spread of infection.
III. INFORMATION REGARDING IMPORTED TECHNOLOGY (IMPORTED DURING LAST 3 YEARS):
No technology has been imported by the Company in the last 3 years.

IV. EXPENDITURE INCURRED ON R&D:


(₹ in crores)

Particulars 2020-21 2019-20


Capital 22.27 22.57
Recurring 36.83 45.91
Total 59.10 68.48
Total R&D expenditure as a percentage of total turnover 1.39% 1.28%

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO


(₹ in crores)

Particulars 2020-21 2019-20


Total foreign exchange outgo 954.04 1,160.58
Total foreign exchange earned 165.71 181.30

For and on behalf of the Board of Directors

Date : May 6, 2021 Shailesh Haribhakti


Place : Mumbai Chairman
(DIN: 00007347)

100 | Blue Star Limited Annexure 1 to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Annexure 2 to Board’s Report


CORPORATE SOCIAL RESPONSIBILITY REPORT
1. A brief outline of the Company’s CSR policy, including an overview of projects or programs proposed to be undertaken
and a reference to the web link to the CSR Policy and project or programs:
Blue Star’s CSR Committee determines the CSR activities to be undertaken, and the Company pursues such activities over a
considerable period (minimum 2 or 3 years) to create long-term and sustainable impact in the areas that it works in.
Some points outlined in the Company’s CSR policy are as follows:
1. In the long term, Blue Star’s CSR focus areas shall comprise Health, Hygiene and Wellness.
2. Contributing to the Government’s ‘Skill India’ mission, the Company undertakes vocational education programs in the
air conditioning, plumbing, and electrical installation and maintenance trades, apprentice programs, as well as scholarships
for the academically deserving and less privileged engineering/architecture students.
3. Pursuant to the ‘Swachh Bharat’ initiative of the Government, the Company endeavours to improve sanitation and hygiene
facilities for the less privileged communities, especially school children.
4. The Committee also considers other deserving causes in the areas of health, education, poverty alleviation, and others.
5. The Committee undertakes specific projects, in case of natural calamities, based on available budgets.
6. The Company continues to actively participate in the Affirmative Action Agenda of Confederation of Indian Industries.
7. The Committee involves its employees in these CSR activities, so as to give them a sense of purpose beyond commercial
objectives, as well as to build pride in the Company.
2. Composition of the CSR Committee

Sr. Number of meetings Number of meetings of


Designation/Nature of
Name of CSR Committee held CSR Committee attended
No. Directorship
during the year during the year
1 B Thiagarajan Chairman (Managing Director) 2 2
2 Rumjhum Chatterjee Member (Independent Director) 2 2
3 Sunaina Murthy Member (Non-Executive Director) 2 2
3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are
disclosed on the website of the company:
Composition of CSR Committee: https://www.bluestarindia.com/media/292474/committee-charter.pdf
CSR Policy: https://www.bluestarindia.com/media/217799/blue-star-csr-policy.pdf
CSR projects: https://www.bluestarindia.com/blue-star-csr-projects.pdf
4. Provide the details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable
6. Average net profit of the Company for last three financial years: `165.5 crores
7. (a) Two percent of the average net profit computed above: `3.31 crores
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Not Applicable
(c) Amount required to be set off for the financial year, if any: Not Applicable
(d) Total CSR obligation for the financial year (7a+7b-7c): `3.31 crores
8. (a) CSR amount spent or unspent for the financial year:

Total Amount Amount Unspent (in ` crores)


Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year CSR Account as per section 135(6) Schedule VII as per second proviso to section 135(5)
(in ` crores) Amount Date of transfer Name of the Fund Amount Date of transfer
3.31 NA NA NA NA NA

Annexure 2 to Board’s Report Blue Star Limited | 101


(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. Name of the Item from Local Location of the project Amount Mode of Mode of implementation
No. Project the list of area spent implementation on - - Through implementing
activities in (Yes/ for the Direct (Yes/No) agency
schedule VII No) project
State District Name CSR
to the Act (in `
registration
crores)
number
1. Apprenticeship Education Yes Tamil Nadu, 1.00 Yes
Programme Maharashtra,
Himachal
Pradesh,
Dadra and
Nagar Haveli
2. Vocational Education Yes Tamil Nadu, 0.27 No Thakkar Bapa
Training Andhra Vidyalaya,
Programme Pradesh, Apollo’s Total
Maharashtra, Health Project,
West Bengal Sanskriti
Samvardhan
Mandal,
Shilpamandira
RKM,
Indo-German
Institute of
Advanced
Technology,
ITI Goa &
Somaiya
3. Support to Hunger and Yes Tamil Nadu Tanjavur 0.15 No Asirwad Trust,
Farming poverty Research and
Communities Action Centre
for Local
Democracy
4. Women Food Hunger and Yes Uttarakhand Ranikhet 0.22 No Blue Star
Production poverty Foundation,
Organisation Confederation
of Indian
Industries
5. Mohan T Advani Education Yes Maharashtra, Mumbai, 0.43 No Blue Star
Scholarships New Delhi New Delhi Foundation
6. COVID-19 Relief Health Yes Maharashtra Mumbai, 0.36 No Blue Star
Projects National Panvel, Foundation,
Emergency Palghar CII
Foundation,
Mumbai
Municipality
Hospital,
VHS Hospital

102 | Blue Star Limited Annexure 2 to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of the Item from Local Location of the project Amount Mode of Mode of implementation
No. Project the list of area spent implementation on - - Through implementing
activities in (Yes/ for the Direct (Yes/No) agency
schedule VII No) State District project Name CSR
to the Act (in ` registration
crores) number
7. Digital Sakshar Education Yes Maharashtra Palghar 0.35 No Pratham
National Infotech
Emergency Foundation
(response to
COVID)
8. Support to Education No Odisha 0.05 No Kalinga
underprivileged Institute
girl children of Social
Sciences
9. Support to Health Yes Maharashtra Mumbai, 0.32 No Blue Star
health care Palghar Foundation
and well-being
projects
TOTAL 3.15

(d) Amount spent in Administrative Overheads: ` 0.16 crore


(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): `3.31 crores
(g) Excess amount for set off, if any: Not Applicable
9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year: Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not Applicable

Sunaina Murthy B Thiagarajan


Director Chairman
(DIN: 07865860) Corporate Social Responsibility Committee
(DIN: 01790498)
Date : May 6, 2021
Place : Mumbai

Annexure 2 to Board’s Report Blue Star Limited | 103


Annexure 3 to Board’s Report
SECRETARIAL AUDIT REPORT

To,
The Members,
BLUE STAR LIMITED
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Where ever required we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standard is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness
with which the management has conducted the affairs of the company.
For M/s N L Bhatia & Associates
Practicing Company Secretaries
UIN: P1996MH055800
UDIN: F005436C000249451

Bharat Upadhyay
Partner
Date : May 6, 2021 FCS: 5436
Place : Mumbai CP No. 4457
P/R No. 700/2020

104 | Blue Star Limited Annexure 3 to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

FORM NO. MR-3


SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
BLUE STAR LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Blue Star Limited (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided us
a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minutes book, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorised representatives during
the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on March 31, 2021, has complied with the statutory provisions listed hereunder and also that the Company
has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers, minutes book, forms and returns filed and other records maintained by the Company for
the financial year ended on March 31, 2021, according to the provisions of:
1. The Companies Act, 2013 (the ‘Act’) and the Rules and Amendment(s) made thereunder (to the extent notified);
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;
3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable read with
notifications, directions and circulars issued by the Reserve Bank of India (RBI);
4. The Depositories Act, 1996 and amendments thereof and the Regulations and bye-laws framed thereunder;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 and
amendments thereto (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’);
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f ) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; Not applicable to the
Company during the Financial Year;
g) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993;
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable to the Company
during the Financial Year;
i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable to the Company
during the Financial Year;

Annexure 3 to Board’s Report Blue Star Limited | 105


6. Other applicable Laws as per list attached as ‘Annexure A’ to this report.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc., mentioned above.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors.
Adequate notice is given to all Directors to schedule the Board Meetings, and agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting. The Company has complied with the
Secretarial Standards in respect of the meetings of its members, Board and its committees.
During the Financial year under review, the meeting of Independent Directors was held on March 16, 2021, for Board Evaluation.
All the decisions taken in the Board Meetings were passed unanimously and with the requisite majority in General Meetings.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the period under review:
1. The Company has issued Non-Convertible Debentures amounting to `350 crores.
2. The Company has obtained the following approvals from its members on June 5, 2020 through the mechanism of postal
ballot:
a. To increase the limits of borrowing by the Board of Directors of the Company to `1500 crores or the limits prescribed
under Section 180(1)(c) of the Act, whichever is higher;
b. Approval under Section 180(1)(a) of the Act inter alia for creation of mortgage or charge on the assets, properties or
undertaking(s) of the Company within the limits approved under Section 180(1)(c) of the Act.
For M/s N L Bhatia & Associates
Practicing Company Secretaries
UIN: P1996MH055800
UDIN: F005436C000249451

Bharat Upadhyay
Partner

Date : May 6, 2021 FCS: 5436


Place : Mumbai CP No. 4457
P/R No. 700/2020

106 | Blue Star Limited Annexure 3 to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

‘ANNEXURE A’
LIST OF OTHER APPLICABLE LAWS (including statutory amendments made thereto or amendments thereof for the time
being in force):
1. Maharashtra Shops and Establishments (Regulation of employment and conditions of service) Act, 2017, Rules thereunder
and other State Acts and rules thereunder, including statutory amendments made thereto.
2. Contract Labour (Regulation and Abolition) Act, 1970, and Contract Labour (Regulation and Abolition) Central Rules, 1971,
and applicable State Rules.
3. Industrial Employment (Standing Orders) Act, 1946 and Industrial Employment (Standing Orders) Central Rules, 1946, and
applicable State Rules.
4. Factories Act, 1948 and applicable State Rules.
5. Foreign Trade (Development and Regulation) Act, 1992.
6. Securities and Exchange Board of India Act, 1992.
7. The Building and Other Construction Workers’ (Regulation of Employment and Conditions of Service) Act, 1996 The Building
and Other Construction Workers’ (Regulation of Employment and Conditions of Service) Central Rules, 1998, The Building
and Other Construction Workers’ Welfare Cess Act, 1996 and Cess Rules, 1998 and applicable State Rules.
8. Industrial Disputes Act, 1947, and Industrial Disputes (Central) Rules, 1957, and applicable State Rules.
9. Apprentices Act, 1961, and Apprentices Rules, 1992.
10. Employee Compensation Act, 1923, and Workmen Compensation Rules, 1924 and applicable State Rules.
11. Employees’ State Insurance Act, 1948, and Employees’ State Insurance (Central) Rules, 1950, and Employees’ State Insurance
(General) Regulations, 1950.
12. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and Employees’ Provident Fund Scheme, 1952, and
Employees’ Pension Scheme, 1995, and Employees’ Deposit Linked Insurance Scheme, 1976.
13. Equal Remuneration Act, 1976, and Equal Remuneration Rules, 1976.
14. Maternity Benefit Act, 1961, and applicable State Rules.
15. Payment of Bonus Act, 1965, and Payment of Bonus Rules, 1975.
16. Payment of Wages Act, 1936, and Payment of Wages (Nomination) Rules, 2009 and applicable State Rules.
17. Minimum Wages Act, 1948, and Minimum Wages Rules, 1950 and applicable State Rules.
18. Payment of Gratuity Act, 1972, and applicable State Rules.
19. Bombay Labour Welfare Fund Act, 1953, rules thereunder and other State Acts and rules thereunder.
20. Food Safety and Standards Act, 2006, and Food Safety and Standards (Licensing and Registration of Food Businesses)
Regulation, 2011.
21. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
22. Information Technology Act, 2000, and Information Technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011.
23. Bureau of Indian Standards Act, 1986, and Indian Standard Code of Practice for Selection, Installation and Maintenance of
Portable First Aid Fire Extinguishers.

Annexure 3 to Board’s Report Blue Star Limited | 107


24. Maharashtra Fire Prevention and Life Safety Measures Act, Rules and other applicable States Acts and Rules as applicable.
25. Legal Metrology Act, 2009, and Legal Metrology (Enforcement) Rules, 2011, Legal Metrology Packaged Commodities Rules,
2011 and applicable State Rules.
26. Explosives Act, 1884, and Gas Cylinder Rule, 2004.
27. Petroleum Act, 1934, and Petroleum Rules, 2002.
28. Electricity Act, 2003, and Central Electricity Authority (Measures Relating to Safety and Electric Supply) Regulations,
2010.
29. Energy Conservation Act, 2001.
30. Income Tax Act, 1961, Central Goods and Services Tax Act, 2017; State Acts governing Profession Tax, Tax on Trades, Callings
and Employments Act and rules thereunder.
31. Environment (Protection) Act, 1986, and Hazardous and Other Wastes (Management and Transboundary Movement) Rules,
2016, Noise Pollution (Regulation and Control) Rules 2000, Environment (Protection) Rules, 1986, E-waste (Management)
Rules, 2016, Ozone Depleting Substances (Regulation and Control) Rules, 2000, Bio-Medical Waste Management Rules, 2016,
Batteries (Management and Handling) Rules, 2001.
32. Air (Prevention and Control of Pollution) Act, 1981, and Air (Prevention and Control of Pollution) (Union Territories) Rules,
1983 and applicable State Rules.
33. Water (Prevention and Control of Pollution) Act, 1974, and Water (Prevention and Control of Pollution) Rules, 1975, and
applicable State Rules.
34. Cigarettes and Other Tobacco Products (Prohibition of Advertisement and Regulation of Trade and Commerce, Production,
Supply and Distribution) Act, 2003.
35. Bombay Provincial Municipal Corporation Act, 1949.
36. Disaster Management Act, 2005, and the rules framed thereunder
37. Plastic Waste Management Rules, 2016
38. Any other Central and State Acts and rules made thereunder, as may be applicable

108 | Blue Star Limited Annexure 3 to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

Annexure 3A to Board’s Report


SECRETARIAL AUDIT REPORT

To,
The Members,
BLUE STAR ENGINEERING & ELECTRONICS LIMITED
Our report of even date is to be read along with this letter.
(1) Maintenance of Secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
(2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
(3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
(4) Where ever required we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
(5) The compliance of the provisions of Corporate and other Applicable laws, rules, regulations, standard is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
(6) The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness
with which the management has conducted the affairs of the company.
For M/s N L Bhatia & Associates
Practicing Company Secretaries
UIN: P1996MH055800
UDIN: F005436C000172691

Bharat Upadhyay
Partner
Date : April 24, 2021 FCS: 5436
Place : Mumbai CP No. 4457
P/R No. 700/2020

Annexure 3A to Board’s Report Blue Star Limited | 109


FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
BLUE STAR ENGINEERING & ELECTRONICS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Blue Star Engineering & Electronics Limited (hereinafter called the ‘Company’). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers, minutes book, forms and returns filed and other records maintained by
the Company and also the information provided by the Company, its officers, agents and authorised representatives during the
conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial
year ended on March 31, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper
Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minutes book, forms and returns filed and other records maintained by the Company for
the financial year ended on March 31, 2021, according to the provisions of:
1. The Companies Act, 2013 (the ‘Act’) and the Rules and Amendment(s) made thereunder (to the extent notified);
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; Not applicable
3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable read with
notifications, directions and circulars issued by the Reserve Bank of India;
4. The Depositories Act, 1996 and amendments thereof and the Regulations and bye-laws framed thereunder; Not applicable
5. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 and amendments
thereto (‘SEBI Act’); Not applicable
6. Other applicable Laws as per list attached as ‘Annexure A’ to this report.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted as per Companies Act 2013. Company is not
required to appoint Independent Director as per Rule 4(2) Companies (Appointment and Qualification of Directors) Rules, 2014.
There were no changes in the composition of the Board of Directors during the period under review.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting. The Company has complied with the Secretarial Standards
in respect of the Meetings of its Members and its Committees.
All the decisions taken in the Board Meetings were passed unanimously and with requisite majority in General Meetings.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period there were no specific events/ actions having a major bearing on the Company’s
affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
For M/s N L Bhatia & Associates
Practicing Company Secretaries
UIN: P1996MH055800
UDIN: F005436C000172691

Bharat Upadhyay
Partner

Date : April 24, 2021 FCS: 5436


Place : Mumbai CP No. 4457
P/R No. 700/2020

110 | Blue Star Limited Annexure 3A to Board’s Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

‘ANNEXURE A’
LIST OF OTHER APPLICABLE LAWS (including statutory amendments made thereto or amendments thereof for the time
being in force):
1. Maharashtra Shops and Establishments (Regulation of employment and conditions of service) Act, 2017, Rules thereunder
and other State Acts and Rules thereunder, including statutory amendments made thereto.
2. Contract Labour (Regulation and Abolition) Act, 1970, and Contract Labour (Regulation and Abolition) Central Rules, 1971,
and applicable State Rules.
3. Industrial Employment (Standing Orders) Act, 1946, and Industrial Employment (Standing Orders) Central Rules, 1946, and
applicable State Rules.
4. Employee’s State Insurance Act, 1948, and Employees’ State Insurance (Central) Rules, 1950, and Employees’ State Insurance
(General) Regulations, 1950.
5. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, and Employees’ Provident Fund Scheme, 1952, and
Employees’ Pension Scheme, 1995, and Employees’ Deposit Linked Insurance Scheme, 1976.
6. Equal Remuneration Act, 1976, and Equal Remuneration Rules, 1976.
7. Maternity Benefit Act, 1961, and applicable State Rules
8. Payment of Bonus Act, 1965, and Payment of Bonus Rules, 1975
9. Payment of Wages Act, 1936, and Payment of Wages (Nomination) Rules, 2009, and applicable State Rules.
10. Minimum Wages Act, 1948, and Minimum Wages Rules, 1950, and applicable State Rules.
11. Payment of Gratuity Act, 1972, and applicable State Rules.
12. Bombay Labour Welfare Fund Act, 1953 Rules thereunder and other State Acts and Rules thereunder.
13. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
14. Information Technology Act, 2000, and Information Technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011.
15. Income Tax Act, 1961, Central Goods and Services Tax Act, 2017; State Acts governing Profession Tax, Tax on Trades, Callings
and Employments Act and rules thereunder.
16. Environment (Protection) Act, 1986, and E-Waste (Management) Rules, 2016, Batteries (Management & Handling) Rules,
2001.
17. Legal Metrology Act 2009, Legal Metrology (Packaged Commodities) Rules 2011, and Legal Metrology (Enforcement) Rules,
2011, and applicable State Rules.
18. Medical Devices Rules, 2017
19. Any other Central and State Acts and Rules made thereunder, as may be applicable.

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Introduction | Integrated Report | Statutory Reports | Financial Statements

Corporate Governance Report


COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate governance refers to the manner in which a corporation is governed, directed and managed. Corporate governance
essentially involves balancing the interests of all stakeholders, such as shareholders, Board of Directors, management team,
employees, customers, suppliers, bankers, government and the community. Sound corporate governance practices rest on the
basic principles of transparency, accountability, integrity, reliability, independence and security. Corporate governance facilitates
effective, entrepreneurial and prudent management which can deliver sustainable business results over a long-term. Good
corporate governance creates an in-built mechanism of checks and balances to ensure that the decision-making powers vested
in the executive management are used with care and responsibility to meet stakeholders’ aspirations and societal expectations.
We, at Blue Star, continuously strive to adopt and implement the best in class governance practices. Responsible corporate conduct
is integral to the way we do our business, referred to by us as “The Blue Star Way”. Our actions are governed by our values and
principles, which are reinforced at all levels within the Company. The Company’s governance framework enjoins us to follow the
highest standards of ethical and responsible conduct of business, so as to create value for all stakeholders. We firmly believe that,
for our continued success, we will need to consistently adhere to the highest standards of corporate behaviour towards every
stakeholder and the society at large. Over the years, we have strengthened our governance practices, and it is our endeavour
to achieve best-in-class governance standards, benchmarked globally. Our governance practices and ethical conduct have also
received recognition and acknowledgement from independent professional bodies.
VISION, CREDO, VALUES AND BELIEFS
We have consistently followed the principles of good corporate governance through transparency, accountability, fair dealings,
and the promotion of mutual trust. Our Values and Beliefs have become a way of life in the Company, and each employee is
responsible for adherence to our Values.
It is our commitment to do business with integrity, honesty and fairness. With a view to achieve this, we have defined our Vision,
Credo, Values and Beliefs as follows:
Blue Star’s Vision is, “To dream, to strive, to care and, above all, to be the best in everything we do.”
Our Credo is, “I am Blue Star. I take pride in delivering a world-class customer experience.”
The Company’s core Values and Beliefs are:
• Be a company that is a pleasure to do business with.
• Win our people’s hearts and minds.
• Continuously improve shareholder value.
• Give primacy to meritocracy and professional management.
• Place the Company’s interest above one’s own.
• Conduct business with personal integrity and ethics.
• Treat business partners as respected members of our organisation.
• Encourage learning, experimentation and innovation in what we do.
• Ensure high standards of corporate governance.
• Work in a boundaryless manner between various functions to provide the best solutions to customers.
• Be a good corporate citizen.
The Company confirms compliance to the corporate governance practices as enshrined in the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’),
details whereof for the financial year ended March 31, 2021, are as set out hereunder:

BOARD OF DIRECTORS
The Board of Directors is the primary stakeholder influencing the standards of, and practices relating to, corporate governance.
An active, well-informed and independent board safeguards and maintains sound corporate governance across all the functions.
The Board oversees how the management safeguards the interests of all stakeholders. The Board of Directors is entrusted with
the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested
with requisite powers, authorities and duties. The Board of Directors provides a long-term vision and policy approach which
improves the quality of governance. It sets out the overall corporate objectives and provides direction and independence to the
management to achieve these objectives for value creation through sustainable profitable growth.

Corporate Governance Report Blue Star Limited | 113


COMPOSITION OF THE BOARD
The Company has a balanced and diverse Board. The Company’s Board has an optimum mix of Executive and Non-Executive
Directors, to maintain independence and separate the functions of governance and management. The composition of the Board
is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Companies Act, 2013 (the ‘Act’). As on
March 31, 2021, the Board comprised ten Directors. Out of the ten, eight (i.e. 80 percent) were Non-Executive Directors, and five (i.e.
50 percent) were Independent Directors. The Board comprised two women Directors, out of whom one is an Independent Director.
The Chairman of the Board is an Independent Director. The Chairman presides over the meetings of the Board and of the
shareholders of the Company. He leads the Board and ensures effective communication among the Directors. He is responsible
for guiding implementation of all the initiatives relating to corporate governance. He ensures effectiveness of the Board and its
Committees and evaluates the performance of individual directors in fulfilling their roles and responsibilities.
The Executive Directors assume overall responsibility for strategic management of the business and corporate functions including
oversight of governance processes and ensuring top management’s operating effectiveness. They act as a link between the Board
and the Management of the Company and are responsible for managing and reviewing the roles and responsibilities of other
executive officials including the Business Heads, Group Chief Financial Officer, Company Secretary and other senior management
personnel.
The Non-Executive Directors/Independent Directors play a critical role in providing balance to the Board processes with their
independent judgment on issues involving strategy, performance, market dynamics, resources, and overall governance, besides
providing the Board with valuable inputs based on their professional expertise.
The Company’s Board comprises eminent professionals having sound knowledge, relevant expertise and experience in the areas
of finance, legal, advertising, sales, marketing, technology, human resources and general business management. The Company has
established systems and procedures to ensure that the Board of Directors are kept well informed and well equipped to fulfill their
overall responsibilities and to provide management with the strategic direction needed to create long-term shareholder value.
The composition of the Board of Directors and the number of directorships and committee positions held by them as on
March 31, 2021, are as under:

Particulars of Directorships, Committee


Memberships/Chairmanships as on March 31, 2021
Name of Director Category Number of
Directorship(s) Committee Committee
Directorships 1
held in public Memberships2 Chairmanships2
listed companies
Shailesh Haribhakti Non-Executive Independent Chairman 18 7 10 5

Vir S Advani Vice Chairman & Managing Director 3 1 - -

B Thiagarajan Managing Director 2 1 2 -

Sam Balsara Independent Director 18 1 - -

Rumjhum Chatterjee Independent Director 5 2 - -

Anil Harish Independent Director 5 3 4 4

Rajiv R Lulla Non-Executive Director 5 1 1 -

Sunaina Murthy Non-Executive Director 1 1 - -

Arvind K Singhal Independent Director 10 3 2 -

Dinesh N Vaswani Non-Executive Director 2 1 - -


1
Directorships held by the Directors as mentioned above consist of Directorships held in public limited companies and private limited companies but excludes directorships
held in foreign companies and companies registered under section 8 of the Act.
2
In accordance with Regulation 26 of the Listing Regulations, Memberships/Chairmanships of two Committees, namely Audit Committee and Stakeholders’ Relationship
Committee, have been considered. Committee memberships include Chairmanships.

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None of the Directors is a Director on the Board of more than 10 public limited companies or acts as an Independent Director
in more than 7 listed companies. Further, 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 Vir S Advani and Sunaina Murthy, who are related, none of the Directors is a relative of the other, as defined under the Act.
Details of listed entity(ies) in which the Directors hold directorship as on March 31, 2021:

Name of Director Name of Listed Entity(ies) Category

Shailesh Haribhakti - Blue Star Limited Independent Director

- Torrent Pharmaceuticals Limited Independent Director

- L&T Finance Holdings Limited Independent Director

- Future Lifestyle Fashions Limited Independent Director

- Ambuja Cements Limited Independent Director

- Bajaj Electricals Limited Independent Director

- ACC Limited Independent Director

Vir S Advani - Blue Star Limited Executive Promoter Director

B Thiagarajan - Blue Star Limited Executive Director

Sam Balsara - Blue Star Limited Independent Director

Rumjhum Chatterjee - Blue Star Limited Independent Director

- Somany Ceramics Limited Independent Director

Anil Harish - Blue Star Limited Independent Director

- NXT Digital Limited Independent Director


(formerly known as Hinduja Ventures Limited)

- Hinduja Global Solutions Limited Independent Director

Rajiv R Lulla - Blue Star Limited Non-Executive Promoter Director

Sunaina Murthy - Blue Star Limited Non-Executive Promoter Director

Arvind K Singhal - Blue Star Limited Independent Director

- Welspun India Limited Independent Director

- Greaves Cotton Limited Independent Director

Dinesh N Vaswani - Blue Star Limited Non-Executive Promoter Director

CORE SKILLS REQUIRED IN THE CONTEXT OF COMPANY’S BUSINESS


The Company inducts distinguished individuals with expertise across diverse fields, as Directors on its Board. Members with
high levels of integrity, appropriate qualifications, skills and expertise, and with the ability to contribute to the growth of the
Company get nominated for this role.

Corporate Governance Report Blue Star Limited | 115


The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company:

- Comprehend the socio-economic, political, legal, regulatory and competitive environment in which
Strategy &
the Company is operating and provide insights to identify the risks, threats and opportunities for the
Business Planning
Company’s businesses

- Analyse the Company’s financial and operating performance and provide oversight of capital allocation
Financial Acumen
and returns

- Support management to develop policies to identity and retain the best talent; to develop people at all
Human Capital
levels and make them future-ready; and to institutionalise succession planning for critical positions

- Monitor and guide statutory and regulatory compliance and contribute towards setting and upholding
Governance the highest standards of ethics, integrity and organisational conduct. Understand the key risks impacting
the Company’s businesses and contribute towards development of systems and controls for risk mitigation

Stakeholder Value - Enable shareholder value creation while ensuring interventions that create a positive and sustainable
Creation impact on society

All these skills are adequately available with the Board members.
In the table below, the primary/dominant area(s) of expertise of individual Board members have been highlighted. However, the
absence of a mark against a member’s name does not mean that the member does not possess the corresponding qualification
or skill.

Area of Expertise
Name of Director Strategy & Stakeholder
Financial Acumen Human Capital Governance
Business planning Value Creation
Shailesh Haribhakti    
Vir S Advani     
B Thiagarajan     
Sam Balsara   
Rumjhum Chatterjee   
Anil Harish   
Rajiv R Lulla    
Sunaina Murthy   
Arvind K Singhal   
Dinesh N Vaswani    

CONFIRMATION ON INDEPENDENCE OF DIRECTORS


The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria
of independence prescribed under the Act and the Listing Regulations and in the opinion of the Board the Independent Directors
fulfill the said criteria and are independent of the Management.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS


A certificate from M/s N L Bhatia & Associates, Practicing Company Secretaries, has been issued, confirming that none of the
Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a director by
the Securities and Exchange Board of India (SEBI)/Ministry of Corporate Affairs or any such statutory authority. The certificate is
appended as an Annexure to this report.

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BOARD MEETINGS
A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the
Company. Apart from this, additional Board Meetings are convened to address specific needs of the Company.
There could be instances where it may not be possible for each of the Directors to be physically present at all the meetings. In such
cases, video conferencing facilities are provided to enable their participation. During the current financial year, due to COVID-19
pandemic, all the meetings were held over video conferencing.
The agenda and agenda notes are circulated to all the Directors well in advance, usually a week before the meeting. All the
agenda items are backed by agenda notes and relevant supporting papers to ensure adequate flow of information from the
Management, and to enable the Directors to have focused discussions at the meeting and take informed decisions. All relevant
information as mentioned in Part A of Schedule II of the Listing Regulations were tabled before the Board. Agenda of the meetings
and the supporting documents and information are circulated to the Directors on a board meeting application through a secure
IT platform, to ensure integrity and confidentiality of data.
Draft Minutes of the Board/Committee meetings are circulated to all the Directors for their inputs within 15 days of the meeting,
and after incorporating comments so received from the Directors, the minutes are recorded and entered in the minutes book
within 30 days from the date of conclusion of the meeting.

NUMBER OF MEETINGS HELD BY THE BOARD


During the financial year, the Board met seven times. The meetings were held on April 30, 2020; May 12, 2020; July 17, 2020;
August 6, 2020; October 28, 2020; January 29, 2021; and March 15, 2021. The gap between two consecutive Board meetings did
not exceed 120 days.
The Company had convened its last Annual General Meeting on August 6, 2020.
Attendance of the Directors at the Board meetings and at the last Annual General Meeting is as under:

Attendance
Name of Director Category
Board Meeting Last AGM (Y/N/NA)
Shailesh Haribhakti Non-Executive Independent Chairman 7 Y
Vir S Advani Vice Chairman & Managing Director 7 Y
B Thiagarajan Managing Director 7 Y
Sam Balsara Independent Director 6 Y
Rumjhum Chatterjee Independent Director 7 Y
Anil Harish Independent Director 6 Y
Rajiv R Lulla Non-Executive Director 7 Y
Sunaina Murthy Non-Executive Director 7 Y
Arvind K Singhal Independent Director 7 Y
Dinesh N Vaswani Non-Executive Director 7 Y

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 from him/her as an Independent Director of the Company. The Company’s management
makes business presentations periodically at the Board meetings to familiarise Independent Directors with the strategy, operations
and functioning of the Company.
Such presentations help them to 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

Corporate Governance Report Blue Star Limited | 117


perspective of the Company’s business and regulatory framework. A structured induction programme for new Directors is also
organised, where they get to meet and interact with all senior leaders of business divisions and functions to obtain an in-depth
understanding of the Company’s business. Field and factory visits are also organised for the new Directors to gain hands-on
understanding and knowledge of the business operations.
The details of familiarisation programmes imparted to the Independent Directors are available on the website of the Company
under the weblink at: https://www.bluestarindia.com/media/56472/familiarization-programme-for-independent-directors.pdf
PERFORMANCE EVALUATION
The Board carries out an annual performance evaluation comprising review of the performance of the Directors individually
as well as the evaluation of the working of the entire Board and its Committees. For this purpose, a structured questionnaire is
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 the stakeholders.
The performance of the Chairman of the Board is evaluated on parameters such as level of engagement and contribution, ability
to encourage frank and free discussions among Board members, relationships with Board members and guidance in case of
complex issues.
The performance evaluation criteria for the Directors are determined by the Nomination and Remuneration Committee. The
factors on which evaluation is carried out include: (i) qualifications, experience, understanding and knowledge of business and
sector, (ii) availability and attendance at meetings, (iii) openness in debating complex issues and facilitating decision making,
exercising own judgment, (iv) adding value to the strategic direction and image makeover of the Company, (v) ensuring integrity,
regulatory compliance and controls as required, (vi) level of preparedness, engagement and participation at various meetings,
(vii) guidance and support to the leadership team as required, (viii) ability to function as a team member, actively taking initiatives
in various areas, commitment to the Board and the Company, (ix) keeping shareholder’s and other stakeholder’s interests in
mind while voicing views and making recommendations, and (x) expressing independent views, opinion and judgments freely.
In accordance with provisions of the Act and the Listing Regulations, a meeting of the Independent Directors of the Company
was also held on March 16, 2021, to discuss the following for FY21:
• 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’s management and the Board is necessary for
the Board to effectively and reasonably perform its duties.
In the financial year 2019-20, the Independent Directors had observed that there should be a deeper management engagement with
the Committees of the Board, viz., Nomination and Remuneration Committee, Investor Grievance cum Stakeholders’ Relationship
Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Company was advised to organise
structured education and information sharing for the Directors by inviting external experts to speak on various emerging issues
impacting the governance of the Company. These observations were implemented during the financial year 2020-21, except
for the interactions with external speakers, due to prioritization of focus on other strategic priorities arising from the disruptions
caused by COVID-19, pandemic.
In the Board evaluation carried out for the financial year 2020-21, the Independent Directors observed that the Chairpersons of
the Committees should be requested to provide key updates to the Board on the outcome of their Committee’s initiatives at least
twice a year. The Company was also advised to put in place a mechanism to communicate the progress on Environmental, Social,
and Corporate Governance (ESG) initiatives amongst all the relevant stakeholders. Enterprise Risk Management framework shall
adequately address the emerging risks associated with the strategic plan of the Company post the pandemic.
The outcome of the evaluation was presented to the Board along with the course of actions proposed to be taken up for
implementing the above observations.

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CODE OF CONDUCT
While operating in a competitive and demanding market, the Company had published a comprehensive code of conduct for
its Board members, employees and business partners that requires strict adherence to our corporate values while delivering a
world-class customer experience. The Company makes conscious efforts to align its employees and business partners with the
Blue Star code of conduct. During the year, the Company conducted e-learning courses to acquaint the employees about the
applicability of the Code of Conduct in the normal course of their working. All the members of the Board and Senior Management
Personnel have affirmed compliance with the code of conduct as on March 31, 2021. A declaration to the effect, confirming the
same signed by the Managing Director of the Company, forms part of this Report. In addition, adherence to the Code of Conduct
has also been made applicable to the business partners viz. dealers, distributors, vendors and service providers.
The Company’s Code of Conduct is available on the website of the Company under the weblink at:
https://www.bluestarindia.com/media/271526/code-of-conduct.pdf

CORPORATE SAFETY POLICY


The Company firmly believes that the safety of its employees and all the stakeholders associated with the Company’s project sites,
manufacturing facilities, customer premises and office locations is of utmost importance. Safety is an essential and integral part
of the Company’s work activities. The Company 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 workplace. Accordingly, health and safety
awareness programmes and safety audits are conducted regularly. Safety protocols have been documented and get shared across
the organisation regularly. During the financial year 2021, a number of health and safety measures were taken up to mitigate the
health risks presented by the Covid-19 pandemic. These measures included provision of PPE kits, rolling out health advisories
and implementation of Covid safety protocols across all of the Company’s establishments. The Company also provided active
health management support to various stakeholders and their families during the year.

COMMITTEES OF THE BOARD


The Committees of the Board include the Audit Committee, Nomination and Remuneration Committee, Investor Grievance cum
Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Executive
Management Committee, Share Transfer Committee and Debenture Committee. These Committees assist the Board in discharging
its specific functions in which more focused and extensive discussions are required.
The role, composition and other details of the aforesaid Committees are given below:
A. AUDIT COMMITTEE
The Audit Committee of the Company oversees the financial reporting process of the Company. The powers and role of the
Audit Committee are in accordance with the Listing Regulations and the Act. The Audit Committee is governed by the terms of
reference which are in line with the regulatory requirements of the Act and the Listing Regulations.
As on March 31, 2021, the Committee comprised four directors:
• Anil Harish, Chairman
• B Thiagarajan
• Shailesh Haribhakti
• Arvind K Singhal
The composition of the Audit Committee is in line with the requirements of Section 177 of the Act and Regulation 18 of the
Listing Regulations.

NUMBER OF MEETINGS HELD BY THE COMMITTEE


During the financial year, this Committee met 5 times. The meetings were held on May 12, 2020; August 6, 2020; October 28, 2020;
January 29, 2021; and March 4, 2021.

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The attendance of the Committee members is given below:

Name of the Member No. of meetings attended


Anil Harish, Chairman 5
B Thiagarajan 5
Shailesh Haribhakti 5
Arvind K Singhal 5
The gap between two consecutive meetings did not exceed 120 days.
The Chairman of the Audit Committee was present at the last Annual General Meeting.

TERMS OF REFERENCE
A. Financial reporting and financial reporting processes, internal controls:
1. Oversee the Company’s financial reporting process, its overall internal controls and the disclosure of its financial information
submitted to the stock exchanges, regulatory authorities or the public, and 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 the Management, annual financial statements and the 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 of Section 134 of the Act.
b) Changes, if any, in the accounting policies and reasons for the same.
c) Major accounting entries based on exercise of 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, if any.
4. Review any accounting adjustments that were noted or proposed by the statutory auditors but were not passed (as
immaterial or otherwise).
5. Review with the Management quarterly financial statements before submission to the Board for approval.
6. Review with the Management, statement of use/application of funds raised through an issue (public, rights, preferential
issue, etc.), 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 make
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 processes.
8. Approve or action any subsequent modification of transactions of the Company with the related parties.
9. Scrutinise inter-corporate loans and investments.
10. Conduct valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluate internal financial controls and risk management systems.
12. Review with the Management the performance of statutory and internal auditors, and adequacy of the internal control
systems.
13. Review 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.

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14. Discuss with internal auditors any significant findings and follow up thereon.
15. Review the findings of any internal investigations by the internal auditors in the matters where there is a suspected fraud
or irregularity or a failure of internal control systems of a material nature and report the matter to the Board.
16. Discuss 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. Look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, stakeholders
(in case of non-payment of declared dividends) and creditors.
18. Approve appointment of the Chief Financial Officer after assessing the qualifications, experience and background 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 or a professional firm of internal
auditors.
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 the 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 the 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 performance of the statutory auditors.
5. Review and discuss the scope of the statutory auditors’ annual audit.
6. Review 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.

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3. Consider and approve, in consultation with the Statutory Auditors and the Internal Auditors, the annual scope and plan
of the Company’s internal audit and any significant changes thereto.
4. Review with the Internal Auditors 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 Auditors 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 Auditors, to discuss any matters that the Committee or the Chief
Internal Auditor/engagement partner at the internal audit firm believes should be discussed separately.

B. NOMINATION AND REMUNERATION COMMITTEE


The Nomination and Remuneration Committee is responsible for devising criteria for determining qualifications, attributes and
independence of the Directors. It is also responsible for identifying persons to be appointed at Senior Management levels as well
as devising remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel.
The composition of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations.
As on March 31, 2021, the Committee comprised four directors:
• Sam Balsara, Chairman
• Rumjhum Chatterjee
• Sunaina Murthy
• Dinesh N Vaswani
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting.

MEETINGS HELD BY THE NOMINATION AND REMUNERATION COMMITTEE


During the financial year, the Committee met three times. The meetings were held on April 23, 2020 (and adjourned on
May 7, 2020); July 20, 2020; and January 18, 2021.
The attendance of the Committee members is given below:

Name of the Member No. of meetings attended


Sam Balsara, Chairman 3
Rumjhum Chatterjee 3
Sunaina Murthy 3
Dinesh N Vaswani 3

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 Directors’ retirement policies and appropriate succession plans, and determine 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.

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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 Key Managerial Personnel and Senior Management
comprising the working directors and the leadership team.
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. To recommend to the Board, all remuneration, in whatever form, payable to the Key Managerial Personnel and Senior
Management Personnel.
6. Such other matters as may be required under the Act and Listing Regulations.

REMUNERATION OF DIRECTORS
The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission, performance
linked incentives and stock options (variable component) to its Vice Chairman & Managing Director and Managing Director. Annual
increments are decided by the Nomination and Remuneration Committee, within the salary scale approved by the members
of the Company. The Nomination and Remuneration Committee recommends to the Board, the remuneration payable to the
Vice Chairman & Managing Director and Managing Director out of the net profits for the financial year, and within the ceilings
prescribed under the Act, based on their performance and the performance of the Company. Services of the executive directors
may be terminated by either party, giving the other party six months’ notice. There is no separate provision for payment of any
severance fees.
The Non-Executive Directors are, in addition to sitting fees, paid a commission based on the net profits of the Company, in
accordance with the Act and Nomination and Remuneration Policy of the Company. The remuneration structure and criteria for
determining performance-based compensation are provided in the Nomination and Remuneration Policy.
During the financial year, none of the Non-Executive Directors had received remuneration exceeding 50% of the total remuneration
paid to the Non-Executive Directors. The annual remuneration of Vir S Advani who is an Executive Promoter Director, was within
the limits specified under Regulation 17(6)(e) of the Listing Regulations i.e.higher of `5 crores or 2.5% of Net Profits.
The Nomination and Remuneration Policy is available on the website of the Company under the weblink at:
https://www.bluestarindia.com/media/217800/blue-star-nrc-policy.pdf
The details of amount paid/provided towards Directors’ remuneration are as follows:
(` in lakhs)

Performance
Sitting
Name Salary Retirals Perquisites Commission Linked Total
Fees
Incentive
Shailesh Haribhakti - - - 16.00 - 9.50 25.50
Vir S Advani 104.23 33.16 102.61 105.00 155.00 - 500.00
B Thiagarajan 104.23 33.16 102.61 105.00 159.00 - 504.00
Sam Balsara - - - 8.00 - 8.00 16.00
Rumjhum Chatterjee - - - 8.00 - 9.75 17.75
Anil Harish - - - 8.00 - 9.25 17.25
Rajiv R Lulla - - - 8.00 - 7.75 15.75
Sunaina Murthy - - - 8.00 - 9.25 17.25
Arvind K Singhal - - - 8.00 - 9.50 17.50
Dinesh N Vaswani - - - 8.00 - 8.25 16.25

Corporate Governance Report Blue Star Limited | 123


DIRECTOR SHAREHOLDING
AS ON MARCH 31, 2021

Name of Director No. of Shares held Percentage (%)


Shailesh Haribhakti - -
Vir S Advani 10,74,625 1.12
B Thiagarajan 72,800 0.08
Sam Balsara 10,566 0.01
Rumjhum Chatterjee - -
Anil Harish - -
Rajiv R Lulla - -
Sunaina Murthy 72,525 0.08
Arvind K Singhal - -
Dinesh N Vaswani 26,944 0.03
Total 12,57,460 1.31

C. INVESTOR GRIEVANCE CUM STAKEHOLDERS’ RELATIONSHIP COMMITTEE


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 investor related matters.
In addition, the Committee also looks into matters, which facilitate investors’ services and relations.
The composition of the Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations.
As on March 31, 2021, the Committee comprised three directors:
• Anil Harish, Chairman
• B Thiagarajan
• Rajiv R Lulla
During the financial year, the meeting of this Committee was held on January 13, 2021. The Meeting was attended by all the
members.
The Chairman of the Committee was present at the last Annual General Meeting.
TERMS OF REFERENCE
1. Resolve the grievances of the security holders of the Company (including complaints related to transfer/transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings).
2. Review measures taken for effective exercise of voting rights by the shareholders.
3. Review adherence to the service standards adopted by the Company in respect of various services being rendered by the
Registrar & Transfer Agent (RTA).
4. Review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
5. Review and monitor the timely transfer of the unclaimed dividend and equity shares to the Investor Education and Protection
Fund (IEPF) pursuant to the relevant statutory provisions.
6. Review the Company’s share price movements in relation to the benchmarks and monitor material share trading transactions
undertaken by Institutional Investors involving the Company’s shares.
7. Review Analysts’ recommendations on the Company’s stock, ensure that the management regularly holds meetings with the
Fund Managers and Analysts and major concerns reported by the Fund Managers and Analysts are reviewed.
8. Review resolution of shareholders complaints.

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9. Monitor investor’s relations initiatives and provide an update to the Board on a half yearly basis about various activities and
measures undertaken by the Company.
10. Review the outcome and response arising from various press clippings, press conference, TV interviews and formal media
interaction from time to time.
11. Review adequacy of the Committee charter and recommend changes to the Board from time to time.

INVESTORS’ COMPLAINTS
During the year under review, the Company received 7 complaints and all the complaints were resolved to the satisfaction of the
shareholders. There were no complaints pending for resolution as on March 31, 2021. Further during the year, the complaints
received from the investors were mainly pertaining to non-receipt of dividend and share certificates, etc.
COMPLIANCE OFFICER
Vijay Devadiga (up to June 4, 2021) Neeraj Basur (w.e.f. June 5, 2021)
Company Secretary & Compliance Officer Group Chief Financial Officer, Company Secretary & Compliance Officer
Tel: 022 6654 4000 Tel: 022 6654 4000
Email: [email protected] Email: [email protected]

D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE


The CSR Committee has been constituted in accordance with the requirements of Section 135 of the Act. The Committee
recommends the CSR projects to be undertaken by the Company and also monitors its implementation status.
As on March 31, 2021, the Committee comprised three directors:
• B Thiagarajan, Chairman
• Rumjhum Chatterjee
• Sunaina Murthy
During the financial year, the meeting of this Committee was held on August 19, 2020; and January 14, 2021.
The attendance of the Committee members is given below:

Name of the Member No. of meetings attended


B Thiagarajan, Chairman 2
Rumjhum Chatterjee 2
Sunaina Murthy 2

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 Act.
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.
The detailed CSR Report, which forms a part of the Board’s Report, may be referred to, for further information on CSR.
E. RISK MANAGEMENT COMMITTEE
The Company has a robust risk management framework to identify, monitor and mitigate applicable risks. The Company has a
comprehensive Risk Management Policy which is periodically reviewed by the Risk Management Committee.
As on March 31, 2021, the Committee comprised four members:
• Vir S Advani, Chairman
• B Thiagarajan
• Rajiv R Lulla
• Neeraj Basur

Corporate Governance Report Blue Star Limited | 125


During the financial year, the Committee met four times. The meetings were held on July 24, 2020; October 19, 2020;
January 20, 2021; and March 24, 2021.
The attendance of the Committee members is given below:
Name of the Member No. of meetings attended
Vir S Advani, Chairman 4
B Thiagarajan 4
Rajiv R Lulla 4
Neeraj Basur 4

TERMS OF REFERENCE
1. Ensure that risk management and governance is integrated with the Company’s strategic objectives and facilitates performance
management as prescribed under the COSO 2017 Enterprise Risk Management framework.
2. Ensure that the risk management framework encourages business leaders to identify potential opportunities to grow the
business.
3. Ensure dissemination of pervasive risk awareness culture and the presence of appropriate two-way communication mechanism
for transparency and identification of risks and opportunities.
4. Annually review and approve the risk management policy and associated frameworks, processes and practices of the Company.
5. Ensure that the Company undertakes appropriate measures to achieve prudent balance between risk and opportunities in
both ongoing and new business activities.
6. Assist the Board in effective operation of the risk management systems by performing specialised analyses and quality reviews.
7. Ensure that the Company has a robust compliance framework. Review the compliance reports and ensure appropriate measures
for compliance adherence.
8. Maintain an aggregated view on the risk profile of the Company and its underlying business segments.
9. Report to the Board details on the risk exposures and actions taken to manage the exposures.
10. 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.
11. Make regular reports to the Audit Committee and Board on risk assessment and mitigation strategies adopted by the
Company.
12. Undertake such other assignments as may be mandated by the Board from time to time.

F. EXECUTIVE MANAGEMENT COMMITTEE


The Company has constituted an Executive Management Committee to approve matters relating to availing of financial facilities
pertaining to borrowings and investments, and to undertake/execute other operational and administrative matters of the Company.
As on March 31, 2021, the Committee comprised two directors:
• Vir S Advani, Chairman
• B Thiagarajan
During the financial year, the Committee met eleven times. The meetings were held on April 13, 2020; May 4, 2020; May 18, 2020;
July 17, 2020; August 6, 2020; September 4, 2020; October 28, 2020; December 16, 2020; January 29, 2021; February 15, 2021;
and March 18, 2021.
The meetings were attended by both the members.

G. SHARE TRANSFER COMMITTEE


The Share Transfer Committee is empowered to make allotment of all kinds of shares that may be issued by the Company from
time to time.

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As on March 31, 2021, the Committee comprised two directors:


• Vir S Advani, Chairman
• B Thiagarajan
During the financial year, there was no meeting of the Committee.

H. DEBENTURE COMMITTEE
The Debenture Committee was constituted by the Board of Directors on April 30, 2020, to look after all the matters relating to
the issuance of Non-Convertible Debentures.
As on March 31, 2021, the Debenture Committee comprised two directors:
• Vir S Advani, Chairman
• B Thiagarajan
During the financial year, the Committee met three times. The meetings were held on April 30, 2020; May 29, 2020; and
June 1, 2020. The meetings were attended by both the members.

CODE OF INTERNAL PROCEDURES AND CONDUCT FOR REGULATING, MONITORING AND


REPORTING OF TRADING BY INSIDERS AND CODE OF FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has a code of internal procedures
and conduct for regulating, monitoring and reporting of trading by insiders and code of fair disclosure of unpublished price sensitive
information for its Designated Persons and the code is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended
from time to time (‘Insider Trading Regulations’). The same is disclosed on the website of the Company under the weblink at:
https://www.bluestarindia.com/media/6013/code-of-conduct-insider-trading.pdf
Further, in accordance with the Insider Trading Regulations, the Company has formulated a written policy and procedures for
inquiry in case of any leak of Unpublished Price Sensitive Information (UPSI) or suspected leak of UPSI, to initiate appropriate
inquiries on becoming aware of leak or suspected leak of UPSI and inform to Stock Exchanges promptly of such leaks, inquiries
and results of such inquiries. This policy is adopted and also disclosed on the website of the Company under the weblink at:
https://www.bluestarindia.com/media/236290/policy-on-procedure-of-inquiry-in-case-of-leak-of-unpublished-price-sensitive-information.pdf

SUBSIDIARY COMPANIES
Blue Star Engineering & Electronics Limited, Blue Star Qatar WLL, Blue Star International FZCO, Blue Star Systems and Solutions
LLC and BSL AC&R (Singapore) Pte Ltd are the five subsidiaries of the Company. As on March 31, 2021, none of the Subsidiaries
have exceeded the threshold of 20% of consolidated income or net worth determining the materiality for appointment of an
Independent Director of the Company on the board of the material unlisted subsidiary as per Regulation 24 of the Listing Regulations.
Blue Star Engineering & Electronics Limited, a wholly owned subsidiary of the Company is a material unlisted subsidiary of the
Company however it has not exceeded the above mentioned threshold.
In accordance with the Listing Regulations, the Company has in place a policy on determining material subsidiaries and the same
has been disclosed on the website of the Company at:
https://www.bluestarindia.com/media/6017/policy-for-determining-material-subsidiaries-26022019.pdf

RELATED PARTY TRANSACTIONS


All transactions entered into with related parties during the financial year, as defined under the Act and read with the Listing
Regulations, were in the ordinary course of business and at an arm’s length pricing 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 a policy for
related party transactions, and the same is disclosed on the website of the Company at:
https://www.bluestarindia.com/media/78799/policy-for-transaction-with-related-parties.pdf

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COMMODITY PRICE RISK/FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
The Company mitigates commodity price risk by entering into appropriate rate contracts with major suppliers which factors in
price commitments for a time period by the suppliers. This approach provides sufficient mitigation against volatility in commodity
rates. Disclosure pursuant to SEBI circular dated November 15, 2018 is as below:

% of such exposure hedged through commodity derivatives


Exposure
Exposure
Commodity Name in quantity Domestic market International market
(` in crores) Total
(MT)
OTC Exchange OTC Exchange
Copper 130 2146 - - - - -
Aluminium 41 1740 - - - - -

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,


PROHIBITION AND REDRESSAL) ACT, 2013 (THE ‘POSH ACT’)
The details of the complaints filed, disposed of and pending during the financial year under the POSH Act, related to sexual
harassment has been disclosed in the Business Responsibility Report forming part of this Annual Report.

OTHER DISCLOSURES
1. The details of transactions with related parties are given in note no. 39 to the standalone financial statements for the year
ended March 31, 2021. 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 by the stock exchanges, SEBI or any statutory authority during the last three years.
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 the discretionary requirements such as ensuring financial
statements with unmodified audit opinion, separation of the post of Chairman and Managing Director, and reporting of
internal auditor directly to the Audit Committee.
4. The Company has followed all relevant Indian 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
and directors of the Company to enable them to report on any frauds/irregularities by way of complaints. The Whistle Blower
Policy provides direct access to the Chairman of the Audit Committee in exceptional cases and no person was denied access
to the Audit Committee.
6. During the financial year, the Company has not raised funds through preferential allotment or qualified institutional placements
as specified in Regulation 32(7A) of the Listing Regulations. However, during the financial year, the Company has issued
Unsecured Non-Convertible Debentures (NCDs) amounting to `350 crores on a private placement basis, listed on the wholesale
debt market segment of National Stock Exchange of India Limited. The Company affirms that there has been no deviation or
variation in the utilisation of proceeds of its listed NCDs.
7. During the financial year, the Company has listed its Commercial Papers on National Stock Exchange of India Limited as
required under the applicable regulations.

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8. The details of total fees for all the services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all entities in the network firm/network entity of which the statutory auditor is a part, are as follows:
(` in crores)

Type of services March 31, 2021 March 31, 2020


Audit fee 1.02 1.02
Limited review 0.24 0.24
Tax audit 0.09 0.08
Other services 0.21 0.21
Reimbursement of expenses 0.08 0.04
Total 1.64 1.59

COMPLIANCE WITH NON-MANDATORY PROVISIONS


In accordance with the Listing Regulations, effective April 1, 2022, the chairman of the board shall be non-executive and shall
not be related to the managing director as per the definition of the term ‘relative’ defined under the Act. The Company had
pro-actively adopted the said non-mandatory provision effective April 1, 2019, by appointing Mr Shailesh Haribhakti who is not
related to any of the Managing Directors of the Company, as the Chairman of the Board.

CONFIRMATION BY THE BOARD OF DIRECTORS’ ON ACCEPTANCE OF RECOMMENDATION OF


MANDATORY COMMITTEES
In accordance with the Listing Regulations, the Board of Directors confirms that during the financial year, it has accepted all the
recommendations received from its mandatory committees.

ANNUAL SECRETARIAL COMPLIANCE REPORT


Pursuant to SEBI vide its circular no. CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company is required to obtain an
Annual Secretarial Compliance Report from Practicing Company Secretary for the financial year ended March 31, 2021 for all the
applicable compliance as per the SEBI Regulations/Circulars/Guidelines issued thereunder. The Company has engaged M/s N L
Bhatia & Associates, Practicing Company Secretaries, for providing this certification. The Annual Secretarial Compliance Report
is required to be submitted to the Stock Exchanges within 60 days from the end of the financial year.

ANNUAL GENERAL MEETINGS


The last three Annual General Meetings were held as under:

Financial Details of Special


Date Venue Time
Year Resolutions
P. L. Deshpande Maharashtra Kala Academy,
August 8,
2017-18 (Ravindra Natya Mandir), Sayani Road, Next 10:00 a.m. None
2018
to ICICI Bank, Prabhadevi, Mumbai - 400 025
August 13, Jai Hind College Hall, Sitaram Deora Marg,
2018-19 3:30 p.m. None
2019 (“A” Road), Churchgate, Mumbai - 400 020
1) Re-appointment of Mr Vir S Advani
(DIN: 01571278) as Vice Chairman &
August 6, Video Conferencing/Other Audio Visual Managing Director of the Company;
2019-20 3:30 p.m.
2020 Means 2) Re-appointment of Mr B Thiagarajan
(DIN: 01790498) as Managing Director
of the Company

Corporate Governance Report Blue Star Limited | 129


POSTAL BALLOT
During the financial year 2020-21, special resolutions were passed through a Postal Ballot seeking members’ approval. Details of
these resolutions, along with their voting pattern, are provided below:
Votes in Favour Votes Against Invalid Votes

Particulars of Resolutions No. of No. of % of total No. of No. of % of total No. of No. of
members votes cast no. of members votes cast no. of members votes cast
voted by them votes voted by them votes voted by them
Special Resolutions:
Increasing the limits of
borrowing by the Board of
Directors of the Company 279 66770895 99.99 29 2992 0.01 N.A. N.A.
under section 180(1)(c) of
the Companies Act, 2013
Seeking approval under
Section 180(1)(a) of the
Companies Act, 2013 inter
alia for creation of mortgage 272 66685260 99.98 32 9937 0.02 N.A. N.A.
or charge on the assets,
properties or undertaking(s)
of the Company

VOTING PATTERN AND PROCEDURE FOR POSTAL BALLOT:


The Board of Directors of the Company at its meeting held on April 30, 2020, had appointed Mr Bharat Upadhyay (Membership
No. FCS 5436), failing him Mr N L Bhatia (Membership No. FCS 1176), and failing him Mr Bhaskar Upadhyay (Membership No. FCS
8663) of M/s N L Bhatia & Associates, Practicing Company Secretaries, as the Scrutiniser for conducting the postal ballot (remote
e-voting process).
Due to COVID-19 pandemic requiring social distancing, and in compliance with the General Circular no. 14/2020 and 17/2020
issued by the Ministry of Corporate Affairs (MCA), the Company had proposed special businesses for approval of the members
by way of a Postal Ballot only through a remote e-voting facility and the requirement of sending hard copy of the Postal Ballot
Notice along with Postal Ballot Forms and prepaid business reply envelope had been dispensed with. In compliance with the
requirements of MCA circulars, the Company had completed sending of Postal Ballot Notice dated April 30, 2020, on May 6, 2020,
by email to only those members who have their email addresses registered with Company/Depository Participants. The Postal
Ballot Notice was sent by email to all those members, whose names were appearing on the Register of Members/List of Beneficial
Owners, received from NSDL and CDSL as on the cut-off date i.e. May 1, 2020.
The e-voting period was kept open from Thursday, May 7, 2020 (9:00 hours IST) to Friday, June 5, 2020 (17:00 hours IST). NSDL
was engaged for the purpose of providing a remote e-voting facility to all its members. The e-voting facility was disabled by
NSDL for voting after the said date and time.
After completion of the voting process, the Scrutiniser had submitted his report dated June 5, 2020 and the results of the Postal
Ballot were announced.
As on the date of this report, the Company does not propose to pass any special resolution through Postal Ballot.

DETAILS OF UNCLAIMED SHARES IN TERMS OF REGULATION 39 OF THE LISTING REGULATIONS


In terms of Regulation 39(4) of the Listing Regulations, there are no equity shares lying in the suspense account.

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 of the Company are listed and the same were published in Economic
Times, Financial Express and Mumbai Lakshadeep. The financial results are also displayed on the website of the Company at
www.bluestarindia.com. Official press releases also feature on the website of the Company.

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The Company frequently holds meetings with institutional investors and analysts after declaration of the results, the same is
also available on the website. In addition, investor interactions by way of quarterly earnings concalls and participation in various
investor conferences are also organised throughout the year.

SHAREHOLDERS’ INFORMATION
ANNUAL GENERAL MEETING:
Date : August 4, 2021
Time : 3:30 p.m.
Venue : No physical meeting is required to be held, as per the General
Circular nos. 2/2021, 20/2020, 17/2020 and 14/2020 issued by
MCA, the meeting will be held through Video Conferencing/
Other Audio Visual Means.
Financial Year : April 1, 2020 to March 31, 2021

FINANCIAL CALENDAR (PROVISIONAL):


Unaudited results for the quarter ending June 30, 2021 : August, 2021
Unaudited results for the quarter ending September 30, 2021 : October, 2021
Unaudited results for the quarter ending December 31, 2021 : February, 2022
Audited results for the year ending March 31, 2022 : May, 2022
Record Date : July 23, 2021
Dividend Payment Date (if declared) : on or after August 4, 2021
LISTING ON STOCK EXCHANGES : BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
National Stock Exchange of India Ltd
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051
Listing fees as applicable have been paid
STOCK CODE : BSE Limited – 500067
National Stock Exchange of India Ltd – BLUESTARCO
NSDL/CDSL – ISIN : INE472A01039
CREDIT RATING OBTAINED DURING THE YEAR : During the year, there were no change in the credit ratings
obtained whereas the rating outlook for long-term bank
facilities has been revised from ‘Stable’ to ‘Negative’ on account
of change in economic outlook due to impact of COVID-19
pandemic and rated to AA+ (outlook: negative). The Company
has also obtained AA+ rating (outlook: negative) for its
Non-Convertible Debentures from CARE. CARE has reaffirmed A1+
rating for its short-term bank facilities and Commercial Papers.
CRISIL has reaffirmed A1+ rating for its Commercial Papers.

Corporate Governance Report Blue Star Limited | 131


MARKET PRICE DATA
(` per share)
BSE Limited National Stock Exchange of India Ltd
Financial Year
High Low High Low
2020
April 580.35 435.00 584.00 434.50
May 531.00 451.55 531.55 451.70
June 563.00 486.00 562.80 490.05
July 514.65 466.00 514.90 465.00
August 722.95 475.00 723.70 476.90
September 711.00 589.90 711.00 590.00
October 663.20 602.35 665.00 603.55
November 822.85 614.20 822.00 613.75
December 856.90 750.00 859.00 770.00
2021
January 833.00 703.60 828.80 702.00
February 874.85 701.00 875.00 728.65
March 973.20 810.15 976.60 809.95

PERFORMANCE - COMPARISON WITH BSE SENSEX

PERFORMANCE - COMPARISON WITH NSE NIFTY

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REGISTRAR & TRANSFER AGENTS


Link Intime India Private Limited
C 101, 247 Park,
L.B.S. Marg, Vikhroli (West)
Mumbai - 400 083
Tel: +91 22 4918 6000
Fax: +91 22 4918 6060
Email: [email protected]

DEBENTURE TRUSTEE
IDBI Trusteeship Services Limited
Asian Building,
Ground floor 17,
R. Kamani Marg,
Ballard Estate, Mumbai 400 001
Tel: (+91) 22 4080 7000
Fax: (+91) 22 6631 1776
E-mail: [email protected]; [email protected]

SHARE TRANSFER SYSTEM


The Company’s shares are traded in the Stock Exchanges in the demat mode. These transfers are effected through NSDL and CDSL.
Most of the transfers of shares take place in demat mode. SEBI vide its notification dated June 8, 2018, amended Regulation 40
of the Listing Regulations, effective April 1, 2019, wherein it is stated that transfer of securities shall not be processed unless the
securities are held in the dematerialised form with a depository except in case of request received for transmission/transposition
of securities. Further, SEBI has fixed March 31, 2021 as the cut-off date for re-lodgment of transfer deeds and the shares that are
re-lodged for transfer shall be issued only in demat mode. Members holding shares in physical form are requested to dematerialise
their holdings at the earliest as it will not be possible to transfer shares held in physical mode. However, holding of shares in
physical mode is not barred.

UNCLAIMED DIVIDENDS
In accordance with the provisions of Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the companies shall transfer the dividend that has remained unclaimed
for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the
shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to
unpaid dividend account shall also be transferred to the IEPF. In order to protect the rights of the members, the Company has
sent periodical reminders to the Members, to claim their unclaimed dividends/shares in order to avoid transfer of such unclaimed
dividends/shares to IEPF. Once the unclaimed dividends/shares are transferred to the IEPF, Members will not be able to claim
the same from the Company. However, pursuant to the aforesaid provision, the Members can claim their unclaimed dividends/
shares transferred to IEPF, by making an online application to the IEPF Authority through Form IEPF-5 available on the website
of the Authority www.iepf.gov.in

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND


During the year under review, the Company has credited `27,80,928 as unpaid final dividend, for the financial year 2012-13,
lying in the unclaimed/unpaid dividend account to the IEPF. Further the unpaid dividend of `2,36,160 for the year 2012-13, lying
in unclaimed/unpaid dividend account of erstwhile Blue Star Infotech Limited was also credited to the IEPF account during the
year under review.
In terms of SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, 2018, the bankers to the dividend accounts
opened by the Company for the earlier years have credited back the amount of dividend lying unpaid beyond the validity period
into the relevant bank accounts. The Company has reconciled the dividend pertaining to the year 2013-14, to be transferred in
the month of September, 2021.

Corporate Governance Report Blue Star Limited | 133


DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2021

No. of Equity Shares No. of Percentage of Total No. of Percentage of


held Shareholders Shareholders (%) Shares held Shares held (%)

1 - 5000 55,814 98.51 1,20,74,890 12.54

5001 - 10000 455 0.80 31,40,800 3.26

10001 - 20000 178 0.32 25,18,413 2.62

20001 - 30000 42 0.07 10,22,393 1.06

30001 - 40000 28 0.05 9,64,689 1.00

40001 - 50000 17 0.03 7,84,223 0.81

50001 - 100000 35 0.06 25,62,256 2.66

100001 - and above 89 0.16 7,32,46,224 76.05

TOTAL 56,658 100.00 9,63,13,888 100.00

CATEGORIES OF SHAREHOLDERS AS ON MARCH 31, 2021

DEMATERIALISATION OF SHARES & LIQUIDITY


As on March 31, 2021, 98.19% of the equity shares of the Company were held in dematerialised form and rest in physical form. 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 Members have the option to dematerialise their shares with either of the Depositories. The shares
are actively traded in BSE Limited and National Stock Exchange of India Ltd.

134 | Blue Star Limited Corporate Governance Report


Introduction | Integrated Report | Statutory Reports | Financial Statements

PLANT LOCATIONS
Blue Star Limited Blue Star Limited Blue Star Limited
Village - Vasuri Khurd, Khanivali Road, Survey No. 265/2, Nahan Road,
P O - Khupari Demni Road, Village Ogli, Kala Amb
Taluka - Wada U.T. of Dadra & Nagar Haveli, Dist: Sirmour
Dist: Palghar 421 312 Dadra 396 191 Himachal Pradesh 173 030
Blue Star Limited Blue Star Limited
Nahan Road, 501/3, 503/2,
Rampur Jattan, Kala Amb Tajpur Road,
Dist: Sirmour Sarkhej-Bavla Highway, Changodar
Himachal Pradesh 173 030 Ahmedabad 382 213

MANAGEMENT DISCUSSION AND ANALYSIS


A detailed report on Management Discussion and Analysis forms a part of this Annual Report.

MD/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, a certificate duly signed by the MD/CFO of the Company is appended
as an Annexure to this Report.

AUDITORS’ CERTIFICATION
As required under Regulation 34 and Schedule V of the Listing Regulations, the certificate from M/s Deloitte Haskins & Sells LLP,
Chartered Accountants, affirming compliance of Corporate Governance as stipulated in the aforesaid Regulations is appended
as an Annexure to this report.

OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS


There are no outstanding convertible warrants/instruments.

ADDRESS FOR CORRESPONDENCE


Blue Star Limited
Band Box House
4th floor, 254 D
Dr. Annie Besant Road
Worli, Mumbai - 400 030
CIN: L28920MH1949PLC006870
Website: www.bluestarindia.com
For and on behalf of the Board of Directors

Date : May 6, 2021 Shailesh Haribhakti


Place : Mumbai Chairman
(DIN: 00007347)

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, 2021.
For Blue Star Limited

Date : May 6, 2021 B Thiagarajan


Place : Mumbai Managing Director
(DIN: 01790498)

Corporate Governance Certification Blue Star Limited | 135


Corporate Governance Certification
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,
The Members,
Blue Star Limited
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Blue Star Limited
having CIN: L28920MH1949PLC006870 and having registered office at Kasturi Buildings, Mohan T Advani Chowk, Jamshedji Tata
Road, Mumbai 400 020 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing
this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub clause 10(i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended
March 31, 2021, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of Director DIN Date of appointment in Company

1. Shailesh Haribhakti 00007347 04/08/2006


2. Vir S Advani 01571278 01/07/2010
3. B Thiagarajan 01790498 13/05/2013
4. Sam Balsara 00076942 20/06/2017
5. Rumjhum Chatterjee 00283824 05/02/2019
6. Anil Harish 00001685 22/11/2017
7. Rajiv R Lulla 06384402 01/12/2016
8. Sunaina Murthy 07865860 01/04/2019
9. Arvind K Singhal 00709084 05/02/2019
10. Dinesh N Vaswani 00306990 01/12/2016

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the Management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the
affairs of the Company.
Date : May 6, 2021 For N L Bhatia & Associates
Place : Mumbai Practicing Company Secretaries
UIN: P1996MH055800
UDIN: F005436C000248811

Bharat Upadhyay
Partner
FCS: 5436
CP No. 4457
P/R No: 700/2020

136 | Blue Star Limited Corporate Governance Certification


Introduction | Integrated Report | Statutory Reports | Financial Statements

Corporate Governance Certification


MD/CFO Certificate
To,
The Board of Directors
Blue Star Limited
Mumbai
We, B Thiagarajan, Managing Director, and Neeraj Basur, Group Chief Financial Officer, of Blue Star Limited (‘the Company’),
to the best of our knowledge and belief, hereby certify that:
a) We have reviewed the financial statements of the Company for the year ended March 31, 2021, and:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
ii. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Accounting Standards, Applicable Laws and Regulations.
b) There are no transactions entered into by the Company during the financial year 2020-21 which are fraudulent, illegal or
violative of the Company’s Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting. We have disclosed to the Auditors
and the Audit Committee, deficiencies in the design and operations of such internal controls, if any, of which we are aware
and steps that have been taken to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee, wherever applicable:
i. Significant changes in the internal control over financial reporting during the year;
ii. Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the
financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the Management
or any employee having a significant role in the Company’s internal control system over financial reporting.

B Thiagarajan Neeraj Basur


Managing Director Group Chief Financial Officer
(DIN: 01790498)

Date : May 6, 2021


Place : Mumbai

Corporate Governance Certification Blue Star Limited | 137


Corporate Governance Certification
Auditors’ Certificate
Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of Chapter
IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
To,
The Members,
Blue Star Limited
1. This certificate is issued in accordance with the terms of our engagement letter reference no. MJ/2020-2021/125A dated
July 13, 2020.
2. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of Blue Star Limited (“the Company”), have
examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2021, as
stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).
Management’s Responsibility
3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions
of the Corporate Governance stipulated in Listing Regulations.
Auditor’s Responsibility
4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
5. We have examined the books of account and other relevant records and documents maintained by the Company for the
purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
6. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification
of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing
specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as
per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with
the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
8. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of
the Listing Regulations during the year ended March 31, 2021.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm‘s Registration No. 117366W/W-100018)

Samir R Shah
Partner
Date : June 2, 2021 (Membership No. 101708)
Place : Mumbai (UDIN: 21101708AAAACO3779)

138 | Blue Star Limited Corporate Governance Certification


Management Discussion and Analysis
MANAGEMENT DISCUSSION AND ANALYSIS
In the context of Blue Star’s business operations and strategic proposition that are detailed in the Board’s Report and Integrated
Report, an in-depth analysis of the market environment, its operating businesses as well as financial performance are enumerated
in the ensuing sections of this report.
INDUSTRY STRUCTURE AND DEVELOPMENTS
Blue Star is a leading player in the Air Conditioning and Refrigeration industry in India. An overview of the industry and the
current market dynamics are described in detail in the Integrated Report (refer Industry Structure and Developments covered
in the Integrated Report on page no. 28).
SEGMENT-WISE ANALYSIS
The consolidated revenue and results break-up in terms of business segments for FY21 are as follows:

ELECTRO-MECHANICAL PROJECTS AND COMMERCIAL AIR CONDITIONING SYSTEMS


The Electro-Mechanical Projects and Commercial Air Conditioning Systems business accounted for 52% of the Company’s
Revenue from Operations.
In the Electro-Mechanical Projects’ business, inflow of orders was driven mainly from the Factories and Light Industrial sectors
steered by the ‘Make in India’ initiatives of the government. The business continued to expand into IT and Data Center spaces as
well. Inflow of orders from the Commercial Buildings sector, which had slowed even before the onset of the COVID-19 pandemic
due to challenges in credit inflow to the sector, further slowed down during the year. Muted government expenditure impacted
order inflows from the Infrastructure sector. The Company moderated the pace of execution of certain projects based on the
assessment of customers’ credit profile and operating cash flow visibility for the ongoing jobs. Conversely, the focus continued
on the Infrastructure sector such as metro railways, electrical substations and water distribution, which are expected to offer
immediate growth opportunities. Factories, Data Centers and Warehousing sectors are also expected to unfold promising growth
opportunities in the upcoming quarters.
Blue Star was adjudged as the ‘MEP Contractor of the Year 2020’ at the 10th Annual Construction Week India Awards 2020 in
recognition of the job executed at Apollo’s Proton Cancer Care (APCC) in Chennai. Blue Star’s scope of work for this project
consisted of end-to-end HVAC, electrical, plumbing, and fire-fighting works. APCC is a 160-bed integrated cancer hospital, a
first-of-its-kind in the South/Southeast Asian region, which offers state-of-the-art comprehensive cancer care. In its six years
of participation, Blue Star has won the ‘MEP Contractor of the Year’ award five times and was once declared as a runner-up.
In 2019, Blue Star had won this award for providing MEP services to Amazon’s IT Campus in Hyderabad; in 2018, for providing MEP
services to Delhi Metro across overhead stations and depots; in 2017, for providing MEP services to Delhi Metro for underground
stations; and in 2015, for the Mumbai International Airport project. In 2016, the Company was declared a runner-up for the
services provided to Bengaluru Metro.

140 | Blue Star Limited Management Discussion and Analysis


Introduction | Integrated Report | Statutory Reports | Financial Statements

Some of the eminent clients of the Electro-Mechanical Projects business for FY21 include Amazon; Government of
Telangana; Wistron; Vijayanagar Institute of Medical Sciences; Alpha Design Technologies; Coast Guard Admin Office;
ThyssenKrupp Industries; City Industrial Development Corporation of India; HDFC Bank; Micron Technology; InstaKart
Services; Inox Leisure; Telangana State Industrial Infrastructure Corporation; and Lanxess; amongst several others.
With a commitment to remain true to its value proposition of ‘Superior Project Delivery through Intelligent Engineering,
Modern Execution Practices, and Committed Teams,’ Blue Star works towards ensuring modern and best-in-class project
management practices across the projects executed by it.
In the Commercial Air Conditioning segment, while Q1FY21 was severely impacted due to the lockdown on account of the
pandemic, the market started recovering from Q2FY21 onwards and the year ended on a promising note, staging a significant
recovery. While order inflows from key sectors such as IT, Offices, Marriage Halls and Auditoriums continued to be muted, the
Company channelised its focus on emerging sectors such as Healthcare, Pharma and Light Industrial.
In its VRF (Variable Refrigerant Flow) product range, Blue Star introduced new product models with larger capacities and
side-discharge systems for residential use and has now completely indigenised this product category. Blue Star also launched
ACs with Virus Deactivation Technologies such as Ducted System with Special Filters; Ducted System with Ultraviolet Germicidal
Irradiation (UVGI); and Treated Fresh Air Units. The Company also rolled out large-capacity screw chillers, ranging from 400 to
600TR. Besides, the Company also circulated detailed technical bulletins and guidelines on the usage of central air conditioning
systems for their safer use during the pandemic to more than 5000 customers.
Digital marketing initiatives included webinars for architects, interior designers, government customers and the Pharma segment,
which were undertaken during the period under review. With the objective of penetrating unrepresented markets, ‘Operation
Reach’ was undertaken and new dealers were brought on board across 20 new locations. 66 new dealers were inducted in FY21
taking the total dealer count to 585 as of the year end. Besides, digital sales and installation training programmes were organised
for 200 dealers.
The Company maintained its No. 1 position in Ducted Air Conditioning, No. 2 in VRFs and No. 3 in the Chiller product categories.
During the period under review, the market share of VRF systems increased to 19% and screw chillers increased to 17%. The
Company continued to dominate the ducted system and scroll chiller categories with 41% and 44% market share respectively.
Some of the notable orders received during the year were from Invreco, Bengaluru; Avary Holding, Chennai; HDFC Bank, Mumbai;
ICT Service Management Solutions, Bengaluru; Electronic Manufacturing Cluster (EMC), Hyderabad; ISRO, Bengaluru; and
Gujarat Biotechnology University, Ahmedabad; amongst others.
The Company continues to consolidate its position in the international arena. In the year gone by, Blue Star continued with its
focus on the expansion of its product range and building brand awareness as well as brand visibility in different markets that the
Company is present in. The Company witnessed improved demand for both air conditioning and refrigeration products across
SAARC and ASEAN markets with channels stocking up for the upcoming summer sales. Besides, the upcoming EXPO 2020 at
Dubai and the FIFA tournament at Qatar are expected to offer growth opportunities. The macro-economic environment in the
region is expected to improve, driven by the establishment of relations between Israel and UAE and the thawing of ties between
Qatar and the GCC countries. In FY21, the Company bagged some prestigious MEP projects in the international arena including
the Gewan district cooling plant, Qatar, and Pavilion-2 of Bukit Jalil Mall, Malaysia, amongst others.
Blue Star is the country’s largest after-sales air conditioning and commercial refrigeration service provider with a spectrum of
world-class customer service solutions and other value-added services. Backed by its value proposition of ‘Gold Standard’ service
delivery, Blue Star has extensively expanded its service reach to Tier 2, 3 and 4 towns and is currently serving 3900 towns. The
Company has inducted more than 150 service crew vans pan-India to enable commuting of its service technicians to various
customer sites within stipulated targeted response times.

Management Discussion and Analysis Blue Star Limited | 141


Blue Star’s Engineering Facilities Management (EFM) service, which covers a wide range of Operations and Maintenance services
to ensure efficient working of electro-mechanical utilities, has received a good response from customers across various segments.
The Company has secured several EFM orders from prestigious clients including five manufacturing sites of Cipla Limited across
India, and Alstom Transportation (Madhepura Electric Locomotive Factory), amongst others.
UNITARY PRODUCTS
In FY21, the Room Air Conditioners industry was adversely impacted by COVID-19 during the peak selling April-June quarter,
on account of which the industry registered a negative growth in H1FY21. With the onset of the festival season coupled with
the turnaround witnessed in the COVID-19 situation in the latter half of FY21, both online and offline channels registered an
impressive growth on the back of pent-up demand. This in turn improved the customer and channel sentiments in Q4 and the
channel partners responded positively by stocking up in anticipation of a good summer season. The continued uptick in demand
led to an impressive growth for the industry in Q4 and FY21 ended with a market recovery of around 75% over FY20.
Under these challenging circumstances, for the period under review, the Company’s Room Air Conditioners business continued
to perform better than the market, staging a recovery of over 80%, thereby increasing the Company’s market share to 13% in
value terms.
In FY21, Blue Star strategically repositioned itself as a ‘Mass Premium’ brand, by rolling out a cost-competitive range of 3-star
inverter split air conditioners at attractive prices, despite significant increase in the raw material cost. This new range of ACs
retains the premium build quality and reliability which are the hallmark of Blue Star’s air conditioners. They are built to be highly
reliable and durable and are virtually trouble-free. These ACs are also highly energy-efficient, and so the running costs are low.
Besides, the complete range runs on eco-friendly refrigerants. The new product portfolio has been widely accepted and has
resonated well with the customers and dealers.
Apart from the ‘Mass Premium’ range of air conditioners, the Company also marketed a series of innovative products:
• Range of split and window ACs with the unique Virus Deactivation Technologies.
• Super-energy-efficient 5-star inverter split AC with an ISEER of 5.41, which is 55% more energy-efficient compared to a 3-star
inverter split AC.
• 5-star inverter split AC with in-built air purifier, which can remove 99.78% of particulate matter down to PM 2.5 and microbial
kill rate of 99.999%. This can be operated just like an air purifier in winter, without the compressor needing to be switched on.
• Next-gen wi-fi-enabled 5-star split AC, which can be controlled from anywhere in the world, with smart options such as energy
budgeting, customised sleep modes, climate control, and dual user setting, amongst others; which can also be operated through
voice commands in both English and Hindi by using an appropriate interface device such as Amazon’s Alexa or Google Home.
• ACs with 30% more cooling than the rated cooling capacity.
• 4-star inverter split AC with Hot and Cool Technology which provides both cooling and heating solutions throughout the year.
• Inverter split AC with ‘iRest,’ a unique fuzzy logic function, which, when activated, will switch automatically from air conditioning
(cooling) mode to fan-only mode at the pre-designated time, to provide utmost comfort for undisturbed sleep.
Future-ready products:
• Future-ready 3-star inverter split AC complying to the 2022 BEE energy-efficiency norms, with an ISEER of 3.90.
The Company also launched a new range of air coolers with a unique Cross Drift Technology that helps in faster cooling in harsh
and dry summers. The range comes with different water tank capacities, from 17 litres to 90 litres.

142 | Blue Star Limited Management Discussion and Analysis


Introduction | Integrated Report | Statutory Reports | Financial Statements

During FY21, Blue Star made significant progress in its Residential Water Purifiers business. The Water Purifiers business
expanded its product portfolio to add a new series of products in the RO/RO+UV range in the entry/mid-level segment
including an aggressively priced product range for the e-commerce platforms. Introduction of a High Recovery Reverse Osmosis
range is aimed at significantly reducing water wastage as well and will assist in gearing up for the likely amendments in the
regulatory policies in the near future. With the addition of the new ranges, Blue Star now has a comprehensive range of models
across various price points from `8,900 to `46,900 in the RO range. In addition, the Company launched a range with alkaline
water plus added minerals with an emphasis on good health and improving immunity. These water purifiers offer alkaline
antioxidant water with added minerals that boost metabolism, reduce acidity, improve hydration and enhance immunity, in
select variants.
The Company has also launched a range of commercial RO+UF as well as commercial UV water purifiers targeted at existing
water cooler customers of Blue Star as well as offices, restaurants, clinics, and other commercial establishments. In addition, it
launched India’s first point-of-use instant UV LED purifier, which offers pure water instantly without waiting for the warm up
time of the UV lamp, as this model is powered by an eco-friendly non-mercury UV LED. Moreover, it offers a lifetime warranty on
the UV LED which makes this product a unique and differentiated.
During the year, the Company consolidated its distribution and began focusing on enhancing channel effectiveness as well as
identifying new channel partners who could strengthen the availability of its products in the markets that the Company operates
in. Blue Star water purifiers are present in 3000 touch-points across 450 towns and cities. The Company also made significant
gains in the e-commerce market in which it has grown by 260% and doubled its market share, with the Company having strong
presence on leading portals such as Flipkart, Amazon and Tata CLiQ. Encouraged by this, the Company will be rolling out an
e-commerce-led distribution strategy in FY22 aimed at continuously improving its overall market share.
Blue Star also added several new customers in its National Accounts Business during the period under review. The year saw order
booking from amongst customers in Retail, Warehousing, Healthcare, Office Spaces, and Architects and Contractors.
The Commercial Refrigeration business continued to perform consistently with its wide range of products and solutions, including
deep freezers, modular cold rooms, bottle coolers, visi coolers, visi freezers, water coolers, and bottled water dispensers, to name
a few.
During FY21, the Company launched new vaccine storage products and solutions such as vaccine transporters and ice lined
refrigerators which received good acceptance from the Healthcare and Pharmaceutical industry driven by the vaccine inoculation
program. The Company significantly contributes to the Healthcare and Pharmaceutical segments, and is a market leader in these
segments.
During the period under review, the demand for commercial refrigeration products and solutions continued to be robust on the
back of growing consumption in home delivered cooked food, Processed Foods, Supermarkets, and Healthcare sectors. Also,
given the fact that the level of adoption in India is very low, there is a significant growth potential in the commercial refrigeration
business. Blue Star is a market leader in modular cold rooms, deep freezers, and storage water coolers.
Jubilant Foodworks recognised Blue Star with the ‘Long-term Partnership’ award for the second time in a row at their 14th Annual
Business Partners Conference. Blue Star was applauded for providing incredible sales and services support to Jubilant Foodworks
for HVAC as well as cold rooms and refrigeration products over the last few years. Blue Star has always been the leading and the
one and only brand catering to Jubilant for modular cold rooms, for several years. Similarly, Havmor honoured Blue Star with a
certificate of appreciation for the Company’s support and efforts during COVID-19. Some of Blue Star’s other eminent clients in
the Ice-cream segment include Amul and Hatsun.

Management Discussion and Analysis Blue Star Limited | 143


Blue Star’s foray into adjacencies such as Commercial Kitchen Refrigeration and Healthcare Refrigeration products and solutions,
evoked a good response in the market. The Company bagged several notable orders from Rebel Foods, Swiggy, Dr Reddy’s Labs,
Apollo, Aurobindo Pharma, Zydus Cadila, Metropolis, Rivaara Labs, Nayara Energy Limited, Reliance and Thyrocare, to name a
few. Supermarket refrigeration products also garnered good acceptance on the back of retail growth and the Company bagged
large orders from players such as Reliance and Shell India. Considering the need for contactless water dispensing in offices, the
Company has also launched new variants in the bottled water dispenser and storage water coolers categories. With the launch
of an array of super coolers, the Company’s range of visi coolers is further expanded and Blue Star is gaining healthy traction in
this segment as well.
Blue Star is well respected in the industry for its excellent after-sales support. The Company’s service network is spread across
the country and is present in around 400 towns. It is backed by service offerings such as: Expert Service Associates, service at
doorstep vans, spares planning, and domain experts to resolve customer service needs. Blue Star is the first company to offer
stand-by refrigeration trucks as back-up to support customers in business continuity in the unlikely event of any major breakdowns.
The Company regularly launches new products and solutions in the Commercial Refrigeration space to cater to the emerging
needs of varied customer segments and is a preferred partner for several reputed brands across segments. The Company’s
Commercial Refrigeration Business has a robust new product development process to design and launch new products. The
Company continues to invest in R&D infrastructure on the commercial refrigeration front to be able to deliver highly reliable
products. Blue Star’s products and solutions are designed using eco-friendly technologies and remain ahead of the technology
curve. Overall, the Company’s Commercial Refrigeration business with its strong and wide product range as well as solutions,
backed by an excellent pan-India after-sales service network, holds excellent growth potential.
PROFESSIONAL ELECTRONICS AND INDUSTRIAL SYSTEMS
For over six decades, the Professional Electronics and Industrial Systems business has included exclusive distribution in India of
high-tech professional electronic equipment and services, as well as for industrial products and systems, from many internationally
renowned manufacturers. Over the years, the Company has significantly scaled up operations in this business and has moved up
the value chain by changing its business model from being merely a distributor to that of a system integrator and value-added
reseller. This business is handled by Blue Star Engineering & Electronics Limited, a wholly owned subsidiary of the Company.
The business operates in two broad segments: Professional Electronics that comprises Healthcare Systems, Data Security
Solutions, Infra Security Solutions and Communication Systems; and Industrial Systems that encompasses Testing Machines,
Non-Destructive Testing (NDT) Systems and Industrial Automation, NDT Products and Industrial Products. The business has
been successful in capturing the pulse of the market and has carved out profitable niches for itself in most of the specialised
markets that it operates in.
During the review period, COVID-19 impacted the business environment for most part of the year. Corporate spending was
selective, with just a few exceptions in various segments that this business operates in. Though the spending in the Healthcare,
BFSI, and Industrial sectors, as well as a few of the essential services in the government sector, was on the conservative side, the
business managed to tap these limited opportunities - revenue from Data Security and Healthcare businesses was encouraging.
Material testing businesses gained some momentum in the second half of the review period, as compared to the first half.
COVID-19 created some opportunities for the Healthcare business, and the digital payments arena in the Data Security business
also opened up good opportunities. The Data Security business did well on the back of various digitisation initiatives undertaken
by major banks, certification authorities, and telecom and payment technology companies. The Communication Systems business
that deals with radio frequency, microwave as well as avionics test and measuring equipment, secured a few orders from the
Defence, Space and Aerospace sectors.

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Research centres and agricultural universities continued to place orders for a wide range of inspection equipment including universal
testing machines and customised plant growth chambers enabling the Testing Machines business to clock good performance
through the year. The Non-Destructive Testing Systems and Industrial Automation business augmented its automation offerings
and booked some orders from the Steel and Pipe segments, despite the slowdown. The Non-Destructive Testing Products business,
with a highly diversified portfolio including technologies such as Ultrasound, Eddy-Current, RVI, X-ray, Industrial CT, Radioscopy,
Portable Radiography, Metrology and Acoustic Emission, secured orders from the Automotive, Aerospace and Inspection sectors.
Further, with the intent to improve its focus on certain chosen customer segments and scale up faster, the business continued to
reorient its internal organisation structure. This business continues to exert greater thrust on business development, marketing
initiatives, sales automation, service management and project execution functions.
MEDIUM-TERM AND LONG-TERM STRATEGY
Strategy formulation for medium to long term as well as its execution and review have always been a part of the Company’s
strategic planning process. The Board plays a key role in guiding and shaping the Company’s medium- to long-term strategy. The
Company regularly monitors and evaluates its internal strategies vis-à-vis the dynamic external environment and also evaluates
the key strategic risks and opportunities that impact the Company and its business (refer Strategy Planning and Development
covered in the Integrated Report on page no. 78).
FINANCIAL PERFORMANCE ANALYSIS
Following are the financials highlights of the Company for the year ended March 31, 2021, on a consolidated basis:
An improvement in the general business sentiment in H2FY21 and an early onset of summer in some parts of the country, enabled
all business segments to witness healthy growth in Q4FY21 compared to Q4FY20. The overall business recovery for the year was
satisfactory and better than expected at the beginning of the year. Several cost rationalisation and capital preservation measures
coupled with prudent working capital management resulted in generation of healthy cash from operations. These measures
enabled the Company to close FY21 with a strong Balance Sheet, healthy liquidity position and a net positive cash balance.
Consolidated financial performance analysis is provided below:

1. INCOME
The year began in a challenging environment in the backdrop of the disruption caused by the pandemic. However, improvement
in general business sentiment and increased economic activities from the second quarter enabled the Total Income for the
year ended March 31, 2021, to recover 80.0% to `4325.94 crores as compared to `5404.89 crores in the previous year.

2. COST OF SALES, WORK BILLS AND SERVICES


The cost of sales, work bills and services during the year was `3271.35 crores as compared to `4018.11 crores in the previous
year. This cost was 76.7% of the Revenue from operations as compared to 75.0% in the previous year.

3. EMPLOYEE REMUNERATION AND BENEFITS


Employee cost for the year at `381.81 crores decreased by 21.0% as compared to `484.51 crores in the previous year due
to cost rationalisation measures undertaken at the beginning of the year. Most of the compensation cuts were rolled back
towards the latter part of the year.
The employee cost was 8.8% of the Total Income as compared to 9.0% in the previous year.

4. OPERATING AND GENERAL EXPENSES


Operating and general expenses decreased to `370.62 crores from `574.79 crores in the previous year in line with reduced
scale and cost rationalisation measures across all categories of expenses. As a percentage of Total Income, the Operating and
General Expenses for the year were at 8.6% as compared to 10.6% in the previous year.

Management Discussion and Analysis Blue Star Limited | 145


5. FINANCIAL EXPENSES
Financial cost for the year was at `64.72 crores as compared to `29.47 crores in the previous year. The Company raised
additional borrowings during the year, including unsecured Non-Convertible Debentures to manage its liquidity requirements.
Accordingly, financial cost for the year increased to 1.5% of the Total Income as compared to 0.5% in the previous year due
to the increase in borrowings and increase in the cost of financing.

6. DEPRECIATION
Depreciation charge for the year increased to `92.29 crores as compared to `87.99 crores in the previous year.

7. PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS


Profit before tax and exceptional items for FY21 decreased by 30.9% to `145.15 crores as compared to `210.02 crores in FY20.
Profit before tax and exceptional items was 3.4% of the Total Income as compared to 3.9% in the previous year.

8. EXCEPTIONAL ITEMS
There was no exceptional income or expense during the year.

9. PROFIT BEFORE TAX AND AFTER EXCEPTIONAL ITEMS


Profit before tax and after exceptional items for FY21 decreased by 29.5% to `145.15 crores as compared to `205.99 crores
in FY20. Profit before tax and after exceptional items was 3.4% of the Total Income as compared to 3.8% in the previous year.

10. KEY FINANCIAL RATIOS

SR NO KEY FINANCIAL RATIO UOM FY20 FY21 % change


1 Debtors Turnover Ratio Times 5.5 5.2 -6%
2 Inventory Turnover Ratio Times 4.6 3.7 -19%
3 Interest Coverage Ratio Times 8.1 3.2 -60%
4 Current Ratio Times 1.0 1.3 21%
5 Debt Equity Ratio Times 0.21 * -
6 Operating Profit Margin % 5.3 5.6 7%
7 Net Profit Margin % 3.9 3.4 -13%
8 Return on Net Worth % 18.6 11.6 -38%

Operating Profit Margin improved to 5.6% as compared to 5.3% in previous year driven by increase in profitability across segments
coupled with cost rationalisation measures. However, Net Profit Margin and Return on Net Worth were lower due to increased
finance cost on additional borrowings during the year and consequently, interest coverage ratio for the year was 3.2 (times)
compared to 8.1 (times) in the previous year.
* Healthy cash from operations enabled the Company to end the year with a net positive cash balance.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established an internal control system, commensurate with the size, scale and complexity of its operations.
In order to enhance the standards of controls and governance, the Company has adopted the COSO 2013 framework to ensure
that robust internal financial controls exist in relation to operations, financial reporting and compliance. In addition, the internal
audit function reviews and reports updates on compliance with internal controls, the efficiency and effectiveness of operations
as well as key process risks, to the Audit Committee. During the year, as part of the management’s control testing initiative, the
internal controls were tested and found effective.

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RISKS AND CONCERNS


RISKS
The primary operating risks which could impact the Company relate to slow-down in the construction, environment and investment
cycles, exposure to seasonality for some of its businesses, dependence on sale of room air conditioners, competition from Indian
and global players, volatile exchange rates, interest rates, credit risks, import dependence, procurement concentration risks, volatile
commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs especially in the
case of fixed price contracts, health and site safety, exposure to frauds and changes in technology which impact the Company’s
product offerings. In addition, considering the current scenario, pandemic events also pose a business continuity risk, apart
from a general slowdown in the global and local economy which tends to intensify risks faced by the Company. Blue Star lays
great emphasis on Enterprise level Risk Management, and has put in place a robust system for risk identification, assessment
and mitigation with strong internal controls, at both business groups and corporate level in line with the COSO 2017 Enterprise
Risk Management framework. Significant risks across the entity are reviewed periodically by the Risk Management Committee.
Further, the mitigation action plans are integrated with the strategy and performance management processes, and also with
the internal audit plans (refer Risks and Mitigation Strategies covered in the Integrated Report on page no. 73).

CONCERNS
A confluence of factors on the global and local fronts, such as geo-political equations between countries, the usage of tariff
and non-tariff barriers to address trade imbalances, volatility in crude oil and commodity prices, and the speed with which the
spread of COVID-19 would eventually get contained in India, could impact business continuity and consumer confidence. The
Company will continue to closely monitor the macro and micro level trends in the global and Indian economy, and will take
necessary steps to address these challenges.
OPPORTUNITIES
The Company’s proven ability to innovate and offer products / solutions in line with the evolving dynamics continue to provide
the Company with opportunities to grow even under the current challenging circumstances. These opportunities relate to
opportunities for the Company’s Projects business in the manufacturing sector, and products / solutions across its businesses
for the pharmaceutical and healthcare sectors and have been elaborated in the Integrated Report (refer Opportunities covered
in the Integrated Report on page no. 80).
HUMAN RESOURCES
The Company remains committed to nurturing and empowering its people. With caring for its people a way of life at Blue Star,
the Company has been successful in fostering a people-centric cohesive trust-based culture within the organisation that has
been instrumental in creating and retaining its diverse pool of intellectual capital. The Company continues in its endeavour
towards embarking on employee-friendly initiatives and practices.
During the current trying times, the Company has been undertaking several set-up measures to ensure the safety and security
of its employees including reframing and reskilling its workforce to support essential and frontline staff; revising policies to
facilitate the work-from-home culture; rolling-out programmes to reach out to employees throughout the year and resolving
their queries and concerns; arranging additional insurance coverage for its employees and their families; and introducing soft
loan schemes to help employees tide over the uncertainty caused by the pandemic; amongst others (refer Integrated Report
on page no. 50).

Management Discussion and Analysis Blue Star Limited | 147


CORPORATE OUTLOOK
Robust business recovery witnessed in the second half of the financial year enabled Blue Star to end the year on a high note.
The Company gained market share in each product category and closed the fiscal year with a strong balance sheet. While the
sustenance of this growth momentum has been challenged by the second wave of the pandemic and the consequent restrictions
imposed in many parts of the country, Blue Star is confident of sustaining the current phase in a prudent and balanced manner
and continues its growth and expansion trajectory once the situation normalises. The Company’s focus continues to be on
keeping its employees, dealers, and business associates safe, fulfilling emergency needs of its customers, building resilience
and operating agility. The Company’s goal is to grow faster than the market, keep operating costs under control and manage
the balance sheet prudently, with a clear focus on operating cash flows.

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The Dynamics of Blue Star’s Growth


5 YEAR CONSOLIDATED FINANCIAL HIGHLIGHTS
2020-21 2019-20 2018-19 2017-18 2016-17
OPERATING RESULTS:
Total Income * ` Crores 4,325.94 5,404.89 5,259.53 4,558.35 4,165.35
EBITDA (before exceptional items excluding
” 239.81 282.78 346.54 265.90 222.41
other income & Finance income)
Profit for the Year After Tax ” 100.35 143.25 190.06 143.96 123.05
Dividend (Including corporate dividend tax) ” 38.53 116.11 115.92 115.54 86.46
FINANCIAL POSITION:
Share Capital ` Crores 19.26 19.26 19.26 19.20 19.11
Shareholders' Funds ” 887.86 784.67 874.89 794.24 725.10
Borrowings (Net)/(Net cash balance for 2021) ” (151.45) 166.44 246.63 294.72 124.55
Net Capital Employed ” 685.42 869.36 1,013.97 975.39 727.60
PERFORMANCE INDICATORS:
Revenue Growth % (20.0) 2.8 15.4 9.4 14.2
Gross Margin % 23.3 25.0 24.9 23.7 23.8
EBITDA Growth (before exceptional items
% (15.2) (18.4) 30.3 19.6 17.2
excluding other income & Finance income)
EBITDA Margin (before exceptional items
% 5.6 5.3 6.6 5.9 5.4
excluding other income & Finance income)
Cash from operations/EBITDA % 150.1 189.3 84.7 24.1 70.2
Earnings per Share ` 10.4 14.9 19.8 15.0 12.9
Dividend per Share ` 4.0 10.0 10.0 10.0 7.5
Book Value per Equity Share ` 92.2 81.5 90.9 82.7 75.9
Debt Equity Ratio Ratio NA 0.21 0.28 0.37 0.17
Capital Turnover Ratio Ratio 5.5 5.7 5.3 5.3 5.0
Return on Shareholders' Funds % 11.6 18.6 21.4 17.8 16.4
Return on Capital Employed % 27.0 25.4 29.8 25.7 25.0
OTHER INFORMATION:
Number of Shareholders Nos. 54,876 53,647 48,068 39,692 25,553
Number of Employees ” 2,621 2,885 2,812 2,819 2,711
Note :
*Revenue from Operations in this statement for FY17 and FY18 have been restated to make them comparable since the reported Revenue for FY17 includes Excise Duty
and that of FY18 includes Excise Duty in Q1.
Revenue from operation for FY 18 has also been adjusted and restated to make it comparable with FY19, consequent to the adoption of Ind AS 115 effective April 01, 2018.

The Dynamics of Blue Star’s Growth Blue Star Limited | 149


Introduction | Integrated Report | Statutory Reports | Financial Statements

Business Responsibility Report


Blue Star’s commitment to sustainable business practices continues to endow the Company with the ability to continuously
deliver responsible and profitable growth. The Company understands the importance of environment focus, social value creation
and adherence to strong governance practices even as it pursues profitable business growth. Hence, Blue Star has integrated
sustainable business and governance practices into its core business strategy and aligned it with societal and environmental
interests. The Company takes into consideration the interests of its internal and external stakeholders with equal zest. The Company
seeks increasingly higher stakeholder alignment with its sustainable business and governance practices to generate sustainable
value creation and growth. Blue Star continues to imbibe the latest technologies and productivity enhancing processes to align
itself to modern and sustainable management practices, which ultimately result in efficient utilisation of resources.
All products and services of the Company are designed and developed keeping in view customer experience and safety, holistic
community development, and environmental protection. Blue Star also seeks the involvement of its employees, dealers, distributors
and vendors across all levels to raise awareness, enhance engagement and ensure commitment towards the cause of sustainability.
About this Report
This Business Responsibility Report, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, provides general information about the Company and its
business responsibility. The following five sections cover disclosures as per the Business Responsibility Report (BRR) framework
prescribed by SEBI.

Section A: General Information about the Company


1. Corporate Identity Number (CIN) of the Company: L28920MH1949PLC006870
2. Name of the Company: Blue Star Limited
3. Registered address: Kasturi Buildings, Mohan T Advani Chowk, Jamshedji Tata Road, Mumbai 400 020
4. Website: www.bluestarindia.com
5. E-mail id: [email protected]
6. Financial Year reported: April 1, 2020 to March 31, 2021
7. Sector(s) that the Company is engaged in (industrial activity code-wise):
Sr No Name of main product/services NIC of product/services
1 Electro-Mechanical Projects and Commercial Air Conditioning Systems 43219/43229
2 Unitary Products (room air conditioners, commercial refrigeration products and 28191/28192
systems, water purifiers, air purifiers and air coolers)
3 Professional Electronics and Industrial Systems NA
8. List three key products/services that the Company manufactures/provides (as in balance sheet):
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems
ii. Unitary Products (room air conditioners, commercial refrigeration products and systems, water purifiers, air purifiers
and air coolers)
iii. Professional Electronics and Industrial Systems
9. Total number of locations where business activity is undertaken by the Company:
a) Number of International Locations (Provide details of major 5):
i. Blue Star International FZCO (a wholly owned subsidiary): UAE
ii. Blue Star Qatar WLL: Qatar
iii. Blue Star M&E Engineering Sdn Bhd: Malaysia (a joint venture entity)@
iv. Blue Star Systems and Solutions LLC: UAE*
v. BSL AC&R (Singapore) Pte Ltd: Singapore (with effect from August 29, 2020)*
@held by BSL AC&R (Singapore) Pte Ltd effective October 16, 2020.
*held through the Company’s wholly owned subsidiary, Blue Star International FZCO

Business Responsibility Report Blue Star Limited | 151


b) Number of National Locations: 32 offices and 5 manufacturing facilities across the country
10. Markets served by the Company:
Apart from India, the Company caters to select countries in the Middle East, Africa, SAARC and ASEAN regions.

Section B: Financial Details of the Company


1. Paid up Capital (`): 19.26 crores comprising 9,63,13,888 equity shares of `2 each
2. Total Turnover (`): 3842.23 crores
3. Total profit after taxes (`): 65.93 crores
4. Total spending on Corporate Social Responsibility (CSR) as a percentage of average net profit of the Company for last three
financial years: 2.02% (`3.31 crores)
5. List of activities in which expenditure in 4 above has been incurred:
a. Skill development in the areas of air conditioning and refrigeration as well as mechanical, electrical and plumbing services
b. Sustainable development through supporting Farmer Producer Company
c. National emergencies support through COVID relief and repatriation projects
d. Education programmes
e. Other philanthropic causes in the areas of Health and Well-being

Section C: Other Details


1. Does the Company have any subsidiary company/companies?
Yes. The Company has five subsidiary companies, Blue Star Engineering & Electronics Limited, Blue Star Qatar WLL, Blue Star
International FZCO, Blue Star Systems and Solutions LLC, and BSL AC&R (Singapore) Pte Ltd. Details of these companies are
provided under Note 50 to the Consolidated Financial Statements.
2. Do the subsidiary company/companies participate in the Business Responsibility (BR) Initiatives of the parent company?
Blue Star Engineering & Electronics Limited fulfills its CSR obligations. No other subsidiary participates in the BR initiatives.
If yes, then indicate the number of such subsidiary company(s): As explained above.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with participate in the
BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%,
More than 60%]
The Company promotes BR initiatives throughout its value chain, in collaboration with the internal and external stakeholders
concerned. At present, over 60% of Blue Star’s business associates participate in its BR initiatives. From the start of its
association with the vendors and the channel partners, the Company urges them to adhere to various aspects of sustainable
business and ethical business practices. Further, Blue Star’s Whistle Blower mechanism applies across its network of business
associates, providing them with a robust platform to report any unethical business practices without any hesitation
or fear.

Section D: BR Information
1. Details of Director/Directors responsible for BR
Details of Director/Directors responsible as the BR Head for implementation of the BR policy/policies
Name Vir S Advani B Thiagarajan
Designation Vice Chairman & Managing Director Managing Director
DIN 01571278 01790498
Telephone No +91 22 6654 4000 +91 22 6654 4000
Email Id [email protected] [email protected]

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2. Principle-wise BR policy/policies
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs), released by the
Ministry of Corporate Affairs, has adopted nine principles of Business Responsibility, as listed below:
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their
lifecycle.
Principle 3: Businesses should promote the well-being of all employees.
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalised.
Principle 5: Businesses should respect and promote human rights.
Principle 6: Businesses should respect, protect, and make efforts to restore the environment.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
Principle 8: Businesses should support inclusive growth and equitable development.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.

Principle-wise (as per NVGs) BR Policy/Policies (Reply in Y/N)

Business Products Employees’ Stakeholder Human Environmental Policy Inclusive Customer


Sr Ethics Lifecycle Well-Being Engagement Rights Protection Advocacy Growth Value
Questions Sustainability Promotion
No
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/
Y Y Y Y Y Y N Y Y
policies in these areas?
2 Has the policy been
formulated in consultation
Y Y Y Y Y Y - Y Y
with the relevant
stakeholders?
3 Does the policy conform to
any national/international
standards? Yes, the policies conform to the nine Principles of the NVGs for business responsibilities,
further described under Section E below.
If yes, specify?
(50 words)
4 Has the policy been
approved by the Board?
If yes, has it been signed
Y Y Y Y Y Y - Y Y
by MD/owner/CEO/
appropriate Board
Director?
5 Does the Company have
a specified committee
of the Board/Director/
Y Y Y Y Y Y - Y Y
Official to oversee the
implementation of the
policy?

Business Responsibility Report Blue Star Limited | 153


Business Products Employees’ Stakeholder Human Environmental Policy Inclusive Customer
Sr Ethics Lifecycle Well-Being Engagement Rights Protection Advocacy Growth Value
Questions Sustainability Promotion
No
P1 P2 P3 P4 P5 P6 P7 P8 P9
7 Do you have a policy/
Y Y Y Y Y Y N Y Y
policies in these areas?
8 Does the Company have
an in-house structure to Y Y Y Y Y Y Y Y
-
implement the policy/
policies?
9 Does the company have
a grievance redressal
mechanism related to the
Y
policy/policies to address Y Y Y Y Y - Y Y
Note 2
stakeholders’ grievances
related to the policy/
policies?
10 Has the Company carried Blue Star has a robust internal review mechanism for its key policies. Efforts have been made
out independent audit/ to enhance management systems and the standards of performance so that they conform
evaluation of the working to the Company’s sustainability framework.
of this policy by an internal On a regular basis, employees are also trained for assimilation and application of new
or external agency? techniques to ensure higher standards of socially responsible performance.

Note 1: All the relevant policies are uploaded on the intranet site for information as well as implementation by internal stakeholders. Further, policies on the GRC framework
policy, Code of Conduct, CSR Policy, Whistle Blower Policy, Dividend Distribution Policy, Corporate Safety Policy, Prevention of Sexual Harassment and E-Waste Management
Policy are also available on the website of the Company.
Note 2: The Company has adopted the Whistle Blower Policy to report concerns of unethical behaviour, violation of law or regulations, or suspected fraud.

If answer to the question at serial number 1 against any principle is ‘No’, please explain why:

Principle Response
Principle 7: Policy Advocacy Blue Star is a member of various industrial and trade bodies, and plays a key role in advocating
issues impacting the sectors through these trade bodies. It actively participates in industry fora,
and also provides support in the formulation of relevant policies. Though the Company does not
have a stated policy on advocacy currently, it continues to follow and monitor the business and
regulatory environment closely. The Company leads various industry fora and provides technical
and sectoral thought leadership to assist policy formulation by various bodies.

3. Governance related to BR
a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO reviews to assess the BR performance
of the Company (Within 3 months, 3-6 months, annually, more than 1 year):
The CSR Committee annually reviews the BR initiatives of the Company. In addition, the audit committee reviews the matters
relating to governance, risk and compliance on a quarterly basis.
b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently is it
published?
The Company has published its Business Responsibility Report, and the same is available on the Company’s website at
https://www.bluestarindia.com/investors/business-responsibility-report. As a responsible corporate citizen, Blue Star has been
undertaking numerous sustainability initiatives over the years.

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Section E: Principle-wise Performance


Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
‘Ethical Behaviour,’ ‘Transparency in Dealings and Conduct,’ and ‘Accountability for Actions,’ continue to be integral parts of
Blue Star’s core values and beliefs, which govern the Company’s conduct. The Company continues to stringently adhere to fair
and transparent business practices including thrust on personal integrity and ethics. The Company’s core values and beliefs,
referred to as ‘The Blue Star Way,’ have been seamlessly integrated into its culture and operations. It is the responsibility of each
and every Blue Starite to follow the Blue Star Way in their conduct and dealings. Each new employee, whether a campus or lateral
recruit, is introduced to the Blue Star Way through a detailed classroom module in the HR training schedule. Well enumerated
policies which are easily accessible on the employee portal as well as the corporate website, publicly affirm the Organisation’s
commitment, govern its actions and provide clarity of direction.
The edifice of the Company rests on the foundation of ‘Trust,’ which is more than seven decades old, and it is this ‘Trust’ which
continues to be deep rooted in its core even today. The Company has been ‘Built on Trust’ of all its internal and external stakeholders
and successfully continues to foster high trust-based relationships with all its stakeholders, who consider it a pleasure to deal with
Blue Star. The Company’s fair and transparent business conduct has always resonated well with all its stakeholders. The Company
has long sustained relationships with several channel partners who have been associated with Blue Star over a long period,
and they have also imbibed the Company’s values and beliefs in their conduct and dealings. Blue Star believes that sustainable
economic growth can at best be achieved by imbibing shared growth dynamics whereby all the stakeholders, employees, business
partners and the society are benefitted. The Company has a robust vigilance and control framework in place, and has implemented
Enterprise Risk Management, Internal Audit and Whistle Blower Policies. All the policies and guidelines of the Company extend
to its subsidiaries, joint ventures, employees, vendors, contractors, channel partners and associates.
The Board of Blue Star and its senior leadership team play a vital role in setting the right tone at the top in practising ethical conduct,
transparent business practices and imbibing high standards of governance. Blue Star has in place a well-enumerated Code of
Conduct applicable to its directors, employees and other business partners (https://www.bluestarindia.com/media/271526/code-
of-conduct.pdf). The code focuses on strict adherence to the Company’s corporate values while delivering a world-class customer
experience. The Company’s core values and beliefs are the guiding force for all business activities and stakeholder interactions
at Blue Star. The Code acts as a central guide, to align the professional conduct of its employees and business associates with
its values and beliefs. It focuses on integrity in personal conduct, conflict of interest and related aspects of dealing with internal
and external stakeholders. It also enumerates issues related to ethics, bribery and corruption, and serves as a roadmap for its
employees as well as those of its subsidiaries and joint ventures. The Company is committed to follow the highest standards of
professionalism and business ethics. The Board Members and Senior Management affirm their compliance to the Code of Conduct
through an annual declaration. During the period under review the Company organised numerous training and awareness
programmes pertaining to ethical conduct and transparency for its Key Managerial Personnel and other employees.
It is a matter of great pride for the Company, that for the second time in a row, Blue Star has been bestowed with the ‘Golden
Peacock Award for Excellence in Corporate Governance.’ This award is a testimony to the highest levels of values, ethics and
governance standards followed by Blue Star.
The Company’s Whistle Blower policy has been communicated to the employees and other business partners, encouraging them
to report any instance of wrong-doing directly to the Company Secretary, who acts as the Ethics Officer; or to the Chairman of the
Audit Committee, who is an Independent Director of the Company. (Link - https://www.bluestarindia.com/media/271525/whistle-
blower-policy.pdf ). As a responsible corporate body, Blue Star is committed to transparency in its financial and other disclosures.
The Company through its regular endeavours continues to reinforce its Code of Conduct and Whistle Blower policy. It has
rolled-out e-learning modules and has on a year on year basis made amendments and revisions to these e-learning modules on
the Code of Conduct, Prevention of Sexual Harassment at Workplace and Whistle Blower policy for its employees. In addition, the
CHRO sends out a quarterly communication to all employees reminding them of the availability of the Whistle Blower mechanism
to report any concerns of unethical behaviour, violation of laws or regulations, or suspected fraud, to the Ethics Officer or the
Chairman of the Audit Committee or over a dedicate toll free line set up for the purpose.
During the year, the Ethics Committee of Blue Star investigated conduct matters arising from internal reviews and also complaints
received from whistle-blowers, and initiated disciplinary and other actions as appropriate. Blue Star has an established mechanism
to receive and deal with whistle blower complaints from various stakeholders. The number of complaints received and appropriately
disposed off in each category of employees is as follows:

Business Responsibility Report Blue Star Limited | 155


(No. of employees)
Particulars Year ended March 31, 2021 Year ended March 31, 2020
Directors Nil Nil
KMPs Nil Nil
Employees 2 6
Workers Nil Nil
During the year neither the Company nor any of its directors or Key Managerial Personnel were subjected to fines/penalties/
punishment/award/compounding fees/settlement amount in any of the judicial proceedings.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout their lifecycle.
Ensuring sustainability and mitigating impact of climate change have always been important factors for Blue Star and the
Company’s products rate high on energy-efficiency standards. The Company’s adoption of eco-friendly refrigerants has been ahead
of the industry curve. The product management and R&D teams regularly review and adopt latest technology in products and
processes across businesses, key consideration being resource-efficiency and sustainability. There is a special, in-house focus on
embedding the energy-efficient inverter technology across key products of the Company, namely chillers, VRFs, ducted systems
and wall-mounted split air conditioners. Refrigerants with low global warming potential help mitigate environmental impact
and energy-efficiency concerns. Sustainability related aspects, risks, as well as opportunities are integrated into the engineering
and design of the Company’s projects, products and services. Resources used for the production of the entire product portfolio
of the Company are tracked and monitored diligently and systematically. Due to continuous product innovations with a focus
on energy-efficiency and low global warming potential, electricity consumption during product use at the consumer’s end is
systematically reduced, with lower environmental impact.
The businesses strive to raise consumers’ awareness of their rights through education, product labelling and details of the
product composition, appropriate marketing communication, and promotion of safe usage as well as disposal of the products.
The Company has been working towards higher sustainability in sourcing through a common supplier basket for multiple
businesses. With respect to packaging materials, regular supplier meetings and discussions on the recommended practices to
minimise waste as well as on optimising logistics to reduce fuel consumption and carbon footprint are being undertaken. The
sourcing team provides suppliers with managerial and technical assistance for improvements in productivity, quality, cost, delivery
and safety. The Company makes concerted efforts towards limiting waste in its production processes across factories. There is a
continued focus on energy management and deployment of renewable energy sources in some of the Company’s factories, and
enhancement of safety practices and total productive maintenance across the Company.
Blue Star’s officials are part of several national and international fora which are involved in the study of the technological feasibility
and performance of new eco-friendly refrigerants with low global warming potential; related safety issues, environmental impact
assessments and intellectual property rights; commercial viability; as well as energy-efficiency in high ambient temperature
conditions. Over the last couple of years through various initiatives pertaining to energy-efficiency and changeover to R-290
propane gas and use of cyclopentane blowing agent in Polyurethane foam (PUF) process, the entire range of freezers offered by
Blue Star are Green Freezers. Over the last couple of years, the Company has phased out refrigerants such as R-22 and R-134A, and
replaced them with lower Global Warming Point environmentally friendly refrigerants such as R-32 in the Room Air Conditioning
segment and R410A in the Ducted Split Air Conditioning segment. The Company’s investments in such initiatives undertaken
during the year were as follows:
(` crores)
Particulars Year ended March 31, 2021 Year ended March 31, 2020
R&D expenses 11.87 6.11
Capital investments 2.50 3.50
In the Company’s Electro-Mechanical Projects business, 96% of the total spend during 2020-21 was through domestic producers
including micro and small vendors and 4% through imports. As Supplier Excellence entails supplier audits and physical visits,
due to the COVID-19 pandemic, the activity did not happen last year and we continued business with the already on-board
MSME vendors. The supplier diversity also remained at the previous level of 24 suppliers on-board under this programme.
The Company actively supports development of a small and medium supplier base. Around 17% of the Company’s procurement
is from MSME vendors.

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Under the E-waste (Management) Rules, 2016, the Company has obtained authorisation as a Producer, to dispose of all e-waste
generated during business operations on a pan-India basis through an arrangement with authorised e-waste dismantlers and
recyclers. The Company has been discharging its Extended Producer Responsibilities (EPR) under the e-waste rules by achieving
the set target of channelising e-waste and implementing other initiatives. The Company achieved 102.5% of e-waste collection
and channelisation against the set target of EPR for the financial year 2020-21.
Principle 3: Businesses should promote the well-being of all employees.
Blue Star, through its continuous emphasis on employee-centric endeavours has been successful in creating a high-performing,
meritocracy-based culture within the organisation. The Company values its people and is responsive towards their needs and
well-being, thereby nurturing and empowering its employees. The Company’s approach of shared growth, whereby it gives
equal importance to its employees’ individual growth and development along with the Company’s growth, has been resonating
well with the employees. The passion and fervour showcased by its employees, several of whom have been associated with the
organisation since decades, and the pride they take in their association with Blue Star, is the highest testimony of the trust and
confidence placed by its employees in the Company. Welfare of its employees is paramount for Blue Star. The Company has a
robust HR framework in place, which it revisits and improves regularly in order to bring in a more modern and contemporary
approach towards its people systems and processes. All of this is aimed at augmenting the employee-friendly ecosystem.
Blue Star has a rich and diversified workforce with employees from varied backgrounds, geographies, ethnicities, languages,
genders, religions, castes and creeds. The core thinking of its people is ingrained with strong value systems, ethics, honesty,
sincerity of purpose and teamwork, among many others. The total employee count of the Company was 2621 as on
March 31, 2021. Apart from this, the Company had hired 2777 persons on a temporary or contractual basis. There are no permanent
employees with permanent disabilities in the organisation. 194 employees, forming 7% of the permanent staff, are members of
employee associations recognised by the Company. Around 59% of the total permanent workers deployed across the Company’s
manufacturing plants were members of recognised associations or unions for the year ended March 31, 2021, as against 58% in the
previous year. With a strong emphasis on development of its people, Blue Star organises numerous training and developmental
programmes as well as workshops for its people in addition to providing them with a well-rounded exposure to business activities,
which enables them to hone their capabilities and build their career within the organisation. The Company believes in paying
close attention to each employee’s career graph, in relation to his/her potential and provides relevant opportunities for individual
growth. Blue Star encourages job rotation which helps employees to take on new responsibilities thereby widening their exposure
and enhancing their credentials. Training programmes for all-round development of workmen are also conducted at the factories.
The Company has rolled out numerous initiatives in its endeavour towards promoting a healthy work-life balance, such as flexible
timing and work-from-home policies that keep the employees positive and energised. The Management has always been open and
transparent in its dealings with the employees where an open-door policy is promoted and practised under which an employee
can approach any Senior Management member to discuss ideas, suggestions or concerns.
Blue Starites take pride in being associated with the Company and have a strong belief in the management’s Vision, Competence
and Ethics. They appreciate the Management for maintaining a strong and regular communication with them as well as cherish
the friendly and family-like work environment.
There are 205 permanent women employees in the Management cadre in the organisation. The Company has augmented the
strength of its female employees to approximately 9.2% across levels and roles in the Management cadre during FY21. The Company
endorses equal gender representation across management and leadership positions, and regularly conducts programmes around
women-centric initiatives, and honing aspiring female contenders for Senior Management positions. The HR team is committed
to creating a woman-friendly ecosystem across offices, factories and work sites which encourages gender equality at all times.
With Compensation and Benefits forming an integral part of being an employer of choice, Blue Star has a well-structured
Compensation and Benefits system in place, which boosts the recruitment and retention efforts of the Company. The details of
measures undertaken for the well-being of employees include the following:

Business Responsibility Report Blue Star Limited | 157


% of employees covered by
Category
Health insurance Accident insurance Maternity benefits Day Care facilities

Permanent employees
Male 100% 100% 0% 0.00%
Female 100% 100% 100% 3.49%
Total 100% 100% 0.31%

Other than Permanent employees


Male 100% 100%
Female 100% 100%
Total 100% 100%

Details of Retirement benefits provided to employees:

Year ended March 31, 2021 Year ended March 31, 2020

Benefits No. of employees Deducted and No. of employees Deducted and


covered as a % of deposited with the covered as a % of deposited with the
total employees authority (Y/N/N.A.) total employees authority (Y/N/N.A.)
PF 100% Y 100% Y
Gratuity 100% Y 100% Y
ESI (as applicable) 2% Y 2% Y
The Company’s performance appraisal system is fair, equitable and transparent, and ensures higher employee satisfaction,
leading to increased motivation and productivity. The employees of the Company are covered by a structured performance and
development review twice in a year – a midterm review and an annual review. Besides, Blue Star’s HR practices are also being
strengthened with the intent to attract and retain the best-in-class talent which will help take the Company into the league of
top 10 employers in the engineering and consumer products industry. A strong employee engagement programme has been
put in place to build energised teams across Blue Star. Largely, these encourage a culture of entrepreneurship and innovation
in the Company. A full-fledged leadership development and succession planning programme has been put in place to develop
the next set of leaders for Blue Star.
Safety is paramount at Blue Star and it is not compromised with, at any cost. Blue Star remains committed in its endeavour to
ensure and adhere to the highest standards of safety for which regular sensitisation and training workshops are conducted,
mock drills are hosted and specific safety interventions are held across Blue Star’s offices and manufacturing facilities. In the year
gone by, the Lost Time Injury Frequency Rate (LTIFR) per one million-person hours worked, was 0.0270 as on March 31, 2021,
as against 0.0694 as on March 31, 2020. Besides, one employee and two workers recorded work-related injuries during FY21.
No fatalities and no high consequence work-related injury or ill-health (excluding fatalities) were recorded during the period
under review.
The channel partners are also familiarised with the safety standards. Around 30,803 safety training man-days were logged during the
year. This has been instrumental in fostering a ‘Safety First’ culture within the organisation. The capability of new sub-contractors
with respect to safety requisites is evaluated before assigning contracts, and compliance to the policy is ensured through regular
training, site visits and audits. All new employees, dealer technicians and contract workmen receive systematic safety training
before commencing work, and regular refresher sessions are conducted in the course of work. The safety performance of various
divisions of the Company is reviewed during business meetings and management review meetings. In addition, key safety
performance numbers are reviewed by the Board on a quarterly basis. In the period under review, 3582 touch points (permanent
employees including 184 women employees) underwent the safety skills upgradation training.

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Details of Training given to employees and workers on Health and Safety measures and on skill upgradation:
(% covered)
Year ended March 31, 2021 Year ended March 31, 2020
Category On Health and On Skill On Health and On Skill
safety measures upgradation safety measures upgradation
Employees
Male 100% 54% 100% 69%
Female 100% 50% 100% 43%
Total 100% 54% 100% 67%
Workers
Male 100 81% 100% 86%
Female 100 100% 100% 76%
Total 100 82% 100% 8%
The Company has been diligently ensuring the management of health and safety of its employees amidst the current pandemic
situation. The physical and emotional well-being of its employees being paramount for Blue Star, the Company has been
continuously monitoring the situation and is swiftly addressing employee concerns through various fora to ensure utmost safety
and health precautions for its employees. Through meticulous planning the Company has implemented various COVID-appropriate
measures, keeping in mind the directives of the local authorities. The Company has in place a set of guidelines to be complied
with by employees while travelling, working in office or at project sites, and they have been clearly informed and educated about
the safety measures to be adhered to, to prevent the spread of COVID-19. Various additional welfare measures such as additional
insurance coverage to the employees and their families and soft loan schemes were introduced to help employees tide over the
uncertainty caused by the pandemic.
Besides, an app, ‘Star Safe App,’ which gathers daily health data of the employees, is being used across Blue Star’s offices to
monitor the health of the employees on a daily basis. Also, the download and active usage of ‘Aarogya Setu App’ and another app
internal to the Company’s employees – ‘Starry App’ – have been made compulsory for all employees.
The Company lives by the principle of ‘equal pay for equal work’, and has a no-tolerance policy towards child labour, forced
labour, sexual harassment and discriminatory employment or biases in growth opportunities for its staff members. Well-defined
policies on safety at work, prevention of sexual harassment at workplace, employee welfare programmes, managerial remuneration
and benefits, performance recognition, maternity benefits, medical insurance, support for education of employees’ children,
service awards, health and wellness, celebrations, get-togethers and sports competitions, amongst others, have been made
available on the employee portal for easy access and reference.
There were no complaints related to child labour, forced or involuntary labour filed during 2020-21. In line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company organises workshops and
awareness programmes at regular intervals to sensitise employees across its offices and manufacturing facilities. In addition, an
e-learning module has also been developed to acquaint the employees with the nuances of what constitutes appropriate behavior
and the internal mechanism to address their concerns. During the year under review, two complaints alleging sexual harassment
were filed with the Company, and the cases were investigated thoroughly and resolved as per the provisions of the aforesaid Act.
Principle 4: Businesses should respect the interests of, and be responsive towards, all stakeholders, especially those who
are disadvantaged, vulnerable and marginalised.
Blue Star regularly and effectively engages with all its stakeholders as it immensely values their contribution. The Company has
clearly mapped its internal and external stakeholders which include employees, customers, business associates, suppliers and
distributors, shareholders, bankers, debenture holders, regulatory authorities and industry associations, besides others, in order
to understand and respond to their changing needs. The Company, through various programmes and meets held across the
country, regularly disseminates information pertaining to its vision as well as its product and service portfolio to its stakeholders.
Over the last 77 years, the Company, through its transparent engagement, has built high trust-based relationships with all its
stakeholders which has strengthened the Company’s standing and has significantly contributed to its growth.

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Blue Star’s dealer network is extensive and a major strength to its channel distribution businesses since dealers, as the extended
arms of the Company, are responsible for quick and efficient response to customer needs all over the country. Product launch
programmes and training sessions for dealers, besides performance recognition, ensure a continuing interaction with channel
associates.
Through an active investor relations programme which covers both individual and institutional investors, the investors are
regularly apprised of the on-going performance of the Company and the medium term outlook. The Company holds regular
meets with institutional investors and analysts after declaration of its financial results. The Company participates in several investor
conferences and also meets analysts and fund managers in group and one-on-one sessions, on an on-going basis. The corporate
website contains information on all its products and services, policies, press releases, financial results, annual reports, investor
updates and conference calls transcripts, amongst others. Proactive engagement with the bankers and credit rating agencies
through the year helps the Company fulfil its financing requirements as required.
Blue Star’s CSR programmes focus primarily on disadvantaged and marginalised communities. The Company is conscious of the
impact of its operations on the communities around its facilities, and is committed to contributing actively towards enhancing
their living standards through interventions in skill development, water, sanitation and hygiene, health, education and women
empowerment. Blue Star strongly believes in affirmative action, and has been actively involved in the development of Dalit
entrepreneurs by providing them with opportunities as vendors and channel partners, as well as mentoring them on various
aspects of business and communication. For the initiatives undertaken by the Company towards the society, please refer to
the CSR activities enumerated in Annexure 2 to the Board’s Report as well as the Social Capital section in the Integrated Report
section of this report on page no. 59.
Principle 5: Businesses should respect and promote human rights.
Respecting and protecting human rights under all circumstances is paramount at Blue Star. The Company through policy
advocacy, and fair and transparent business conduct which is clearly enumerated and articulated in its systems and policies,
ensures strict adherence to protection of human rights and prevention of any violations thereunder.
Blue Star has formulated and adopted a Code of Conduct that is applicable to its vendors, dealers, service providers and employees
to address and redress grievances of any nature including those that may lead to breach of ethics and sexual harassment. This
comprises formal mechanisms which are administered through committees that review any grievance and are responsible to
ensure anonymity and confidentiality of the complainants. Through regular communication and workshops, the employees have
been made aware of the policy related to sexual harassment at the workplace, along with the objectives, applicability, structure
of committees and the process undertaken to redress complaints. The complainants are assured of complete anonymity and
confidentiality. In its commitment towards safety and security of its employees, Blue Star ensures that safety practices are adhered
to at its construction sites, and continues to engage with construction suppliers through training, safety audits and checks.
There is a discreet and formal mechanism in place for all the employees to voice their concerns, if any, to the Vice Chairman and
the Managing Directors, in person with the open-door policy in place or through a dedicated email address, which is handled
and managed by only the Vice Chairman and the Managing Directors.
Principle 6: Business should respect, protect, and make efforts to restore the environment.
Blue Star plays a critical role in initiatives to reduce power consumption and incorporate non-ozone depleting refrigerants with
low global warming potential. The Company’s room air conditioner range has always been in line with the updated energy
standards prescribed by the Bureau of Energy Efficiency (BEE), and Blue Star was amongst the first companies to comply with
BEE’s voluntary labelling programme for inverter split air conditioners.
Effective January 1, 2018, the Government issued a notification revising the star rating plan applicable to unitary and split air
conditioners. This evolved rating methodology factors in variance in higher temperature zones in the country and rates air
conditioners accordingly. Consumers can now purchase air conditioners with higher efficiency leading to lower electricity bills.
The Bureau has been increasing these standards such that the highest star rated air conditioner in 2010 has become the least
rated air conditioner in 2018. The Company has complied with this revised star rating plan for all its room air conditioners to
which the said notification is applicable.
Blue Star closely monitors the reduction of the use of hazardous substances in the manufacturing of its products. It consistently
ensures that the products do not, at any given time, contain lead, mercury, cadmium or any such hazardous substances over the
concentration value permitted by the environmental laws in India.

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The manufacturing facilities are equipped with testing machines that use the latest technology to aid in quality improvement as
well as energy and water savings, which includes water harvesting facilities at manufacturing plants. A first-of-its-kind set-up for
cold room panel manufacturing at the Wada/Ahmedabad plants incorporates an eco-friendly foaming process using cyclopentane,
which is supported by the Ozone Cell, Ministry of Environment and Forests. This is in line with Blue Star’s commitment to phase out
CFC/HFC substances. Cyclopentane blown foam contains no ozone depleting substances and has a negligible impact on global
warming. Blue Star’s Wada factory is certified as a Gold-rated Green Building by the Indian Green Building Council, Hyderabad.
Blue Star’s Senior Management is part of numerous domestic and international initiatives, including participation in round table
discussions and workshops that focus on certification and compliance processes, as well as standards and labelling programmes.
These fora focus on: the use of refrigerants and technologies used in HVAC products; the economic impact of the new generation
of refrigerants that come at a higher price; new kinds of patents; development of alternate and natural refrigerants; safety
standards; and financial viability; amongst others.
All the manufacturing facilities of the Company have consented to operate on a zero-discharge basis, since all the wastes generated
due to industrial processes are treated onsite. The Company has been filing returns with the Central Pollution Control Board under
E-Waste (Management) Rules, annually. All the waste generated were disposed through authorised recyclers.
Some of the energy saving reduction initiatives undertaken during the year and their outcome are as follows:
Sr
Initiative undertaken Outcome of the initiative
No
1 The Company's Himachal Plants reduced DG set operation Diesel consumption reduced from 71 kl/year to 39 kl/year
by providing UPS supply to lab power source
2 Numerous energy saving initiatives were undertaken across HP 1 plant saved 144000 kWh; HP 2 plant saved 62366 kWh;
the Company's Himachal Pradesh (HP 1 and HP 2) and Wada and the Wada plant saved 2,62,052 kWh of energy
plants
3 The Company’s HP 2 plant deployed the Root Bed technology STP output in water sampling passed testing
at STP which helps STP water filtration in a natural way
without consuming any auxiliary power and also enables
creation of green flora indicating zero pollutant in the water
4 The Company’s Wada plant achieved reduction in diesel Diesel consumption reduced from 38.4 kl to 33.2 kl
consumption by controlling the operation of the DG Set for
Screw Chiller and R & D testing
5 999 kW of solar power was installed and connected to the Savings of 80000-90000 kWh per month
grid at the Company’s Wada Plant in January 2021
6 PNG as the fuel source was installed for paint shop and Fuel consumption cost reduced by approx. `2 lakhs/month
canteen at the Company’s Dadra plant and exhaust parameters improved drastically
7 The Company’s Dadra plant undertook solar grid installation This resulted in savings of `0.40 lakhs/month and also helped
of 100 kVA capacity to reduce the emissions by 10T of CO2 emissions per month
8 The Company’s Dadra plant undertook rain water harvesting In FY21, Dadra Plant did not consume any water from external
project of a recharge capacity of 137 kl/day in the monsoon sources. This also helped to increase the water table of the
season. surrounding area and villages
Blue Star introduced a range of water purifiers with High Recovery Reverse Osmosis which is aimed at significantly reducing water
wastage as well and will assist in gearing up for the likely amendments in the regulatory policies in the near future.
The organisation works at optimising its water consumption through adoption of new technologies and behaviour change
initiatives. The employees of Blue Star showcase their support to the cause of renewable energy at various public fora. Key
business partners and associates are persuaded, supported and educated to adopt the organisation’s environmental-friendly
practices across the value chain. The Company has received numerous commendations from its clients for its energy-efficient
products and services, projects as well as installations.
In its endeavour to utilise renewable energy, Blue Star has completed the installation of a 1MW solar power plant at its manufacturing
facility at Wada and another 100kW one at Dadra. These installations were initiated in FY20, and both are expected to result in
significant savings in power and fuel cost.

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The Management of Blue Star identifies and assesses potential environmental risks from time to time. The Company has always
been sensitive towards the environmental impact of its operations, and has proactively adopted environmentally-sustainable
business practices wherever possible. Regular checks are conducted by internal and independent auditors/assessors to ensure
compliance with relevant environmental regulations and policies.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner.
Blue Star is very active on the industry front and, through its collaborations with industrial institutions and professional bodies,
works towards the betterment of the industry as a whole. The Company aspires to drive a positive change in the industry by way
of providing advocacy in matters pertaining to advancement of the industry and public good. The Company also contributes to
industrial and trade bodies related to governance and administration, economic reforms, inclusive development policies, energy
security, water and food security, sustainable business principles, and others, seeking to create a transformational change.
Blue Star’s senior leadership has been offering its expertise and insights during the formulation of public policies through strategic
partnerships with industrial bodies and consortiums at the local, national and international levels, namely, Confederation of
Indian Industries (CII), Federation of Indian Chambers of Commerce and Industry (FICCI), Refrigeration and Air-conditioning
Manufacturers Association (RAMA), Bombay Chamber of Commerce & Industry (BCCI), Indian Green Building Council (IGBC),
The Energy and Resource Institute (TERI), Water Quality Association (WQA), National Safety Council, and various other collective
platforms or fora, to put forth the larger interests of the industry.
Principle 8: Businesses should support inclusive growth and equitable development.
The Company endeavours to help less privileged, rural and urban communities in the country through its social initiatives.
Blue Star’s social initiatives are strategically aligned to its domain knowledge and the skill sets of its employees, who are given
the opportunity to volunteer in these programmes. In the long-term, the Company is committed to Health, Hygiene and
Wellness through its products, services and social initiatives. The programmes are aligned to the UN’s Sustainable Development
Goals (SDGs), and to the country’s development indices. The initiatives focus on holistic interventions in vocational training
and upskilling of individuals in air conditioning as well as mechanical, electrical and plumbing services; supporting farmer
communities especially women farmer producer companies; hygiene facilities around its manufacturing facilities; and supporting
targeted and impact-driven interventions in the fields of education, health, women empowerment and sustainable development.
Blue Star also believes in rapid relief response in partnership with on-ground NGOs during times of national need, such as flood,
earthquakes, and the most recent example of the COVID-19 pandemic. The CSR Committee of the Company presently comprises
the Managing Director along with one Non-Executive Director and an Independent Director. The role of the CSR Committee
is to review, monitor and provide strategic direction to Blue Star’s CSR practices, which is well aligned to its competencies and
core people skills. This Committee formulates and monitors the CSR policy as well as recommends the annual CSR plan of the
Company to the Board, in line with Companies Act, 2013. Periodic reviews help monitor the benefits received by the community,
and lead to augmenting the projects.
In addition to its CSR efforts, the Company has been supporting various philanthropic causes through its charitable trust,
Blue Star Foundation, which sponsors activities in the areas of education and healthcare. Besides these, the local teams across its
major offices and factories also support local initiatives to improve health, education, environment, hygiene and infrastructure
for public utility. Details of the CSR activities of the Company and their impact are given in Annexure 2 to the Board’s Report as
well as in the Integrated Report.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible manner.
As a customer-centric organisation, the Company strives to generate the highest value for its consumers with every product or
service that it offers. All its efforts are directed towards meeting and surpassing customer expectations, and creating customer
delight through enhanced value creation. Blue Star’s world-class products are the result of extensive research and development
and incorporate cutting edge technology with stringent quality checks. The Electro-Mechanical Projects business, with
‘Superior Project Delivery’ as its value proposition, offers turnkey design and build solutions to its customers; and the PE&IS
business with ‘Superior Technology Solutions’ as its value proposition is engaged in the distribution of high-tech professional
electronic equipment and services, as well as industrial products and systems. These two have proved to be major differentiators
in the marketplace. The Company offers Gold Standard Service that has stringent response and turnaround time, adhered to
by the teams for resolution of consumer complaints and breakdown calls. Blue Star has a defined mechanism in place whereby
consumer insights are sought systematically across businesses through customer interactions and focused group discussions,

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and incorporated in product development processes. All this empowers and enables the Company to respond effectively to
the changing dynamics in the markets that it operates in, giving it an edge. Blue Star is also advancing well on the digital front
by imbibing latest digital technologies across its lines of businesses including applications designed for smooth and enhanced
customer interface across products and services as well as ease of doing business.
Blue Star’s products and services are widely accepted across countries the world over. The Company’s products, services and
facilities have been validated and endorsed by several certification bodies for adherence to set standards and guidelines.
Blue Star’s room air conditioners have cleared stringent Bureau of Energy Efficiency (BEE) norms with each passing year.
The Company’s air conditioning and refrigeration services are ISO 9001:2015 certified. The Company was recently certified
under ISO 45001:2018 for Engineering Facilities Management and Revamp Site Operation of the Customer Service Group. The
manufacturing facilities have received several certifications with respect to health and safety compliance as well as quality
adherence. The Company has also received multiple certifications for its products and services for international markets.
Blue Star believes in honest and transparent communication of its products and services across the media. The Senior Management
regularly communicates the Company’s performance, market trends, and impact of change in industry policies or Government
regulations, to all its stakeholders and the public at large. Blue Star adheres to all norms and standards, as well as to voluntary
codes and guidelines related to marketing communication. The brand management guidelines have been institutionalised
by Blue Star’s Corporate Communications and Marketing Services department, which help customers identify and distinguish
Blue Star’s products and services. The television commercials focus on intelligent, humour-based communication, educating
customers in a unique manner about the function and benefits of its products and services.
The social media pages of the brand deliver value-based communication to customers. All marketing collaterals of the Company
disseminate information truthfully and factually, so that customers can exercise their freedom to consume its products and
services in a responsible manner. All products are accompanied by Operation & Maintenance manuals, in line with relevant codes
and specifications. The sale of products is followed by responsible and seamless integration of its related services to enhance
customer experience.
Customer engagement is an on-going process at Blue Star. The Company conducts periodical surveys through external market
research firms to understand customer behaviour, requirements and satisfaction levels with respect to its products and services.
There are several modes by which a customer can connect with the brand for getting their enquiries, feedback or concerns
addressed. A multi-platform grievance mechanism ensures that the Company officials can be contacted for a fair, swift and
transparent grievance resolution via phone, e-mail, website, feedback forms and letters, as deemed fit.
Out of the total calls received by the Company from customers, approximately 78% were related to complaints, of which 3.6%
complaints were pending resolution as on March 31, 2021. All the other complaints were closed to the satisfaction of the
customers. The dissatisfied customers of the Company generally file their cases before the consumer fora, which the Company
defends appropriately. Out of all the consumer cases filed, 19 cases were resolved during 2020-21, and as on March 31, 2021,
74 cases were pending before various consumer fora. No case was filed by any stakeholder against the Company regarding
unfair trade practices, irresponsible advertising or anti-competitive behaviour during the last five years. The organisation is
compliant with all legal requirements pertaining to product information and labelling. In addition to the mandatory requisites, it
also provides service and safety manuals to the customers as deemed appropriate. Further details with respect to the businesses
and support functions of the Company have been enumerated in the Management Discussion and Analysis section and Integrated
Report section of this report.

Business Responsibility Report Blue Star Limited | 163


Independent Auditor’s Report on Consolidated Financial Statements

To The Members of Blue Star Limited


Report on the Audit of the Consolidated Financial Statements

Opinion
We have audited the accompanying consolidated financial statements of Blue Star Limited (”the Parent”) and its subsidiaries,
(the Parent and its subsidiaries together referred to as “the Group”) which includes the Group’s share of profit in its joint
ventures, which comprise the Consolidated Balance Sheet as at March 31, 2021, and the Consolidated Statement of Profit and
Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash
Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration
of reports of the other auditors on separate financial statements / financial information of the subsidiaries and a joint venture
referred to in the Other Matters section below, the aforesaid consolidated financial statements give the information required
by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended (‘Ind AS’), and other accounting principles generally accepted in India, of the consolidated state of affairs of
the Group as at March 31, 2021, and their consolidated profit, their consolidated total comprehensive income, their consolidated
changes in equity and their consolidated cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under
section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and joint ventures
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical
requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
ICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors
in terms of their reports referred to in the sub-paragraph (a) of the Other Matters section below, is sufficient and appropriate to
provide a basis for our audit opinion on the consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have determined the matters described below to be the key audit matters to be communicated in our report.

166 | Blue Star Limited Independent Auditor’s Report on Consolidated Financial Statements
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Sr. No. Key Audit Matter Auditor’s Response


1 Accounting for Fixed Price Principal audit procedures performed:
Contracts: i. assessed the appropriateness of the accounting policy for recognising revenue
Estimate of cost is a critical on fixed price contracts with the requirements of Ind AS 115.
estimate to determine ii. evaluated the design and implementation of internal controls over recording
revenues from fixed price of actual cost till date and estimation of total cost required to complete the
contracts and liability for performance obligations.
onerous obligations. This
iii. tested the operating effectiveness of the said internal controls for a selected
estimate has an inherent
sample of contracts.
uncertainty as it requires
measurement of the progress iv. verified the Company’s measurement of the actual cost till date and the total
of contracts, which is based estimated cost for completion of performance obligations for a selected sample
on cost till date and total of contracts.
cost required to complete v. performed substantive tests on a sample of contracts to identify, if any,
the contract performance significant variations in actual costs till date and total costs required to complete
obligations. the performance obligations and verified whether the revenue was recognised
based on such costs after considering the effects of variations, if any, in the total
(Refer Note 15, 23, 27 and 51)
costs required to complete the performance obligations.
vi. identified onerous contracts to record a provision for expected costs to be
incurred till completion of the contract.
2 Assessment of the carrying Principal audit procedures performed:
value of trade receivables i. evaluated the design and implementation of internal controls over the review of
and contract assets: valuation of trade receivables and contract assets.
The appropriate valuation of ii. tested the operating effectiveness of the said internal controls for selected
certain trade receivables and samples.
contract assets is dependent
iii. scrutinised a sample of receivable accounts to confirm management’s assessment
on a number of factors such
about recoverability of the receivables, having regards to credit worthiness of the
as age, credit worthiness and
counterparties to make payment based on passage of time and/ or information
ability of counterparties to
available with management.
make payment.
iv. verified subsequent receipts for selected samples, post balance sheet date.
(Refer Note 12 and 15)
v. verified the management’s estimates for provision of expected credit loss in
terms of Ind AS 109 on Financial Instruments.

Independent Auditor’s Report on Consolidated Financial Statements Blue Star Limited | 167
Information Other than the Financial Statements and Auditor’s Report Thereon
The Parent’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Integrated Report, Board’s Report, Management Discussion and Analysis, Business Responsibility Report and the
Dynamics of Blue Star’s Growth (herein after referred to as “other information”), but does not include the consolidated financial
statements, standalone financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information,
compare with the financial statements of the subsidiaries and a joint venture audited by the other auditors, to the extent it
relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries and a joint
venture, is traced from their financial statements audited by the other auditors.
If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Consolidated Financial Statements
The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of
these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial
performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group
including its joint ventures in accordance with the Ind AS and other accounting principles generally accepted in India. The
respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its joint
ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Parent, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and
of its joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of
Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for
overseeing the financial reporting process of the Group and of its joint ventures.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.

168 | Blue Star Limited Independent Auditor’s Report on Consolidated Financial Statements
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Parent has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its joint
ventures to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within
the Group and its joint ventures to express an opinion on the consolidated financial statements. We are responsible for
the direction, supervision and performance of the audit of the financial statements of such entities or business activities
included in the consolidated financial statements of which we are the independent auditors. For the other entities or
business activities included in the consolidated financial statements, which have been audited by the other auditors, such
other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We
remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial
statements.
We communicate with those charged with governance of the Parent and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

Independent Auditor’s Report on Consolidated Financial Statements Blue Star Limited | 169
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
a) We did not audit the financial statements / financial information of two subsidiaries, whose financial statements / financial
information reflect total assets of Rs. 150.13 crore as at March 31, 2021, total revenues of Rs. 142.50 crore and net cash
outflows amounting to Rs. 20.21 crore for the year ended on that date, as considered in the consolidated financial
statements. The consolidated financial statements also include the Group’s share of net profit of Rs. 2.60 crore for the year
ended March 31, 2021, as considered in the consolidated financial statements, in respect of a joint venture, whose financial
statements have not been audited by us. These financial statements have been audited by other auditors whose reports
have been furnished to us by the Management.
These subsidiaries and joint venture are located outside India whose financial statements / financial and other information
have been prepared in accordance with accounting principles generally accepted in their respective countries and have
been audited by the other auditors under generally accepted auditing standards applicable in such countries. The Parent‘s
management has converted these financial statements from accounting principles generally accepted in respective
countries to accounting principles generally accepted in India, where applicable. We have audited these conversion
adjustments made by the Parent‘s management. Our report on the financial Statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries and the joint venture, and our report in terms of subsection (3) of
Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and the joint venture is based solely on the reports
of the other auditors, the conversion adjustments prepared by the Management of the Parent and audited by us, and the
procedures performed by us as stated under Auditor’s Responsibilities section above.
b) The consolidated financial statements also include the Group’s share of net profit of Rs. Nil for the year ended March 31,
2021, as considered in the consolidated financial statements, in respect of a joint venture, whose financial statements /
financial information have not been audited by us. These financial statements / financial information are unaudited and
have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it
relates to the amounts and disclosures included in respect of the said joint venture, is based solely on such unaudited
financial statements / financial information. In our opinion and according to the information and explanations given to us
by the Management, these financial statements / financial information are not material to the Group.
Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the
other auditors and the financial statements / financial information certified by the Management.

170 | Blue Star Limited Independent Auditor’s Report on Consolidated Financial Statements
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Report on Other Legal and Regulatory Requirements


As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on
the separate financial statements / financial information of the subsidiaries and a joint venture referred to in the Other Matters
section above we report, to the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial
statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income,
the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of
the Act.
e) On the basis of the written representations received from the directors of the Parent taken on record by the Board of
Directors of the Parent and the report of the statutory auditor of a subsidiary company incorporated in India, none of the
directors of the Group companies incorporated in India is disqualified as on March 31, 2021 from being appointed as a
director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness
of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Parent and a
subsidiary company incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of internal financial controls over financial reporting of those companies.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by
the Parent to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations
given to us:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position
of the Group and its joint ventures.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Parent.
For Deloitte Haskins and Sells LLP
Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Samir R. Shah
Partner
(Membership No. 101708)
(UDIN: 21101708AAAABS9353)
Place : Mumbai
Date : May 6, 2021

Independent Auditor’s Report on Consolidated Financial Statements Blue Star Limited | 171
Annexure “A” to the Independent Auditor’s Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended
March 31, 2021, we have audited the internal financial controls over financial reporting of Blue Star Limited (hereinafter referred
to as “Parent”) and its subsidiary company, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Parent and its subsidiary company, which are companies incorporated in India, are
responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the respective Companies considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent and its
subsidiary company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and
the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit
of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the internal financial controls system over financial reporting of the Parent and its subsidiary company, which are companies
incorporated in India.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

172 | Blue Star Limited Annexure “A” to the Independent Auditor’s Report
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Inherent Limitations of Internal Financial Controls Over Financial Reporting


Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Parent and its subsidiary company,
which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021,
based on the criteria for internal financial control over financial reporting established by the respective companies considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the ICAI.

For Deloitte Haskins and Sells LLP


Chartered Accountants
(Firm‘s Registration No.117366W/W-100018)

Samir R. Shah
Partner
(Membership No. 101708)
(UDIN: 21101708AAAABS9353)
Place : Mumbai
Date : May 6, 2021

Annexure “A” to the Independent Auditor’s Report Blue Star Limited | 173
Consolidated Balance Sheet as at March 31, 2021
(` in crores)
As at As at
Particulars Notes
31st March, 2021 31st March, 2020
A ASSETS
1. Non-current assets
Property plant and equipment 4 269.23 274.24
Right-of-use assets 5 50.07 55.45
Capital work-in-progress 68.11 56.35
Investment property 6 11.95 62.71
Intangible assets 7 52.31 51.39
Intangible assets under development 3.42 11.01
Investment in joint ventures 8 15.91 16.87
Financial assets
- Loans 9 22.42 19.28
- Other financial assets 10 6.01 4.62
Income tax assets 86.20 91.46
Deferred tax assets (net) 26 47.49 81.75
Other non-current assets 15 56.77 62.92
Total Non-Current Assets 689.90 788.05
2. Current Assets
Inventories 11 882.42 869.82
Financial assets
- Investments 8 279.06 -
- Loans 9 20.12 14.63
- Trade receivables 12 810.98 837.67
- Cash and cash equivalents 13 327.93 286.15
- Other bank balances 14 4.23 7.79
- Other Financial Assets 10 0.26 -
Other current assets 15 534.47 635.07
Assets held for sale 4 0.08 0.08
Total Current Assets 2,859.55 2,651.21
Total Assets 3,549.45 3,439.26
B EQUITY AND LIABILITIES
1. Equity
Equity share capital 16 19.26 19.26
Other equity 17 865.92 763.11
Total Equity 885.18 782.37
Non controlling interest 2.68 2.31
Total Equity 887.86 784.68
2. Non-Current-Liabilities
Financial liabilities
- Borrowings 19 349.26 47.71
- Lease liabilities 21 31.23 38.54
Provisions 24 10.82 13.26
Government grants 25 8.83 9.38
Total Non-Current-Liabilities 400.14 108.89
3. Current Liabilities
Financial liabilities
- Borrowings 19 102.34 401.23
- Trade payables
a. Total outstanding dues of micro enterprises and small enterprises 20 66.97 44.08
b. Total outstanding dues of creditors other than micro enterprises and
small enterprises 1,537.92 1,538.29
- Lease liabilities 21 24.10 21.24
- Other financial liabilities 22 36.81 33.37
Provisions 24 48.37 64.98
Government grants 25 2.33 3.52
Income tax liabilities (net) 0.59 1.43
Other current liabilities 23 442.02 437.56
Total Current Liabilities 2,261.45 2,545.69
Total Equity and Liabilities 3,549.45 3,439.26
The accompanying notes are an integral part of the financial statements 1 to 52
In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

174 | Blue Star Limited Consolidated Balance Sheet


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Consolidated Statement of Profit & Loss for the year ended March 31, 2021
(` in crores)
For the year ended For the year ended
Particulars Notes
31st March, 2021 31st March, 2020
Revenue from operations 27 4,263.59 5,360.19
Other income 28 62.35 44.70
Total Income (i) 4,325.94 5,404.89
Expenses
Cost of raw materials consumed (including direct project and service cost) 29 2,360.45 3,108.84
Purchase of stock-in-trade 29 880.09 917.22
Changes in inventories of finished goods, stock-in-trade and work-in-progress 29 30.81 (7.95)
Employee benefits expense 30 381.81 484.51
Depreciation and amortisation expense 31 92.29 87.99
Finance costs 33 64.72 29.47
Other expenses 32 370.62 574.79
Total expenses (ii) 4,180.79 5,194.87
Profit before exceptional items and tax (i) – (ii) 145.15 210.02
Exceptional items 34 - (4.03)
Profit before tax 145.15 205.99
Tax expense
i) current tax 26 27.75 37.27
ii) deferred tax 26 19.34 28.05
Total tax expense 47.09 65.32
Net profit after tax 98.06 140.67
Share in profit/(loss) of joint ventures 2.60 3.03
Non-controlling interests (0.31) (0.45)
Profit for the year 100.35 143.25
Other comprehensive income
Other comprehensive income not to be reclassified to profit or loss in
subsequent periods:
Re-measurement gains/(losses) on defined benefit plans 5.94 (2.94)
Income tax effect 26 (1.85) 0.93
4.09 (2.01)
Other comprehensive income to be reclassified to profit or loss in
subsequent periods:
Foreign currency translation reserve (1.62) 4.47
Income tax effect 26 - -
(1.62) 4.47
TotalComprehensiveincomefortheyearattributabletotheownersofthecompany 102.82 145.71
Total Comprehensive income for the year attributable to Non-controlling 0.31 0.45
interest
Earnings per share (face value of `2 per share) 35
Basic (in `) 10.42 14.87
Diluted (in `) 10.42 14.87
The accompanying notes are an integral part of the financial statements 1 to 52

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

Consolidated Statement of Profit & Loss Blue Star Limited | 175


Consolidated Statement of Changes in Equity for the year ended March 31, 2021

(A) Equity share capital


For the year ended March 31, 2021 (` in crores)
Balance as at April 1, 2020 Changes in equity share capital during the year Balance as at March 31, 2021
19.26 - 19.26
For the year ended March 31, 2020 (` in crores)
Balance as at April 1, 2019 Changes in equity share capital during the year Balance as at March 31, 2020
19.26 - 19.26

(B) Other equity


For the year ended March 31, 2021 (` in crores)
Securities Capital Capital Capital General Retained Other Total
premium redemption subsidy from reserve reserve earning comprehensive other
Particulars (refer note reserve government (refer note income equity
17) (refer note (refer note 17) Foreign currency
17) 17) translation reserve
Balance as at April 1, 2020 210.15 2.34 0.60 43.43 152.21 349.58 4.80 763.11
Profit for the year - - - - - 100.35 - 100.35
Other Comprehensive
Income for the year - - - - - 4.08 (1.62) 2.46
(net of tax)
Total comprehensive
- - - - - 104.43 (1.62) 102.81
income for the year
As at March 31, 2021 210.15 2.34 0.60 43.43 152.21 454.01 3.18 86 5 .92

For the year ended March 31, 2020 (` in crores)


Securities Capital Capital Capital General Retained Other Total
premium redemption subsidy from reserve reserve earning comprehensive other
(refer note reserve government (refer note income equity
Particulars 17) (refer note (refer note 17) Foreign currency
17) 17) translation reserve

Balance as at April 1, 2019 210.15 2.34 0.60 43.43 152.21 444.74 0.33 853.80
Transition impact due to
- - - - - (4.20) - (4.20)
Ind AS 116 (net of tax)
Profit for the year - - - - - 143.25 - 143.25
Other Comprehensive
- - - - - (2.01) 4.47 2.46
Income (net of tax)
Total comprehensive
- - - - - 141.24 4.47 145.71
income for the year
Dividend and Dividend
Distribution Tax thereon - - - - - (232.20) - (232.20)
(refer note 18)
As at March 31, 2020 210.15 2.34 0.60 43.43 152.21 349.58 4.80 7 6 3.11
The accompanying notes are an integral part of the financial statements 1 to 52

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

176 | Blue Star Limited Consolidated Statement of Changes in Equity


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Consolidated Cash Flow Statement for the year ended March 31, 2021

(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Profit before tax 145.15 205.99
Adjustments to reconcile profit before tax to net cash flows
Depreciation/amortisation 92.29 87.99
Amortisation of Government Grant (2.51) (20.29)
Fair Value (Gain)/loss on financial instruments 2.00 (5.69)
Loss/(Profit) on sale of Property, plant and equipment (32.17) 0.19
Bad debts written off and provision for doubtful debts 34.28 48.00
Unrealised foreign exchange loss/(gain) (7.66) 11.45
Liabilities written back (19.48) (11.65)
Finance Cost* 64.72 29.47
Rental Income (6.36) (7.47)
Interest (income) (10.22) (7.99)
Income form mutual fund (5.13) (1.81)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 254.91 328.20
Increase/(Decrease) in working capital :
Trade payables 53.30 50.99
Provisions (14.26) (6.31)
Other current liabilities (4.35) (7.35)
Trade receivables (12.84) 229.38
Inventories (12.60) (0.50)
Loans (8.62) (2.75)
Other assets 104.50 (56.31)
Cash generated from operations 360.03 535.35
Direct taxes paid (net of refunds) (10.22) (85.39)
Net cash flow from/(used in) Operating Activities (A) 349.81 449.95
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property Plant and equipments, including Capital work-in-progress (63.52) (86.04)
and capital advances
Purchase of investments (279.06) -
Payment for obligation towards guarantee given for Joint Venture - (19.24)
Proceeds from of reedemption of preference share of Joint Venture 3.48 -
Proceeds from sale of Property, Plant and Equipment 80.88 4.63
Rent received 6.36 7.47
Interest received 7.16 7.44
Dividends received from Joint Venture - 3.17
Income from mutual fund 5.13 1.81
Net cash flow from/(used in) Investing Activities (B) (239.57) (80.75)
Balance carried forward 110.24 369.20

Consolidated Cash Flow Statement Blue Star Limited | 177


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Balance brought forward 110.24 369.20
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from/(Repayment towards) short term borrowings (298.89) 65.92
Proceeds from long term borrowings 350.00 50.00
Repayment of long term borrowings (53.24) (3.11)
Repayment of lease liabilities (26.68) (18.51)
Interest and bank charges (39.52) (31.06)
Dividend paid on equity shares (including Dividend Distribution Tax) (1.24) (230.14)
Net cash flow from/(used in) in Financing Activities (C) (69.57) (166.90)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) 40.67 202.29
Cash and Cash Equivalents at the beginning of the year 286.15 83.86
Effects of Exchange Difference on restatement of Foreign Currency Cash & Cash 1.11 -
Equivalent
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (Refer note 13) 327.93 286.15

* Finance cost includes ₹`1.18 crores (March 31, 2020 : ₹`1.34 crores) capitalised in property, plant and equipment.
The accompanying notes are an integral part of the financial statements 1 to 52

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

178 | Blue Star Limited Consolidated Cash Flow Statement


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Notes to Financial Statements for the year ended March 31, 2021

1. CORPORATE INFORMATION
Founded in 1943 by Mr Mohan T Advani, Blue Star Limited (“the parent”) is a public listed company and India’s leading air
conditioning, commercial refrigeration, and MEP (Mechanical, Electrical, Plumbing, and Fire-fighting) contracting company.
As an expert in cooling, Blue Star offers a plethora of cooling solutions and has also made inroads into water and air
purification, engineering facilities management, commercial kitchen, and healthcare refrigeration. The Company’s integrated
business model of a Manufacturer; Engineering, Procurement, and Construction (EPC) services provider; and After-sales
service provider enables it to offer comprehensive solutions for the residential, commercial, and infrastructure segments.
The financial statements of the Group were approved by its Board of Directors on May 06, 2021.
2. STATEMENT OF COMPLIANCE
The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other accounting principles
generally accepted in India.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation and presentation
The Consolidated financial statements have been prepared on a historical cost basis, except for certain financial
instruments that are measured at fair values, as explained in the accounting policies below. Historical cost is generally
based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
(b) Basis of consolidation
Subsidiaries:
The Parent consolidates the financial statements of all subsidiaries it controls. Financial statements of Group entities are
consolidated on a line – by – line basis. If a subsidiary of the Group uses accounting policies other than those adopted
in the consolidated financial statements for similar transactions and events in similar circumstances, appropriate
adjustments are made to that Group entity’s financial statements in preparing the consolidated financial statements to
ensure conformity with the Group’s accounting policies. All intragroup assets, liabilities, equity, income, expense, cash
flows, and unrealized gains/losses relating to transactions between Group entities are eliminated on consolidation.
Investments in joint ventures:
The Group’s interests in joint ventures are accounted for using the equity method, after initially recognising investment
at cost, and the carrying amount is increased or decreased to recognise the Group’s share in of profit or loss of the joint
venture after the date of acquisition.
(c) Critical accounting judgments and key sources of estimation uncertainty
The preparation of these financial statements in conformity with the recognition and measurement principles of Ind
AS requires the management of the Group to make estimates and judgments that affect the reported balances of
assets and liabilities, disclosures relating to contingent assets and liabilities, and the reported amounts of income and
expense for the periods presented.
Estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the periods in which the estimates are revised and in future periods affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amounts recognised in the financial statements are disclosed in Note 36.
(d) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue is
net off trade discounts, rebates and other similar allowances. Revenue excludes indirect taxes which are collected on
behalf of Government.

Notes to Consolidated Financial Statements Blue Star Limited | 179


i. Revenue from sale of goods:
Revenue from sale of goods is recognised at the point in time when control is transferred to the customer. Indicators
that control has been transferred include the establishment of the Group’s present right to receive payment for
the goods sold, transfer of legal title to the customer, transfer of physical possession to the customer, transfer of
significant risks, and rewards of ownership in the goods to the customer, and the acceptance of the goods by the
customer.
ii. Revenue from construction contracts:
Contract revenues are recognised based on the stage of completion of the contracting activity. Revenue is measured
based on the proportion of contract costs incurred for satisfying the performance obligation to the total estimated
contract costs, there being a direct relationship between the input and the productivity. Claims are accounted for
as income when accepted by the customer.
Expected loss, if any, on a contract is recognised as an expense in the period in which it is foreseen, irrespective of
the stage of completion of the contract.
Incremental costs of obtaining a contract (such as professional fees, commission paid to acquire the contract) are
recognised as assets and amortized over the term of the contract.
Contract modifications are accounted for, when additions, deletions, or changes are approved either to the contract
scope or contract price. Accounting for modifications of a contract involves assessing whether the services added
to an existing contract are distinct and whether the pricing is a standalone selling price. Services added that are
not distinct are accounted for on a cumulative catch-up basis, while those that are distinct are accounted for
prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or
as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
iii. Revenue from sale of services:
Revenue from services rendered over a period of time, such as annual maintenance contracts, are recognised on a
straight line basis over the period of the performance obligation.
iv. Dividend and Interest income:
Dividend income is accounted for when declared and the right to receive the same is established. Interest income
is recognised using the effective interest method.
v. Rental income:
Rental income from operating leases is accounted for on a straight-line basis over the lease term.
(e) Government grant
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the period that the related costs, which it is intended to compensate are expensed. When the grant relates
to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
(f) Employee benefits
Short term benefits:
Salaries, wages, short-term compensated absences, and other short-term benefits, accruing to employees are
recognised at undiscounted amounts in the period in which the employee renders the related service.
Retirement benefits:
Defined contribution plan:
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have
rendered the service entitling them to the contribution.
Defined benefit plan:
The Group makes monthly contributions towards the employees’ provident fund which is administered by a trust. In the
event of an interest shortfall (between the interest declared by the Government and the interest paid by the fund) the

180 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

deficiency is made good by the Group, based on an actuarial valuation. The present value of defined benefit obligation
of employees’ provident fund is determined using the projected unit credit method, with actuarial valuations being
carried out at each year end.
The Group’s liability towards gratuity is determined based on the present value of the defined benefit obligation and fair
value of plan assets and the net liability or asset is recognised in the balance sheet. The net liability or asset represents
the deficit or surplus in the plan (the surplus is limited to the present value of the economic benefits available in the
form of refunds from the plan or reductions in future contributions). The present value of the defined benefit obligation
is determined using the projected unit credit method, with actuarial valuations being carried out at each year end.
Defined benefit costs are composed of:
i. service cost – recognised in profit or loss;
ii. net interest on the net liability or asset - recognised in profit or loss;
iii. re-measurement of the net liability or asset - recognised in other comprehensive income
Other long-term employee benefits:
Compensated absences that are not expected to occur within twelve months after the end of the period in which the
employee renders the related services are recognised as a liability at the present value of the defined benefit obligation
at the balance sheet date.
Assets and liabilities of entities with a functional currency other than presentation currency have been translated to the
presentation currency using exchange rates prevailing on the balance sheet date. Statement of profit or loss has been
translated using average exchange rates. Translation adjustments have been reported as foreign currency translation
reserve in the statement of changes in equity.
(g) Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction, or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset.
All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the borrowing of funds. Interest on borrowing is calculated using
Effective Interest Rate (EIR) method and is recognised in profit or loss.
(h) Leases
As a lessee:
At the inception of a contract, the Group assesses whether a contract is or contains a lease. A contract is, or contains,
a lease if a contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
At the date of commencement of a lease, the Group recognises a right-of-use asset (“ROU assets”) and a corresponding
lease liability for all leases, except for short-term leases and low-value leases. Certain lease arrangements include the
option to extend or terminate the lease before the end of the lease term. Lease payments to be made under such
reasonably certain extension options are included in the measurement of ROU assets and lease liabilities. ROU assets
are amortized on a straight-line basis over the asset’s useful life or the lease period whichever is shorter.
Lease liability is measured by discounting the lease payments using the interest rate using the incremental borrowing
rates. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Group
changes its assessment of whether it will exercise an extension or a termination option.
Impairment of ROU assets is in accordance with the policy for impairment of non-financial assets.
The Group has opted for the exemption provided under Ind AS 116 for short-term leases and leases of low-value assets,
hence the lease payments associated with those leases are treated as an expense on a straight-line basis over the lease
term.
As a lessor:
Lease income from operating leases where the Group is a lessor is recognised in the statement of profit and loss on a
straight-line basis over the lease term.

Notes to Consolidated Financial Statements Blue Star Limited | 181


(i) Foreign currencies
The functional currency of the Group is the Indian rupee (`) whereas the functional currency of foreign subsidiaries is
the currency of their countries of domicile.
Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Foreign
currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance
sheet date and exchange gains and losses arising on settlement and restatement are recognised in profit or loss.
Foreign currency denominated non - monetary assets and liabilities that are measured at historical cost are not
retranslated. In case of foreign operations of the Group with a functional currency other than the functional currency
of the Group, assets and liabilities have been translated using exchange rates prevailing on the balance sheet date and
items of income and expense have been translated using average exchange rates during the period. Such translation
adjustments have been reported as foreign currency translation reserve in the statement of changes in equity. On
disposal of a foreign operation, the associated exchange differences are reclassified to Statement of Profit and Loss as
part of the gain or loss on disposal.
(j) Taxes
Income tax expense comprises current tax expense and the net change during the year, in the deferred tax asset or
liability. Current and deferred taxes are recognised in profit or loss, except when they relate to items that are recognised
in other comprehensive income or in equity, in which case the related current and deferred tax are also recognised in
other comprehensive income or equity, respectively.
Current and Deferred Taxes are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Tax assets and tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts.
i. Current income tax:
Provision for current income tax is made for the tax liability payable on taxable income after considering tax
allowances, deductions, and exemptions determined in accordance with the applicable tax rates and the prevailing
tax laws.
ii. Deferred tax:
Deferred tax is recognised for deductible and taxable temporary differences arising between the tax base of assets
and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of
an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry forward of unused tax credits and unused tax
losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilized.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which
is likely to give future economic benefits in the form of availability of set-off against future income tax liability.
Accordingly, MAT is recognised as a deferred tax asset in the balance sheet when the asset can be measured reliably
and it is probable that the future economic benefit associated with the asset will be realized.
(k) Exceptional items
Exceptional items refer to items of income or expense within the income statement from ordinary activities which are
non-recurring and are of such size, nature, or incidence that their separate disclosure is considered necessary to explain
the performance of the Group and to assist users of financial statements in making projections of future financial
performance.

182 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

(l) Property, plant and equipment


Property, plant, and equipment are stated at cost, net of accumulated depreciation, and accumulated impairment losses.
Costs comprise of all costs incurred to bring the assets to their location and working condition up to the date the assets
are put to their intended use.
When significant components of plant and equipment are replaced separately, the Group depreciates them based on
the useful lives of the components. Leasehold land is depreciated on a straight line basis over the period of the lease.
All other assets are depreciated to their residual values on a written-down value basis over their estimated useful lives.
Estimated useful lives of the assets are as follows:
Nature of tangible asset Useful life (years)
Factory buildings 30
Other buildings 60 - 85
Roads 5
Temporary structure 3
Plant & machinery 15 - 20
Furniture and fixtures 10
Office equipment 5
Vehicles 8
Computer - desktop, laptops 3
Computer - servers and networks 6
Leasehold improvements 6 or the life based on lease period, whichever is lower
Useful lives of plant and machinery are higher than those indicated in Schedule II to the Companies Act, 2013 based on
management estimate and technical assessment made by a technical expert.
Freehold land is not depreciated.
Any gain or loss arising on derecognition/disposal of an asset is included in profit or loss.
The residual values, useful lives, and methods of depreciation of property, plant, and equipment are reviewed at each
financial year end and adjusted prospectively, as appropriate.
(m) Intangible assets
Intangible assets acquired are measured on initial recognition at cost. Subsequent to initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with
finite lives are amortised over their estimated useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired.
Intangible assets are derecognised on disposal, or when no further economic benefits are expected from use or
disposal. Any gain or loss arising on derecognition is included in profit or loss.
The useful life of intangible assets are as mentioned below:
Nature of intangible asset Useful life
Software 6 years
Technical knowhow 6 years
Research and development costs
Research costs are expensed as incurred. Development expenditure on projects is recognised as an intangible asset
when the Group can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.
- Its intention and ability to complete and to use or sell the asset.
- How the asset will generate future economic benefits.
- The availability of adequate resources to complete the asset.
- The ability to measure reliably the expenditure incurred during development.

Notes to Consolidated Financial Statements Blue Star Limited | 183


Development expenditure that does not meet the above criteria is expensed as incurred.
During the period of development, the asset is tested for impairment annually.
(n) Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are
measured initially at cost, including transaction costs. After initial recognition, investment properties are stated at cost
less accumulated depreciation and accumulated impairment loss, if any.
The Group depreciates the building component of investment property over 60 years on written down value basis from
the date of original purchase, which is as prescribed under schedule II to the Companies Act, 2013.
Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. Any gain or loss arising on
derecognition is included in profit or loss.
(o) Impairment of non-financial assets
Property, plant and equipment, and intangible assets with finite lives are evaluated for recoverability whenever there
is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable
amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined for the individual asset, unless
the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of
the asset (or CGU) is reduced to its recoverable amount and an impairment loss is recognised in profit or loss.
(p) Financial instruments
Recognition and initial measurement:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial assets and financial liabilities are recognised by the Group when it becomes a
party to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of a financial instrument are adjusted to fair value, except where the financial instrument is
measured at Fair Value through profit or loss, in which case the transaction costs are immediately recognised in profit
or loss.
Financial assets:
Cash and cash equivalents:
The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash
that are subject to an insignificant risk of change in value and having original maturities of three months or less from the
date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks that are unrestricted
for withdrawal and usage.
For the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above,
net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
Financial assets at amortised cost:
Financial assets are subsequently measured at amortized cost if these financial assets are held within a business whose
objective is to hold these assets to collect contractual cash flows and the contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income:
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within
a business whose objective is achieved both by collecting contractual cash flows on specified dates that are solely
payments of principal and interest on the principal amount outstanding and selling financial assets.

184 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Financial assets at fair value through profit or loss:


Financial assets are measured at fair value through profit or loss unless they are measured at amortized cost or fair
value through other comprehensive income on initial recognition. The transaction costs directly attributable to the
acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit
or loss.
Financial liabilities and equity instruments:
Financial liabilities at fair value through profit or loss:
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term.
Financial liabilities are designated upon initial recognition at fair value through profit or loss only if the criteria in
Ind AS 109 are satisfied.
Other financial liabilities:
Other financial liabilities (including borrowings, financial guarantee contracts and trade, and other payables) are after
initial recognition, measured at amortized cost using the effective interest (EIR) method.
Equity instruments:
An equity instrument is a contract that evidences residual interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recognised at the proceeds received net off direct issue cost.
Derivative financial instruments:
The Group enters into derivative contracts to hedge foreign currency/price risk on unexecuted firm commitments or
highly probable forecast transactions. Such derivative financial instruments are initially recognised at fair value on the
date on which a derivative contract is entered into and are subsequently re-measured at fair value at the end of each
reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss immediately
unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition
in profit or loss depends on the nature of the hedged item.
Derecognition of financial instruments:
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expire
or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. A financial liability (or a
part of a financial liability) is derecognised from the Group’s Balance Sheet when the obligation specified in the contract
is discharged or cancelled or expires.
Fair value measurement:
When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot
be measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of jud;gment is required in establishing fair values. Judgments include
consideration of inputs such as liquidity risk, credit risk, and volatility.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurements in their entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

Notes to Consolidated Financial Statements Blue Star Limited | 185


(q) Inventories
Inventories including Work- in- Progress (other than construction contracts) are valued at cost or net realizable value,
whichever is lower, the cost is worked out on a weighted average basis. Cost includes all charges for bringing the goods
to their present location and condition. Net realizable value represents the estimated selling price for inventories less
all estimated costs of completion and costs necessary to make the sale.
(r) Provisions and contingencies
Provisions:
A provision is recognised when the Group has a present obligation as a result of a past event and it is probable that an
outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. The
amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Warranty provisions:
The estimated liability for product warranties is recorded when products are sold/the project is completed. These
estimates are established using historical information on the nature, frequency, and average cost of warranty claims
and management estimates regarding possible future incidence based on corrective actions on product failures. The
timing of outflows will vary as and when warranty claims arise being typically up to five years.
Contingencies:
Contingent liabilities exist when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Group, or a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle the obligation or the amount cannot be reliably estimated. Contingent liabilities
are appropriately disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognised in the financial statements. However, where an inflow of economic benefits is
probable, the Group discloses the same in the financial statements.
(s) Segment reporting
Segments are identified based on how the chief operating decision-maker (CODM) decides about the resource
allocation and reviews performance.
Segment revenue, segment expenses, segment assets, and segment liabilities have been identified to segments based
on their relationship to the operating activities of the segment.
Segment revenue resulting from transactions with other business segments is accounted for based on the transfer
price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on
a negotiated basis.
Revenue, expenses, assets, and liabilities which relate to the Group as a whole and are not allocable to segments on a
reasonable basis have been included under “unallocated revenue/expenses/assets/liabilities”.
(t) Earnings per share
The Group’s Earnings per Share (‘EPS’) is determined based on the net profit attributable to the equity shareholders of
the Group.
Basic earnings per share are calculated by dividing the profit from continuing operations and total profit, both
attributable to equity shareholders of the Group by the weighted average number of equity shares outstanding during
the year.
Diluted earnings per share are computed using the weighted average number of common and dilutive shares
outstanding during the year including share-based payments, except where the result would be anti-dilutive.

186 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

4. PROPERTY PLANT AND EQUIPMENT


(` in crores)

Land - Land - Plant and Leasehold Furniture & Office


Particulars Buildings Vehicles Computers Total
leasehold freehold equipment improvements fixtures equipment
Cost
At April 1, 2019 3.41 15.15 92.48 216.60 6.77 15.74 7.08 24.25 23.87 405.35
Additions - 0.20 1.49 36.33 0.31 0.23 1.42 5.86 5.23 51.07
Disposals - - (0.11) (2.96) - (0.07) (0.18) (3.93) (0.10) (7.35)
Reclassified to ROU
(3.41) - - - - - - - - (3.41)
(refer note 5)
Foreign currency
- - 0.03 0.20 0.05 0.10 0.06 0.35 0.12 0.91
translation
At March 31, 2020 - 15.35 93.89 250.17 7.13 16.00 8.38 26.53 29.12 446.57
At April 1, 2020 - 15.35 93.89 250.17 7.13 16.00 8.38 26.53 29.12 446.57
Additions - - 9.56 30.60 - 0.08 1.38 4.15 1.54 47.31
Disposals - - - (5.14) - (1.05) (2.11) (3.40) - (11.70)
Foreign currency
- - (0.02) (0.08) - (0.04) - (0.13) (0.02) (0.29)
translation
At March 31, 2021 - 15.35 103.43 275.55 7.13 14.99 7.65 27.15 30.64 481.89
Accumulated
depreciation
At April 1, 2019 0.07 - 24.56 64.17 2.43 4.60 3.05 9.15 15.86 123.89
Disposals - - (0.11) (1.97) - (0.07) (0.14) (2.86) (0.10) (5.25)
Foreign currency
- - - 0.12 0.06 0.06 0.04 0.25 0.08 0.61
translation
Provided during the year - - 5.33 29.81 1.72 2.92 2.22 5.37 5.79 53.16
Reclassified to ROU
(0.07) - - - - - - - - (0.07)
(refer note 5)
At March 31, 2020 - - 29.78 92.13 4.21 7.51 5.17 11.90 21.63 172.34
At April 1, 2020 - - 29.78 92.13 4.21 7.51 5.17 11.91 21.63 172.34
Disposals - - - (3.89) - (0.63) (1.42) (2.70) - (8.64)
Provided during the year - - 7.48 28.87 0.24 2.10 1.14 4.95 4.18 48.96
At March 31, 2021 - - 37.26 117.11 4.45 8.98 4.89 14.16 25.81 212.66
Net book value
At March 31, 2021 - 15.35 66.17 158.44 2.68 6.01 2.76 12.99 4.83 269.23
At March 31, 2020 - 15.35 64.11 158.04 2.92 8.49 3.21 14.63 7.49 274.24

(` in crores)
As at As at
Asset held for sale
31st March, 2021 31st March, 2020
Asset held for Sale - Plant and Equipment 0.08 0.14
Disposal/reclassified to Plant and Equipment - (0.06)
Asset held for Sale - Plant and Equipment 0.08 0.08

Notes to Consolidated Financial Statements Blue Star Limited | 187


5. RIGHT OF USE ASSETS
(` in crores)

Particulars Land - leasehold Building Total


Cost
As at date of transition April 1, 2019 3.41 51.15 54.56
Additions - 17.14 17.14
Disposals - - -
At March 31, 2020 3.41 68.29 71.70
At April 1, 2020 3.41 68.29 71.70
Additions - 15.79 15.79
Disposals - (9.20) (9.20)
At March 31, 2021 3.41 74.88 78.29
Accumulated amortisation
As at date of transition April 1, 2019 0.07 - 0.07
Disposals - - -
Provided during the year 0.03 16.15 16.18
At March 31, 2020 0.10 16.15 16.25
At April 1, 2020 0.10 16.15 16.25
Disposals - (9.20) (9.20)
Provided during the year 0.03 21.14 21.17
At March 31, 2021 0.13 28.09 28.22
Net book value
At March 31, 2021 3.28 46.79 50.07
At March 31, 2020 3.31 52.14 55.45

188 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

6. INVESTMENT PROPERTY

Particulars (` in crores)
Cost
At April 1, 2019 86.54
Additions -
Disposal (1.85)
At March 31, 2020 84.69
Additions -
Disposal (66.78)
At March 31, 2021 17.91
Depreciation
At April 1, 2019 18.12
Additions 4.13
Disposal (0.27)
At March 31, 2020 21.98
Additions 3.76
Disposal (19.78)
At March 31, 2021 5.96
Net book value
At March 31, 2021 11.95
At March 31, 2020 62.71
Fair Value * (refer note 43)
At March 31, 2021 26.13
At March 31, 2020 88.18
* Valuation is based on fair value assessment done by accredited independent valuer.
Movement in Fair Valuation of Investment Property
(` in crores)
At March 31, 2020 88.18
Reduction due to disposal of Investment property (61.41)
Decrease in Fair Valuation (0.64)
At March 31, 2021 26.13

Information regarding income & expenditure of investment property


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Rental income derived from investment property 6.98 7.47
Direct operating expenses (including repairs and maintenance) associated with (0.84) (0.89)
rental income
Profit arising from investment property before depreciation and indirect expenses 6.14 6.58
Less - Depreciation (3.76) (4.13)
Profit arising from investment property before indirect expenses 2.38 2.45
The Group has no restrictions on the realisability of its investment properties and has no contractual obligations to purchase,
construct or develop investment properties or has any plans for major repairs, maintenance and enhancements.

Notes to Consolidated Financial Statements Blue Star Limited | 189


7. INTANGIBLE ASSETS
(` in crores)

Particulars Technical knowhow Software Total


At April 1, 2019 51.16 64.95 116.11
Additions 0.20 15.39 15.59
Disposals - (0.22) (0.22)
At March 31, 2020 51.36 80.12 131.48
At April 1, 2020 51.36 80.12 131.48
Additions 9.80 9.83 19.63
Disposals - (1.33) (1.33)
At March 31, 2021 61.16 88.62 149.78
Amortisation
At April 1, 2019 26.92 38.87 65.79
Disposals - (0.22) (0.22)
Provided during the year 7.32 7.20 14.52
At March 31, 2020 34.24 45.85 80.09
At April 1, 2020 34.24 45.85 80.09
Disposals - (1.02) (1.02)
Provided during the year 9.18 9.22 18.40
At March 31, 2021 43.42 54.05 97.47
Net book value
At March 31, 2021 17.74 34.57 52.31
At March 31, 2020 17.12 34.27 51.39
The Company evaluated the method of estimating the future economic benefits of software installed in various systems and
accordingly applied straight line method for amortisation from April 1, 2019 instead of written down method. Due to change in
amortisation method, the profit has increased by `6.95 crores in March 31,2020.

190 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

8. INVESTMENT IN JOINT VENTURES


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
I. Non-current investments
Investment in equity instruments
Unquoted (accounted under equity method)
Investment in joint ventures (refer note 39 & 41)
367,500 (March 31,2020 : 367,500) fully paid equity shares of MR 1 each in Blue Star 15.91 13.39
M & E Engineering (Sdn) Bhd
255,000 (March 31,2020 : 255,000) fully paid Equity shares of OMR 1 each in Blue Star - -
Oman Electro-Mechanical Co. LLC (refer note a. below)
Other investment in joint venture
Nil (March 31, 2020 : 49) Redeemable convertible preference shares of MR 40000 - 3.48
each in Blue Star M & E Engineering (Sdn) Bhd
Total non-current investments 15.91 16.87

II. Current investments


Unquoted Investments in mutual funds
Growth Scheme
27,259 Units (March 31,2020: Units NIL) in HDFC Mutual Fund 67.67 -
16,80,961 Units (March 31,2020: Units NIL) in ICICI Prudential Mutual Fund 51.23 -
1,87,803 Units (March 31,2020: Units NIL) in SBI Mutual Fund 74.19 -
65,531 Units (March 31,2020: Units NIL) in UTI Mutual Fund 22.09 -
14,96,607 Units (March 31,2020: Units NIL) in Aditya Birla Mutual Fund 63.88 -
Total Current Investments 279.06 -
* Investment in preference shares are redeemed during the year at par value
Note a. Investment in Joint venture - Blue Star Oman Electro- Mechanical Co. LLC
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Investment in Joint Venture - Blue Star Oman Electro - Mechanical Co. LLC. 4.34 4.34
Less: Impairment Loss (4.34) (4.34)
Balance - -

Notes to Consolidated Financial Statements Blue Star Limited | 191


9. LOANS (UNSECURED CONSIDERED GOOD UNLESS OTHERWISE STATED)
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Security deposit considered good 15.93 14.08 11.91 12.46
Security deposit, credit impaired - - 0.96 0.96
Less: Allowance for doubtful deposits - - (0.96) (0.96)
Security deposit 15.93 14.08 11.91 12.46
Loans to employees 6.49 5.20 8.21 2.17
Loan to joint venture 4.46 4.46 - -
Less: Allowance for doubtful loan (4.46) (4.46) - -
Total loans 22.42 19.28 20.12 14.63

10. OTHER FINANCIAL ASSETS


(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Financial assets at fair value through profit or loss
Derivatives not designated as hedges
Foreign exchange forward contracts** - - 0.26 -
Non-current bank balances
6.01 4.62 - -
(including accrued interest thereon)*
Total other financial assets 6.01 4.62 0.26 -
*Margin money deposits with a carrying amount of `6.01 crores (March 31, 2020 `4.62 crores) are subject to a first charge as
security deposit with customers.
**The Company enters into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of
buyers credit and trade payables. These contracts are not designated in hedge relationships and are measured at fair value
through profit or loss.

11. INVENTORIES
(Valued at lower of cost and net realisable value)
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Raw materials & components (includes in transit: `24.16 crores (March 31, 2020 : `47.30 235.92 190.94
crores))
Work-in-progress 62.32 58.83
Finished goods 199.66 261.22
Stock-in-trade 326.76 299.49
Stores and Spares 57.76 59.34
Total Inventories 882.42 869.82
The finished goods and stock-in-trade inventory includes good-in-transit from one location to another of `49.38 crores
(March 31, 2020 : `102.89 crores)
The above inventory values are net of provisions made of `11.03 crores (March 31, 2020 `6.94 crores) for slow moving, obsolete
and defective inventory.

192 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

12. TRADE RECEIVABLES


(` in crores)
Current
Particulars As at As at
31st March, 2021 31st March, 2020
Trade receivables considered good - unsecured 810.98 837.67
Trade receivables which have significant increase in credit risk 50.59 43.42
Trade receivables - credit impaired 53.29 56.54
914.86 937.63
Less: Allowance for doubtful debts (103.88) (99.97)
Total trade receivables 810.98 837.67
The movement for allowance for doubtful debts during the year in respect of trade receivables containing significant
credit risk are as follows:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balances as on 1st April 99.97 103.37
Impairment loss recognised 28.91 42.60
Less: Allowances provided earlier written off as bad debts (25.00) (46.00)
Closing balance as on 31st March 103.88 99.97

13. CASH AND CASH EQUIVALENT


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Cash and cash equivalents
Balances with banks:
– In current accounts 96.51 112.55
– In fixed deposits 230.83 172.97
Cash on hand 0.59 0.63
Total cash and cash equivalents 327.93 286.15

14. OTHER BANK BALANCES


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Other bank balances
- Unpaid dividend * 4.14 5.38
- Cash & bank balance not available for immediate use 0.09 2.41
Total other bank balances 4.23 7.79
* The Group can utilise these balances only towards settlement of unpaid dividend and fractional shares.

Notes to Consolidated Financial Statements Blue Star Limited | 193


15. OTHER ASSETS
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Contract assets - - 359.10 406.26
Less: Allowance for doubtful contract assets - - (27.99) (24.47)
Net Contract assets - - 331.11 381.79
Retention - - 78.99 89.93
Capital advances 18.90 23.60 - -
Balance with statutory authorities 37.37 38.72 50.75 66.64
Vendor advances - - 36.69 52.11
Less: Allowance for doubtful Vendor Advance - - (1.00) (1.00)
Vendor advances (Net) - - 35.69 51.11
Prepaid expenses 0.50 0.60 32.06 34.86
Government grant receivable - - 5.34 8.32
Gratuity paid in advance (refer note 37) - - 0.53 0.22
Other assets - - - 2.20
Total Other Assets 56.77 62.92 534.47 635.07

The movement for allowance for doubtful contract assets during the year are as follows: (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balances as on 1st April 24.47 19.88
Impairment loss recognised 8.79 4.59
Less: Allowances provided earlier written off (5.27) -
Closing balances as on 31 March
st
27.99 24.47

Categorisation of Financial Assets: (` in crores)


As at As at
Particulars
31st March, 2021 31st March, 2020
At fair value through profit or loss
Investments (refer note 8) 279.06 -
Other financial assets (refer note 10) 0.26 -
Total at Fair Value 279.32 -
At Amortised cost
Trade receivables (refer note 12) 810.98 837.67
Cash and cash Equivalents (refer note 13) 327.93 286.15
Bank Balances (refer note 14) 4.23 7.79
Loans (refer note 9) 42.54 33.91
Other financial assets (refer note 10) 6.01 4.62
Total at Amortised cost 1,191.69 1,170.14
The carrying amount of financial assets measured at amortised cost in the financial statements are a reasonable approximation
of their fair value.

194 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

16. EQUITY SHARE CAPITAL


7.8% cumulative Cumulative
convertible Equity shares Unclassified compulsorily
preference of shares of ` 100 convertible
Authorised Share Capital shares of ` 100 ` 2 each each preference shares
each of ` 10 each
No. ` Crores No. ` Crores No. ` Crores No. ` Crores
At April 1, 2019 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Increase/(Decrease) during the year - - - - - - - -
At March 31, 2020 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Increase/(Decrease) during the year - - - - - - - -
At March 31, 2021 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Terms/Rights attached to Equity Shares
The Parent has one class of Equity Shares having par value of `2 per share. Each share holder is entitled to one vote per share.
The Parent declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval
of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.
In the event of liquidation of the Parent, the holders of equity shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will be in the proportion of number of equity shares held by the
shareholders.
Terms/Rights attached to 7.8% cumulative convertible preference shares and cumulative compulsorily convertible
preference shares
Each convertible preference share is convertible at the option of the shareholders into Equity shares.
The preference shares shall rank for the dividend in priority to the equity shares of the Parent Company in the event of increase
in share capital or winding up of the Parent Company up to amount of dividend or any arrears of dividend. Preference share
holders will not have any further right to participate in the profits or assets of the Company.
Issued share capital
Equity Shares of `2 each issued, subscribed & fully paid up No. ` Crores
At April 1, 2019 96,313,888 19.26
Issue of share capital - employee stock options exercised - -
At March 31, 2020 96,313,888 19.26
Issue of share capital - employee stock options exercised - -
At March 31, 2021 96,313,888 19.26
Details of shareholders holding more than 5% shares in the Company
As at 31st March, 2021 As at 31st March, 2020
Name of the shareholder % holding in % holding in
Nos. Nos.
the class the class
Vistra ITCL (India) Limited as a Trustee of Ashok M Advani
11,955,601 12.41% 11,955,601 12.41%
Family Private Trust
Vistra ITCL (India) Limited as a Trustee of SMA Family
7,719,930 8.02% 7,719,930 8.02%
Private Trust
SBI Small Cap Fund 5,413,075 5.62% 3,906,842 4.06%

17. OTHER EQUITY


Securities premium – Where the Parent issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate
amount of the premium received on those shares shall be transferred to “Securities Premium Reserve”. The Parent may issue fully paid-
up bonus shares to its members out of the securities premium reserve and Parent can use this reserve for buy-back of shares.
Capital redemption reserve – Capital redemption reserve was created for buy-back of shares.
Capital subsidy received from government – The subsidy was received against the factory setup in the state of Himachal
Pradesh for the year ended March 31, 2009 and year ended 2013.
General reserve – General reserve is created out of the profits earned by the Group by way of transfer from surplus in the
statement of profit and loss. The Group can use this reserve for payment of dividend and issue of bonus shares.

Notes to Consolidated Financial Statements Blue Star Limited | 195


Retained earnings – The amount that can be distributed by the Company as dividends to its equity shareholders is determined
based on the balance in this reserve and also considering the requirements of the Companies Act, 2013. Thus the amounts
reported above are not distributable in entirely. It includes impact of actuarial gains and losses on the funded obligation due to
change in financial assumptions, change in demographic assumption, experience adjustments, etc. recognised through other
comprehensive income.
Exchange diference on translation of foreign operations through other comprehensive income – For the purpose of
consolidation of subsidiaries with the financial statement of the holding company, income and expenses are translated at
average rates and the assets and liabilities are stated at closing rate. Use of such different rates for translation gives rise to
exchange differences which is accumulated in Foreign Currency Translation Reserve. The movement in this reserve is due to
fluctuation in exchange rates of currencies during the financial year.
Capital Reserve – This Reserve represents the difference between value of the net assets transferred to the Group in the course
of business combinations and the consideration paid for such combinations.
18. DIVIDEND DISTRIBUTION MADE AND PROPOSED
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Cash dividends on equity shares declared and paid :
Dividend paid (Previous year: Final dividend for the year ended March31, 2019
- 192.62
`10 per share and interim dividend for the year ended March 31, 2020 `10 per share)
Dividend distribution tax - 39.58
Total Dividend Distribution - 232.20
Note: The Directors have recommended a dividend of `4 per equity share of face value `2 each for FY20-21 (FY19-20, Interim and
Final Dividend of `10 per equity share). Proposed Dividend on Equity Shares are subject to approval at the Annual General Meeting.

19. BORROWINGS
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
At amortised cost
Non-current borrowings
Term loan from bank (unsecured) (note a) 5.60 9.14
Term loan from bank (secured) (note b) - 50.01
7.65% non convertible debentures (unsecured) (note f ) 350.00 -
Less: unamortised upfront fees on borrowings (3.14) -
Less: current maturities of long term debt clubbed under other financial liabilities (note 22) (3.20) (11.44)
Total non-current borrowings 349.26 47.71
Current borrowings
Unsecured
Working capital demand loan (note c) - 278.50
Commercial papers
- From others (note e) - 49.22
Packing credit loan account from banks (note c) 40.53 16.30
Short term loan 55.00 -
Cash credit/bank overdrafts (note c) 4.06 13.40
Secured
Packing credit loan account from banks (note c & d) 2.75 27.80
Cash credit/bank overdrafts (note c & d) - 16.01
Total current borrowings 102.34 401.23
Aggregate secured loans 2.75 93.82
Aggregate unsecured loans 448.85 355.12
Total borrowings 451.60 448.94

196 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

a. Unsecured Term loan availed by one of the subsidiary company is payable in sixteen equated quarterly instalments @ 3M
Libor plus 1.6% p.a (March 31, 2020 : 3M Libor plus 1.60%)
b. Term loan was secured against Plant and Machinery @ 3 months Treasury bill plus 1.90%
c. Outstanding loans carry an interest rate ranging from 2.3% - 6.8% p.a. (March 31, 2020 : 7.40% - 9.8% p.a.).
d. Outstanding secured loans is secured by hypothecation of inventory and trade receivables.
e. Commercial papers carried average interest rate of 6.65% p.a. for the current year (March 31, 2020 : 8% p.a.). These were
repayable within 80 days from the date of drawdown.
f. The Company has allotted 7.65% unsecured redeemable non-convertible debentures (Series I & Series II) on June 1, 2020.
Repayment schedule of Non - Convertible Debentures:
(` in crores)
Repayment
Particulars
Amount Date
7.65% Non Convertible Debentures (Series - I) - Principal 175.00 1-Jun-23
7.65% Non Convertible Debentures (Series - II) - Principal 175.00 1-Jun-23

20. DISCLOSURE AS PER SECTION 22 OF MSME ACT


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
(a) (i) Principal amount remaining unpaid to any supplier at the end of accounting year 64.99 41.93
(ii) Interest due on above 0.06 0.23
(b) Amount of interest paid by the buyer in terms of section 16 of the Act - -
(c) Amount of interest due and payable for the period of delay in making payment
(which have been paid but beyond the due date during the year but without - -
adding the interest specified under this Act).
(d) Amount of interest accrued and remaining unpaid at the end of each accounting
1.98 2.15
year
(e) Amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
1.98 2.15
small enterprise for the purpose of disallowance as a deductible expenditure
under section 23 of the Act, 2006
66.97 44.08
The information has been given in respect of such vendors to the extent they could be identified as ‘Micro and Small Enterprises’
on the basis of information available with the Group.

21. LEASE LIABILITY


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balance 59.78 -
Addition during the year 17.71 74.60
Add: interest for the year 6.19 5.89
Paid during the year (28.35) (20.71)
Closing balance 55.33 59.78
Non-current lease liability 31.23 38.54
Current lease liability 24.10 21.24
Total lease liability 55.33 59.78

Notes to Consolidated Financial Statements Blue Star Limited | 197


22. OTHER FINANCIAL LIABILITIES
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Financial liabilities at amortised cost
Other deposits - - 4.09 6.85
Interest accrued but not due on borrowings - - 23.30 -
Unpaid dividend* - - 4.14 5.38
Current maturities of long term borrowings - - 3.20 11.44
Creditors - capital expenditure - - 2.08 2.43
Leave encashment payable to employees - - - 7.27
Total other financial liabilities - - 36.81 33.37
*Unpaid Dividend
There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.

Categorisation of financial liabilities carried at amortised cost (` in crores)


As at As at
Particulars
31st March, 2021 31st March, 2020
Borrowings (refer note 19 and 22) 454.80 460.38
Trade payables 1,604.89 1,582.36
Other deposits (refer note 22) 4.09 6.85
Unpaid dividend (refer note 22) 4.14 5.38
Creditors- capital expenditure (refer note 22) 2.08 2.43
Interest accrued but not due on borrowings (refer note 22) 23.30 -
Leave encashment - 7.27
Total financial liabilities carried at amortized cost 2,093.30 2,064.68
Borrowings and Interest Accrued but not due on Borrowings have a fair value of `476.83 Crores ( March 31, 2020 `460.38 Crores).
The carrying amount of all other financial liabilities measured at amortised cost in the financial statements are a reasonable
approximation of their fair value.

Reconciliation between opening and closing balances of liabilities arising from financing activities for the year ended
31st March 2021 (` in crores)
Non-current Current Lease
Particulars
borrowings borrowings liabilities
As the beginning of the year 47.71 401.23 59.78
Current maturities of long term borrowings at the beginning of year 11.44
Cashflows during the year (net) 296.76 (298.89) (28.35)
Current maturities of long term borrowings at the end of year (3.20) - -
Transaction costs on borrowings (3.14) - -
Variations in exchange rates (0.31) - -
At the end of the year 349.26 102.34 31.43
Non Cash changes due to:
- Acquisitions under Lease - - 23.90
- Interest on borrowings (clubbed under other financial liabilities) 23.30 - -
At the end of the year 372.56 102.34 55.33

198 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

23. OTHER CURRENT LIABILITIES


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Contract liabilities from construction contracts 84.40 90.59
Contract liabilities from annual maintenance contract services 70.76 61.18
Advances from customers 241.82 265.49
Dues to statutory bodies 35.92 17.94
Others 9.12 2.36
Total other current liabilities 442.02 437.56

24. PROVISIONS
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Provision for employee benefits
Compensated absences - - 17.42 18.31
Provision for other employment benefits - 0.10 2.25 4.04
Additional gratuity (refer note 37) 0.45 0.45 - -
0.45 0.55 19.67 22.35
Other provisions
Provision for customer warranties 10.37 12.71 14.81 15.46
Provision for foreseeable loss - - 2.37 2.11
Provision for obligation towards guarantee given* - - 1.09 1.09
Other provisions - - 10.43 23.97
10.37 12.71 28.70 42.63
Total provisions 10.82 13.26 48.37 64.98
*The Company holds 51% shareholding in Blue Star Oman Electro-Mechanical Co. LLC. However, the profit/loss sharing is
on 50-50 basis and the investment is therefore accounted for as a joint venture. During the earlier year, the Company decided
to exit from this joint venture.
Provision for warranties
(` in crores)
As at
Particulars
31st March, 2021
At the beginning of the year 28.17
Add: Additional provisions made during the year 11.06
Less: Amount used during the year (14.31)
Add: Effect of change in provision on account of discounting during the year 0.26
At the end of the year 25.18
Current portion 14.81
Non-current portion 10.37
A provision for foreseeable loss on contract with customers is recognised when it is probable that the contract cost will exceed
the total contract revenue or when the unavoidable costs of meeting the obligation under the contract exceed the currently
estimated economic benefits.

Notes to Consolidated Financial Statements Blue Star Limited | 199


Other Provision for the year ended March 31, 2021
(` in crores)
Provision for Provision for
Other
Particulars foreseeable obligation towards
Provisions
loss guarantee given
At the beginning of the year 2.11 1.09 23.97
Add: Additional provisions made during the year 2.10 - -
Less: Utilized during the year (1.84) - (13.54)
At the end of the year 2.37 1.09 10.43

25. GOVERNMENT GRANTS


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
At 1st April 12.90 10.53
Additions during the year 0.77 22.67
Amortised during the year (2.51) (20.30)
At 31st March 11.16 12.90

Current 2.33 3.52


Non-current 8.83 9.38
Government grants are towards the purchase of certain items of property, plant and equipment.

26. INCOME TAX


Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31st March, 2021 and
31st March, 2020.
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Accounting profit before tax 145.15 205.99
Other Comprehensive Income before tax 4.32 1.53
Profit before tax 149.47 207.52
Income Tax expense calculated at 34.944% (Previous Year 34.944%) 52.23 72.52
Expenses not allowed for tax purpose 3.24 8.45
Additional allowances for tax purpose (5.52) (10.24)
Savings due to tax paid at lower rate (see footnote) (4.23) (7.48)
Other 3.22 1.14
Tax Expenses 48.94 64.39
Income tax expense reported in the statement of profit and loss 47.09 65.32
Income tax effect on other comprehensive expense/(income) 1.85 (0.93)
Total Current Tax Expense 48.94 64.39

200 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Deferred tax
Deferred tax relates to the following
(` in crores)
Balance Sheet
Particulars As at As at
31st March, 2021 31st March, 2020
Provision for loss allowance 38.59 36.39
Provisions made disallowed and allowed only on payment basis 4.94 9.65
Accelerated Depreciation for tax purposes (2.95) (10.26)
Others (including Transition impact of Ind AS 116 of `2.30 crores during PY) (11.54) (4.65)
Total (excluding MAT credit entitlement) 29.04 31.13
MAT Credit Entitlement 18.45 50.62
Total Deferred Tax 47.49 81.75

Reflected in the balance sheet as follows (` in crores)


As at As at
Particulars
31st March, 2021 31st March, 2020
Deferred tax assets 50.44 92.01
Deferred tax liabilities (2.95) (10.26)
Deferred Tax Asset, net 47.49 81.75

Footnote:
Savings due to tax paid at lower rate includes impact on account of BSEEL (a group entity) having opted to pay the tax under
section 115BAA of the Income Tax Act,1961. Accordingly, (a) the provision for current and deferred tax has been determined
at the rate of 25.17%, (b) the deferred tax assets and deferred tax liabilities as on April 1, 2020 have been restated at the rate of
25.17% and (c) the unutilised credit for minimum alternate tax as on April 1, 2020 has been written-off.

27. REVENUE FROM OPERATIONS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Revenue from operations
Sale of products 2,770.89 3,410.76
Sale of services 500.61 528.10
Revenue from construction contracts 963.54 1,397.55
Other operating revenue
- Commission income 2.35 4.11
- Provisions and liabilities no longer required 19.48 11.65
- Others 6.72 8.02
Total revenue from operations 4,263.59 5,360.19

Notes to Consolidated Financial Statements Blue Star Limited | 201


28. OTHER INCOME
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Interest income - -
- Bank deposits 9.07 3.34
- Others 1.15 4.65
Rental income 6.36 7.47
Income on Mutual Fund Investment 5.13 1.81
Profit on sale of investment property 32.95 -
Others 7.69 27.43
Total other income 62.35 44.70

29. COST OF RAW MATERIALS CONSUMED (INCLUDING DIRECT PROJECT AND SERVICE COST)
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Cost of material consumed 1,343.63 1,828.56
Project cost (including bought outs) 729.69 973.06
AMC subcontracting cost 287.13 307.22
Total Cost of Raw Material and Components Consumed and Project related cost 2,360.45 3,108.84

Purchase of stock-in-trade 880.09 917.22

Inventories at the end of the year


Traded goods 327.19 299.49
Work-in-progress 62.32 58.83
Finished goods 199.22 261.22
588.73 619.54
Inventories at the beginning of the year
Traded goods 299.49 327.91
Work-in-progress 58.83 47.09
Finished goods 261.22 236.59
619.54 611.59
(Increase)/Decrease in inventories 30.81 (7.95)

30. EMPLOYEE BENEFIT EXPENSE


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Salaries, wages and bonus 339.51 434.65
Contribution to provident and other funds 13.48 14.51
Gratuity expense (refer note 37) 5.21 3.95
Staff welfare expenses 23.61 31.40
Total employee benefit expense 381.81 484.51

202 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

31. DEPRECIATION AND AMORTISATION EXPENSES


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Depreciation on Property, plant and equipment (refer note 4) 48.96 53.16
Depreciation on right of use asset (refer note 5) 21.17 16.18
Amortisation expenses on intangible assets (refer note 7) 18.40 14.52
Depreciation on investment properties (refer note 6) 3.76 4.13
Total depreciation and amortisation expense 92.29 87.99

32. OTHER EXPENSES


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Stores and spares consumed 10.61 13.76
Power and fuel 13.85 17.59
Rent 33.97 47.95
Repairs and maintenance
- Buildings 4.19 5.25
- Plant and machinery 3.21 4.06
- Others 12.99 15.00
Insurance 5.06 4.00
Rates and taxes 2.75 2.29
Advertising Expenses 45.83 57.99
Sales Promotion Expenses 23.81 66.08
Freight and forwarding charges 67.64 84.01
Legal and professional fees 37.66 59.90
Travelling and conveyance 16.43 48.71
Commission and Sale Incentives 16.86 26.59
Warranty Cost 13.55 25.59
Printing and stationery 1.97 4.34
Payment to auditors (Refer details A below ) 1.64 1.59
Corporate social responsibility expenses 3.81 3.49
Donations 0.04 0.43
Loss on sale of Property, Plant and equipment (net) - 0.19
Foreign Exchange differences (Net) (including fair value impact on financial
4.18 9.70
instruments at fair value through profit or loss)
Bad debts/advances written off 25.10
Less: Provision for bad debts (25.00) 0.10 0.02
Allowances for doubtful debts and advances 34.18 47.98
Miscellaneous expenses 16.29 28.28
Total other expenses 370.62 574.79

Notes to Consolidated Financial Statements Blue Star Limited | 203


A. Payment to auditors
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
As auditor
Audit fee 1.02 1.02
Limited review 0.24 0.24
Tax Audit 0.09 0.08
In other capacity
Other services 0.21 0.21
Reimbursement of expenses 0.08 0.04
1.64 1.59

33. FINANCE COSTS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Interest 53.95 17.92
Bank charges 4.58 5.66
Interest on Lease Liabilities 6.19 5.89
Total finance costs 64.72 29.47

34. EXCEPTIONAL ITEMS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Exceptional expenses
Platinum jubilee expenses* - (4.03)
Exceptional Items (Net) - (4.03)
*Exceptional item for F.Y 20 comprises one time costs of events and programmes held to mark momentous milestone of
platinum jubilee year of the Company.

35. EARNING PER SHARE (EPS)


The following reflects the income and share data used in the basic and diluted EPS computations :
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Profit attributable to equity holders of the Company 100.35 143.25
Weighted average number of Equity shares 9.63 9.63
Basic and diluted Earning per share in rupees (Face Value `2 per share) (in `) 10.42 14.87

204 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

36. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


The preparation of the Group’s consolidated financial statements requires Management to make judgements, estimates,
and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily
apparent from other sources. Such judgements, estimates, and associated assumptions are evaluated based on the Group’s
historical experience, existing market conditions, as well as forward-looking estimates including estimation of the effects of
uncertain future events, which are believed to be reasonable under the circumstances. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the
revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that have been made by the management in the process of
applying the Group’s accounting policies and that have the most significant effect on the amount recognised in the
consolidated financial statements and/or key sources of estimation uncertainty that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Expected cost of completion of contracts
For the purpose of arriving at Revenue from construction contracts, the Group’s Management estimates the cost to
completion for each project. Management systematically reviews future projected costs and compares the aggregate of
costs incurred to date and future cost projections against budgets, based on which, proportionate revenue (or anticipated
losses), if any, are recognised.
Contract variations
Contract variations are recognised as revenue to the extent that they will probably result in revenue that can be reliably
measured and is probable that the economic benefits associated will flow to the Group. This requires the exercise of
judgement by management, based on prior experience, the contract terms, manner and terms of settlement, etc.
Rebates and discounts
The Group provides rebates and discounts to its dealers and channel partners based on an expectation of volumes to be
achieved and parameters such as exclusivity in marketing the products of the Group, quality of showroom among other
parameters. This involves a certain degree of estimation of whether all the parameters to provide discounts have been
achieved. Provision for discount and rebates is based on the Group’s past experience of volumes achieved vis-à-vis targets
and expected volumes to be achieved for the year.
Warranties
Provision for warranty costs in respect of products sold that are still under warranty is based on the best estimate of the
expenditure that will be required to settle the present obligation at the end of the reporting period.
Useful lives of property, plant and equipment and intangible assets
Management reviews the useful lives of property, plant, and equipment and intangible assets at least once a year. The
lives are dependent upon an assessment of both the technical lives of the assets and also their likely economic lives based
on various internal and external factors including relative efficiency and operating costs and anticipated technological
changes. Accordingly, depreciable lives are reviewed annually using the best information available to the Management.
Employee benefit plans
The present value of defined benefit obligations is determined on an actuarial basis using several underlying assumptions,
including the discount rate and expected increase in salary costs. Any changes in these assumptions will impact the carrying
amount of obligations.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow
(DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible,
a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity
risk, credit risk, and volatility. Changes in assumptions about these factors could affect the reported fair value of financial
instruments.

Notes to Consolidated Financial Statements Blue Star Limited | 205


Intangible asset under development
The Group capitalises intangible assets under development for a project in accordance with the accounting policy.
The initial capitalization of costs is based on management’s judgement that technological and economic feasibility is
confirmed, usually when a product development project has reached a defined milestone according to an established
project management model. In determining the amounts to be capitalized, management makes assumptions regarding
the expected future cash generation of the project, discount rates to be applied, and the expected period of benefits.
Impairment of financial assets
The impairment provision for financial assets (other than trade receivables) is based on assumptions of risk of default and
expected loss rates. The Group makes judgements about these assumptions for selecting the inputs to the impairment
calculation, based on the Group’s past history, existing market conditions as well as forward-looking estimates at the end of
each reporting period.
Trade receivables are stated at their nominal values as reduced by appropriate allowances for estimated irrecoverable
amounts which are based on the aging of the receivable balances and historical experiences. Individual trade receivables
are written off when management deems them not to be collectible.
Income Taxes
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/
recovered for uncertain tax positions. In assessing the realizability of deferred tax assets arising from unused tax credits, the
management considers convincing evidence about availability of sufficient taxable income against which such unused tax
credits can be utilized. The amount of the deferred income tax assets considered realizable, however, could be reduced if
estimates of future taxable income during the carry forward period are reduced.
COVID 19 - Recoverability of assets
The Group continues to monitor the economic effects of COVID-19, including the recoverability of assets based on current
indicators of future economic conditions and has taken steps to improve operational and financial efficiencies. The ultimate
impact of the pandemic may be different from that presently estimated and would be recognised in the financial statements,
if and when material changes to economic conditions arise.
Code on Social Security, 2020
The Code on Social Security, 2020 (‘the Code’) received presidential assent on September 28, 2020. However, the date on
which the Code will come into effect has not yet been notified. The Group will record any related financial impact of the
Code in the books of account, in the period(s) in which the Code becomes effective.
37. EMPLOYEE BENEFITS DISCLOSURE
I. Defined Benefit Plans
a. Gratuity
The Group provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees. The
Gratuity Plan provides a lumpsum payment to vested employees at retirement, death, incapacitation or termination of
employment, of an amount based on the respective employee’s salary and the tenure of employment with the Group.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary,
at each Balance Sheet date using the projected unit credit method. The Group contributes all ascertained liabilities to the
Gratuity Fund Trust (the Trust).
The Group recognises the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and
losses through remeasurements of the net defined benefit liability/(asset) are recognised in other comprehensive income
and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of
the yields computed by applying the discount rate used to measure the defined benefit obligation is recognised in other
comprehensive income. The effect of any plan amendments are recognised in net profit in the profit or loss. The Group
expects to contribute `1.9 crore to gratuity fund in 2021-22 (FY 2019-20 - `3.78 crore).

206 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Change in present value of defined benefit obligation


(` in crores)
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Defined benefit obligation at the beginning of the year 44.24 37.79 0.45 0.38
Current service cost* 5.21 3.86 0.02 0.02
Interest cost 2.82 2.77 0.03 0.03
Benefit payments from plan assets (5.70) (3.49) (0.05) (0.02)
Acquisition adjustment - 0.53 - -
Remeasurements - - - -
a. Due to change in demographic assumptions - - - -
b. Due to change in financial assumptions 0.33 2.07 - 0.02
c. Due to experience adjustments (2.61) 0.71 - 0.02
Defined benefit obligation at the end of the year 44.29 44.24 0.45 0.45

Change in fair value of plan assets


(` in crores)
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Fair value of plan assets at the beginning of the year 44.46 37.33 - -
Expected return on plan assets 2.84 2.73 - -
Contribution by employer 2.21 7.48 - -
Actual benefits paid (5.70) (3.49) - -
Return on assets 3.66 (0.12) - -
Acquisition adjustment - 0.53 - -
Fair value of plan assets at the end of the year 47.47 44.46 - -

Components of defined benefit cost recognised in Profit or Loss


(` in crores)
Gratuity Additional Gratuity
Particulars For the year ended For the year ended For the year ended For the year ended
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Current service cost 5.21 3.86 0.02 0.02
Interest Cost 2.82 2.77 0.03 0.03
Expected return on plan assets (2.84) (2.73) - -
Defined benefit cost recognised in Profit or Loss 5.19 3.90 0.05 0.05
Components of defined benefit cost recognised
in Other Comprehensive Income
a. Due to change in demographic assumptions - - - -
b. Due to change in financial assumptions 0.33 2.07 - 0.02
c. Due to change in experience adjustments (2.61) 0.71 - 0.02
d. (Return) on plan assets (excl. amount
(3.66) 0.12 - -
recognised in net interest)
Remeasurements recognised in other
(5.94) 2.90 - 0.04
comprehensive income (OCI)
*Includes `1.40 Crores (March 31, 2020: Nil) provided towards impact of changes in Remuneration structure.

Notes to Consolidated Financial Statements Blue Star Limited | 207


Net Assets/ Liability recognised in the balance sheet (` in crores)
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Defined benefit obligation 44.29 44.24 0.45 0.45
Fair value of plan assets 47.47 44.46 - -
Net defined benefit liability/(asset) (3.18) (0.22) 0.45 0.45

The major categories of plan assets of the fair value of the total plan assets are as follows (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Cash and cash equivalents 1.14 0.94
Insurance Group products 38.10 32.64
Others 8.23 10.88
Total 47.47 44.46

The principal assumptions used in determining gratuity for the Group’s plan are as shown below

Gratuity Additional Gratuity


Actuarial Assumptions As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Discount rate 6.25% 6.40% 6.25% 6.40%
Disability rate 5% of IALM-2012-14 5% of IALM-2012-14 5% of IALM-2012-14 5% of IALM-2012-14
65 years for Directors 65 years for Directors 65 years for Directors 65 years for Directors
Normal retirement age
and 60 for others and 60 for others and 60 for others and 60 for others
Mortality rate 100% of IALM-2012-14 100% of IALM-2012-14 100% of IALM-2012-14 100% of IALM-2012-14
Salary escalation rate
7%,3%,10% 7%,3%,10% - -
(Management-Staff-Directors)
14% 14% 14% 14%
Attrition rate
throughout throughout throughout throughout

The present value of defined benefit obligation after change in assumptions are as under

Gratuity Additional Gratuity


Assumptions As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Decrease in discount Rate (0.5%) 44.47 45.49 0.48 0.46
Increase in discount Rate (0.5%) 42.08 43.07 0.46 0.44
Decrease in salary Growth Rate (0.5%) 42.08 43.07 - -
Increase in salary Growth Rate (0.5%) 44.46 45.47 - -
Decrease in attrition Rate (1% of attrition rates) 43.39 44.33 0.45 0.44
Increase in attrition Rate (1% of attrition rates) 43.12 44.19 0.46 0.44
Decrease in Mortality Rate (10% of mortality rates) 43.24 44.25 0.47 0.45
Increase in Mortality Rate (10% of mortality rates) 43.24 44.24 0.47 0.45

208 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year 2020-21.
The average duration of the defined benefit plan obligation at the end of the reporting year 2020-21 is 6 years.
b. Provident fund
In accordance to Ind AS 19, that provident Fund set up by employers which requires interest shortfall to be met by the
employer, should be treated as a defined benefit plan. The actuary has provided a valuation and according thereto, there
is no shortfall as at March 31, 2021. The Group’s contribution to the Employee’s Provident Fund aggregates to `6.85 Crores
(March 31, 2020: `7.18 Crores).
The Supreme Court in a recent judgement has held that provident fund contributions are payable on basic wage, dearness
allowances and all other monthly allowances, which are universally, necessarily and ordinarily paid to all the employees in
the establishment of the Board. There are numerous interpretative issues relating to the judgement and the matter remains
sub judice. As a matter of caution, the Group has made for an estimated amount, provision on a prospective basis.
II. General description of significant defined plans:
a. Gratuity plan
Gratuity is payable to all eligible employees on separation/retirement based on 15 days last drawn salary for each completed
years’ of service after continuous service for five years.
b. Additional gratuity
Additional Gratuity is payable as per the specific rules of the Group i.e. `5,000 for staff and `10,000 for managers subject to
qualifying service of 15 years.

38. COMMITMENTS AND CONTINGENCIES


a. Contingent liabilities
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Claims against the Group not acknowledged as debts 0.34 0.15
Sales Tax matters 96.68 113.25
Excise Duty matters 4.90 6.03
Service Tax matters 159.00 159.00
Income Tax matters 126.80 108.94
GST matters 0.07 0.07
b. Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided:- At March 31, 2021, Group
had commitments (net of advances) of `61.56 crores (March 31, 2020: `126.94 crores)
c. The Group has an obligation to complete the Extended Producer Responsibility (EPR) targets, only if it is a participant in
the market during the financial year in accordance with the E-Waste (Management) Rules, 2016, as amended. The Group
has fulfilled its obligation for the current financial year. The Group will have an e-waste obligation for future years, only if it
participates in the market in those years.
d. Uncertain tax position
The uncertain tax position as on March 31, 2021 is `11.84 crores (March 31, 2020 : `11.84 crores).

Notes to Consolidated Financial Statements Blue Star Limited | 209


39. DISCLOSURE FOR RELATED PARTY AND INTEREST IN JOINT VENTURES
Names of other related parties as per Ind AS 24 with whom transactions have taken place during the year:
% of equity interest
Country of
Joint Ventures As at As at
Incorporation
31st March, 2021 31st March, 2020
Blue Star M & E Engineering (Sdn) Bhd Malaysia 49.00* 49.00*
Blue Star Oman Electro-Mechanical Co. LLC Oman 51.00 51.00
*Refer Note 41
Key Management Personnel
Mr. Vir S Advani, Vice Chairman and Managing Director
Mr. B Thiagarajan, Managing Director
Mr. Vijay Devadiga, Company Secretary
Mr. Neeraj Basur, Group Chief Financial Officer
Non Executive and Independent Directors
Mr. Shailesh Haribhakti
Mr. Rajiv R Lulla
Mr. Dinesh N Vaswani
Mr. Sam Balsara
Mr. Anil Harish
Mrs. Rumjhum Chatterjee
Mr. Arvind K Singhal
Mrs. Sunaina Murthy
Mr. Gurdeep Singh (till July 31, 2019)
Ms. Shobana Kamineni (till May 29, 2019)
Relative of Director
Mr. Ashok M Advani
Mr. Suneel M Advani
Enterprises in which a Director is/was a member/director during the year with whom Company had transactions and/or
balanaces
Moms Outdoor Media Solutions Pvt. Ltd.
Madison Communications Pvt. Ltd.
Somany Ceramics Ltd.
IBS Fintech India Pvt. Ltd.

Transactions during the year and balances with Related Parties are as under:
(` in crores)
31-March-2021 31-March-2020
Name of Related party Balance O/S Balance O/S
Transactions Transactions
DR/(CR) DR/(CR)
Blue Star M & E Engineering (Sdn) Bhd 1.21 1.91
Consultancy services rendered 1.58 1.75
Redemption of preference shares 3.45 -
Blue Star Oman Electro-Mechanical Co. LLC 4.46 4.46
Enterprises in which Director is a member/director
Sale of Goods and Services
Madison Communications Pvt. Ltd. 0.06 0.01 0.10 -
Moms Outdoor Media Solutions Pvt. Ltd. 0.01 (0.01) 0.01 (0.01)
Somany Ceramics Ltd. 0.02 - 0.02 0.01

210 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

31-March-2021 31-March-2020
Name of Related party Balance O/S Balance O/S
Transactions Transactions
DR/(CR) DR/(CR)
Services Received
Moms Outdoor Media Solutions Pvt Ltd 0.20 0.01 7.83 0.01
Madison Communications Pvt Ltd 15.91 (0.71) 29.78 (1.43)
IBS Fintech India Pvt. Ltd. 0.35 - 0.53 (0.10)
Relative of Director
Fees for Professional Services 0.11 (0.01) 0.43 (0.05)
Compensation of key managerial personnel (6.20) (4.18)
Short term employee benefits 11.95 12.61
Sitting fees to Non Executive and Independent Directors 0.71 0.55
Commission to Non Executive and Independent Directors 0.72 0.90
Retirement benefits 0.74 0.73
Total compensation paid to key management personnel 14.12 14.79
Note: As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the
amounts pertaining to the Directors are not included above.
Corporate Guarantees to Related Parties
The Parent has given corporate guarantees to joint venture in the ordinary course of business to meet the working capital
requirements of the joint venture.
(` in crores)
As at As at
Name of Related party
31st March, 2021 31st March, 2020
Blue Star Oman Electro-Mechanical Co. LLC
Payment made towards invocation of Corporate Guarantee - 19.24

40. SEGMENT INFORMATON


A. Primary segment reporting (by business segment)
The Group’s business segments are organized around product lines as under:
a. Electro-Mechanical Projects and Commercial Air-conditioning Systems include central air-conditioning projects, Electrical
Contracting business, and Packaged air-conditioning businesses including manufacturing and after-sales service.
b. Unitary Products include cooling appliances, cold storage products, including manufacturing and after-sales service.
c. Professional Electronics and Industrial Systems include trading and services for testing machines, medical, analytical,
test & measuring, data communications, industrial products, and systems.
Segment revenues, results and other information:
I. SEGMENT REVENUE
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 2,218.72 2,826.67
ii. Unitary Products 1,868.28 2,300.61
iii. Professional Electronics and Industrial Systems 176.59 232.91
TOTAL SEGMENT REVENUE 4,263.59 5,360.19
Add: Other Income 62.35 44.70
TOTAL INCOME 4,325.94 5,404.89

Notes to Consolidated Financial Statements Blue Star Limited | 211


II. SEGMENT RESULT
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 106.49 120.26
ii. Unitary Products 108.82 162.27
iii. Professional Electronics and Industrial Systems 33.81 54.34
TOTAL SEGMENT RESULT 249.12 336.87
Less: i) Finance Cost (64.72) (29.47)
ii) Other un-allocable Expenditure Net of un-allocable Income (39.25) (97.38)
TOTAL PROFIT/(LOSS) BEFORE TAXATION AND EXCEPTIONAL ITEM 145.15 210.02
Exceptional Items - (4.03)
PROFIT BEFORE TAXATION 145.15 205.99

III. OTHER INFORMATION


(` in crores)
As at As at
A. SEGMENT ASSETS
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 1,664.85 1,737.05
ii. Unitary Products 986.97 1,001.45
iii. Professional Electronics and Industrial Systems 62.36 76.29
TOTAL SEGMENT ASSETS 2,714.18 2,814.79
Add: Un-allocable Corporate Assets 835.27 624.47
TOTAL ASSETS 3,549.45 3,439.26

(` in crores)
As at As at
B. SEGMENT LIABILITIES
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 1,240.69 1,288.63
ii. Unitary Products 757.71 697.00
iii. Professional Electronics and Industrial Systems 78.50 83.52
TOTAL SEGMENT LIABILITIES 2,076.90 2,069.15
Add: Un-allocable Corporate Liabilities 584.69 585.43
TOTAL LIABILITIES 2,661.59 2,654.58

(` in crores)
As at As at
C. NON CURRENT ASSETS (MOVEMENT)
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 53.42 65.02
ii. Unitary Products 30.20 28.63
iii. Professional Electronics and Industrial Systems 0.27 0.50
iv. Un-allocable 15.40 74.79
TOTAL 99.29 168.94

212 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

(` in crores)
For the year ended For the year ended
D. DEPRECIATION/AMORTISATION
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 29.96 25.97
ii. Unitary Products 22.34 24.04
iii. Professional Electronics and Industrial Systems 0.24 0.36
iv. Un-allocable 39.75 37.62
TOTAL 92.29 87.99

(` in crores)
For the year ended For the year ended
E. NON CASH EXPENSES OTHER THAN DEPRECIATION
31st March, 2021 31st March, 2020
i. Electro -Mechanical Projects and Commercial Air Conditioning Systems 32.12 43.68
ii. Unitary Products 0.45 3.07
iii. Professional Electronics and Industrial Systems 1.71 1.23
iv. Un-allocable 1.19 0.22
TOTAL 35.47 48.20

B. Secondary segment information:


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Revenue (Sales, Services & Commission) by Geographical Market
India 3,854.49 4,842.62
Outside India 409.10 517.57
Total 4,263.59 5,360.19

(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Carrying amount of Non Current Assets
India 512.27 582.38
Outside India 7.28 8.56
Total 519.55 590.94

41. INTEREST IN JOINT VENTURE


The Blue Star Group comprises of the following entities
% Shareholding
Country of
Joint Ventures As at As at
Incorporation
31st March, 2021 31st March, 2020
Foreign Joint Ventures- Jointly Controlled Entities
Blue Star M & E Engineering (Sdn) Bhd 49% 49%
Malaysia
Carrying amount of Investment (` crores) 15.91 16.87

Notes to Consolidated Financial Statements Blue Star Limited | 213


Blue Star M & E Engineering (Sdn) Bhd
Summarized Balance sheet as at March 31, 2021 and March 31, 2020: (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Current assets 58.65 86.88
Non-current Assets 17.76 19.70
Current Liabilities 43.81 70.28
Non-current Liabilities 5.75 7.86
EQUITY 26.85 28.44
The above amount of the assets and liabilities include the following
- Cash and Cash equivalents 3.30 4.89
- Current financial liabilities (excluding trade and other payables and provisions) 20.83 20.57
- Non Current financial liabilities (excluding trade and other payables and provisions) 0.96 1.33

Summarised statement of Profit & Loss for the year ended March 31,2021 and March 31, 2020: (` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Revenue 83.36 113.17
Other Income 2.71 2.13
Cost of raw material and components consumed 67.09 96.40
Depreciation and amortization 0.50 0.54
Finance cost 0.23 0.18
Employee Benefit 5.02 6.16
Other Expenses 6.78 2.14
Profit before Tax 6.45 9.88
Income Tax Expense 1.13 4.31
Profit for the year 5.32 5.57
Group's share of profit for the year 2.60 2.73
Movement of investment in Joint Venture
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Investment in Joint venture 16.87 14.63
Profit for the period 2.60 2.73
Dividend received - (3.17)
Redemption of preference shares (3.45) -
Foreign currency translation reserve (0.11) 2.68
Investment in Joint venture 15.91 16.87
Note:
The Company holds 51% shareholding in Blue Star Oman Electro-Mechanical Co. LLC. However, the profit/loss sharing is on
50-50 basis and the investment is therefore accounted for as a joint venture. During the earlier year, the Company decided to
exit from this joint venture.

214 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

42. DERIVATIVE INSTRUMENTS AND FOREIGN CURRENCY EXPOSURE


The Group has a forex risk management policy that ensures proactive and regular monitoring and managing of foreign exchange
exposures. Financial risks relating to changes in exchange rates are hedged by forward and options contracts. The hedging
strategy is used towards managing currency fluctuation risk and the Group 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 of forward and option contract is
recognised in the Profit or Loss.
Commodity risk is mitigated by entering into annual rate contracts with major suppliers which are factored in pricing decisions.
This approach provides sufficient mitigation against volatility in commodity rates.

a. Derivative instruments: Forward contract outstanding as at balance sheet date


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in Lakh) (in Lakh)
Particulars of Derivatives
Forward cover to Purchase
- USD 127.30 93.07 73.40 55.54
- CNY (including commitments) 221.64 24.69 726.48 77.33
- EUR - - 0.86 0.71
Forward cover to Sell
- USD 15.00 10.97 - -

b. Derivative instruments: Option contract outstanding as at balance sheet date


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in Lakh) (in Lakh)
Particulars of Derivatives
Option cover to Purchase
- USD 30.00 21.93 59.48 45.01
- CNY - - 353.73 37.65

c. Particulars of foreign currency exposure as at the Balance Sheet date


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in Lakh) (in Lakh)
Bank Balances
EUR 1.93 1.66 4.03 3.34
USD 6.79 4.96 11.09 8.39
CAD 0.39 0.23 0.22 0.12
AED 3.88 0.77 0.23 0.05

Notes to Consolidated Financial Statements Blue Star Limited | 215


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in Lakh) (in Lakh)
Receivables
EUR 2.19 1.87 5.72 4.74
MYR 6.86 1.21 10.10 1.77
USD 26.93 19.69 50.50 38.21
JPY 22.75 0.15 83.60 0.58
CAD - - 2.26 1.20
GBP 0.08 0.08 0.09 0.08
Payables
EUR 6.76 5.79 8.89 7.36
JPY 49.62 0.33 0.14 -
CNY 20.13 2.24 34.04 3.62
USD 73.07 53.42 113.94 86.21
AED 0.49 0.10 23.12 4.76
CAD 0.15 0.09 0.01 -
GBP 0.01 0.01 (0.01) (0.01)
The above table does not include foreign currency exposure covered by derivative contracts as stated in (a) and (b) above
although not specifically designated in hedge relationships.

43. FAIR VAILUE HIERARCHY


The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
Quantitative disclosures of fair value measurement heirarchy as at 31st March, 2021: (` in crores)
Quoted Significant Significant
Date of prices in observable unobservable
Particulars Total
Valuation active markets inputs inputs
(Level1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment Property (refer note 6) 31st March, 2021 26.13 - - 26.13
Assets measured at fair value:
Investment in mutual fund (refer note 8) 31st March, 2021 279.06 - 279.06 -
Derivatives not designated as hedges
- Foreign exchange forward contracts (refer note 10) 31st March, 2021 0.26 - 0.26 -
There have been no transfers between Level 1, Level 2 and Level 3 during the year.
Quantitative disclosures of fair value measurement heirarchy as at 31st March, 2020: (` in crores)
Quoted Significant Significant
Date of prices in observable unobservable
Particulars Total
Valuation active markets inputs inputs
(Level1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment Property (refer note 6) 31st March, 2020 88.18 - - 88.18
Assets measured at fair value:
Investment in mutual fund (refer note 8) 31st March, 2020 - - - -
Derivatives not designated as hedges
- Foreign exchange forward contracts (refer note 15) 31st March, 2020 2.20 - 2.20 -
There have been no transfers between Level 1, Level 2 and Level 3 during the year.

216 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Fair value hierarchy of financial assets and liabilities measured at fair value:
Valuation technique and key inputs used to determine fair value:
1. Level - 2:
Mutual Fund - Quoted price in the active market
Derivative Instrument - Mark to maket on forward covers is based on forward exchange rates at the end of reporting period.
2. Level - 3:
Investment Property - Based on valuation report of independent valuer.

44. FINANCIAL RISK MANAGEMENT OBJECTIVES & POLICIES


The Group’s activities expose it to a variety of financial risks: market risk, credit risk, and liquidity risk. The Group’s primary focus is
to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The primary market risk to the Group is foreign exchange risk. The Group uses derivative financial instruments to mitigate
foreign exchange-related risk exposures.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises two types of risks: Currency risk and interest rate risk. Financial instruments affected by market risk
include borrowings, investments, trade payables, trade receivables, loans, and derivative financial instruments.
Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign
exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating
activities (when revenue or expense is denominated in a foreign currency). Foreign currency risks are managed within the
approved policy parameters utilizing foreign exchange forward contracts.
Foreign Currency Sensitivity
The following table demonstrates the sensitivity in the USD, CNY and EURO to the functional currency of the Group, with all
other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets
and liabilities including foreign currency derivatives.
(` in crores)
Effect on profit before tax Effect on equity
Change in
currency For the year For the year For the year For the year
Foreign currency ended ended ended ended
exchange
rate 31st March, 31st March, 31st March, 31st March,
2021 2020 2021 2020
+5% (1.44) (7.01) (0.94) (4.56)
US Dollars
-5% 1.44 7.01 0.94 4.56
+5% (0.11) (5.93) (0.07) (3.86)
CNY
-5% 0.11 5.93 0.07 3.86
+5% (0.11) 0.04 (0.07) 0.03
EURO
-5% 0.11 (0.04) 0.07 (0.03)
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Company does not have any exposure to the future cash flows resulting from change in interest rate as the
Company’s net obligations and asset carries fixed interest rate.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its operating activities, primarily trade receivables and from its
financing activities, including deposits with banks, foreign exchange transactions, and other financial instruments.
1. Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures, and controls
relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on credit terms in line
with respective industry norms. Outstanding customer receivables are regularly monitored. The Group has no concentration of
credit risk as the customer base is widely distributed both economically and geographically.

Notes to Consolidated Financial Statements Blue Star Limited | 217


(` in crores)
Neither past Past due but not impaired
Particulars due nor Total
impaired Less than 1 year More than 1 year
Trade Receivables as on March 31, 2021 230.61 439.05 141.32 810.98
Trade Receivables as on March 31, 2020 107.64 587.44 142.59 837.67
Refer Note 12 for details on the impairment of trade receivables.
2. Financial instruments and cash deposits
Credit risk from balances with banks is managed by Group’s treasury in accordance with the Board approved policy. Investments
of surplus funds, temporarily, are made only with approved counterparties, mainly mutual funds, who meet the minimum
threshold requirements under the counterparty risk assessment process.
Liquidity Risk
Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations. The Group monitors the rolling
forecast of its liquidity position based on expected cash flows. The Group’s approach is to ensure that it has sufficient liquidity
or borrowing headroom to meet its obligations at all points in time. The Group has sufficient short-term fund-based lines, which
provide healthy liquidity and these carry the highest credit quality rating from a reputed credit rating agency.
The table below summarise the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
(` in crores)
As at 31 March, 2021
st
Particulars
Less than 1 year More than 1 year Total
Interest bearing borrowings 102.34 352.40 454.74
Interest on borrowings 26.82 53.56 80.38
Trade Payables 1,604.89 - 1,604.89
Lease Liabilities 24.10 50.24 74.34
Other financial liabilities 13.51 - 13.51
Total 1,771.67 456.20 2,227.87

(` in crores)
As at 31 March, 2020
st
Particulars
Less than 1 year More than 1 year Total
Interest bearing borrowings 401.23 59.15 460.38
Trade Payables 1,582.37 - 1,582.37
Lease Liabilities 21.24 55.43 76.67
Other financial liabilities 33.37 - 33.37
Total 2,038.21 114.58 2,152.79

218 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

45. CAPITAL MANAGEMENT


The Group’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support
the growth of the Group. The Group determines the capital management requirement based on annual operating plans and
long term and other strategic investment plans. The funding requirements are met through an optimum mix of borrowed and
owned funds.
The Group’s adjusted net debt and equity position is as follows:
Gearing Ratio:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Borrowings 454.80 460.38
Less: Cash and cash equivalents 327.93 286.15
Net debt 126.87 174.23
Equity 887.86 784.68
Total capital 887.86 784.68
Capital and net debt 1,014.73 958.91
Gearing ratio 12.50% 18.17%

46. CURRENT ASSETS AND LIABILITIES EXPECTED TO BE RECOVERED/SETTLED WITHIN TWELVE MONTHS AND
AFTER TWELVE MONTHS FROM THE REPORTING DATE:
(` in crores)
As at
Particulars Within 12 months After 12 months 31st March 2021
Total
Assets
Inventories 882.42 - 882.42
Trade receivables 810.98 - 810.98
Loans 20.12 - 20.12
Other financial assets 0.26 - 0.26
Other current assets 518.93 15.54 534.47
Assets held for sale 0.08 - 0.08
Liabilities
Trade Payables 1,604.89 - 1,604.89
Lease Liabilities 24.10 - 24.10
Other financial liabilities 36.81 - 36.81
Other current liabilities 442.02 - 442.02
Provisions 48.37 - 48.37

Notes to Consolidated Financial Statements Blue Star Limited | 219


(` in crores)
As at
Particulars Within 12 months After 12 months 31st March 2020
Total
Assets
Inventories 869.32 - 869.32
Trade receivables 837.67 - 837.67
Loans 14.63 - 14.63
Other current assets 581.38 53.69 635.07
Assets held for sale 0.08 - 0.08

Liabilities
Trade payables 1,582.36 - 1,582.36
Lease liabilities 21.24 - 21.24
Other financial liabilities 33.37 - 33.37
Other current liabilities 437.46 - 437.46
Provisions 64.98 - 64.98

47. AGGREGATION OF EXPENSES DISCLOSED IN PROJECT COST VIDE NOTE 29 IN RESPECT OF SPPECIFIC ITEMS
INCLUDED IN SALARIES AND WAGES, OTHER EXPENSES AND FINANCE COST VIDE NOTE 30, 32 AND 33 IS AS
FOLLOWS:
(` in crores)
Nature of expenses Note 29 Note 30 Note 32 Note 33 Total
41.39 339.51 - - 380.90
Salary & wages
(7.90) (434.65) - - (442.55)
0.70 - 33.97 - 34.67
Rent
(0.89) - (47.95) - (48.84)
1.26 - 13.85 - 15.11
Power & fuel
(1.88) - (17.59) - (19.47)
2.12 - 5.06 - 7.18
Insurance
(6.06) - (4.00) - (10.06)
0.55 - 16.43 - 16.98
Travelling & Conveyance
(1.09) - (48.71) - (49.80)
0.44 - 1.97 - 2.41
Printing & Stationery
(0.49) - (4.34) - (4.83)
0.50 - 67.64 - 68.14
Freight and Forwarding Charges
(1.45) - (84.01) - (85.46)
7.00 - 37.66 - 44.66
Legal & Professional fees
(17.85) - (59.90) - (77.75)
1.04 - - 4.58 5.62
Bank charges
(1.93) - - (5.66) (7.59)
0.03 - - - 0.03
Communication charges
- - - - -
Figures in brackets are for previous year

220 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

48. (a) DETAILS OF REVENUE EXPENDITURE DIRECTLY RELATED TO RESEARCH & DEVELOPMENT:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Employee benefit expense 15.27 21.47
Cost of raw material and components consumed 3.52 4.66
Legal & Professional fees 1.34 2.51
Depreciation 13.43 10.66
Others 3.27 6.61
Total 36.83 45.91

48. (b) DETAILS OF CAPITAL EXPENDITURE DIRECTLY RELATED TO RESEARCH & DEVELOPMENT:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Tangible Assets
Building sheds and road 6.77 6.95
Plant & Equipment 4.06 10.79
Office equipments 0.98 0.65
Vehicles 0.12 0.39
Computers 0.26 0.35
Intangible Assets
Technical knowhow 9.80 3.04
Software 0.28 0 .41
Total 22.27 22.58

49. LEASE
a) Disclosure as per the requirement of Ind AS 116
Amounts recognised in balance sheet
The balance sheet shows the following amounts relating to leases: (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Right-of-use assets 50.07 55.45
Lease Liabilities
Current 24.10 21.24
Non-current 31.23 38.54
Amounts recognised in the consolidated statement of profit and loss
The consolidated statement of profit or loss shows the following amounts relating to leases: (` in crores)
For the year ended For the year ended
Particulars Note
31st March, 2021 31st March, 2020
Depreciation charge of right-of-use assets 31 21.17 16.18
Interest expense (included in finance costs) 33 6.19 5.89
Expense relating to short term lease not included in lease liabilities 32 2.07 1.77
Expense relating to variable lease payments not included in lease liabilities 32 31.90 46.18
The total cash outflow for leases for the year ended March 31, 2021 was `60.78 cr (March 31, 2020: `70.72 cr)

Notes to Consolidated Financial Statements Blue Star Limited | 221


The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2021 on an undiscounted
basis:
(` in crores)
As at As at
Contractual undiscounted cash flows
31st March, 2021 31st March, 2020
Not later than 1 year 24.10 20.47
Later than 1 year and not later than 5 years 43.34 42.76
Later than 5 years 6.90 12.67
Total undiscounted lease liabilities 74.34 75.90
The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet
the obligations related to lease liabilities as and when they fall due.
Variable lease payments
Some property leases contain variable payment terms that are linked to space used for warehouse whenever required by the
Group. Variable lease payments that depends on variable space requirement are recognised in profit or loss in the period in
which the condition that triggers those payments occurs.
Extension and termination options
Extension and termination options are included in some of the leases across the Group. These are used to maximise operational
flexibility in terms of managing the assets in the Group’s operation. The majority of extension and termination options held are
exercisable by both the Group and by the respective lessor. Further the Group expects not to use that options.

50. STATUTORY GROUP INFORMATION


Net Assets i.e. total Share in Share in Other Share in Total
assets minus total profit or comprehensive comprehensive
liabilities loss Income Income
Particulars As % of As % of
As % of
As % of consolidated consolidated
consolidated Amount Amount Amount Amount
consolidated other com- Total com-
net assets (` Crores) (` Crores) (` Crores) (` Crores)
profit or loss prehensive prehensive
Income Income
Parent -
Blue Star Limited (Standalone)
Balance at March 31, 2021 104% 919.09 66% 65.93 141% 3.47 67% 69.40
Balance at March 31, 2020 108% 849.69 84% 120.87 (70%) (1.73) 82% 119.14
Subsidiaries
Indian
1. Blue Star Engineering and
Electronics Limited
Balance at March 31, 2021 17% 151.81 23% 23.00 26% 0.63 23% 23.63
Balance at March 31, 2020 16% 128.18 29% 41.84 (11%) (0.28) 29% 41.56
Foreign
1. Blue Star Qatar - WLL
Balance at March 31, 2021 5% 48.13 6% 6.12 0% - 6% 6.12
Balance at March 31, 2020 6% 46.09 6% 9.02 0% - 6% 9.02
2. Blue Star International FZCO
Balance at March 31, 2021 3% 22.42 13% 12.74 0% - 12% 12.74
Balance at March 31, 2020 1% 10.31 4% 5.70 0% - 4% 5.70

222 | Blue Star Limited Notes to Consolidated Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Consolidated)

Net Assets i.e. total Share in Share in Other Share in Total


assets minus total profit or comprehensive comprehensive
liabilities loss Income Income
Particulars As % of As % of
As % of
As % of consolidated consolidated
consolidated Amount Amount Amount Amount
consolidated other com- Total com-
net assets (` Crores) (` Crores) (` Crores) (` Crores)
profit or loss prehensive prehensive
Income Income
3. Blue Systems & Solutions LLC
Balance at March 31, 2021 (1%) (8.04) (4%) (3.68) 0% - (4%) (3.68)
Balance at March 31, 2020 (1%) (4.56) (3%) (4.86) 0% - (3%) (4.86)
4. BSL AC&R (SINGAPORE)
PTE. LTD.
Balance at March 31, 2021 3% 23.10 (0.29%) (0.42) 0% - 0% (0.42)
Balance at March 31, 2020 - - - - - - - -
Joint Ventures
(As per proportionate
consolidation/investment as
per the equity method)
1. Blue Star M & E Engineering
(Sdn) Bhd
Balance at March 31, 2021 1% 13.15 3% 2.60 0% - 3% 2.60
Balance at March 31, 2020 2% 13.94 2% 2.73 0% - 2% 2.73
2. Blue Star Oman
Electro-Mechanical Co. LLC
Balance at March 31, 2021 0% - 0% - 0% - 0% -
Balance at March 31, 2020 0% - 0% - 0% - 0% -
Consolidated adjustments/
Eliminations
Balance at March 31, 2021 (258.69) (5.93) (1.63) (7.98)
Balance at March 31, 2020 (258.97) (32.05) 4.47 (27.58)
Total
Balance at March 31, 2021 100% 887.86 100% 100.35 100% 2.47 100% 102.82
Balance at March 31, 2020 100% 784.68 100% 143.25 100% 2.46 100% 145.71

51. DISCLOSURE IN CONNECTION WITH REVENUE FROM CONTRACT WITH CUSTOMERS


1 Disaggregation of revenue:
The table below presents disaggregated revenues from contracts with customers for the year ended March 31, 2021 by
offerings and contract-type. The Group believes that this disaggregation best depicts how the nature, amount, timing and
uncertainty of revenues and cash flows are affected by industry, market and other economic factors:
(` in crores)
For the year ended For the year ended
31st March, 2021 31st March, 2020
Revenue by type of contract
At a point At a point
Over time Total Over time Total
in time in time
Electro-Mechanical Projects and
900.33 1,318.39 2,218.72 1,033.82 1,792.85 2,826.67
Commercial Air Conditioning Systems
Unitary Products 1,830.41 37.87 1,868.28 2,264.07 36.54 2,300.61
Professional Electronics and Industrial Systems 139.71 36.88 176.59 203.74 29.16 232.91
Total 2,870.45 1,393.14 4,263.60 3,501.63 1,858.55 5,360.19

Notes to Consolidated Financial Statements Blue Star Limited | 223


2 Reconciliation of contracted price with the revenue recognised in profit or loss:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Sale of products at transaction price & Construction and Service Contracts at contracted 4,337.65 5,446.85
price
Reductions towards variable consideration components * (102.61) (110.45)
Revenue recognised in profit & loss 4,235.04 5,336.40
* Reduction towards variable consideration components include discounts, service level credits, etc.
3. Revenue recognised relating to performance obligations that were satisfied in a prior year amounted to `Nil crore
(March 31, 2020 `Nil crore).
4. The aggregate value of Order Book as at March 31, 2021, is `2952 crore (March 31, 2020 `2,947 Crore). Out of this, the Group
expects to recognise revenue of around 59% within the next one year and the remaining thereafter.
5. Changes in contract assets and contract liabilities during the reporting period:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balance - Contract assets (net of impairment) 381.79 336.68
Opening balance - Contract liabilities* (151.76) (122.39)
Revenue recognised during the year (1,393.14) (1,858.55)
Less: Progress billing during the year 1,339.08 1,874.29
Closing Balance 175.96 230.03
Closing balance contract assets (net of impairment) 331.11 381.79
Closing balance contract liabilities including income received in advance (155.15) (151.76)
*The Group has recognised revenue out of opening contract liabilities 151.76 122.39
52. PREVIOUS YEAR COMPARATIVES
Figures for the previous year have been regrouped/reclassified to conform to the figures of the current year.

For and on behalf of the Board of Directors of


BLUE STAR LIMITED
Shailesh Haribhakti Chairman DIN: 00007347
B Thiagarajan Managing Director DIN: 01790498
Vijay Devadiga Company Secretary
Neeraj Basur Group Chief Financial Officer

Mumbai: May 06, 2021

224 | Blue Star Limited Notes to Consolidated Financial Statements


Independent Auditor’s Report on Standalone Financial Statements

To The Members of Blue Star Limited


Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Blue Star Limited (“the Company”), which comprise
the Standalone Balance Sheet as at March 31, 2021, and the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2021, and its profit, total comprehensive income, its
changes in equity and the cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under
section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility
for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code
of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion
on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditor’s Response


1 Accounting for Fixed Price Principal audit procedures performed:
Contracts: i. assessed the appropriateness of the accounting policy for recognising revenue
Estimate of cost is a critical on fixed price contracts with the requirements of Ind AS 115.
estimate to determine ii. evaluated the design and implementation of internal controls over recording
revenues from fixed price of actual cost till date and estimation of total cost required to complete the
contracts and liability for performance obligations.
onerous obligations. This
iii. tested the operating effectiveness of the said internal controls for a selected
estimate has an inherent
sample of contracts.
uncertainty as it requires
measurement of the progress iv. verified the measurement of the actual cost till date and the total estimated cost
of contracts, which is based for completion of performance obligations for a selected sample of contracts.
on cost till date and total v. performed substantive tests on a sample of contracts to identify, if any,
cost required to complete significant variations in actual costs till date and total costs required to complete
the contract performance the performance obligations and verified whether the revenue was recognised
obligations. based on such costs after considering the effects of variations, if any, in the total
costs required to complete the performance obligations.
(Refer note 15, 23, 27 and 48)
vi. identified onerous contracts to record a provision for expected costs to be
incurred till completion of the contract.

226 | Blue Star Limited Independent Auditor’s Report on Standalone Financial Statements
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Sr. No. Key Audit Matter Auditor’s Response


2 Assessment of the carrying Principal audit procedures performed:
value of trade receivables i. evaluated the design and implementation of internal controls over the review of
and contract assets: valuation of trade receivables and contract assets.
The appropriate valuation of ii. tested the operating effectiveness of the said internal controls for selected samples.
certain trade receivables and
iii. scrutinised a sample of receivable accounts to confirm management’s
contract assets is dependent
assessment about recoverability of the receivables, having regards to credit
on a number of factors such
worthiness of the counterparties to make payment based on passage of time
as age, credit worthiness and
and/ or information available with management.
ability of counterparties to
make payment. (Refer Note 12 iv. verified subsequent receipts for selected samples, post balance sheet date.
and 15) v. verified the management’s estimates for provision of expected credit loss in
terms of Ind AS 109 on Financial Instruments.

Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Integrated Report, Board’s Report, Management Discussion and Analysis, Business Responsibility Report and the
Dynamics of Blue Star’s Growth (hereinafter referred to as “other information”), but does not include the consolidated financial
statements, standalone financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
standalone financial statements.

Independent Auditor’s Report on Standalone Financial Statements Blue Star Limited | 227
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on
the standalone financial statements.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

228 | Blue Star Limited Independent Auditor’s Report on Standalone Financial Statements
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Report on Other Legal and Regulatory Requirements


1. As required by Section 143(3) of the Act, based on our audit we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the
relevant books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of
the Act.
e. On the basis of the written representations received from the directors taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the
Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins and Sells LLP


Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Samir R. Shah
Partner
(Membership No. 101708)
(UDIN: 21101708AAAABR9070)
Place : Mumbai
Date : May 6, 2021

Independent Auditor’s Report on Standalone Financial Statements Blue Star Limited | 229
Annexure “A” to the Independent Auditor’s Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Blue Star Limited (“the Company”) as of March 31, 2021
in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

230 | Blue Star Limited Annexure “A” to the Independent Auditor’s Report
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Inherent Limitations of Internal Financial Controls Over Financial Reporting


Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk
that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2021, based on the criteria for internal financial control over financial
reporting established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For Deloitte Haskins and Sells LLP
Chartered Accountants
(Firm‘s Registration No.117366W/W-100018)

Samir R. Shah
Partner
(Membership No. 101708)
(UDIN: 21101708AAAABR9070)
Place : Mumbai
Date : May 6, 2021

Annexure “A” to the Independent Auditor’s Report Blue Star Limited | 231
Annexure “B” to the Independent Auditor’s Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) In respect of the Company’s fixed assets:


(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period
of 2 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According
to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us and based on the
examination of the registered title deeds of immovable properties provided to us, we report that, the title deeds,
comprising all the immovable properties of land and buildings which are freehold and included in Property, Plant and
Equipment, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of
land and buildings that have been taken on lease and disclosed as Right of Use assets in the financial statements, the
lease agreements are in the name of the Company, where the Company is the lessee in the agreement. 
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and
no material discrepancies were noticed on physical verification.
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other
parties covered in the register maintained under section 189 of the Companies Act, 2013. 
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the
provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and
providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and
there are no unclaimed deposits outstanding during / at the year end. Hence, the provisions of Sections 73 to 76 or any
other relevant provisions of the Act are not applicable.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act,
2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the
Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained.
We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate
or complete. 
(vii) According to the information and explanations given to us, in respect of statutory dues: 
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’
State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods and Service Tax,
cess and other material statutory dues applicable to it to the appropriate authorities. 
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales
Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods and Service Tax, cess and other material statutory
dues in arrears as at March 31, 2021 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax, Goods and
Services Tax which have not been deposited as on March 31, 2021 on account of disputes are given below:

Amount Amount
Nature of Forum where Dispute is Period to which the
Name of Statute involved unpaid
Dues Pending Amount Relates
(` Crore) (` Crore)
Income Tax Act 1961 Income Tax High Court PY 1997-98, PY 1999-2000, 4.74 4.74
PY 2001-02 to PY 2003-04
Income Tax Appellate PY 2005-06 to PY 2006-07 4.94 4.20
Tribunal (ITAT)
Commissioner of Income PY 2007-08, PY 2008-09, 57.03 57.03
Tax Appeals PY 2014-15 to PY 2016-17

232 | Blue Star Limited Annexure “B” to the Independent Auditor’s Report
Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Amount Amount
Nature of Forum where Dispute is Period to which the
Name of Statute involved unpaid
Dues Pending Amount Relates
(` Crore) (` Crore)
Local Sales Tax Act, VAT, CST, Supreme Court FY 2001-02 to FY 2010-11 7.85 7.68
Central Sales Tax Act Sales Tax, High court FY 2006-07 1.47 1.47
and VAT Act Entry Tax Tribunal and Appellate FY 2001-02 to FY 2003-04, 22.86 18.27
Board FY 2007-08 to FY 2014-15
Commissioner Appeals, FY 1990-91, FY2000-01 to 87.75 80.25
Commercial Tax Officer and FY 2002-03, FY 2004-05,
Assessing Officer (CWG) FY2006-07 to FY 2017-18
Service tax under Service tax CESTAT FY 2002-03 to FY 2013-14 244.10 237.67
Finance Act 1994 Commissioner (Appeals) FY 2003-04, FY 2005-06 to 2.96 2.93
FY 2009-10, FY 2012-13,
FY 2014-15 and FY 2015-16
High court FY 2004-2005 6.85 6.85
Customs Act,1962 Excise CESTAT FY 1988-89, FY 1994-95 to 0.73 0.69
and Central Excise Duty and FY 1995-96 and FY 2007-08
Act,1944 Customs to FY 2015-16
Commissioner (Appeals) FY 1987-88 to FY 1989-90, 4.18 4.15
and Superintendent and FY 2006-07 to FY 2015-16
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the
repayment of loans or borrowings to banks and dues to debenture holders.  The Company has not taken any loans or
borrowings from the government.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or
term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable. 
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and
no material fraud on the Company by its officers or employees has been noticed or reported during the year. 
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial
remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V
to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable. 
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section
177 and Section 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the
details of related party transactions have been disclosed in the financial statements etc. as required by the applicable
accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered
into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons
connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi)The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Deloitte Haskins and Sells LLP
Chartered Accountants
(Firm‘s Registration No.117366W/W-100018)

Samir R. Shah
Partner
Place : Mumbai (Membership No. 101708)
Date : May 6, 2021 (UDIN: 21101708AAAABR9070)

Annexure “B” to the Independent Auditor’s Report Blue Star Limited | 233
Standalone Balance Sheet as at March 31, 2021
(` in crores)
As at As at
Particulars Notes
31st March, 2021 31st March, 2021
A ASSETS
1. Non-current assets
Property plant and equipment 4 248.95 250.65
Right-of-use assets 5 43.78 54.52
Capital work in progress 54.31 56.75
Investment property 6 - 49.81
Intangible assets 7 52.13 51.13
Intangible assets under development 3.42 11.01
Financial assets
- Investments 8 220.82 220.88
- Loans 9 23.79 21.13
- Other financial assets 10 6.01 4.58
Income tax assets (net) 85.32 93.44
Deferred tax assets (net) 26 44.07 58.48
Other non-current assets 15 55.90 60.56
Total Non-current assets 838.50 932.94
2. Current assets
Inventories 11 867.69 849.65
Financial assets
- Investments 8 279.05 -
- Loans 9 18.60 13.87
- Trade receivables 12 712.19 745.83
- Cash and cash equivalents 13 296.19 218.18
- Other bank balances 14 4.22 7.79
- Other financial assets 10 0.38 2.30
Other current assets 15 445.13 543.11
Assets held for sale 4 17.70 0.08
Total current assets 2,641.15 2,380.81
Total Assets 3,479.65 3,313.75
B EQUITY AND LIABILITIES
1. Equity
Equity share capital 16 19.26 19.26
Other equity 17 899.83 830.43
Total Equity 919.09 849.69
2. Non-current liabilities
Financial liabilities
- Borrowings 19 346.86 41.88
- Lease liabilities 21 29.36 37.72
Provisions 24 10.81 13.13
Government grants 25 8.83 9.38
Total Non-current liabilities 395.86 102.11
3. Current Liabilities
Financial liabilities
- Borrowings 19 231.93 449.04
- Trade payables
a. Total outstanding dues of micro enterprises and small enterprises 20 66.89 44.08
b. Total outstanding dues of creditors other than micro enterprises and
small enterprises 1,388.96 1,394.49
- Lease liabilities 21 22.86 21.42
- Other financial liabilities 22 33.72 30.18
Provisions 24 37.66 53.19
Government grants 25 2.33 3.52
Other current liabilities 23 380.35 366.03
Total current liabilities 2,164.70 2,361.95
Total Equity and liabilities 3,479.65 3,313.75
The accompanying notes are an integral part of the financial statements 1 to 50
In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

234 | Blue Star Limited Standalone Balance Sheet


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Standalone Statement of Profit & Loss for the year ended March 31, 2021
(` in crores)
For the year ended For the year ended
Particulars Notes
31st March, 2021 31st March, 2020
Revenue from operations 27 3,842.23 4,786.49
Other income 28 62.17 73.43
Total income (i) 3,904.40 4,859.92
Expenses
Cost of raw materials consumed (including direct project and service cost) 29 2,216.38 2,866.96
Purchase of stock-in-trade 29 733.18 738.98
Changes in inventories of finished goods, stock-in-trade and work-in-progress 29 25.49 0.53
Employee benefits expense 30 325.23 414.95
Depreciation and amortisation expense 31 88.34 84.34
Finance costs 33 67.89 32.37
Other expenses 32 349.54 550.09
Total expenses (ii) 3,806.05 4,688.22
Profit before exceptional items and tax (i) - (ii) 98.35 171.70
Exceptional items 34 - (4.03)
Profit before tax 98.35 167.67
Tax expense
i) Current tax 26 18.01 25.04
ii) Deferred tax 26 14.41 21.76
Total tax expense 32.42 46.80
Net profit after tax 65.93 120.87
Other comprehensive income not to be reclassified to profit or loss in
subsequent periods:
Re-measurement gains/(losses) on defined benefit plans 5.32 (2.66)
Income tax effect 26 (1.85) 0.93
Other comprehensive income for the year 3.47 (1.73)
Total comprehensive income for the year 69.40 119.14
Earnings per share 35
Basic (in `) 6.85 12.55
Diluted (in `) 6.85 12.55
The accompanying notes are an integral part of the financial statements 1 to 50

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

Standalone Statement of Profit & Loss Blue Star Limited | 235


Standalone Statement of Changes in Equity for the year ended March 31, 2021

(A) Equity Share Capital


For the year ended March 31, 2021 (` in crores)
Balance as at April 1, 2020 Changes in equity share capital during the year Balance as at March 31, 2021
19.26 - 19.26
For the year ended March 31, 2020 (` in crores)
Balance as at April 1, 2019 Changes in equity share capital during the year Balance as at March 31, 2020
19.26 - 19.26

(B) Other equity


For the year ended March 31, 2021 (` in crores)
Capital Capital
Securities General
redemption subsidy from Retained Total other
Particulars premium reserve
reserve government earning equity
(refer note 17) (refer note 17)
(refer note 17) (refer note 17)
Balance as at April 1, 2020 210.15 2.34 0.60 326.05 291.29 830.43
Profit for the year - - - - 65.93 65.93
Other Comprehensive Income for
- - - - 3.47 3.47
the year (net of tax)
Total comprehensive income for
- - - - 69.40 69.40
the year
Balance as at March 31, 2021 210.15 2.34 0.60 326.05 360.69 899.83

For the year ended March 31, 2020 (` in crores)


Capital Capital
Securities General
redemption subsidy from Retained Total other
Particulars premium reserve
reserve government earning equity
(refer note 17) (refer note 17)
(refer note 17) (refer note 17)
Balance as at April 1, 2019 210.15 2.34 0.60 326.05 402.60 941.74
Transition impact of Ind AS 116
- - - - (4.28) (4.28)
(net of tax)
Profit for the year - - - - 120.87 120.87
Other Comprehensive Income
- - - - (1.73) (1.73)
for the year (net of tax)
Total comprehensive income for
- - - - 119.14 119.14
the year
Dividend and dividend
distribution tax thereon - - - - (226.17) (226.17)
(refer note 18)
Balance as at March 31, 2020 210.15 2.34 0.60 326.05 291.29 830.43
The accompanying notes are an integral part of the financial statements 1 to 50

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

236 | Blue Star Limited Standalone Statement of Changes in Equity


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Standalone Cash Flow Statement for the year ended March 31, 2021
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 98.35 167.67
Adjustments to reconcile profit before tax to net cash flows
Depreciation/amortisation 88.34 84.34
Amortisation of Government Grant (2.51) (20.29)
Fair Value (Gain)/loss on financial instruments 2.00 (5.65)
Loss on sale of property, plant & equipment - 0.40
Profit on sale of property, plant & equipment (32.33) -
Bad debts written off and provision for doubtful debts 30.45 45.91
Unrealised foreign exchange loss/(gain) (7.58) 11.77
Liabilities written back (15.17) (6.25)
Finance cost 67.89 32.37
Rental Income (6.36) (6.32)
Interest (income) (8.94) (5.20)
Mutual fund income (5.13) -
Dividend (income) (2.40) (33.11)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 206.61 265.64
Increase/(Decrease) in working capital:
Trade payables 39.23 10.80
Provisions (11.76) (10.94)
Other current liabilities 4.34 10.49
Trade receivables 2.04 226.21
Inventories (18.04) 8.10
Loans (7.39) (3.32)
Other assets 105.06 (41.61)
Cash generated from operations 320.09 465.38
Direct taxes paid (net of refunds) (11.74) (73.35)
Net cash flow from/(used in) Operating activities (A) 308.35 392.02
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property plant and equipments, including Capital work-in-progress
(67.28) (85.09)
and capital advances
Payment for obligation towards guarantee for Joint Venture - (19.24)
Purchase of investments (279.05) -
Proceeds from sale of property, plant and equipment 80.87 2.14
Rent received 6.36 6.32
Interest received 5.88 4.67
Income from mutual fund 5.13 -
Dividends received 2.40 33.11
Net cash flow from/(used in) Investing activities (B) (245.69) (58.09)
Balance carried forward 62.66 333.93

Standalone Cash Flow Statement Blue Star Limited | 237


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Balance brought forward 62.66 333.93
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from/(Repayment towards) short term borrowings (272.11) 39.63
Proceeds from long term borrowings 350.00 50.00
Repayment of long term borrowings (50.00) -
Inter corporate deposit received from subidiary 55.00 45.00
Repayment of lease liabilities (23.71) (15.07)
Interest and bank charges* (42.59) (33.00)
Dividend paid on equity shares (including Dividend Distribution Tax) (1.24) (224.10)
Net cash flow from/(used in) in Financing activities (C) 15.35 (137.54)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) 78.01 196.39
Cash and Cash Equivalents at the beginning of the year 218.18 21.79
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (Refer note 13) 296.19 218.18

* Finance cost includes `1.18 crores (March 31, 2020 : `1.34 crores) capitali ed in property, plant and equipment.
The accompanying notes are an integral part of the financial statements 1 to 50

In terms of our report attached For and on behalf of the Board of Directors of
For Deloitte Haskins & Sells LLP BLUE STAR LIMITED
Chartered Accountants Shailesh Haribhakti Chairman DIN: 00007347
Samir R. Shah B Thiagarajan Managing Director DIN: 01790498
Partner
Membership No. 101708 Vijay Devadiga Company Secretary
Mumbai: May 06, 2021 Neeraj Basur Group Chief Financial Officer

238 | Blue Star Limited Standalone Cash Flow Statement


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Notes to Standalone Financial Statements for the year ended March 31, 2021

1. CORPORATE INFORMATION
Founded in 1943 by Mr Mohan T Advani, Blue Star Limited (“the company”) is a public listed company and India’s leading
air conditioning, commercial refrigeration, and MEP (Mechanical, Electrical, Plumbing, and Fire-fighting) contracting
company. As an expert in cooling, Blue Star offers a plethora of cooling solutions and has also made inroads into water
and air purification, engineering facilities management, commercial kitchen, and healthcare refrigeration. The Company’s
integrated business model of a Manufacturer; Engineering, Procurement, and Construction (EPC) services provider; and
After-sales service provider enables it to offer comprehensive solutions for the residential, commercial, and infrastructure
segments.
The financial statements of the Company were approved by its Board of Directors on May 06, 2021.
2. STATEMENT OF COMPLIANCE
The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other accounting principles
generally accepted in India.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation and presentation
The financial statements have been prepared on a historical cost basis, except for certain financial instruments that
are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair
value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
(b) Critical accounting judgments and key sources of estimation uncertainty
The preparation of these financial statements in conformity with the recognition and measurement principles of Ind
AS requires the management of the Company to make estimates and judgments that affect the reported balances of
assets and liabilities, disclosures relating to contingent assets and liabilities, and the reported amounts of income and
expense for the periods presented.
Estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the periods in which the estimates are revised and in future periods affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amounts recognised in the financial statements are disclosed in Note 36.
(c) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Revenue is
net off trade discounts, rebates and other similar allowances. Revenue excludes indirect taxes which are collected on
behalf of Government.
i. Revenue from sale of goods:
Revenue from sale of goods is recognised at the point in time when control is transferred to the customer. Indicators
that control has been transferred include the establishment of the Company’s present right to receive payment for
the goods sold, transfer of legal title to the customer, transfer of physical possession to the customer, transfer of
significant risks, and rewards of ownership in the goods to the customer, and the acceptance of the goods by the
customer.
ii. Revenue from construction contracts:
Contract revenues are recognised based on the stage of completion of the contracting activity. Revenue is measured
based on the proportion of contract costs incurred for satisfying the performance obligation to the total estimated
contract costs, there being a direct relationship between the input and the productivity. Claims are accounted for
as income when accepted by the customer.

Notes to Standalone Financial Statements Blue Star Limited | 239


Expected loss, if any, on a contract is recognised as an expense in the period in which it is foreseen, irrespective of
the stage of completion of the contract.
Incremental costs of obtaining a contract (such as professional fees, commission paid to acquire the contract) are
recognised as assets and amorti ed over the term of the contract.
Contract modifications are accounted for, when additions, deletions, or changes are approved either to the
contract scope or contract price. Accounting for modifications of a contract involves assessing whether the services
added to an existing contract are distinct and whether the pricing is a standalone selling price. Services added that
are not distinct are accounted for on a cumulative catch-up basis, while those that are distinct are accounted for
prospectively, either as a separate contract, if the additional services are priced at the standalone selling price, or
as a termination of the existing contract and creation of a new contract if not priced at the standalone selling price.
iii. Revenue from sale of services:
Revenue from services rendered over a period of time, such as annual maintenance contracts, are recognised on a
straight line basis over the period of the performance obligation.
iv. Dividend and Interest income:
Dividend income is accounted for when declared and the right to receive the same is established. Interest income
is recognised using the effective interest method.
v. Rental income:
Rental income from operating leases is accounted for on a straight-line basis over the lease term.
(d) Government grant
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the period that the related costs, which it is intended to compensate are expensed. When the grant relates
to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
(e) Employee benefits
Short term benefits:
Salaries, wages, short-term compensated absences, and other short-term benefits, accruing to employees are
recognised at undiscounted amounts in the period in which the employee renders the related service.
Retirement benefits
Defined contribution plan:
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have
rendered the service entitling them to the contribution.
Defined benefit plan:
The Company makes monthly contributions towards the employees’ provident fund which is administered by a trust. In
the event of an interest shortfall (between the interest declared by the Government and the interest paid by the fund)
the deficiency is made good by the Company, based on an actuarial valuation.
The present value of defined benefit obligation of employees’ provident fund is determined using the projected unit
credit method, with actuarial valuations being carried out at each year end.
The Company’s liability towards gratuity is determined based on the present value of the defined benefit obligation
and fair value of plan assets and the net liability or asset is recognised in the balance sheet. The net liability or asset
represents the deficit or surplus in the plan (the surplus is limited to the present value of the economic benefits available
in the form of refunds from the plan or reductions in future contributions). The present value of the defined benefit
obligation is determined using the projected unit credit method, with actuarial valuations being carried out at each
year end. Defined benefit costs are composed of:
i. service cost - recognised in profit or loss;
ii. net interest on the net liability or asset- recognised in profit or loss;
iii. re-measurement of the net liability or asset- recognised in other comprehensive income

240 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Other long-term employee benefits:


Compensated absences that are not expected to occur within twelve months after the end of the period in which the
employee renders the related services are recognised as a liability at the present value of the defined benefit obligation
at the balance sheet date.
(f) Leases
As a lessee
At the inception of a contract, the Company assesses whether a contract is or contains a lease. A contract is, or contains,
a lease if a contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
At the date of commencement of a lease, the Company recognises a right-of-use asset (“ROU assets”) and a corresponding
lease liability for all leases, except for short-term leases and low-value leases. Certain lease arrangements include the
option to extend or terminate the lease before the end of the lease term. Lease payments to be made under such
reasonably certain extension options are included in the measurement of ROU assets and lease liabilities. ROU assets
are amortized on a straight-line basis over the asset’s useful life or the lease period whichever is shorter.
Lease liability is measured by discounting the lease payments using the interest rate using the incremental borrowing
rates. Lease liabilities are re-measured with a corresponding adjustment to the related right of use asset if the Company
changes its assessment of whether it will exercise an extension or a termination option.
Impairment of ROU assets is in accordance with the policy for impairment of non- financial assets.
The Company has opted for the exemption provided under Ind AS 116 for short-term leases and leases of low-value
assets, hence the lease payments associated with those leases are treated as an expense on a straight-line basis over
the lease term.
As a lessor
Lease income from operating leases where the Company is a lessor is recognised in the statement of profit and loss on
a straight-line basis over the lease term.
(g) Foreign currencies
The functional currency of the Company is the Indian rupee (`).
Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Foreign
currency denominated monetary assets and liabilities are retranslated at the exchange rate prevailing on the balance
sheet date and exchange gains and losses arising on settlement and restatement are recognised in profit or loss.
Foreign currency denominated non- monetary assets and liabilities that are measured at historical cost are not
retranslated.
(h) Taxes
Income tax expense comprises current tax expense and the net change during the year, in the deferred tax asset or
liability. Current and deferred taxes are recognised in profit or loss, except when they relate to items that are recognised
in other comprehensive income or in equity, in which case the related current and deferred tax are also recognised in
other comprehensive income or equity, as applicable.
Current and Deferred Taxes are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Tax assets and tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts.
i. Current income tax
Provision for current income tax is made for the tax liability payable on taxable income after considering tax
allowances, deductions, and exemptions determined in accordance with the applicable tax rates and the prevailing
tax laws.

Notes to Standalone Financial Statements Blue Star Limited | 241


ii. Deferred tax
Deferred tax is recognised for deductible and taxable temporary differences arising between the tax base of assets
and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of
an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
Deferred income tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry forward of unused tax credits and unused tax
losses can be utili ed.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utili ed.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which
is likely to give future economic benefits in the form of availability of set-off against future income tax liability.
Accordingly, MAT is recognised as a deferred tax asset in the balance sheet when the asset can be measured reliably
and it is probable that the future economic benefit associated with the asset will be reali ed.
(i) Exceptional items
Exceptional items refer to items of income or expense within the income statement from ordinary activities which are
non-recurring and are of such size, nature, or incidence that their separate disclosure is considered necessary to explain
the performance of the Company and to assist users of financial statements in making projections of future financial
performance.
(j) Property, plant and equipment
Property, plant, and equipment are stated at cost, net of accumulated depreciation, and accumulated impairment
losses.
Costs comprise of costs incurred to bring the assets to their location and working condition up to the date the assets
are put to their intended use.
When significant components of plant and equipment are replaced separately, the Company depreciates them based
on the useful lives of the components. Leasehold land is depreciated on a straight line basis over the period of the lease.
All other assets are depreciated to their residual values on a written-down value basis over their estimated useful lives.
Estimated useful lives of the assets are as follows:
Nature of tangible asset Useful life (years)
Factory buildings 30
Other buildings 60
Roads 5
Temporary structure 3
Plant & Machinery 15-20
Furniture and fixtures 10
Office equipment 5
Vehicles 8
Computer- desktop, laptops 3
Computer- Servers and Networks 6
Leasehold Improvements 6 or the life based on lease period, whichever is lower
Useful lives of plant and machinery are higher than those indicated in Schedule II to the Companies Act, 2013 based on
management estimate and technical assessment made by a technical expert.
Freehold land is not depreciated.
Any gain or loss arising on derecognition/disposal of an asset is included in profit or loss.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, as appropriate.

242 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

(k) Intangible assets


Intangible assets acquired are measured on initial recognition at cost. Subsequent to initial recognition, intangible
assets are carried at cost less any accumulated amortization and accumulated impairment losses. Intangible assets
with finite lives are amortised on a straight- line basis over their estimated useful economic lives and assessed for
impairment whenever there is an indication that the intangible asset may be impaired. Intangible assets are
derecognised on disposal, or when no further economic benefits are expected from use or disposal. Any gain or loss
arising on derecognition is included in profit or loss.

Nature of intangible assets Useful life


Software 6 years
Technical knowhow 6 years

Research and development costs


Research costs are expensed as incurred. Development expenditure on projects is recognised as an intangible asset
when the Company can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.
- Its intention and ability to complete and to use or sell the asset.
- How the asset will generate future economic benefits.
- The availability of adequate resources to complete the asset.
- The ability to measure reliably the expenditure incurred during development.
Development expenditure that does not meet the above criteria is expensed as incurred.
During the period of development, the asset is tested for impairment annually.
(l) Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are
measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are
stated at cost less accumulated depreciation and accumulated impairment loss, if any.
The Company depreciates the building component of investment property over 60 years on written down value basis
from the date of original purchase, which is as prescribed under schedule II to the Companies Act, 2013.
Investment properties are derecognised either when they have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from their disposal. Any gain or loss arising on
derecognition is included in profit or loss.
(m) Impairment of non-financial assets
Property, plant and equipment, and intangible assets with finite lives are evaluated for recoverability whenever there
is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable
amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined for the individual asset, unless
the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of
the asset (or CGU) is reduced to its recoverable amount and an impairment loss is recognised in profit or loss.
(n) Financial instruments
Recognition and initial measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Financial assets and financial liabilities are recognised by the Company when it becomes
a party to the contractual provisions of the financial instrument.

Notes to Standalone Financial Statements Blue Star Limited | 243


Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of a financial instrument are adjusted to fair value, except where the financial instrument is
measured at Fair Value through profit or loss, in which case the transaction costs are immediately recognised in profit
or loss.
Financial assets
Cash and cash equivalents
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of
cash that are subject to an insignificant risk of change in value and having original maturities of three months or less
from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks that are
unrestricted for withdrawal and usage.
For the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above,
net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
Financial assets at amortised cost
Financial assets are subsequently measured at amortized cost if these financial assets are held within a business whose
objective is to hold these assets to collect contractual cash flows and the contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within
a business model whose objective is achieved both by collecting contractual cash flows on specified dates that are
solely payments of principal and interest on the principal amount outstanding and selling financial assets.
Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair
value through other comprehensive income on initial recognition. The transaction costs directly attributable to the
acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit or loss.
Investment in subsidiaries and joint ventures
The Company accounts for its investments in subsidiaries and joint ventures at cost.
Financial liabilities and equity instruments
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term.
Financial liabilities are designated upon initial recognition at fair value through profit or loss only if the criteria in
Ind AS 109 are satisfied.
Other financial liabilities
Other financial liabilities (including borrowings, financial guarantee contracts and trade, and other payables) are after
initial recognition, measured at amortized cost using the effective interest (EIR) method.
Equity instruments
An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its
liabilities. Equity instruments issued by the Company are recognised at the proceeds received net off direct issue cost.
Derivative financial instruments
The Company enters into derivative contracts to hedge foreign currency/price risk on unexecuted firm commitments
or highly probable forecast transactions. Such derivative financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into and are subsequently re-measured at fair value at the end of
each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities
when the fair value is negative.

244 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss immediately
unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition
in profit or loss depends on the nature of the hedged item.
Derecognition of financial instruments
The Company derecognises a financial asset when the contractual rights to the cash flow from the financial asset expire
or it transfers the financial asset and the transfer qualifies for de-recognition under Ind AS 109. A financial liability (or
a part of a financial liability) is derecognised from the Company’s Balance Sheet when the obligation specified in the
contract is discharged or cancelled or expires.
Fair value measurement
When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot
be measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include
consideration of inputs such as liquidity risk, credit risk, and volatility.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurements in their entirety, which are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
(o) Inventories
Inventories including Work- in- Progress (other than construction contracts) are valued at cost or net realizable value,
whichever is lower, the cost is worked out on a weighted average basis. Cost includes all charges for bringing the goods
to their present location and condition. Net realizable value represents the estimated selling price for inventories less
all estimated costs of completion and costs necessary to make the sale.
(p) Provisions and contingencies
Provisions
A provision is recognised when the Company has a present obligation as a result of a past event and it is probable that
an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. The
amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
Warranty provisions
The estimated liability for product warranties is recorded when products are sold/the project is completed. These
estimates are established using historical information on the nature, frequency, and average cost of warranty claims
and management estimates regarding possible future incidence based on corrective actions on product failures. The
timing of outflows will vary as and when warranty claims arise being typically up to five years.
Contingencies
Contingent liabilities exist when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company, or a present obligation that arises from past events where it is either not probable that an
outflow of resources will be required to settle the obligation or the amount cannot be reliably estimated. Contingent
liabilities are appropriately disclosed unless the possibility of an outflow of resources embodying economic benefits is
remote.
Contingent assets are not recognised in the financial statements. However, where an inflow of economic benefits is
probable, the Company discloses the same in the financial statements.

Notes to Standalone Financial Statements Blue Star Limited | 245


(q) Segment reporting
Segments are identified based on the manner in which the chief operating decision-maker (CODM) decides about the
resource allocation and reviews performance.
Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the
basis of their relationship to the operating activities of the segment.
Segment revenue resulting from transactions with other business segments is accounted for based on the transfer
price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on
a negotiated basis.
Revenue, expenses, assets, and liabilities which relate to the Company as a whole and are not allocable to segments on
a reasonable basis have been included under “unallocated revenue/expenses/assets/liabilities”.
(r) Earnings per share
The Companies Earnings per Share (‘EPS’) is determined based on the net profit attributable to the equity shareholders
of the Company.
Basic earnings per share are calculated by dividing the profit from continuing operations and total profit, both
attributable to equity shareholders of the company by the weighted average number of equity shares outstanding
during the year.
Diluted earnings per share are computed using the weighted average number of common and dilutive shares
outstanding during the year including share-based payments, except where the result would be anti-dilutive.
(s) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction, or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All
other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of funds. Interest on Borrowing is calculated using Effective
Interest Rate (EIR) method and is recognised in profit or loss.

246 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

4. PROPERTY PLANT AND EQUIPMENT


(` in crores)
Land- Land- Plant and Leasehold Furniture & Office
Particulars Buildings Vehicles Computers Total
leasehold freehold equipment improvements fixtures equipment
Cost
At April 1, 2019 3.41 15.15 66.05 213.68 6.44 14.85 5.43 19.46 23.73 368.20
Additions - 0.20 1.49 35.31 - 0.13 1.61 5.65 4.68 49.07
Reclassified as ROU
(3.41) - - - - - - - - (3.41)
(refer note 5)
Disposals - - (0.11) (2.58) - - (0.13) (2.61) (0.10) (5.53)
At March 31, 2020 - 15.35 67.43 246.41 6.44 14.98 6.91 22.50 28.31 408.33
At April 1, 2020 - 15.35 67.43 246.41 6.44 14.98 6.91 22.50 28.31 408.33
Additions - - 9.18 30.24 - 0.03 1.19 3.47 1.52 45.63
Disposals - - - (2.76) - (1.05) (1.30) (3.40) - (8.51)
At March 31, 2021 - 15.35 76.61 273.89 6.44 13.96 6.80 22.57 29.83 445.45
Accumulated
depreciation
At April 1, 2019 0.07 - 18.96 62.35 2.33 4.00 2.13 6.47 15.71 112.02
Disposals - - (0.11) (1.81) - - (0.10) (1.85) (0.10) (3.97)
Provided during the year - - 4.43 29.48 0.83 2.74 1.99 4.69 5.54 49.70
Reclassified as ROU
(0.07) - - - - - - - - (0.07)
(refer note 5)
At March 31, 2020 - - 23.28 90.02 3.16 6.74 4.02 9.31 21.15 157.68
At April 1, 2020 - - 23.28 90.02 3.16 6.74 4.02 9.31 21.15 157.68
Disposals - - - (2.44) - (1.00) (1.13) (2.64) - (7.21)
Provided during the year - - 4.59 28.54 0.73 2.04 1.50 4.43 4.20 46.03
At March 31, 2021 - - 27.87 116.12 3.89 7.78 4.39 11.10 25.35 196.50
Net book value
At March 31, 2021 - 15.35 48.74 157.77 2.55 6.18 2.41 11.47 4.48 248.95
At March 31, 2020 - 15.35 44.15 156.39 3.28 8.24 2.89 13.19 7.16 250.65

(` in crores)
As at As at
Asset held for sale
31st March, 2021 31st March, 2020
Asset held for sale- plant and equipment 0.08 0.14
Addition during the year 17.62 -
Disposal/reclassified to property, plant and equipment - (0.06)
Less: Impairment allowance - -
Asset held for sale- plant and equipment 17.70 0.08

Notes to Standalone Financial Statements Blue Star Limited | 247


5. RIGHT OF USE ASSETS
(` in crores)

Particulars Land- leasehold Building Total


Cost
As at date of transition April 1, 2019 3.41 55.42 58.83
Additions - 12.88 12.88
Disposals - - -
At March 31, 2020 3.41 68.30 71.71
At April 1, 2020 3.41 68.30 71.71
Additions - 13.71 13.71
Transfer to Assets held for sale (3.41) - (3.41)
Disposals - (9.20) (9.20)
At March 31, 2021 - 72.81 72.81
Accumulated amortisation
As at date of transition April 1, 2019 0.07 - 0.07
Disposals - - -
Provided during the year 0.03 17.09 17.12
At March 31, 2020 0.10 17.09 17.19
At April 1, 2020 0.10 17.09 17.19
Transfer to Assets held for sale (0.13) - (0.13)
Disposals - (9.20) (9.20)
Provided during the year 0.03 21.14 21.17
At March 31, 2021 - 29.03 29.03
Net book value
At March 31, 2021 - 43.78 43.78
At March 31, 2020 3.31 51.21 54.52

248 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

6. INVESTMENT PROPERTY

Particulars (` in crores)
Cost
At April 1, 2019 66.78
Additions -
At March 31, 2020 66.78
Additions -
Disposals (66.78)
At March 31, 2021 -
Depreciation
At April 1, 2019 13.93
Additions 3.04
At March 31, 2020 16.97
Additions 2.81
Disposals (19.78)
At March 31, 2021 -
Net book value
At March 31, 2021 -
At March 31, 2020 49.81
Fair Value * (refer note 42)
At March 31, 2021 -
At March 31, 2020 61.41
* Valuation is based on fair value assessment done by accredited independent valuer.

Information regarding Income and Expenditure of Investment Property


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Rental income derived from investment property 6.36 6.32
Direct operating expenses (including repairs and maintenance) associated with
(0.81) (0.69)
investment property
Profit arising from investment property before depreciation and indirect expenses 5.55 5.63
Less: Depreciation (2.81) (3.04)
Profit arising from investment property before indirect expenses 2.74 2.59

The Company had no restrictions on the realisability of its investment property and has no contractual obligations to purchase,
construct or develop investment property or has no plans for major repairs, maintenance and enhancements.

Notes to Standalone Financial Statements Blue Star Limited | 249


7. INTANGIBLE ASSETS
(` in crores)

Particulars Technical knowhow Software Total


At April 1, 2019 51.16 60.03 111.19
Additions 0.20 15.12 15.32
Disposals - (0.22) (0.22)
At March 31, 2020 51.36 74.93 126.29
At April 1, 2020 51.36 74.93 126.29
Additions 9.80 9.82 19.62
Disposals - (1.32) (1.32)
At March 31, 2021 61.16 83.43 144.59
Amortisation
At April 1, 2019 26.93 33.96 60.89
Disposals - (0.22) (0.22)
Provided during the year 7.32 7.17 14.49
At March 31, 2020 34.25 40.91 75.16
At April 1, 2020 34.25 40.91 75.16
Disposals - (1.03) (1.03)
Provided during the year 9.18 9.15 18.33
At March 31, 2021 43.43 49.03 92.46
Net book value
At March 31, 2021 17.73 34.40 52.13
At March 31, 2020 17.11 34.02 51.13
The Company evaluated the method of estimating the future economic benefits of software installed in various systems and
accordingly applied straight line method for amortisation from April 1, 2019 instead of written down method. Due to change in
amortisation method, the profit has increased by `6.95 crores in March 31, 2020.

250 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

8. INVESTMENTS
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
I. Non-current investments
Unquoted investments at cost
Investment in equity instruments
Investment in subsidiaries
5,29,25,052 (March 31, 2020 : 5,29,25,052) fully paid equity shares of `2 each in Blue
210.89 210.89
Star Engineering and Electronics Ltd.
49 (March 31, 2020 : 49) fully paid equity shares of QR 2000 each in Blue Star Qatar (WLL) 0.12 0.12
5,350 (March 31, 2020 : 5,350) fully paid equity shares of AED 1000 each in Blue Star
9.81 9.87
International FZCO
Investment in Joint Ventures
255,000 (March 31, 2020 : 255,000) fully paid equity shares of OMR 1 each in Blue Star
4.34 4.34
Oman Electro-Mechanical Co. LLC
Less: Impairment (refer note 24) (4.34) (4.34)
Total non-current investments 220.82 220.88

II. Current investments


Unquoted Investments in mutual funds
Growth Scheme
27,259 Units (March 31, 2020: Units NIL) in HDFC Mutual Fund 67.67 -
16,80,961 Units (March 31, 2020: Units NIL) in ICICI Prudential Mutual Fund 51.23 -
1,87,803 Units (March 31, 2020: Units NIL) in SBI Mutual Fund 74.19 -
65,531 Units (March 31, 2020: Units NIL) in UTI Mutual Fund 22.09 -
14,96,607 Units (March 31, 2020: Units NIL) in Aditya Birla Mutual Fund 63.87 -
Total Current Investments 279.05 -

Notes to Standalone Financial Statements Blue Star Limited | 251


9. LOANS (UNSECURED CONSIDERED GOOD UNLESS OTHERWISE STATED)
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Security deposits, considered good 18.12 16.27 11.04 11.55
Security deposits, credit impaired - - 0.96 0.96
Less: Allowance for doubtful deposits - - (0.96) (0.96)
18.12 16.27 11.04 11.55
Loans to employees 5.67 4.86 7.56 2.32
Loan to joint venture (related party - refer note 39) 4.46 4.46 - -
Less: Allowance for doubtful loan (4.46) (4.46) - -
Total loans 23.79 21.13 18.60 13.87

10. OTHER FINANCIAL ASSETS


(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Financial assets at fair value through profit or loss
Derivatives not designated as hedges
Foreign exchange forward contracts** - - 0.28 2.20
Non-current bank balances (including accrued
6.01 4.58 - -
interest thereon)*
Financial guarantee commission receivable from a
- - 0.10 0.10
subsidiary (refer note 39)
Total other financial assets 6.01 4.58 0.38 2.30
*Margin money deposits with a carrying amount of `6.01 Crores (March 31, 2020 : `4.58 Crores) are subject to a first charge as
security deposit with customers.
**Foreign exchange forward contracts
The Company enters into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of buyers
credit and trade payables. These contracts are not designated in hedge relationships and are measured at fair value through
profit or loss.

11. INVENTORIES
(Valued at lower of cost and net realisable value)
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Raw materials & components
235.91 190.80
(includes in transit: `24.16 Crores (March 31, 2020 : `47.30 Crores))
Work-in-progress 62.31 58.82
Finished goods 199.66 261.42
Stock-in-trade 312.04 279.26
Stores and Spares 57.77 59.35
Total Inventories 867.69 849.65
The finished goods and stock-in-trade inventory includes good-in-transit from one location to another of `47.27 crores
(March 31, 2020 : `101.65 crores).
The above inventory values are net of provisions made of `7.89 crores (March 31, 2020 : `3.64crores) for slow moving, obsolete
and defective inventory.

252 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

12. TRADE RECEIVABLES


(` in crores)
Current
Particulars As at As at
31st March, 2021 31st March, 2020
Trade receivables considered good- unsecured 712.19 745.83
Trade receivables which have significant increase in credit risk 46.67 41.67
Trade receivables- credit impaired 44.63 43.27
803.49 830.77
Less: Allowance for doubtful debts (91.30) (84.94)
Total trade receivables 712.19 745.83
The movement for allowance for doubtful debts during the year in respect of trade receivables containing significant
credit risk are as follows:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening Balances as on 1st April 84.94 89.78
Impairment loss recognised 26.36 41.16
Less: Allowances provided earlier written off as bad debts (20.00) (46.00)
Closing balance as on 31 March
st
91.30 84.94

13. CASH AND CASH EQUIVALENT


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Cash and cash equivalents
Balances with banks:
- In current accounts 81.03 86.71
- In fixed deposits 214.74 131.05
Cash on hand 0.42 0.42
Total cash and cash equivalents 296.19 218.18

14. OTHER BANK BALANCES


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Other bank balances
- Unpaid dividend * 4.14 5.38
- Cash & bank balance not available for immediate use 0.08 2.41
Total other bank balances 4.22 7.79
*The Company can utilise these balances only towards settlement of unclaimed dividend and fractional shares.

Notes to Standalone Financial Statements Blue Star Limited | 253


15. OTHER ASSETS
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Contract Assets - - 353.13 402.78
Less: Allowance for doubtful contract assets - - (27.89) (24.28)
Net contract assets - - 325.24 378.50
Retention - - 17.30 29.49
Capital advances 18.78 23.48 - -
Balances with statutory authorities 36.61 36.49 46.02 65.02
Vendor advances - - 29.19 38.87
Less: Allowance for doubtful vendor advance - - (1.00) (1.00)
Vendor advances (Net) - - 28.19 37.87
Prepaid expenses 0.51 0.59 20.47 23.64
Government grant receivable - - 5.34 8.32
Gratuity paid in advance (Refer Note 37) - - 2.57 0.27
Total other assets 55.90 60.56 445.13 543.11

The movement for allowance for doubtful contract assets during the year are as follows: (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balances as on 1st April 24.28 19.55
Impairment loss recognised 7.61 4.73
Less: Allowances provided earlier written off (4.00) -
Closing balances as on 31st March 27.89 24.28

Categorisation of Financial Assets: (` in crores)


As at As at
Particulars
31st March, 2021 31st March, 2020
At Fair Value
Investments (refer note 8) 279.05 -
Other financial assets (refer note 10) 0.28 2.20
Total at Fair Value through profit or loss 279.33 2.20
At Amortised cost
Trade receivables (refer note 12) 712.19 745.83
Cash & bank balances (refer note 13 and 14 ) 300.41 225.97
Loans (refer note 9) 42.39 35.00
Other financial assets (refer note 10) 6.11 4.68
Total at Amortised Cost 1,061.10 1,011.48
The carrying amount of financial assets measured at amortised cost in the financial statements are a reasonable approximation
of their fair value.

254 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

16. EQUITY SHARE CAPITAL


7.8% cumulative Cumulative
convertible Equity shares Unclassified compulsorily
preference of shares of ` 100 convertible
Authorised Share Capital shares of ` 100 ` 2 each each preference shares
each of ` 10 each
No. ` Crores No. ` Crores No. ` Crores No. ` Crores
At April 1, 2019 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Increase/(Decrease) during the year - - - - - - - -
At March 31, 2020 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Increase/(Decrease) during the year - - - - - - - -
At March 31, 2021 10,000 0.10 283,600,000 56.72 16,000 0.16 520,000 0.52
Terms/Rights attached to Equity Shares
The Company has one class of Equity Shares having par value of `2 per share. Each share holder is entitled to one vote per
share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to
approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in the proportion of number of equity shares
held by the shareholders.
Terms/Rights attached to 7.8% cumulative convertible preference shares and cumulative compulsorily convertible
preference shares
Each convertible preference share is convertible at the option of the shareholders into Equity shares.
The preference shares shall rank for the dividend in priority to the equity shares of the Company in the event of increase in share
capital or winding up of the Company up to amount of dividend or any arrears of dividend. Preference share holders will not
have any further right to participate in the profits or assets of the Company.
Issued share capital
Equity Shares of `2 each issued, subscribed & fully paid up No. ` Crores
At April 1, 2019 96,313,888 19.26
Issue of share capital - -
At March 31, 2020 96,313,888 19.26
Issue of share capital - -
At March 31, 2021 96,313,888 19.26
Details of shareholders holding more than 5% shares in the Company
As at 31st March, 2021 As at 31st March, 2020
Name of the shareholder % holding in % holding in
Numbers Numbers
the class the class
Vistra Itcl (India) Limited as a Trustee of Ashok M Advani Family
11,955,601 12.41% 11,955,601 12.41%
Private Trust
Vistra Itcl (India) Limited as a Trustee of SMA Family
7,719,930 8.02% 7,719,930 8.02%
Private Trust
SBI Small Cap Fund 5,413,075 5.62% 3,906,842 4.06%

17. OTHER EQUITY


Securities premium reserve - Where the Company issues shares at a premium, a sum equal to the aggregate amount of the premium
received on those shares shall be transferred to “Securities Premium Reserve”. The Company may use this reserve for the purpose
allowed under Section 52 of the Companies Act, 2013.

Notes to Standalone Financial Statements Blue Star Limited | 255


Capital redemption reserve - Capital redemption reserve was created in an earlier year for buy-back of shares.
Capital subsidy received from government - Subsidy was received towards setting up of a factory in the state of Himachal Pradesh
during the years ended March 31, 2009 and March 31, 2013.
General reserve - General reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement
of Profit and Loss. The Company can use this reserve for payment of dividend and issue of bonus shares.
Retained earnings - The amount that can be distributed by the Company as dividends to its equity shareholders is determined
based on the balance in this reserve and also considering the requirements of the Companies Act, 2013. Thus the amounts
reported above are not distributable in entirely. It includes impact of actuarial gains and losses on the funded obligation due to
change in financial assumptions, change in demographic assumption, experience adjustments, etc. recognised through other
comprehensive income.
18. DIVIDEND DISTRIBUTION MADE AND PROPOSED
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Cash dividends on equity shares declared and paid:
Dividend paid (Previous year : Final Dividend for the year ended March 31, 2019 :
- 192.62
`10 per share and interim dividend for the year ended March 31, 2020 : `10 per share).
Dividend distribution tax - 33.55
Total Dividend Distribution - 226.17
Note: The Directors have recommended a dividend of `4 per equity share of face value `2 each for FY20-21 (FY19-20, Interim and
Final Dividend of `10 per equity share). Proposed Dividend on Equity Shares are subject to approval at the Annual General Meeting.
19. BORROWINGS
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
At amortised cost
Non-current borrowings
Term loan - Secured (Note a) - 50.01
7.65% Non convertible debentures - Unsecured (note e) 350.00 -
Less: Unamortised upfront fees on borrowing (3.14) -
Less: Current maturities of long term debt clubbed under other financial liabilities
- (8.13)
(refer note no. 22)
Total non-current borrowings 346.86 41.88

Short term borrowings


Unsecured
Working Capital Demand Loan from banks (note b) - 278.50
Commercial papers
- from others (note d) - 49.22
Inter corporate deposit received from a subsidiary (related party - refer note no. 39) 130.00 75.00
Packing credit loan from banks (note b) 40.53 16.30
Short term loan (note b) 55.00 -
Cash credit/bank overdrafts (note b) 3.65 2.10
Secured
Packing credit loan from banks (note b & c) 2.75 27.80
Cash credit/bank overdrafts (note b & c) - 0.12
Total current borrowings 231.93 449.04
Aggregate secured loans 2.75 69.80
Aggregate unsecured loans 576.04 421.12
Total borrowings 578.79 490.92

256 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

a. Term Loan was secured against Plant and Machinery @3 months T bill plus 1.90%.
b. Outstanding loans carry an interest rate ranging from 2.3% - 6.8% p.a. (March 31, 2020 : 7.4% - 9.8% p.a.)
c. Outstanding secured loans are secured by hypothecation of stock-in-trade and trade receivables.
d. Commercial papers carried average interest rate 6.65% p.a. for the current year (March 31, 2020 : 8% p.a.).
These were repayable within 80 days from the date of drawdown.
e. The Company has allotted 7.65% unsecured redeemable non-convertible debentures ( Series I & Series II) on June 1, 2020.
Repayment schedule of Non- Convertible Debentures:
(` in crores)
Repayment
Particulars
Amount Date
7.65% Non-Convertible Debenture (Series- I)- Principal 175.00 1-Jun-23
7.65% Non-Convertible Debenture (Series- II)- Principal 175.00 1-Jun-23
20. DISCLOSURE AS PER SECTION 22 OF MSME ACT
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
(a) (i) Principal amount remaining unpaid to any supplier at the end of 64.91 41.93
accounting year
(ii) Interest due on above 0.06 0.23
(b) Amount of interest paid by the buyer in terms of section 16 of the Act - -
(c) Amount of interest due and payable for the period of delay in making payment
(which have been paid but beyond the due date during the year but without - -
adding the interest specified under this Act).
(d) Amount of interest accrued and remaining unpaid at the end of each
1.98 2.15
accounting year
(e) Amount of further interest remaining due and payable even in the succeeding
years, until such date when the interest dues as above are actually paid to the
1.98 2.15
small enterprise for the purpose of disallowance as a deductible expenditure
under section 23 of the Act, 2006
66.89 44.08
The information has been given in respect of such vendors to the extent they could be identified as ‘Micro and Small Enterprises’
on the basis of information available with the Company.

21. LEASE LIABILITY


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balance 59.14 -
Addition during the year 13.71 74.57
Add: Interest for the year 6.36 6.32
Less: Paid during the year (26.99) (21.75)
Closing balance 52.22 59.14
Non-current lease liability 29.36 37.72
Current lease liability 22.86 21.42
Total lease liability 52.22 59.14

Notes to Standalone Financial Statements Blue Star Limited | 257


22. OTHER FINANCIAL LIABILITIES
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Financial liabilities at amortised cost
Other deposits - - 4.15 6.86
Financial guarantee contracts - - 0.10 0.10
Interest accrued but not due on borrowings - - 23.26 -
Unpaid Dividend (refer note a below) - - 4.14 5.38
Current maturities of long term borrowings - - - 8.13
Creditors- capital expenditure - - 2.07 2.44
Leave encashment payable to employees - - - 7.27
Total other financial liabilities - - 33.72 30.18
Note:
a) Unpaid Dividend
There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund .
Categorisation of financial liabilities carried at amortised cost (` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Borrowings (refer note 19 and note 22) 578.79 499.05
Trade payables 1,455.85 1,438.57
Other deposits (refer note 22) 4.15 6.86
Financial guarantee contracts (refer note 22) 0.10 0.10
Unpaid dividend (refer note 22) 4.14 5.38
Creditor- capital expenditure (refer note 22) 2.07 2.44
Interest accrued but not due on borrowings (refer note 22) 23.26 -
Leave encashment payable to employees (refer note 22) - 7.27
Total financial liabilities carried at amortized cost 2,068.36 1,959.67
Borrowings and Interest Accrued but not due on Borrowings have a fair value of `603.22 Crores (March 31, 2020 `499.05 Crores).
The carrying amount of all other financial liabilities measured at amortised cost in the financial statements are a reasonable
approximation of their fair value.
Reconciliation between the opening and closing balances for liabilities arising from financing activities for the year
ended 31st March 2021: (` in crores)
Non-current Current
Particulars Lease liabilities
borrowings borrowings
At the beginning of the year 41.88 449.04 59.14
Cash flows during the year (net) 300.00 (217.11) (26.99)
Current maturity of long term borrowings 8.13 - -
Transaction cost on borrowings (3.14) - -
At the end of the year (excluding interest liability on 346.87 231.93 32.15
borrowings)
Non cash changes due to :
- Acquisitions under finance lease - - 20.07
- Interest on borrowings (clubbed under other financial liabilities) 23.26 - -
At the end of the year (including interest liability on
370.13 231.93 52.22
borrowings)

258 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

23. OTHER CURRENT LIABILITIES


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Contract liabilities from construction contracts 62.95 60.48
Contract liabilities from annual maintenance contract services 57.55 56.41
Advances from customers 218.25 227.88
Dues to statutory bodies 34.99 15.53
Others 6.61 5.73
Total other liabilities 380.35 366.03

24. PROVISIONS
(` in crores)
Non-current Current
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Provision for employee benefits
Compensated absences - - 13.81 14.52
Additional gratuity (refer note 37) 0.44 0.42 - -
0.44 0.42 13.81 14.52
Other provisions
Provision for customer warranties 10.37 12.71 10.85 11.48
Provision for foreseeable loss - - 1.49 2.12
Provision for obligation towards guarantee given* - - 1.09 1.09
Other provisions - - 10.42 23.98
10.37 12.71 23.85 38.67
Total 10.81 13.13 37.66 53.19
* The Company holds 51% shareholding in Blue Star Oman Electro-Mechanical Co. LLC. However, the profit/loss sharing is on
50-50 basis and the investment is therefore accounted for as a joint venture. During the earlier year, the Company decided to
exit from this joint venture.

Provision for warranties


(` in crores)
As at
Particulars
31st March, 2021
At the beginning of the year 24.19
Add: Additional provisions made during the year 8.65
Less: Amount used during the year (11.88)
Add: Effect of change in provision on account of discounting during the year 0.26
At the end of the year 21.22
Current portion 10.85
Non-current portion 10.37
Foreseeable Loss
A provision for foreseeable loss on contract with customers is recognised when it is probable that the contract cost will exceed
the total contract revenue or when the unavoidable costs of meeting the obligation under the contract exceed the currently
estimated economic benefits.

Notes to Standalone Financial Statements Blue Star Limited | 259


Other Provision for the year ended March 31, 2021
(` in crores)
Provision for Provision for
Other
Particulars foreseeable obligation towards
Provisions
loss guarantee given
At the beginning of the year 2.12 1.09 23.98
Add: Additional provisions made during the year 1.20 - -
Less: Utilized during the year (1.83) - (13.56)
At the end of the year 1.49 1.09 10.42

25. GOVERNMENT GRANTS


(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
At 1st April 12.90 10.53
Additions during the year 0.77 22.67
Amortised during the year (2.51) (20.30)
At 31st March 11.16 12.90

Current 2.33 3.52


Non-current 8.83 9.38
Government grants are towards the purchase of certain items of property, plant and equipment.

26. INCOME TAX


The major components of income tax expense for the years ended 31st March, 2021 and 31st March, 2020 are:
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31st March, 2021 and
31st March, 2020:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Accounting profit before tax 98.35 167.67
Other Comprehensive Income before tax 5.32 (2.66)
Profit Before Tax 103.67 165.01
Income Tax Expense calculated at 34.944% ( Previous Year 34.944%) 36.23 57.66
Expenses not allowed for tax purpose 1.64 6.37
Additional allowances for tax purpose (5.41) (21.18)
Others 1.81 3.02
Tax Expense 34.27 45.87
Income tax expense reported in the statement of profit and loss 32.42 46.80
Income tax effect on other comprehensive expense/(income) 1.85 (0.93)
Total Current Tax Expenses 34.27 45.87

260 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Deferred tax
Deferred tax relates to the following
(` in crores)
Balance Sheet
Particulars As at As at
31st March, 2021 31st March, 2020

Provision for loss allowance 35.45 31.83


Provisions made disallowed and allowed only on payment basis 4.99 9.19
Accelerated depreciation for tax purposes (2.95) (10.27)
Utilization of MAT credit - -
Others (including Transition impact of Ind AS 116 of `2.30 crores during P.Y) (11.86) (5.06)
Total (excluding MAT credit entitlement) 25.64 25.69
MAT credit entitlement 18.43 32.79
Total Deferred Tax 44.07 58.48
Reflected in the balance sheet as follows
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Deferred tax assets 47.02 68.75
Deferred tax liabilities (2.95) (10.27)
Deferred Tax Assets, net 44.07 58.48

27. REVENUE FROM OPERATIONS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Sale of products 2,552.93 3,142.75
Revenue from construction contracts 812.31 1,138.09
Sale of services 453.87 490.05
Other operating revenue
- Provisions and liabilities no longer required 15.17 6.25
- Shared service recovery 1.32 1.32
- Others 6.63 8.03
Total revenue from operations 3,842.23 4,786.49

Notes to Standalone Financial Statements Blue Star Limited | 261


28. OTHER INCOME
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Interest income on
- Bank deposits 8.63 0.77
- Others 0.31 4.43
Rental Income 6.36 6.32
Dividend Received from Subsidiary 2.40 31.30
Income from Mutual Fund Investment 5.13 -
Profit on sale of investment property 32.95 -
Others 6.39 30.61
Total other income 62.17 73.43

29. COST OF RAW MATERIALS CONSUMED (INCLUDING DIRECT PROJECT AND SERVICE COST)
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Cost of material consumed 1,230.28 1,589.00
Project cost (including bought outs) 719.64 985.34
AMC subcontracting cost 266.46 292.62
Total cost of raw material and components consumed and project related cost 2,216.38 2,866.96

Purchase of stock-in-trade 733.18 738.98

Inventories at the end of the year


Traded goods 312.04 279.26
Work-in-progress 62.31 58.82
Finished goods 199.66 261.42
574.01 599.50
Inventories at the beginning of the year
Traded goods 279.26 316.33
Work-in-progress 58.82 47.09
Finished goods 261.42 236.61
599.50 600.03
(Increase)/Decrease in inventories 25.49 0.53

30. EMPLOYEE BENEFITS EXPENSE


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Salaries, wages and bonus 286.80 369.47
Contribution to provident and other funds 12.55 13.48
Gratuity expense (refer note 37) 4.94 3.68
Staff welfare expenses 20.94 28.32
Total employee benefits expense 325.23 414.95

262 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

31. DEPRECIATION AND AMORTISATION EXPENSE


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Depreciation on Property, plant and equipment (refer note 4) 46.03 49.69
Depreciation on right of use assets (refer note 5) 21.17 17.12
Amortisation expenses on intangible assets (refer note 7) 18.33 14.49
Depreciation on investment property (refer note 6) 2.81 3.04
Total depreciation and amortisation expense 88.34 84.34

32. OTHER EXPENSES


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Stores and spares consumed 10.61 13.75
Power and fuel 13.68 17.47
Rent 33.58 47.79
Repairs and maintenance
- Buildings 3.96 5.14
- Plant and machinery 3.20 4.05
- Others 12.81 14.82
Insurance 4.14 3.16
Rates and taxes 1.26 2.04
Advertising expenses 43.60 58.55
Sales and promotion expenses 23.05 61.35
Freight and forwarding charges 66.22 83.02
Legal and professional fees 35.46 56.52
Travelling and conveyance 13.19 41.75
Commission and sales incentives 16.86 26.59
Warranty cost 13.32 24.56
Printing and stationery 1.86 3.95
Payment to auditors (refer details A below ) 1.20 1.24
Corporate social responsibility expenses (refer details B below) 3.31 3.30
Donations 0.04 0.43
Loss on sale of property, plant and equipment - 0.40
Foreign exchange differences (net) (including fair value impact on financial
3.86 9.70
instruments at fair value through profit or loss)
Bad debts/advances written off 20.09
Less: Allowance for doubtful debts (20.00) 0.09 0.02
Allowances for doubtful debts and advances 30.36 45.91
Miscellaneous expenses 13.88 24.58
Total other expenses 349.54 550.09

Notes to Standalone Financial Statements Blue Star Limited | 263


A. Payment to auditors
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
As auditor
Audit fee 0.71 0.71
Limited review 0.21 0.21
Tax Audit 0.07 0.07
In other capacity
Other services 0.15 0.21
Reimbursement of expenses 0.06 0.04
1.20 1.24

B. Corporate social responsibility expenses


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
(i) Gross amount required to be spent by the Company during the year 3.31 3.27
(ii) Amount spent during the year 3.31 3.30

33. FINANCE COSTS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Interest 58.12 21.87
Bank charges 3.41 4.18
Interest on lease liabilities 6.36 6.32
Total finance costs 67.89 32.37

34. EXCEPTIONAL ITEMS


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Exceptional expense
Platinum Jubilee Expenses* - (4.03)
Exceptional Items (Net) - (4.03)
* Exceptional item in F.Y.-20 comprises one time costs of events and programmes held to mark momentous milestone of
platinum jubilee year of the Company.

35. EARNING PER SHARE (EPS)


The following reflects the income and share data used in the basic and diluted EPS computations: (` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Profit attributable to equity holders of the Company 65.93 120.87
Weighted average number of Equity shares 9.63 9.63
Basic and Diluted Earning Per Share in rupees ( Face Value - `2 per share) ( in `) 6.85 12.55

264 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

36. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY


The preparation of the Company’s standalone financial statements requires Management to make judgements, estimates,
and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily
apparent from other sources. Such Judgements, estimates, and associated assumptions are evaluated based on the
Company’s historical experience, existing market conditions, as well as forward-looking estimates including estimation
of the effects of uncertain future events, which are believed to be reasonable under the circumstances. Actual results may
differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or
in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and estimations that have been made by the management in the process of
applying the Company’s accounting policies and that have the most significant effect on the amount recognised in the
standalone financial statements and/or key sources of estimation uncertainty that may have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Expected cost of completion of contracts
For the purpose of arriving at Revenue from construction contracts, the Company’s Management estimates the cost to
completion for each project. Management systematically reviews future projected costs and compares the aggregate of
costs incurred to date and future cost projections against budgets, based on which, proportionate revenue (or anticipated
losses), if any, are recognised.
Contract variations
Contract variations are recognised as revenue to the extent that it is probable that they will result in revenue which
can be reliably measured and is probable that the economic benefits associated will flow to the Company. This requires
the exercise of judgement by management, based on prior experience, the contract terms, manner and terms of
settlement, etc.
Rebates and discounts
The Company provides rebates and discounts to its dealers and channel partners based on an expectation of volumes to
be achieved and parameters such as exclusivity in marketing the products of the Company, quality of showroom among
other parameters. This involves a certain degree of estimation of whether all the parameters to provide discounts have
been achieved. Provision for discount and rebates is based on the Company’s past experience of volumes achieved vis-à-vis
targets and expected volumes to be achieved for the year.
Warranties
Provision for warranty costs in respect of products sold that are still under warranty is based on the best estimate of the
expenditure that will be required to settle the present obligation at the end of the reporting period.
Useful lives of property, plant and equipment and intangible assets
Management reviews the useful lives of property, plant, and equipment and intangible assets at least once a year. The lives
are dependent upon an assessment of both the technical lives of the assets and also their likely economic lives based on
various internal and external factors including relative efficiency and operating costs and anticipated technological changes.
Accordingly, depreciable lives are reviewed annually using the best information available to the Management.
Employee benefit plans
The present value of defined benefit obligations is determined on an actuarial basis using several underlying assumptions,
including the discount rate and expected increase in salary costs. Any changes in these assumptions will impact the carrying
amount of obligations.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs
to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement
is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk, and
volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments

Notes to Standalone Financial Statements Blue Star Limited | 265


Intangible asset under development
The Company capitalizes intangible assets under development for a project in accordance with the accounting policy.
The initial capitalization of costs is based on management’s judgement that technological and economic feasibility is
confirmed, usually when a product development project has reached a defined milestone according to an established
project management model. In determining the amounts to be capitalized, management makes assumptions regarding
the expected future cash generation of the project, discount rates to be applied, and the expected period of benefits.
Impairment of financial assets
The impairment provision for financial assets (other than trade receivables) is based on assumptions of risk of default and
expected loss rates. The Company makes judgements about these assumptions for selecting the inputs to the impairment
calculation, based on the Company’s past history, existing market conditions as well as forward-looking estimates at the
end of each reporting period.
Trade receivables are stated at their nominal values as reduced by appropriate allowances for estimated irrecoverable
amounts which are based on the aging of the receivable balances and historical experiences. Individual trade receivables
are written off when management deems them not to be collectible.
Income Taxes
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/
recovered for uncertain tax positions. In assessing the realizability of deferred tax assets arising from unused tax credits, the
management considers convincing evidence about availability of sufficient taxable income against which such unused tax
credits can be utilized. The amount of the deferred income tax assets considered realizable, however, could be reduced if
estimates of future taxable income during the carry forward period are reduced.
COVID 19- Recoverability of assets
The Company continues to monitor the economic effects of COVID-19, including the recoverability of assets based on
current indicators of future economic conditions and has taken steps to improve operational and financial efficiencies. The
ultimate impact of the pandemic may be different from that presently estimated and would be recognised in the financial
statements, if and when material changes to economic conditions arise.
Code on Social Security, 2020
The Code on Social Security, 2020 (‘the Code’) received presidential assent on September 28, 2020. However, the date on
which the Code will come into effect has not yet been notified. The Company will record any related financial impact of the
Code in the books of account, in the period(s) in which the Code becomes effective.

37. EMPLOYEE BENEFITS DISCLOSURE


I. Defined Benefit Plans
a. Gratuity
The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees. The
Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of
employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at
each Balance Sheet date using the projected unit credit method. The Company contributes all ascertained liabilities to the
Gratuity Fund Trust (the Trust).
The Company recognises the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and
losses through remeasurements of the net defined benefit liability/(asset) are recognised in other comprehensive income
and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of
the yields computed by applying the discount rate used to measure the defined benefit obligation is recognised in other
comprehensive income. The effect of any plan amendments are recognised in net profit in the profit or loss. The Company
expects to contribute `1.9 crore to gratuity fund in 2021-22 (FY 2020-21- `3.4 crore).

266 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Change in present value of defined benefit obligation (` in crores)


Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Defined benefit obligation at the beginning of the year 40.90 34.78 0.42 0.35
Current service cost* 4.94 3.60 0.02 0.02
Interest cost 2.64 2.54 0.03 0.03
Benefits paid (5.26) (3.05) (0.03) (0.02)
Acquisition adjustment - 0.53 - -
Remeasurements
a. Due to change in demographic assumptions - - - -
b. Due to change in financial assumptions 0.33 1.91 - 0.02
c. Due to experience adjustments (2.21) 0.59 - 0.02
Defined benefit obligation at the end of the year 41.34 40.90 0.44 0.42

Change in fair value of plan assets (` in crores)


Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Fair value of plan assets at the beginning of the year 41.17 34.35 - -
Expected return on plan assets 2.64 2.51 - -
Contribution 2.02 6.95 - -
Benefits paid (5.26) (3.05) - -
Return on assets 3.34 (0.12) - -
Acquisition adjustment - 0.53 - -
Fair value of plan assets at the end 43.91 41.17 - -

Components of defined benefit cost recognised in Profit or Loss (` in crores)


Gratuity Additional Gratuity
Particulars For the year For the year For the year For the year
ended ended ended ended
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Current service cost 4.94 3.60 0.02 0.02
Interest Cost 2.64 2.54 0.03 0.03
Expected return on plan assets (2.64) (2.51) - -
Defined benefit cost recognised in profit or loss 4.94 3.63 0.05 0.05

Components of defined benefit cost recognised in Other Comprehensive Income (` in crores)


Gratuity Additional Gratuity
Particulars For the year For the year For the year For the year
ended ended ended ended
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
a. Due to change in demographic assumptions - - - -
b. Due to change in financial assumptions 0.33 1.91 - 0.02
c. Due to change in experience adjustments (2.21) 0.59 - 0.02
d. (Return) on plan assets (excl. interest income) (3.44) 0.12 - -
Remeasurements recognised in other
(5.32) 2.62 - 0.04
comprehensive income (OCI)
*Includes `1.40 Crores (March 31, 2020 : ` Nil) provided towards impact of changes in Remuneration structure.

Notes to Standalone Financial Statements Blue Star Limited | 267


Net liability/(assets) recognised in the balance sheet (` in crores)
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Present value of defined benefit obligation 41.34 40.90 0.44 0.42
Fair value of plan assets 43.91 41.17 - -
Net liability/(assets) (2.57) (0.27) 0.44 0.42

The major categories of plan assets are as follows (` in crores)


As at As at
Particulars
31st March, 2021 31st March, 2020
Cash and cash equivalents 1.05 0.87
Insurance Company products 35.24 30.22
Others 7.62 10.08
Total 43.91 41.17

The principal assumptions used in determining Gratuity and Additional Gratuity for the Company’s plan are as shown below
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Actuarial Assumptions
Discount rate 6.25% 6.40% 6.25% 6.40%
Disability rate 5% of IALM 2012-14 5% of IALM 2012-14 5% of IALM 2012-14 5% of IALM 2012-14
65 Years for Directors 65 Years for Directors 65 Years for Directors 65 Years for Directors
Normal retirement age and 60 Years for and 60 Years for and 60 Years for and 60 Years for
Others Others Others Others
Mortality rate 100% of IALM 2012-14 100% of IALM 2012-14 100% of IALM 2012-14 100% of IALM 2012-14
Salary escalation rate
10%,7%,3% 10%,7%,3% - -
(Directors-Management-staff )
14% 14% 14% 14%
Attrition Rate
throughout throughout throughout throughout

The present value of defined benefit obligation after change in assumptions are as under
Gratuity Additional Gratuity
Particulars As at As at As at As at
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
Decrease in discount Rate (0.5%) 41.03 42.05 0.46 0.43
Increase in discount Rate (0.5%) 38.82 39.82 0.43 0.41

Decrease in salary Growth Rate (0.5%) 38.82 39.82 - -


Increase in salary Growth Rate (0.5%) 41.03 42.04 - -

Decrease in attrition Rate


39.98 40.92 0.43 0.41
(1% of attrition rates)
Increase in attrition Rate
39.82 40.89 0.44 0.41
(1% of attrition rates)

Decrease in Mortality Rate


39.90 40.91 0.44 0.42
(10% of mortality rates)
Increase in Mortality Rate
39.90 40.90 0.44 0.42
(10% of mortality rates)

268 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year 2020-21.
The average duration of the defined benefit plan obligation at the end of the reporting year 2020-21 is 6 years.
b. Provident fund
Eligible employees of the Company receive benefits from provident fund, which is a defined benefit plan. Both the eligible
employee and the Company make monthly contributions to the provident fund plan equal to a specified percentage of
the covered employee’s salary. The Company contributes a portion to the Provident Fund Trust. The trust invests in specific
designated instruments as permitted by Indian law. The rate at which the annual interest is payable to the beneficiaries
by the trust is being administered by the Government. The Company has an obligation to make good the shortfall, if any,
between the return from the investments of the Trust and the notified interest rate.
The actuary has provided a valuation and according thereto, there is no shortfall as at March 31, 2021. The Company’s
contribution to the Employee’s Provident fund aggregates to `6.85 crores (March 31, 2020 : `7.18 crores).
The Supreme Court in a recent judgement has held that provident fund contributions are payable on basic wage, dearness
allowances and all other monthly allowances, which are universally, necessarily and ordinarily paid to all the employees in
the establishment of the Board. There are numerous interpretative issues relating to the judgement and the matter remains
sub judice. As a matter of caution, the Group has made for an estimated amount, provision on a prospective basis.
General Description of significant defined plans:
a. Gratuity Plan
Gratuity is payable to all eligible employees on separation/retirement based on 15 days last drawn salary for each
completed years’ of service after continuous service for five years.
b. Additional Gratuity
Additional Gratuity is payable as per the specific rules of the Group i.e. `5,000 for staff and `10,000 for managers subject
to qualifying service of 15 years.
38. COMMITMENTS AND CONTINGENCIES
a. Contingent liabilities
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Claims against the Company not acknowledged as debts 0.34 0.15
Sales tax matters 94.10 107.90
Excise duty matters 4.90 6.03
Service tax matters 159.00 159.00
Income tax matters 108.94 108.94
GST matters 0.07 0.07
b. Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided:
At March 31, 2021, Company had commitments (net of advances) of `69.01 crores (March 31, 2020 : `126.94 crores)
c. Financial Guarantees provided
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Corporate Guarantee given on behalf of subsidiaries and others
100.27 132.12
(to the extent utilised)
d. The Company has an obligation to complete the Extended Producer Responsibility (EPR) targets, only if it is a participant in
the market during the financial year in accordance with the E-Waste (Management) Rules, 2016, as amended. The Company
has fulfilled its obligation for the current financial year. The Company will have an e-waste obligation for future years, only
if it participates in the market in those years.
e. Uncertain tax position
The uncertain tax position as on March 31, 2021 is `11.84 crores (March 31, 2020 : `11.84 crores)

Notes to Standalone Financial Statements Blue Star Limited | 269


39. DISCLOSURE FOR RELATED PARTY AND INTEREST IN JOINT VENTURES
% of equity interest
Country of
Related Party Disclosure As at As at
Incorporation
31st March, 2021 31st March, 2020
Name of the Related parties where control exists irrespective
of whether transactions have occurred or not.
Subsidiaries :
Blue Star Engineering and Electronics Limited India 100.00 100.00
Blue Star Qatar - WLL* Qatar 49.00 49.00
Blue Star System and Solutions LLC UAE 100.00 100.00
BSL AC&R (SINGAPORE) PTE. LTD. Singapore 100.00 -
Blue Star International FZCO UAE 100.00 100.00
* The Company holds 49% of the share capital in Blue Star Qatar WLL (BSQ). Upon assessment of control over BSQ, the Company
has concluded that the said Company is a subsidiary of the Company under Ind AS 110.
Names of other related parties as per Ind AS 24 with whom transactions have taken place during the year
% of equity interest
Country of
Joint Ventures As at As at
Incorporation
31st March, 2021 31st March, 2020
Blue Star M & E Engineering (Sdn) Bhd Malaysia 49.00 49.00
Blue Star Oman Electro-Mechanical Co. LLC** Oman 51.00 51.00
**The Company holds 51% of the share capital of Blue Star Oman Electro-Mechanical Co. LLC, however the profit sharing is on
50-50 basis and it is treated as joint venture under Ind AS 110.
Key Management Personnel
Mr. Vir S. Advani, Vice Chairman and Managing Director
Mr. B Thiagarajan, Managing Director
Mr. Vijay Devadiga, Company Secretary
Mr. Neeraj Basur, Group Chief Financial Officer
Non Executive and Independent Directors
Mr. Shailesh Haribhakti
Mr. Rajiv R Lulla
Mr. Dinesh N Vaswani
Mr. Sam Balsara
Mr. Anil Harish
Ms. Rumjhum Chatterjee
Mr. Arvind K Singhal
Mrs. Sunaina Murthy
Mr. Gurdeep Singh (till July 31, 2019)
Ms. Shobana Kamineni (till May 29, 2019)
Relative of Director
Mr. Ashok M Advani
Mr. Suneel M Advani
Enterprises in which a Director is/was a member/director during the year with whom Company had transactions and/or
balances
Moms Outdoor Media Solutions Pvt. Ltd.
Madison Communications Pvt. Ltd.
Somany Ceramics Ltd.
IBS Fintech India Pvt. Ltd.

270 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Transactions during the year and balances with Related Parties are as under
(` in crores)
31 March 2021
st
31 March 2020st

Name of Related party Balance O/S Balance O/S


Transactions Transactions
DR/(CR) DR/(CR)
Blue Star M & E Engineering (Sdn) Bhd 0.87 0.85
Consultancy services rendered 0.02 0.71
Blue Star Qatar WLL 0.23 (0.40)
Sales and Services - 0.30
Guarantee commission 0.20 0.24
Dividend received 2.40 2.22
Blue Star Engineering and Electronics Ltd. 6.43 0.72
Reimbursement of expenses charged - 0.93
Purchase 0.01 2.77
Sales of goods 0.06 0.11
Shared service recovery 1.32 1.32
Rent paid 3.29 3.29
Finance cost 5.17 4.89
IT services - 1.77
Inter corporate deposit 130.00 45.00
Project cost 0.82 -
Blue Star International FZCO 22.67 18.65
Sale of goods 140.92 148.95
Reimbursement of expenses - 0.22
Guarantee commission 0.02 0.05
Blue Star System and Solution LLC 1.40 -
Sale of goods 2.23 2.05
Blue Star Oman Electromechanical Co. LLC 4.46 4.46
Enterprises in which Director is a member/director
Sale of goods and services
Madison Communications Pvt. Ltd. 0.07 0.01 0.10 -
Moms Outdoor Media Solutions Pvt. Ltd. 0.01 (0.01) 0.01 (0.01)
Somany Ceramics Ltd. 0.02 - 0.02 0.01
Services Received
Moms Outdoor Media Solutions Pvt. Ltd. 0.20 0.01 7.83 0.01
Madison Communications Pvt. Ltd. 15.91 (0.71) 29.78 (1.43)
IBS Fintech India Pvt. Ltd. 0.35 - 0.53 (0.10)
Relative of Director
Fees for Professional Services 0.11 (0.01) 0.43 (0.05)
Compensation of key managerial personnel (6.20) (4.18)
Short term employee benefits 11.95 12.61
Sitting fees to Non Executive and Independent Directors 0.71 0.55
Commission to Non Executive and Independent Directors 0.72 0.90
Retirement benefits 0.74 0.73
Total compensation paid to key management personnel 14.12 14.79
Note: As the liabilities for gratuity and leave encashment are provided on actuarial basis for the Company as a whole, the
amounts pertaining to the Directors are not included above.

Notes to Standalone Financial Statements Blue Star Limited | 271


Corporate Guarantees to Related Parties
The Company had given corporate guarantees to subsidiaries and relevant joint ventures in the ordinary course of business to
meet the working capital requirements of subsidiaries and joint ventures.
(` in crores)
31st March 2021 31st March 2020
Balance O/S Balance O/S
Name of Related party Transactions Transactions
(Gross (Gross
(Utilised till (Utilised till
Guarantee Guarantee
date) date)
given) given)
Blue Star Qatar WLL 81.06 236.76 82.50 239.23
Blue Star Engineering and Electronics Ltd. - 5.00 - 5.00
Blue Star International FZCO 19.21 74.79 49.62 77.34
Blue Star Oman Electromechanical Co. LLC - Payment of `19.24 crore during 31st March, 2020 made towards invocation of
Corporate Guarantee.
The above transactions are in the ordinary course of business and are at arm’s length.

40. SEGMENT INFORMATON


A. Primary segment reporting (by business segment)
The Company’s business segments are organised around product lines, as under:
a. Electro-Mechanical Projects and Commercial Air-conditioning Systems include central air-conditioning projects, Electrical
Contracting business, and Packaged air-conditioning businesses including manufacturing and after-sales service.
b. Unitary Products include cooling appliances, cold storage products, including manufacturing and after-sales service.
c. Professional Electronics and Industrial Systems include trading and services for testing machines, medical, analytical, test
& measuring, data communications, industrial products, and systems. Professional Electronics and Industrial Systems
includes trading and services for testing machines, medical, analytical, test & measuring, data communications, industrial
products and systems.
Segment Revenues, results and other information
I. SEGMENT REVENUE
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 1,973.78 2,485.56
ii. Unitary Products 1,868.30 2,300.62
iii. Professional Electronics and Industrial Systems 0.15 0.31
TOTAL SEGMENT REVENUE 3,842.23 4,786.49

II. SEGMENT RESULT


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 94.05 107.33
ii. Unitary Products 108.82 162.27
iii. Professional Electronics and Industrial Systems 0.14 (0.22)
TOTAL SEGMENT RESULT 203.01 269.38
Less: i) Finance Cost (67.89) (32.37)
ii) Other un-allocable Expenditure net of un-allocable Income (36.77) (65.31)
TOTAL PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEM 98.35 171.70
Exceptional Items - (4.03)
PROFIT BEFORE TAXATION 98.35 167.67

272 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

III. OTHER INFORMATION


(` in crores)
As at As at
A. SEGMENT ASSETS
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 1,478.33 1,558.14
ii. Unitary Products 987.08 1,001.56
iii. Professional Electronics and Industrial Systems (refer note 31)* 1.44 1.99
TOTAL SEGMENT ASSETS 2,466.85 2,561.69
Add: Un-allocable Corporate Assets 1,012.80 752.06
TOTAL ASSETS 3,479.65 3,313.75

(` in crores)
As at As at
B. SEGMENT LIABILITIES
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 1,108.10 1,140.96
ii. Unitary Products 758.25 697.12
iii. Professional Electronics and Industrial Systems 1.13 1.73
TOTAL SEGMENT LIABILITIES 1,867.48 1,839.81
Add: Un-allocable corporate liabilities 693.08 624.25
TOTAL LIABILITIES 2,560.56 2,464.06

(` in crores)
As at As at
C. NON-CURRENT ASSETS (MOVEMENT)
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 52.61 61.64
ii. Unitary Products 30.20 28.63
iii. Professional Electronics and Industrial Systems - -
iv. Un-allocable 13.86 69.13
TOTAL 96.97 159.40

(` in crores)
For the year ended For the year ended
D. DEPRECIATION/AMORTISATION
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 17.77 24.10
ii. Unitary Products 22.33 24.04
iii. Professional Electronics and Industrial Systems - -
iv. Un-allocable 48.24 36.20
TOTAL 88.34 84.34

(` in crores)
For the year ended For the year ended
E. NON CASH EXPENSES OTHER THAN DEPRECIATION
31st March, 2021 31st March, 2020
i. Electro-Mechanical Projects and Commercial Air Conditioning Systems 29.80 42.84
ii. Unitary Products 0.45 3.07
iii. Professional Electronics and Industrial Systems 0.20 -
iv. Un-allocable 1.19 0.22
TOTAL 31.64 46.13

Notes to Standalone Financial Statements Blue Star Limited | 273


B. Secondary segment information:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Revenue from operations for the year ended
India 3,676.03 4,607.80
Outside India 166.20 178.69
Total 3,842.23 4,786.49

(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Carrying amount of Non Current Assets
India 458.49 534.43
Outside India - -
Total 458.49 534.43

41. DERIVATIVE INSTRUMENTS AND ATTACHED FOREIGN CURRENCY EXPOSURE


The Company has a forex risk management policy that ensures proactive and regular monitoring and managing of foreign
exchange exposures. Financial risks relating to changes in exchange rates are hedged by forward and options contracts.
The hedging strategy is used towards managing currency fluctuation risk and 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 of forward and option contract
is recognised in the Profit or Loss.
Commodity risk is mitigated by entering into annual rate contracts with major suppliers which are factored in pricing
decisions. This approach provides sufficient mitigation against volatility in commodity rates.
a.  Derivative Instruments: Forward contract outstanding as at balance sheet date

As at 31st March, 2021 As at 31st March, 2020


Amount in Amount in
Foreign Currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in lakhs) (in lakhs)
Particulars of Derivatives
Forward cover to Purchase:
- USD 126.56 92.53 72.73 55.03
- CNY (including commitments) 221.64 24.69 726.48 77.33
Forward cover to Sell:
- USD 15.00 10.97 - -

274 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

b. Derivative Instruments: Option contract outstanding as at Balance Sheet date


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign Currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in lakhs) (in lakhs)
Particulars of Derivatives
Option cover to Purchase:
- USD 30.00 21.93 59.48 45.01
- CNY - - 353.73 37.65

c. Particulars of foreign currency exposure as at the Balance Sheet date


As at 31st March, 2021 As at 31st March, 2020
Amount in Amount in
Foreign Currency ` Crores ` Crores
Foreign Foreign
(Notional (Notional
Currency Currency
value) value)
(in lakhs) (in lakhs)
Bank Balances
EUR 0.01 0.01 0.48 0.40
USD 3.59 2.63 6.62 5.01
AED 3 .53 0.70 - -
Receivables
AED 36.72 7.31 - -
EUR - - 0.62 0.51
MYR 6.86 1.21 10.10 1.77
USD 16.76 12.25 46.38 35.10
Payables
AED - - 22.63 4.66
JPY 49.48 0.33 - -
CNY 20.13 2.24 34.04 3.62
USD 65.96 48.22 108.48 82.08
EUR 1.95 1.67 2.52 2.08
The above table does not include foreign currency exposure covered by derivative contracts as stated in (a) and (b) above
although not specifically in hedge relationships.

42. FAIR VAILUE HIERARCHY


The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:
Quantitative disclosures of fair value measurement hierarchy as at 31st March, 2021
(` in crores)
Quoted prices Significant Significant
Date of in active observable unobservable
Particulars Total
Valuation markets inputs inputs
(Level1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment Property (refer note 6) March 31, 2021 - - - -
Assets measured at fair value:
Investment in mutual funds (refer note 8) March 31, 2021 279.05 - 279.05 -
Derivatives not designated as hedges (refer note 10)
- Foreign exchange forward contracts March 31, 2021 0.28 - 0.28 -
There have been no transfers between Level 2 and Level 3 during the period.

Notes to Standalone Financial Statements Blue Star Limited | 275


Quantitative disclosures of fair value measurement heirarchy as at 31st March, 2020
(` in crores)
Quoted prices Significant Significant
Date of in active observable unobservable
Particulars Total
Valuation markets inputs inputs
(Level1) (Level 2) (Level 3)
Assets for which fair values are disclosed:
Investment Property (refer note 6) March 31, 2020 61.41 - - 61.41
Assets measured at fair value:
Investment in mutual funds (refer note 8) March 31, 2020 - - - -
Derivatives not designated as hedges (refer note 10)
- Foreign exchange forward contracts March 31, 2020 2.20 - 2.20 -
There have been no transfers between Level 2 and Level 3 during the period.
Fair value hierarchy of financial assets and liabilities measured at fair value :
Valuation technique used to determine fair value :
1. Level - 2 :
Mutual Fund - Quoted price in the active market
Derivative Instrument - Mark to maket on forward covers is based on forward exchange rates at the end of reporting period.
2. Level - 3 :
Investment Property - Based on valuation report of independent valuer.
43. FINANCIAL RISK MANAGEMENT OBJECTIVES & POLICIES
The Company’s activities expose it to a variety of financial risks: market risk, credit risk, and liquidity risk. The Company’s
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its
financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial
instruments to mitigate foreign exchange-related risk exposures.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises two types of risks: Currency risk and interest rate risk. Financial instruments affected by market risk
include borrowings, investments, trade payables, trade receivables, loans, and derivative financial instruments.
Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of exposure will fluctuate because of changes in foreign
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s
operating activities (when revenue or expense is denominated in a foreign currency). Foreign currency risks are managed within
the approved policy parameters utilizing foreign exchange forward contracts.
Foreign Currency Sensitivity
The following table demonstrates the sensitivity in the USD, CNY, AED and EUR to the functional currency of the Company, with
all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary
assets and liabilities including foreign currency derivatives.
(` in crores)
Change in Effect on profit before tax Effect on equity
Particulars currency As at As at As at As at
exchange rate 31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
+5% (1.67) (7.10) (1.09) (4.62)
US Dollars
-5% 1.67 7.10 1.09 4.62
+5% (0.11) (5.93) (0.07) (3.86)
CNY
-5% 0.11 5.93 0.07 3.86
+5% 0.37 (0.23) 0.24 (0.15)
AED
-5% (0.37) 0.23 (0.24) 0.15
+5% (0.08) (0.08) (0.05) (0.05)
EUR
-5% 0.08 0.08 0.05 0.05

276 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

Interest Rate Risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Interest rate change does not affect significantly to the company. Company does not have any exposure
to the future cash flows resulting from change in interest rate as the Company’s net obligations and assets carries fixed interest
rate.
Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Company is exposed to credit risk from its operating activities, primarily trade receivables and from its
financing activities, including deposits with banks, foreign exchange transactions, and other financial instruments.
1. Trade receivables
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures, and controls
relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on credit terms in line
with respective industry norms. Outstanding customer receivables are regularly monitored. The Company has no concentration
of credit risk as the customer base is widely distributed both economically and geographically.
The ageing analysis of trade receivables as of the reporting date is as follows:
(` in crores)

Neither past due Past due but not impaired


Particulars Total
nor impaired Less than 1 year More than 1 year
Trade receivables as of March 31, 2021 170.81 405.29 136.09 712.19
Trade receivables as of March 31, 2020 66.59 548.77 130.47 745.83
Refer Note 12 for details on the allowance for expected credit loss on trade receivables.
2. Financial instruments and cash deposits
Credit risk from balances with banks is managed by Company’s treasury in accordance with the Board approved policy.
Investments of surplus funds, temporarily, are made only with approved counterparties, mainly mutual funds, who meet the
minimum threshold requirements under the counterparty risk assessment process. The Company’s maximum exposure for
financial guarantees is given in Note 39.
Liquidity Risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors the rolling
forecast of its liquidity position based on expected cash flows. The Company’s approach is to ensure that it has sufficient liquidity
or borrowing headroom to meet its obligations at all points in time. The Company has sufficient short-term fund-based lines,
which provide healthy liquidity and these carry the highest credit quality rating from a reputed credit rating agency.

The table below summarise the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments:
(` in crores)
As at 31st March, 2021
Particulars
Less than 1 year More than 1 year Total
Interest bearing borrowings 231.93 350.00 581.93
Trade Payables 1,455.85 - 1,455.85
Lease Liabilities 22.86 45.51 68.37
Other financial liabilities 10.46 - 10.46
Interest on borrowings 26.78 53.56 80.34
Total 1,747.88 449.07 2,196.95

Notes to Standalone Financial Statements Blue Star Limited | 277


(` in crores)
As at 31 March, 2020
st
Particulars
Less than 1 year More than 1 year Total
Interest bearing borrowings 449.04 41.88 490.92
Trade Payables 1,438.57 - 1,438.57
Lease Liabilities 21.42 55.88 77.30
Other financial liabilities 30.18 - 30.18
Total 1,939.21 97.76 2,036.97

44. CAPITAL MANAGEMENT


The Company’s objective for capital management is to maximize shareholder wealth, safeguard business continuity and support
the growth of the Company. The Company determines the capital management requirement based on annual operating plans
and long term and other strategic investment plans. The funding requirements are met through an optimum mix of borrowed
and owned funds.
The Company’s adjusted net debt and equity position is as follows:
Gearing Ratio:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Borrowings 578.79 490.92
Less: Cash and cash equivalents (296.19) (218.18)
Net Debt 282.60 272.74
Equity 919.09 849.69
Total Capital 919.09 849.69
Capital and Net Debt 1,201.69 1,122.43
Gearing Ratio 23.52% 24.30%

45. CURRENT ASSETS AND LIABILITIES EXPECTED TO BE RECOVERED/SETTLED WITHIN TWELVE MONTHS AND
AFTER TWELVE MONTHS FROM THE REPORTING DATE:
(` in crores)
As at
Particulars Within 12 months After 12 months 31st March, 2021
Total
Assets
Inventories 867.69 - 867.69
Trade receivables 712.19 - 712.19
Loans 18.60 - 18.60
Other financial assets 0.38 - 0.38
Other current assets 429.59 15.54 445.13
Assets held for sale 17.70 - 17.70
Liabilities
Trade payables 1455.85 - 1455.85
Lease liabilities 22.86 - 22.86
Other financial liabilities 33.72 - 33.72
Other current liabilities 380.35 - 380.35
Provisions 37.66 - 37.66

278 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

(` in crores)
As at
Particulars Within 12 months After 12 months 31st March, 2020
Total
Assets
Inventories 849.65 - 849.65
Trade receivables 745.83 - 745.83
Loans 13.87 - 13.87
Other financial assets 2.30 - 2.30
Other current assets 489.42 53.69 543.11
Assets held for sale 0.08 - 0.08
Liabilities
Trade payables 1438.57 - 1438.57
Lease liabilities 21.42 - 21.42
Other financial liabilities 30.18 - 30.18
Other current liabilities 366.03 - 366.03
Provisions 53.19 - 53.19

46. AGGREGATION OF EXPENSES DISCLOSED IN PROJECT COST, EMPLOYEE BENEFIT EXPENSES, OTHER
EXPENSES AND FINANCE COST VIDE NOTE 29, 30, 32 AND 33 IN RESPECT OF SPECIFIC ITEMS IS AS FOLLOWS:
(` in crores)
Nature of expenses Note 29 Note 30 Note 32 Note 33 Total
41.46 286.80 - - 328.26
Salary & wages
(7.96) (369.47) - - (377.43)
0.70 - 33.58 - 34.28
Rent
(0.87) - (47.79) - (48.66)
1.26 - 13.68 - 14.94
Power & fuel
(1.87) - (17.47) - (19.34)
2.12 - 4.14 - 6.26
Insurance
(6.06) - (3.16) - (9.22)
0.54 - 13.19 - 13.73
Travelling & Conveyance
(0.86) - (41.75) - (42.61)
0.44 - 1.86 - 2.30
Printing & Stationery
(0.49) - (3.95) - (4.44)
0.03 - - - 0.03
Communication Expenses
(0.05) - - - (0.05)
0.50 - 66.22 - 66.72
Freight and Forwarding Charges
(1.45) - (83.02) - (84.47)
6.91 - 35.46 - 42.37
Legal and Professional fees
(17.76) - (56.62) - (74.38)
1.03 - - 3.41 4.44
Bank charges
(1.93) - - (4.18) (6.11)
Figures in brackets are for previous year

Notes to Standalone Financial Statements Blue Star Limited | 279


47 (a) DETAILS OF REVENUE EXPENDITURE DIRECTLY RELATED TO RESEARCH & DEVELOPMENT:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Employee benefit expense 15.27 21.47
Cost of raw material and components consumed 3.52 4.66
Legal & professional fees 1.34 2.51
Depreciation 13.43 10.66
Others 3.27 6.61
Total 36.83 45.91

(b) DETAILS OF CAPITAL EXPENDITURE DIRECTLY RELATED TO RESEARCH & DEVELOPMENT:


(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Tangible assets
Building sheds and road 6.77 6.95
Plant & equipment 4.06 10.79
Office equipments 0.98 0.65
Vehicles 0.12 0.39
Computers 0.26 0.35
Intangible Assets
Technical knowhow 9.80 3.04
Software 0.28 0.40
Total 22.27 22.57

48. DISCLOSURE IN CONNECTION WITH REVENUE FROM CONTRACT WITH CUSTOMERS:


1. Disaggregation of revenue:
The table below presents disaggregated revenues from contracts with customers for the year ended March 31, 2021 by offerings
and contract-type. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty
of revenues and cash flows are affected by industry, market and other economic factors:
(` in crores)
For the year ended For the year ended
31st March 2021 31st March 2020
Revenue by type of contract
At a point in At a point in
Over time Total Over time Total
time time
Electro-Mechanical Projects and Commercial Air
807.38 1,166.40 1,973.78 953.57 1,531.99 2,485.56
Conditioning Systems
Unitary Products 1,830.41 37.89 1,868.30 2,264.07 36.55 2,300.62
Professional Electronics and Industrial Systems 0.01 0.14 0.15 0.24 0.07 0.31
Total 2,637.80 1,204.43 3,842.23 3,217.88 1,568.61 4,786.49

280 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements
(Standalone)

2. Reconciliation of contracted price with the revenue recognised in statement of profit or loss:
(` in crores)
For the year ended For the year ended
Particulars
31st March, 2021 31st March, 2020
Sale of products at transaction price & construction and service contracts at
3,919.11 4,879.78
contracted price
Reductions towards variable consideration components * (100.00) (108.89)
Revenue recognised in profit & loss 3,819.11 4,770.89
* Reduction towards variable consideration components include discounts, service level credits, etc.
3. Revenue recognised relating to performance obligations that were satisfied in a prior year amounted to ` Nil crore
(March 31, 2020 ` Nil crore).
4. The aggregate value of Order Book as at March 31, 2021, is `2,815 crore (March 31, 2020 `2,772 crore). Out of this, the
Company expects to recognise revenue of around 67% within the next one year and the remaining thereafter.
5. Changes in contract assets and contract liabilities during the reporting period:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Opening balance- Contract assets (net of impairment) 378.50 332.11
Opening balance- Contract liabilities* (116.89) (95.25)
Revenue recognised during the year (1,204.43) (1,568.61)
Less: Progress billing during the year 1,147.56 1,593.36
Closing Balance 204.74 261.61
Closing balance contract assets (net of impairment) 325.24 378.50
Closing balance contract liabilities including income received in advance (120.50) (116.89)
*The Company has recognised revenue out of opening contract liabilities 116.89 95.25

49. LEASES
a) Disclosure as per the requirement of Ind AS 116
Amounts recognised in balance sheet
The balance sheet shows the following amounts relating to leases:
(` in crores)
As at As at
Particulars
31st March, 2021 31st March, 2020
Right-of-use assets 43.78 54.52
Lease Liabilities
Current 22.86 21.42
Non-current 29.36 37.72

Amounts recognised in the statement of profit and loss (` in crores)


The statement of profit or loss shows the following amounts For the year ended For the year ended
Note
relating to leases: 31st March, 2021 31st March, 2020
Depreciation charge of right-of-use assets 31 21.17 17.12
Interest expense (included in finance costs) 33 6.36 6.32
Expense relating to short term lease not included in lease liabilities 32 1.49 0.93
Expense relating to variable lease payments not included in lease
32 32.09 46.86
liabilities
The total cash outflow for leases for the year ended March 31, 2021 was `59.63 crore (March 31, 2020: `69.97 crore).

Notes to Standalone Financial Statements Blue Star Limited | 281


The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2021 on an
undiscounted basis:
(` in crores)
For the year ended For the year ended
Contractual undiscounted cash flow
31st March, 2021 31st March, 2020
Not later than 1 year 22.86 21.42
Later than 1 year and not later than 5 years 38.61 43.21
Later than 5 years 6.90 12.67
Total undiscounted lease liabilities 68.37 77.30
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet
the obligations related to lease liabilities as and when they fall due.
Variable lease payments
Some property leases contain variable payment terms that are linked to space used for warehouse whenever required by the
Company. Variable lease payments that depends on variable space requirement are recognised in profit or loss in the period in
which the condition that triggers those payments occurs.
Extension and termination options
Extension and termination options are included in some of the leases across the Company. These are used to maximise
operational flexibility in terms of managing the assets in the Company’s operation. The majority of extension and termination
options held are exercisable by both the Company and by the respective lessor. Further the Company expects not to use that
options.
50. PREVIOUS YEAR COMPARATIVES
Figures for the previous year have been regrouped/reclassified to conform to the figures of the current year.

For and on behalf of the Board of Directors of


BLUE STAR LIMITED
Shailesh Haribhakti Chairman DIN: 00007347
B Thiagarajan Managing Director DIN: 01790498
Vijay Devadiga Company Secretary
Neeraj Basur Group Chief Financial Officer

Mumbai: May 06, 2021

282 | Blue Star Limited Notes to Standalone Financial Statements


Introduction | Integrated Report | Statutory Reports | Financial Statements

Form AOC - 1
(Pursuant to first provision to Section 129(3) of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

PART A - SUBSIDIARIES
(₹ in crores)

Name of the subsidiaries


Sr Blue Star
Particulars Blue Star Blue Star BSL AC&R
No. Engineering Blue Star
International Systems and (Singapore)
& Electronics Qatar WLL
FZCO Solutions LLC PTE. LTD.
Limited
1 Date since when subsidiary was June 22, February 12, April 18, August 15, August 29,
acquired 2010 2007 2017 2018 2020
2 Reporting period April - March April - March April - March April - March April - March
3 Reporting currency INR QAR AED AED USD
4 Exchange rate as on the last date NA 19.96 19.90 19.90 73.71
of the relevant financial year*
5 Share capital 529,25,052 Shares 100 shares 5,350 shares of 300 shares of 43,80,001
of `2/- each fully of QR 2000 AED 1000 each AED 1000 each Shares of
paid up each S$1 each
6 Reserves & surplus (other equity) 141.23 47.72 11.40 (8.66) (0.43)
7 Total assets 258.73 146.67 77.98 7.30 23.40
8 Total liabilities 106.91 98.53 55.50 15.34 0.12
9 Investments other than - - - - -
investments in subsidiary
10 Turnover (total income) 188.72 142.78 227.24 12.38 -
11 Profit/(loss) before taxation 37.05 6.73 12.74 (3.68) (0.43)
12 Provision for taxation 14.05 0.61 - - -
13 Profit/(loss) after taxation 23.00 6.12 12.74 (3.68) (0.43)
14 Other comprehensive income/ 0.63 - - - -
(loss)
15 Total comprehensive income/ 23.63 6.12 12.74 (3.68) (0.43)
(loss)
16 Proposed dividend - - - - -
17 % of Shareholding 100% 49% 100% 49%# 100%**

*Closing exchange rate as on March 31, 2021 has been considered.


#
Blue Star International FZCO has a management control of Blue Star Systems and Solutions LLC. So, the Company has
consolidated 100% financial results.
**BSL AC&R (Singapore) Pte Ltd, a wholly owned subsidiary of Blue Star International FZCO.

Blue Star Limited | 283


Form AOC - 1
(Pursuant to first provision to Section 129(3) of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

PART B - ASSOCIATES AND JOINT VENTURES


(₹ in crores)

Name of the joint ventures


Sr.
Particulars Blue Star Oman Blue Star M & E
No. Electro-Mechanical Engineering Sdn
Co LLC## Bhd**
1 Last audited balance sheet date December 31, 2017 March 31, 2021
2 Date on which the associate or joint venture was associated or acquired October 29, 2015 November 30, 1993
Number of shares held by the Company as on March 31, 2021 255,000 shares of 367,500 shares
OMR 1 each of RM 1 each
Amount of investment in joint venture/associate 4.34 3.98
Extent of holding % 51% 49%
3 Description of how there is a significant influence There is significant There is significant
influence due to influence due to
percentage (%) of percentage (%) of
Share Capital Share Capital
4 Reasons why the joint venture is not consolidated NA NA
5 Net worth attributable to shareholding as per latest audited balance sheet - 15.91
6 Profit/(loss) for the year
i. Considered in consolidation - 2.60
ii. Not considered in consolidation - -
7 Other comprehensive income/(loss) for the year
i. Considered in consolidation - -
ii. Not considered in consolidation - -
8 Total comprehensive income/(loss) for the year
i. Considered in consolidation - 2.60
ii. Not considered in consolidation - -
##
refer note 41 in Consolidated Financial Statements.
** Blue Star M&E Engineering Sdn Bhd was a joint venture of Blue Star International FZCO. Effective October 16, 2020, entire
shareholding held by Blue Star International FZCO was transferred to BSL AC&R (Singapore) Pte Ltd.

For and on behalf of the Board of Directors of


BLUE STAR LIMITED

Shailesh Haribhakti Chairman DIN: 00007347


B Thiagarajan Managing Director DIN: 01790498
Vijay Devadiga Company Secretary
Neeraj Basur Group Chief Financial Officer
Mumbai: May 06, 2021

284 | Blue Star Limited


Shareholder’s Information

SHAREHOLDER INQUIRIES
Shareholders may note that activities concerning share certificates, dividend, address changes (for shares in physical form), lost
share certificates and all other investor related matters are attended to and processed at the office of the Company’s Registrar
and Transfer Agent. Address changes, bank account updation in respect of dematerialised shares should be intimated to
concerned depository participant.
CORPORATE OFFICE COMPANY SECRETARY & COMPLIANCE OFFICER
Blue Star Limited Company Secretary & Compliance Officer
Band Box House, 4th Floor, Vijay Devadiga*
254 D, Dr Annie Besant Road, Email: [email protected]
Worli, Mumbai 400 030 Tel: +91 22 6654 4000
*(up to June 4, 2021)
Tel: +91 22 6654 4000
Fax: +91 22 6654 4001 Group Chief Financial Officer, Company Secretary & Compliance Officer
Website: www.bluestarindia.com Neeraj Basur@
CIN: L28920MH1949PLC006870 Email: [email protected]
Tel: +91 22 6654 4000
@
(w.e.f. June 5, 2021)

REGISTRAR AND TRANSFER AGENT DEBENTURE TRUSTEE


Link Intime India Pvt Ltd IDBI Trusteeship Services Limited
C-101, 247 Park, Asian Building, Ground floor 17,
L B S Marg, Vikhroli (West) R Kamani Marg,
Mumbai 400 083 Ballard Estate, Mumbai 400 001
Tel: +91 22 4918 6000 Tel: (+91) 22 4080 7000
Fax: +91 22 4918 6060 Fax: (+91) 22 6631 1776
Website: www.linkintime.co.in E-mail: [email protected]; [email protected]
Email: [email protected]
DEPOSITORIES
National Securities Depository Limited Central Depository Services (India) Limited
Trade World, ‘A’ Wing, 4th Floor Marathon Futurex, A-Wing, 25th floor
Kamala Mills Compound NM Joshi Marg, Lower Parel
Senapati Bapat Marg Mumbai 400 013
Lower Parel, Mumbai 400 013 Tel: +91 22 2305 8640 / +91 22 2305 8624
Tel: +91 22 2499 4200
DEMATERIALISATION
The Company has made arrangements for dematerialisation of its shares through National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). Since the Company shares are traded in dematerialised mode, the
shareholders are requested to dematerialise their shareholding.
INVESTOR RELATIONS PROGRAMME
The Company has an active investor relations programme directed to both individual and institutional investors. The Company’s
investor relations mission is to maintain an ongoing awareness of the Company’s performance among its shareholders and
the financial community. The Company welcomes inquiries from its investors, large or small, as well as from members of the
financial community.
For further information, please contact the Company’s Investor Relations Department at the above address.
BLUE STAR SHAREHOLDERS
As of March 31, 2021, the Company has 54,876 registered shareholders. The Promoters hold 38.76% of the Company’s shares.
24.92% of the Company’s shares are held by individual investors while Foreign Investors, Institutions, Bodies Corporate and
others hold the balance shares.
STOCK EXCHANGE LISTINGS
BSE Limited
National Stock Exchange of India Ltd

Blue Star Limited | 285


INTRODUCTION | INTEGRATED REPORT | STATUTORY REPORT | FINANCIAL STATEMENTS

GEOGRAPHICAL OUTREACH

Map not to scale

Blue Star Limited | 1


286 | Blue Star Limited

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