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Shankara Building Products Ltd.

BSE: 540425 Sector: Others
NSE: SHANKARA ISIN Code: INE274V01019
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VOLUME 24694
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OPEN 517.00
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VOLUME 24694
52-Week high 683.00
52-Week low 322.00
P/E 33.59
Mkt Cap.(Rs cr) 1,137
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shankara Building Products Ltd. (SHANKARA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report of Shankara BuildingProducts Limited ("the Company") on business and operations of the Company alongwith the Audited Financial Statements both standalone and consolidated for the financialyear ended March 31 2021.

1. Financial Highlights

The financial performance of the Company for the year ended March 31 2021 on aStandalone and Consolidated basis is summarized below.

Consolidated

Standalone

Particulars Year Ended March 31 2021 Year Ended March 31 2020 Year Ended March 31 2021 Year Ended March 31 2020
Revenue from Operations 2038.37 2639.73 1957.24 2493.84
Other Income 6.22 4.98 5.65 4.33
Total Income 2044.58 2644.71 1962.89 2498.17
Other Expenditure 1967.39 2522.63 1910.28 2412.19
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 77.19 122.08 52.61 85.98
Depreciation and Amortization Expenses 23.98 25.37 17.38 18.60
Finance Cost 33.08 43.35 21.75 31.69
Profit Before exceptional items and tax 20.13 53.36 13.48 35.69
Exceptional Items - - 0.50 -
Profit before Tax (PBT) 20.13 53.36 13.98 35.69
Tax expense:
Current Year 8.01 13.94 4.62 9.42
Earlier Year (0.53) (0.14) (0.53) -
Deferred Tax (1.19) (2.57) (0.09) (1.01)
Profit after Tax (PAT) 13.84 42.13 9.98 27.28
Profit from discontinued operation - (2.25) - -
Add: Other Comprehensive Income 0.34 0.24 0.36 (0.19)
Total Comprehensive Income 14.18 40.12 10.34 27.09
EARNING PER EQUITY SHARE
(Face Value of Rs10 each)
i) Basic 6.06 18.44 4.37 11.94
ii) Diluted 6.06 18.44 4.37 11.94
(For discontinued operation)
i) Basic - (0.99) - -
ii) Diluted - (0.99) - -
(For discontinued & continuing operations)
i) Basic 6.06 17.45 - -
ii) Diluted 6.06 17.45 - -

The Company recorded consolidated revenues of '2038.37 crores for the year ended 31March 2021 representing a growth of (23%) over the previous year. The Company recorded aconsolidated EBITDA of '77.18 crores and the EBITDA margins stood at 3.8%. We reported aPAT of '13.84 crores. Our standalone revenues stood at '1957.24 crores for the year ended31 March 2021. The standalone PAT stood at Rs 9.98 crores.

2. Share Capital

The paid-up Equity Share Capital of the Company as on March 31 2021 is 2284.93 Lakhscomprising of 22849326 equity shares of '10 each.

During the year under review the Company has not issued or allotted any shares of theCompany. The Company does not have any outstanding warrants or any convertible instrumentsas on March 31 2021.

3. Transfers to reserves

The Company has not transferred / appropriated any amount to the General Reserve duringthe year ended March 31 2021.

4. Dividend

The Board of Directors in view of conserving the financial resource ahead due toCOVID-19 has not recommended any dividend for the year.

5. Material changes and commitment if any affecting financial position of the Companyfrom the end of the financial year till the date of this Report

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report except for the impactarising out of COVID-19.

6. Unclaimed Dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') mandatesthe Companies to transfer dividend that has remained unpaid/unclaimed for a period ofseven years in the unpaid dividend account to the Investor Education and Protection Fund(IEPF).

The details of the unpaid/unclaimed dividend lying with the Company are available onthe website of the company i.e. www.shankarabuildpro.com.

Transfer to Investor Education and Protection Fund ("IEPF")

a) Transfer of Unclaimed Dividend to IEPF

Pursuant to the provisions of Section 124 of Companies Act 2013 read with IEPF(Accounting Audit Transfer and Refund) Rules 2016 dividends which remain unpaid orunclaimed for a period of seven years from the date of its transfer to unpaid dividendaccount are required to be transferred by the Company to Investor Education and ProtectionFund ("IEPF") established by the Government of India under the provisions ofSection 125 of the Companies Act 2013.

During the year under review there is no unclaimed divided required to be transferredto the Account of IEPF.

b) Transfer of Shares to IEPF

Section 124 (6) of Companies Act 2013 read with IEPF (Accounting Audit Transfer andRefund) Rules 2016 mandates transfer of underlying shares in respect of which dividendhas not been paid or claimed for seven consecutive years or more in the name of InvestorEducation and Protection Fund.

During the year under review the Company is not required to transfer shares to theIEPF Authority pursuant to the aforesaid rule.

7. Dividend Distribution Policy

As required under the Regulation 43A of the Listing Regulations the Company has aPolicy on Dividend Distribution. This Policy can be accessed on the Company's website i.e.

https://www.shankarabuildpro.com/pdf/pdf-Di

vidend-Distribution-Policy.pdf

The said Policy has been annexed as Annexure-I to this Directors' Report.

8. Subsidiary Companies

Shankara Building Products Limited has the following subsidiary companies

(i) Taurus Value Steel & Pipes Pvt. Ltd. - Having a tube facility at Hyderabad.

(ii) VishaL Precision Steel Tubes & Strips Pvt. Ltd. - Having a tube & coldrolled strip processing facility at Bengaluru.

(iii) Centurywells Roofing India Pvt. Ltd - Wholly owned subsidiary primarily engagedin providing color coated roofing products. It has processing facilities in ChennaiBengaluru Secunderabad Coimbatore Pune Vijayawada and HubLi Mysore and Mangalore.

(iv) Steel Network (Holdings) Pte. Ltd. - Wholly owned subsidiary registered atSingapore engaged in the business of manufacture distribution of roofing sheets steelpipes and generaL hardware and generaL whoLesaLe trade (including general importers &exporters).

No new subsidiary was added and no company has ceased to be a Shankara BuildingProducts Limited subsidiary during FY 2020-21.

Pursuant to the provisions of section 129(3) of the Companies Act 2013 a Statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is annexed as Annexure- II to this Directors' Report.

In compliance with section 136 of the Companies Act 2013 the Financial Statements ofthe Subsidiaries are available on the website of the Company and aLso wiLL be madeavaiLabLe upon the request by any member of the Company.

The policy for determining "Material Subsidiary" framed by the Company interms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is available on the Company's website at the following Linkhttps://www.shankarabuildpro.com/pdf/pdf-M aterial-Subsidiaries.pdf

9. Auditors and Audit Reports

(i) Statutory Auditor: In terms of the provisions of section 139 of the Companies Act2013 read with Companies (Audit and Auditors) Rules 2014 M/s. Sundaram & SrinivasanChartered Accountants (Firm Registration No.004207S) have been appointed as StatutoryAuditors of the Company to hold office from the conclusion of 24th Annual General MeetingtiLL the conclusion of 29th Annual General Meeting to be held during caLendar year 2024.

In accordance with the amendment to the provisions of Section 139 by the CompaniesAmendment Act 2017 notified on May 7 2018 by

the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified by the Members at every Annual General Meeting.

(ii) Secretarial Auditor: Pursuant to the

provisions of Section 204 of the Companies Act 2013 and rules thereunder Mr. K.Jayachandran Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No.4031) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Auditof the Company for the Financial Year 2020-21.

The Secretarial Audit Report for FY 2020-21 of the Company is appended as Annexure- IIIto the Directors' Report.

The Annual Secretarial Compliance Report of the Company for FY 2020-21 signed by Mr. K.Jayachandran Practicing Company Secretary is appended as Annexure- IV to the Directors'Report.

10. Explanations or comments

by the Board on every qualification reservation or adverse remark or disclaimer made -

(i) Statutory Auditor's report

The Auditors Report to the shareholders for the year under review does not contain anyreservation qualification or adverse remark. The comments in the Auditors' Report to thesharehoLders for the year under review are seLf-expLanatory and does not need furtherexpLanation.

(ii) Secretarial Auditor's Report

The SecretariaL Audit Report does not contain any reservation qualification or adverseremark which caLLs for any further explanation.

11. Particulars of Remuneration to Directors and Key Managerial Personnel

The Nomination and Remuneration PoLicy of the Company for appointment and remunerationof the Directors Key ManageriaL PersonneL and Senior Management of the Company aLong withother reLated matters have been provided in Corporate Governance Report.

The Company has framed and adopted a poLicy on Nomination and Remuneration ofDirectors Key ManageriaL PersonneL and other empLoyees

of the Company in line with the provisions of section 178 of the Companies Act 2013and Part D of Schedule II of SEBI (LODR) Regulations 2015. The Policy is available on thewebsite at https://www.shankarabuildpro.com/pdf/pdf-No mination-Remuneration-Policy.pdf

It is affirmed that the appointment and remuneration of Directors Key ManagerialPersonnel and all other employees during the year ended March 31 2021 is in accordancewith the Nomination and Remuneration Policy of the Company.

A Statement of Disclosure of Remuneration pursuant to Section 197(12) of the Act readwith Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given in Annexure- V forming part of this Directors' Report.

12. Particulars of Remuneration to Employees

The details of remuneration to Employees as required under Rule 5(2) read with Rule5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended are given in Annexure-VI and form part of this Report.

13. Corporate social responsibility

In compliance with the provisions of Section 135 of the Companies Act 2013 the Boardhas formed a Corporate Social Responsibility Committee which monitors and oversees variousCSR initiatives and activities of the Company. The Company's CSR Policy is available onthe website at https:// www.shankarabuildpro.com/pdf/ pdf-CSR-Policy.pdf

During the year under review the Company primarily extended its support to theprojects in the areas of promoting education healthcare infrastructure supportingprimary education environment sustainability rehabilitating abandoned women andchildren. The Chief Financial Officer of the Company has furnished a"certificate" to the management that the funds disbursed has been utilized andin the manner approved by the Board of the Company.

The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on

CSR activities during the year are set out in Annexure- VII of this report in theformat prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

During the year 2020-21 the Company allocated an amount of T109.76 Lakhs to be spenton corporate social responsibility (CSR) activities which includes carried forward amountfrom the previous year. Out of this the Company spent T 109.76 Lakhs during the yearunder review.

The Company believes in spending on such activities which really benefit the targetedbeneficiaries. During the year under review the Company while continuing to support itsongoing projects has associated itself with few new projects to expand its CSRinitiatives in a systematic manner.

The Company is continuously extending its effort for making contributions to varioussocially useful projects and is confident of meeting the statutory requirement in thecoming financial year.

14. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report on your Company's performance industry trends and other material changeswith respect to your Company and its subsidiaries wherever applicable are forming partof this Directors' Report as Annexure-VIII

15. Extract of annual return

Pursuant to the provisions of Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 as amended from time to time theextract of the Annual Return in the Form MGT-9 is given in Annexure- XI forming part ofthis Directors' Report.

Pursuant to the provisions of Section 36 of the Companies (Amendment) Act 2017notified effective from July 31 2018 read with Section 92(3) of the Companies Act 2013the extract of the Annual Return in the prescribed form i.e. Form MGT-9 is placed on theCompany's website at https://www.shankarabuildpro.eom/financials.h tml#voting.

16. Key consolidated balance sheet information

The Consolidated Financial Statements of the Company and its Subsidiaries for thefinancial year ended March 31 2021 prepared in compliance with the Indian AccountingStandards notified under Section 133 the Companies Act 2013 Section 129(3) of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015together with Auditors' Report thereon form part of this Annual Report.

17. Capital Expenditure on tangible assets

This year on a standalone basis we undertook a capital expenditure of T 6.84 Crores(Gross) as against T 17.06 Crores (Gross) in the previous year.

On a consolidated basis our capital expenditure stood at T 14.44 Crores (Gross) for FY2021 as against T 23.61 Crores (Gross) for the previous year.

18. Change in the nature of Business

The Company continues to be in the business of organized retailers of home improvementsand building products and there has been no change in the nature of business of theCompany or any of its subsidiaries during the year under review.

19. Credit Ratings

CRISIL has assigned the Long Term Rating BBB+/Stable' and Short Term Rating‘CRISIL A2' on the bank loan facilities of the Company.

20. Directors & Key Managerial Personnel

A. Composition and size of the Board

The Board has an optimum combination of executive non-executive and independentdirectors. The total strength of the Board as on the date of reporting is seven Directorsof which four are Independent Directors and one is Non-Executive and Non IndependentDirector. The composition of the Board of Directors is in due compliance of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

B. Retirement by rotation

Mr. RSV. Siva Prasad (DIN : 01247339) is Liable to retire by rotation in terms ofprovisions of the Act at the ensuing Annual General Meeting of the Company and beingeligible offers himself for re-appointment. The Board recommends his re-appointment forthe approval of the Members.

As stipulated under Regulation 36(3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 brief resume of the director proposed to be re-appointedis given in the Notice of the Annual General Meeting.

C. Appointments and Re-appointments

On the recommendation of Nomination and Remuneration Committee the Board of Directorsat its meeting held on 29th January 2021 has approved the re-appointment of Mr. SukumarSrinivas (DIN: 01668064) as a Managing Director and Mr. C. Ravikumar (DIN: 01247347) as aWhole-time Director of the Company for a period of five years subject to the approval ofthe shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are - Mr. Sukumar Srinivas Managing Director Mr. Alex Varghese ChiefFinancial Officer and Ms. Ereena Vikram Company Secretary.

D. Resignation

During the year under review Mr. Siddhartha Mundra Chief Executive Officer of theCompany resigned from the Company effective from November 30 2020. The Board places onrecord its appreciation for the valuable contribution made by him during his associationwith the Company.

21. Declaration by Independent Directors

The Company has received necessary declaration from all the Independent Directors ofthe Company under the provisions of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (LODR) Regulations 2015.

22. Board and Committee Meetings

The Board during the financial year 2020-21 met seven times viz. 10th June 2020; 13thJuly 2020;

13th August 2020; 9th November 2020; 30th November2020 29th January 2021 and 12thFebruary 2021 and also had one meeting of Independent Directors. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act2013. Detailed information regarding the meetings of the Board and various Committees ofthe Board are included in the report on Corporate Governance which forms part of thisReport.

23. Audit & Risk Management Committee

The Audit & Risk Management Committee of the Board currently headed by anIndependent Director as Chairperson meets at regular intervals to discharge its terms ofreference effectively and efficiently. During the year there were no instances where therecommendations of the Audit Committee were not accepted by the Board. A detailed note onthe composition role and functions of the Audit Committee are disclosed in the Report onCorporate Governance which forms part of this Report.

24. Directors Responsibility Statements under Section 134 of the Companies Act 2013

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:

i. in the preparation of the Annual Accounts of the Company both standalone andconsolidated for the year ended March 31 2021 the applicable accounting standards readwith requirements set out under Schedule III to the Companies Act 2013 have been followedand that there are no material departures from the same.

ii. the Directors have selected such accounting

policies and made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2021 and ofthe profit for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the Annual Accounts for the year ended March 31 2021 have been prepared on a goingconcern basis;

v. adequate internal financial controls have been laid down and such controls areoperating effectively;

vi. proper and adequate systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems are operating efficiently; and

vii. there are no instances of frauds involving the officers or employees of theCompany reported by the Auditor under section 143(12) of the Act during the year endedMarch 31 2021.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY.2020-21.

25. Human Resource

As of March 31 2021 we have 739 employees on the payroll of our Company and 161employees on the payroll of Subsidiaries. The following table sets forth the break-up asof March 31 2021:

Sr. No Departments No.of Employees
1. Sales and Marketing 353
2. Finance Accounts and Administration 264
3. Operations 132
4. Supply Chain 151
Total 900

In addition to the employees listed above we also engage contract labour to facilitateour processing operations. As of March 31 2021 we engaged 115 contract workers in ourCompany and 124 contract workers in subsidiaries Company. Our Company is in compliancewith the Contract Labour (Regulation and Abolition) Act 1970 and the rules prescribedthereunder in this regard.

26. Information Technology

We have implemented a company-wide ERP system. This system is used to manage andco-ordinate all resources information and functions of the business on a real-time basis.The ERP system helps in integration of different functional areas to ensure propercommunication productivity quality and efficiency in decision making. It further helpsin tracking customer demands and assisting in maintaining optimum inventory levels. Wehave a dedicated IT team which is involved in maintaining the ERP system.

27. Board Performance Evaluation

Pursuant to the applicable provisions of the Companies Act 2013 and Regulation 19 ofSEBI (LODR) Regulations 2015 annual evaluation of the performance of the Board theDirectors individually as well as the evaluation of the working of its various committeeshas been carried out through a structured questionnaire covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its CommitteesBoard culture execution and performance of specific duties obligations independencegovernance ethics and values adherence to corporate governance norms attendance andcontribution at meetings etc.

The evaluation process has been explained in the Corporate Governance Report whichforms part of this report.

28. Particulars of loans guarantees or investments

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Directors' Report.

The Company has not extended any loans

guarantees or investments to any other person or body corporate during the year underreview.

29. Particulars of contracts or arrangements made with related parties

The Company has adopted a Policy for dealing with the transactions with related partiesin line with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015which is available on the Company's website at https://www.shankarabuildpro.com/pdf/pdf-RPT.pdf

During the financial year ended 31 March 2021 all the contracts or arrangements ortransactions entered into by the Company with the related parties were in the ordinarycourse of business and on arm's length basis and are in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations. The particulars of suchtransactions with related parties have been disclosed at note no. 47 in the standalonefinancial statements as required under Ind AS 24- Related Party Disclosures and asspecified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014.

There were no materially significant Related Party Transactions made by the Companyduring the year that required shareholders' approval under Regulation 23 of the ListingRegulations or which may have a potential conflict with the interests of the Companyduring the financial year.

During the year there were no contracts or arrangements or transactions entered intowith the related parties other than at arm's length price. Accordingly there were notransactions during the year ended March 31 2021 required to be reported in Form AOC-2 ofthe Companies (Accounts) Rules 2014

30. Corporate Governance and Shareholders' Information

Pursuant to Regulation 34 of the Listing Regulations a detailed report on CorporateGovernance for the financial year 2020-21 along with a Certificate issued by a PracticingCompany Secretary confirming compliance with the mandatory requirements relating toCorporate Governance as stipulated under Chapter IV of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented as a separate section formingpart of the Annual Report forms an integral part of this report.

31. Risk Management

In terms of regulation 179 (b) of the Listing Regulations the Board of Directorsadopted a Risk Management Policy. The main objective of Risk Management Policy is toenable long term sustainable growth by creating a robust risk management frameworkinvolving identification evaluation & management of risks by partnering withbusinesses and its associate functions. The Company continuously identifies the risk thatit faces such as financial liquidity regulatory legal and other risks and evaluates thesame in line with the overall business objectives functioning and growth of the Company.The Risk Management Policy can be accessed on the Company's website i.e.https://www.shankarabuildpro.com/pdf/pdf-Ris k-Management-Policy.pdf

The details of risk management framework have been explained in the Management'sDiscussion and Analysis Report which is provided as an Annexure- VIII to this report.

32. Internal financial control systems and its adequacy

The Company has in place an adequate internal financial control system with referenceto financial statements and such internal financial controls are operating effectively andno deficiencies have been observed during the year under review.

The Board has reappointed M/s GRSM & Associates Chartered Accountants as InternalAuditor in the Board Meeting held on June 10 2020.

33. Whistle Blower Policy

In pursuance of the provisions of Section 177(9) of the Companies Act 2013 rules madethereunder and Regulation 4 of the SEBI (LODR) Regulations 2015 your Company hasformulated a vigil mechanism which also includes a whistle blower policy to deal withinstances of unethical behavior actual or suspected fraud or violation of Company's Codeof Conduct or Ethics Policy.

The Company has a vigil mechanism process wherein the employees are free to reportviolations of laws rules regulations or unethical conduct. The confidentiality of thosereporting violations is maintained and they are not subjected to any discriminatorypractice.

The whistle blower policy of the Company is disclosed on our website i.e.https://www.shankarabuildpro.com/pdf/pdf-W histleblower-Policy.pdf

34. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review no complaint of sexual harassment has been reported.

35. Deposits

The Company has not accepted any deposits covered under Chapter V of Companies Act2013 and also any other deposit which is not in compliance with the requirements ofChapter V of the Companies Act 2013.

36. Compliance with Secretarial Standards

During the year under review the Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

37. Disclosure requirements

As per SEBI Listing Regulations Corporate Governance Report with Auditors' Certificatethereon and Management Discussion and Analysis are attached which form part of thisreport.

38. Conservation of energy technology absorption foreign exchange earnings and outgoConservation of energy:

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are enclosed in the Annexure- X tothe Directors' report.

Technology absorption adaptation and innovation:

The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's operations do not require significantimport of technology.

Foreign Exchange earnings and outgo

There was a Foreign Exchange inflow of USD 1351897.15 from our wholly ownedsubsidiary Steel Network (Holdings) Pte Limited in Singapore to Shankara BuildingProducts Limited to during the year.

39. Reporting of frauds

There were no instances of frauds during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board under Section 143 (12)of the Act and the rules made thereunder.

40. The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future

During the year no significant and material orders were passed by the regulators orcourts or tribunals on the Company impacting the going concern status of the Company andCompany's operations in future.

41. Other disclosures

(i) Details of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

(ii) Details of sweat equity shares issued

The Company has not issued any sweat equity shares during the year.

(iii) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(iv) Bonus Shares

No Bonus Shares were issued during the year under review.

Acknowledgement

Your Directors take this opportunity to thank the employees clients vendorsinvestors members bankers and other business associates of the Company for theirco-operation and valuable support extended during the year. Your Directors appreciate andvalue the contributions made by every member of Shankara family.

For and on behalf of the Board of Directors

Sd/- Sd/-
Sukumar Srinivas C. Ravikumar
Place: Bengaluru Managing Director Whole-time Director
Date:June 10 2021 DIN: 01668064 DIN: 01247347

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