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Shankara Building Products Ltd.

BSE: 540425 Sector: Others
NSE: SHANKARA ISIN Code: INE274V01019
BSE LIVE 13:46 | 24 Nov 1673.95 18.15
(1.10%)
OPEN

1655.05

HIGH

1695.00

LOW

1631.45

NSE 13:31 | 24 Nov 1672.30 14.15
(0.85%)
OPEN

1666.45

HIGH

1697.00

LOW

1622.05

OPEN 1655.05
PREVIOUS CLOSE 1655.80
VOLUME 25162
52-Week high 1777.00
52-Week low 545.00
P/E 138.57
Mkt Cap.(Rs cr) 3,825
Buy Price 1671.20
Buy Qty 23.00
Sell Price 1673.45
Sell Qty 30.00
OPEN 1655.05
CLOSE 1655.80
VOLUME 25162
52-Week high 1777.00
52-Week low 545.00
P/E 138.57
Mkt Cap.(Rs cr) 3,825
Buy Price 1671.20
Buy Qty 23.00
Sell Price 1673.45
Sell Qty 30.00

Shankara Building Products Ltd. (SHANKARA) - Chairman Speech

Company chairman speech

NOTICE TO THE MEMBERS

Notice is hereby given that the 22nd Annual General Meeting of the Members of ShankaraBuilding Products Limited will be held at “Radisson Blu Atria No. 1 Palace RoadBengaluru Karnataka 560001” on Friday July 21 2017 at 11.00 a.m. to transact thefollowing businesses:

Ordinary Business

Item No. 1 – Adoption of Financial Statements and Reports of the Board ofDirectors and the Auditors thereon.

To receive consider and adopt a. the Audited Financial Statements of the Company forthe financial year ended March 31 2017 together with Reports of the Board of Directorsand the Auditors thereon; and b. the Audited Consolidated Financial Statements of theCompany for the financial year ended March 31 2017 together with Reports of Board ofDirectors and the Auditors thereon.

Item No.2- Declaration of Dividend.

To declare a dividend of Rs. 2.75/- per equity share of Rs. .10/- each for thefinancial year 2016-2017.

Item No. 3- Re-appointment of Mr. C.Ravi Kumar (DIN: 01247347) as a Directorretiring by rotation: “RESOLVED THAT pursuant to Section 152 and other applicableprovisions if any of the Companies

Act 2013 Mr. Ravikumar who retires by rotation be and is hereby re-appointed as aDirector of the Company.

RESOLVED FURTHER THAT Directors be and are hereby severally authorized to do allthe acts deeds and things which are necessary to give effect to the above saidresolution.”

Item No. 4- To consider the rati cation of M/s Haribhakti & Co. CharteredAccountant as statutory auditor of the Company.

To consider and if thoughtt to pass the following resolution as an OrdinaryResolution: “RESOLVED THAT pursuant to the provisions of Section 139 and otherapplicable provisions if any of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 (including any statutory modification(s) or re-enactment thereoffor the time being in force) the Company hereby rati es the appointment of Haribhakti& Co. LLP Chartered Accountants (Registration No.:103523W/W00048) as StatutoryAuditor of the Company to hold Office from the conclusion of this Annual General Meetinguntil the till the Conclusion of 24th Annual General Meeting to be held during calendaryear 2019 (F.Y 2018-19) at such remuneration plus service tax as applicable andreimbursement of out-of pocket expenses in connection with the audit as the Board ofDirectors may x in this behalf.”

Special Business

Ordinary Resolution

Item No.5- Approval for revision in remuneration of Mr. Sukumar Srinivas ManagingDirector.

To consider and if thoughtt to pass the following resolution with or withoutmodification as an Ordinary Resolution. “RESOLVED THAT pursuant to theprovisions of Article of Association of the Company read with Section 196 of the CompaniesAct 2013 and all other applicable provisions if any of the Companies Act 2013(including any statutory modification or re-enactment thereof for the time being in force)subject to such other consents approvals and permissions if any needed remuneration ofMr. Sukumar Srinivas Managing Director be and is hereby revised on the terms andconditions hereinafter mentioned with effect from 1st April 2017 Salary Managing Director:Rs. .9 35000 (Per month) with current perquisites and other statutory obligations.

RESOLVED FRUTHER THAT all other terms and conditions as per the HR policy of thecompany be and is hereby applicable including Earned/Privilege leave contribution toProvident Fund Superannuation fund or annuity fund/Gratuity in terms of applicableprovisions of the relevant statutes. RESOLVED FURTHER THAT pursuant to provisionsof the Section 197 of the Companies Act 2013 read with Schedule V to the Companies Act2013 the revised remuneration of Mr. Sukumar Srinivas

Managing Director is hereby con firm ed that it is well within the prescribed limitmentioned in the said section. RESOLVED FURTHER THAT Directors be and are herebyseverally authorized to do all the acts deeds and things which are necessary to giveeffect to the above said resolution.”

Item No.6 -Approval for revision in remuneration of Mr. C. Ravi Kumar Whole-TimeDirector.

To consider and if thoughtt to pass the following resolution with or withoutmodification as an Ordinary Resolution. “RESOLVED THAT pursuant to theprovisions of Article of Association of the Company read with Section 196 of the CompaniesAct 2013 and all other applicable provisions if any of the Companies Act 2013(including any statutory modification or re-enactment thereof for the time being in force)subject to such other consents approvals and permissions if any needed remuneration ofMr. C. Ravikumar Whole-time Director be and is hereby revised on the terms andconditions hereinafter mentioned with effect from 1st April 2017 Salary Whole-timeDirector: Rs. 390000 (Per month) with current perquisites and other statutoryobligations.

RESOLVED FURUTHER THAT all other terms and conditions as per the HR policy of thecompany be and is hereby applicable including Earned/Privilege leave contribution toProvident Fund Superannuation fund or annuity fund/Gratuity in terms of applicableprovisions of the relevant statutes.

RESOLVED FURTHER THAT pursuant to provisions of the Section 197 of the CompaniesAct 2013 read with Schedule V to the Companies Act 2013 the revised remuneration ofMr.C.Ravikuamar Whole-Time Director is hereby con firm ed that it is well within theprescribed limit mentioned in the said section. RESOLVED FURTHER THAT Directors beand are hereby severally authorized to do all the acts deeds and things which arenecessary to give effect to the above said resolution.

Item No. 7- Approval for revision in remuneration of Mr. RSV. Siva Prasad Whole-TimeDirector.

To consider and if thoughtt to pass the following resolution with or withoutmodification as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Article of Association of theCompany read with Section 196 of the Companies Act 2013 and all other applicableprovisions if any of the Companies Act 2013 (including any statutory modification orre-enactment thereof for the time being in force) subject to such other consentsapprovals and permissions if any needed remuneration of Mr. RSV. Siva Prasad Whole-timeDirector be and is hereby revised on the terms and conditions hereinafter mentioned witheffect from 1st April 2017 Salary Whole-time Director: Rs. 311000 (per month) withcurrent perquisites and other statutory obligations.

RESOLVED FRUTHER THAT all other terms and conditions as per the HR policy of thecompany be and is hereby applicable including Earned/Privilege leave contribution toProvident Fund Superannuation fund or annuity fund/Gratuity in terms of applicableprovisions of the relevant statutes.

RESOLVED FURTHER THAT pursuant to provisions of the Section 197 of the CompaniesAct 2013 read with Schedule V to the Companies Act 2013 the revised remuneration of Mr.RSV. Siva Prasad

Whole-Time Director is hereby con firm ed that it is well within the prescribed limitmentioned in the said section.

RESOLVED FURTHER THAT Directors be and are hereby severally authorized to do allthe acts deeds and things which are necessary to give effect to the above saidresolution.”

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint one ormore proxies to attend and vote instead of himself / herself and a proxy need to be amember of the company. Proxies in order to be effective must be duly lled stamped signedand should be deposited at the Company's

Registered Office not later than 48 FORTY-EIGHT HOURS before the commencement ofthe meeting.

Proxies submitted on behalf of the limited companies societies partnership firm setc. must be supported by appropriate resolution/authority as applicable issued onbehalf of the appointing organisation. A person can act as proxy on behalf of members notexceeding fty (50) and holding in the aggregate not more than 10% of the total sharecapital of the company carrying voting rights. In case a proxy is proposed to be appointedby a member holding more than 10% of the total share capital of the company carryingvoting rights then such proxy shall not act proxy for any other person or member.

2. The relative Explanatory Statement pursuant to section 102 of the Companies Act2013 (“Act”) setting out the materials facts in respect of special businessesunder item Nos. 5 to 7 is annexed hereto. The relevant details as required underRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (“SEBI Listing Regulations”) of the person seeking re-appointment asDirector under Item No. 3 of the Notice are also annexed.

3. Members Proxies and Authorised Representatives attending the Meeting are requestedto complete the enclosed attendance slip and deliver the same at the entrance of themeeting hall.

4. The Register of Members and the Share Transfer Books of the Company will remainclosed from July 19 2017 to July 21 2017 (both days inclusive).

5. The dividend as recommended by the Board of Directors of the Company if declaredat the Annual General Meeting will be paid within Thirty days to those members whosenames stand registered on the Company's Register of Members.

6. Members holding shares in dematerialized form are requested to intimate all changespertaining to their bank details such as bank account number name of the bank and branchdetails MICR code and IFSC code mandates nominations power of attorney change ofaddress change of name e-mail address contact numbers etc. to their depositoryparticipant (DP). Changes intimated to the DP will then be automatically re ected in theCompany's records which will help the Company and the Company's Registrars and TransferAgents Karvy Computershare Pvt. Ltd (“Karvy”) to provide ef cient and betterservices. Members holding shares in physical form are requested to intimate such changesto Karvy.

The Securities and Exchange Board of India (“SEBI”) has mandated thesubmission of Permanent Account Number (PAN) by every participant in securities market.Members holding shares in electronic form are therefore requested to submit the PAN totheir depository participants with whom they are maintaining their Demat accounts. Membersholding shares in physical form can submit their PAN details to Karvy.

7. Members holding shares in physical form are requested to consider converting theirholdings to dematerialized form to eliminate all risks associated with physical shares andfor ease of portfolio management. Members can contact the Company or Karvy for assistancein this regard.

8. Members holding shares in physical form in identical order of names in more thanone folio are requested to send to the Company or Karvy the details of such foliostogether with the share certi cates for consolidating their holdings in one folio. Aconsolidated share certi cate will be issued to such Members after making requisitechanges.

9. In case of joint holders attending the AGM the Member whose name appears as the rstholder in the order of names as per the Register of Members of the Company will beentitled to vote.

10. Members seeking any information with regard to the accounts are requested to writeto the Company at an early date so as to enable the Management to keep the informationready at the AGM.

11. To prevent fraudulent transactions Members are advised to exercise due diligenceand notify the Company of any change in address or demise of any Member as soon aspossible. Members are also advised not to leave their Demat account(s) dormant for long.Periodic statement of holdings should be obtained from the concerned DP and holdingsshould be verified.

12. The Notice of the AGM along with the Annual Report 2016-17 is being sent byelectronic mode to those Members whose e-mail addresses are registered with the Company /Depositories unless any Member has requested for a physical copy of the same. For Memberswho have not registered their e-mail addresses physical copies are being sent by thepermitted mode. Members may note that this Notice and the Annual Report 2016-17 will alsobe available on the Company's website viz. www.shankarabuildpro.com.

13. To support the ‘Green Initiative' Members who have not registered theire-mail addresses are requested to register the same with DPs / Karvy. Members arerequested to provide their e-mail address and ensure that the same is also updated withtheir respective DP for their demat account(s). The registered e-mail address will be usedfor sending future communications.

14. The route map showing directions to reach the venue of the twenty-second AGM isannexed.

15. In compliance with the provisions of Section 108 of the Act and the Rules framedthereunder as amended from time to time and Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Members are provided withthe facility to cast their vote electronically through the e-voting services provided byKarvy Computershare Pvt. Ltd on all the resolutions set forth in this Notice. Theinstructions for e-voting are given herein below. Resolution(s) passed by Members throughe-voting is/are deemed to have been passed as if they have been passed at the AGM.

16. The board of directors has appointed Mr. S. Kannan of S Kannan And AssociatePracticing Company Secretaries (Firm No. S2017KR473100 Membership No. 13016) as theScrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fairand transparent manner

17. The Members who have cast their vote by remote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to cast their vote again.

18. The Company has engaged the services of Karvy Computershare Private Limited(“Karvy”) as the Agency to provide e-voting facility & Insta Votingfacility.

19. Voting rights shall be reckoned on the paid-up value of shares registered in thename of the member / bene cial owner (in case of electronic shareholding) as on thecut-off date i.e. Friday July 14 2017

A person whose name is recorded in the register of members or in the register of benecial owners maintained by the depositories as on the cut-off date i.e. Friday July 142017 only shall be entitled to avail the facility of remote e-voting as well as voting atAGM through Insta Voting.

20. The instructions for e-voting are as under:

Any person who becomes a member of the Company after dispatch of the Notice of theMeeting and holding shares as on the cut-off date i.e. Friday July 14 2017 may obtainthe User ID and password in the manner as mentioned below: a) If the mobile number of themember is registered against Folio No. / DP ID Client ID the member may send SMS: MYEPWD<space> E-Voting Event Number plus Folio No. or DP ID Client ID to 9212993399Example for NSDL: MYEPWD <SPACE> IN12345612345678 Example for CDSL: MYEPWD<SPACE> 1402345612345678 Example for Physical: MYEPWD <SPACE> XXXX1234567890b) If e-mail address or mobile number of the member is registered against Folio No. / DPID Client ID then on the home page of https://evoting.karvy.com the member may click“Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate apassword.

c) Member may call Karvy's toll free number 1800- 3454-001

d) Member may send an e-mail request to evoting@karvy.com. If the member is alreadyregistered with Karvy e-voting platform then he can use his existing User ID and passwordfor casting the vote through remote e-voting.

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 9.00 a.m. (IST) Tuesday July 18 2017 End ofremote e-voting: Up to 5.00 p.m. (IST) Thursday July 20 2017 The remote e-voting willnot be allowed beyond the aforesaid date and time and the e-voting Module shall bedisabled by Karvy upon expiry of aforesaid period.

e) The Scrutinizer after scrutinising the votes cast at the meeting and through remotee-voting will not later than three days of conclusion of the Meeting make aconsolidated scrutinizer's report and submit the same to the Chairman. The resultsdeclared along with the consolidated scrutinizer's report shall be placed on the websiteof the Company www.suryavanshi.com and on the website of Karvy https://evoting.karvy.com.The results shall simultaneously be communicated to BSE Limited.

f) Subject to receipt of requisite number of votes the Resolutions shall be deemed tobe passed on the date of the Meeting i.e. Friday July 21 2017

Instructions and other information relating to remote e-voting:

A. In case of Members receiving Notice through mail:

a. Open e-mail and open PDF File viz. “……………...pdf”with you client ID or folio No. as password. The said PDF File contains your user ID andpassword for e-voting. Please note that the password is an initial password.

b. Use the following URL for e-voting: From Karvy website: http://evoting.karvy.com

c. Shareholders of the Company holding shares

either in physical form or in dematerialized form as on the cut-off date may casttheir vote electronically.

d. Enter the login credentials. Your Folio No/DP ID Client ID will be your user ID.

e. After entering the details appropriately click on LOGIN.

f. You will reach the Password change menu wherein you are required to mandatorilychange your password. The new password shall comprise of minimum 8 characters with atleast one upper case (A-Z) one lower case (a-z) one numeric value (0-9) and a specialcharacter. The system will prompt you to change your password and update any contactdetails like mobile email etc. on rst login. You may also enter the secret question andanswer of your choice to retrieve your password in case you forget it. It is stronglyrecommended not to share your password with any other person and take utmost care to keepyour password con dential.

g. You need to login again with the new credentials. h. On successful login the systemwill prompt you to select the EVENT i.e. Shankara Building Products Limited.

i. On the voting page enter the number of shares as on the cut-off date underFOR/AGAINST or alternately you may enter partially any number in FOR and partially inAGAINST but the total number in FOR/AGAINST taken together should not exceed the totalshareholding. You may also choose the option ABSTAIN.

j. Shareholders holding multiple folios / demat account shall choose the voting processseparately for each folios / demat account.

k. Cast your vote by selecting an appropriate option and click on SUBMIT. A con firmation box will be displayed. Click OK to con firm else CANCEL to modify. Once you con firm you will not be allowed to modify your vote. During the voting period shareholders canlogin any number of times till they have voted on the Resolution.

l.Once the vote on the Resolution is cast by the shareholder he shall not be allowedto change it subsequently.

m.Institutional shareholders (i.e. other than individuals HUF NRI etc.) are requiredto send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letteretc. together with attested specimen signature of the duly authorized signatory(ies) whoare authorized to vote to the Scrutinizer through e-mail to scrutinizer mail id with acopy marked to evoting@karvy.com.

n. In case of any queries you may refer the Frequently Asked Questions (FAQs) forshareholders and e-voting User Manual for shareholders available at the download sectionof http://evoting.karvy.com or contact Karvy Computershare Pvt. Ltd at Tel No. 1800 3454001 (toll free).

(ii) Please follow all steps mentioned above to cast your vote by electronic means.

By Order of the Board of Directors For Shankara Building Products Limited

EREENA VIKRAM

Company Secretary & Compliance Officer

Date: June 19 2017

Place: Bengaluru