SHANTHI GEARS LIMITED Regd. Office : 304-A, Trichy Road, Singanallur, -641 005, Tamil Nadu. Tel : +91-422-4545745 Fax : +91-422-4545700 Website : www.shanigears.com E-mail : cs@shanigears.murugappa.com CIN : L29130TZ1972PLC000649. NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given at e 44 Annual General Meeting of e Members of Shani Gears Limited will be held on Wednesday, e 26 day of July, 2017 at 4.00 p.m. at e Registered Office of e Company at 304-A, Trichy Road, Singanallur, -641005 to transact e following business : Oinary Business 1. Adoption of Financial Statements To consider and if deemed fit, to pass, wi or wiout modification(s), e following resolution as an ORDINARY RESOLUTION: 2. 3. RESOLVED at e Audited Financial Statements of e Company for e financial year ended st 31 March, 2017, e Report of e Boa of Directors and e Auditor's Report ereon be and are hereby received and adopted. Declaration of Dividend To consider and if deemed fit, to pass, wi or wiout modification(s), e following resolution as an ORDINARY RESOLUTION: st RESOLVED at out of profits for e financial year ended 31 March, 2017, a dividend at e rate of `0.75 (Paise Seventy Five Only) per share on e equity capital of e Company, as recommended by e Boa of Directors, be and e same is hereby declared for e financial year 2016-17 and at e said dividend be paid to e Members whose names appear on e Register of Members as on 26 July, 2017 or eir mandatees. RESOLVED FURTHER at in respect of shares held in electronic form, e dividend be paid on e basis of beneficial ownership as per details furnished by e Depositories for is purpose. Re-appointment of Mr. L Ramkumar as Director To consider and if deemed fit, to pass, wi or wiout modification(s), e following resolution as an ORDINARY RESOLUTION : RESOLVED at pursuant to Section 152 and oer applicable provisions, if any, of e Companies Act, 2013, e Rules ereunder (including any statutory modification(s) or re-enactment ereof for e time being in force), Mr. L Ramkumar (DIN 00090089), Director, who retires by rotation at e 44 Annual General Meeting, be and is hereby re-appointed as Director of e Company. 1
4. To consider and if deemed fit, to pass, wi or wiout modification(s), e following resolution as an ORDINARY RESOLUTION: RESOLVED at pursuant to Section 139 and oer applicable provisions, if any, of e Companies Act, 2013 and e Rules ereunder (including any statutory modification(s) or re-enactment ereof for e time being in force), e Company hereby ratifies e appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S) as e Statutory Auditor of e Company, to hold office from e conclusion of is (44 ) Annual General Meeting until e conclusion of e next (45 ) Annual General Meeting of e Company on a remuneration of ` 10 Lakhs for e financial year 2017-18 (including expenses, if any, incurred by em in connection wi e said audit but excluding service tax or oer applicable taxes, as may be applicable). Special Business 5. Ratification of Auditor s appointment and to fix eir remuneration Re-appointment of Mr. C R Swaminaan as an Independent Director To consider and if deemed fit, to pass wi or wiout modification(s), e following resolution as a SPECIAL RESOLUTION: RESOLVED at pursuant to Section 149 and read wi Section 150, 152 and Schedule IV and oer applicable provisions of e Companies Act, 2013, e Rules ereunder (including any statutory modification(s) of re-enactment(s) ereof for e time being in force) and Regulation 25(2) of e Securities and Exchange Boa of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mr. C R Swaminaan (DIN 00002169), Director, be and is hereby re-appointed as Independent Director of e Company, not liable to retire by rotation, for a term of one year i.e. from e date of e 44 Annual General Meeting (2017) till e date of e 45 Annual General Meeting (2018) of e Company [bo dates inclusive]. 6. Ratification of Remuneration to Cost Auditor To consider and if deemed fit, to pass, wi or wiout modification(s), e following resolution as an ORDINARY RESOLUTION : RESOLVED at pursuant to e provisions of Section 148(3) and oer applicable provisions, if any, of e Companies Act, 2013 and e Rules ereunder (including any statutory modification(s) or re-enactment(s) ereof, for e time being in force), e remuneration payable during e financial year 2017-18 to Mr. B Venkateswar, Cost Accountant having Membership No. 27622 and Registration No.100753 appointed by e Boa of Directors of e Company to conduct e audit of e cost recos of e Company for e financial year 2017-18, amounting to ` 60,000/- (Rupees Sixty Thousand Only) excluding service tax or oer applicable taxes, as may be applicable, be and is hereby ratified and confirmed. RESOLVED FURTHER at e Boa of Directors of e Company be and is hereby auorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to is Resolution. By Oer of e Boa 2
NOTES : 1. 2. 3. A member entitled to attend and vote at e meeting is entitled to appoint a proxy or proxies to attend and vote for or against a resolution instead of himself / herself. Such proxy need not be a member of e Company. A person can act as a proxy on behalf of members not exceeding 50 and holding in e aggregate not more an 10% of e total share capital of e Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more an 10% of e total share capital of e Company carrying voting rights, en such proxy shall not act as a proxy for any oer person or shareholder. Proxy, in oer to be effective, must be received by e Company not less an 48 hours before e Meeting. Corporate members are requested to send a duly certified copy of e Boa Resolution auorizing eir representatives to attend and vote at e Meeting. Statement of material facts pursuant to Section 102 of e Companies Act, 2013 for Item Nos 5 & 6 of e Notice is annexed hereto. The Register of Members and Share Transfer Books of e Company will remain closed from 15 July, 2017 to 26 July, 2017 (Bo days inclusive). 4. Members are requested to intimate e Registrar and Transfer Agent viz., S.K.D.C. Consultants Limited, Kanapay Towers, 3 Floor, 1391/A-1, Say Road, Ganapay, -641006 (RTA), of any change in eir address/details about eir Bank Account number, Name of e Bank, Bank's Branch name and address to enable e Company to make electronic remittance of dividend or alternatively, for incorporating in e dividend warrants. For shares held in dematerialised form, change in address/bank account particulars may be intimated directly to e Member's Depository Participant(s). 5. 6. 7. 8. 9. As per e requirements of Sections 205A and 205C of e Companies Act, 1956, e Company has transferred unclaimed dividends up to e year 2008-09 to e Investor Education and Protection Fund constituted by e Central Government. Members holding shares in physical form are encouraged to nominate a person to whom eir shareholding in e Company shall vest in e event of eir demise. Nomination forms will be sent to e Members, on request, by e RTA. As per SEBI directive, it is mandatory for e transferees to furnish self-attested copy of e PAN (Permanent Account Number) ca to e Company/RTA for registration of transfer / transmission / transposition of shares in e physical form. The Annual Report 2017, Notice of e 44 AGM wi instructions for e-voting, along wi e Attendance Slip and Proxy Form are being sent by electronic mode only to all e members whose email addresses are registered wi e Company / Depository Participant(s) for communication purposes unless any member has requested for a ha copy of e same. For members who have not registered eir email addresses, physical copies of e above are being sent. Instructions on e-voting are annexed to is notice. By Oer of e Boa 3
Details of e Directors seeking re-appointment at e 44 Annual General Meeting vide item Nos. 3 & 5 of e Notice dated (Pursuant to Regulation 36 (3) of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) The resume in brief and oer details of e Director, whose appointment is for e consideration of e members at e ensuing 44 Annual General Meeting, are furnished hereunder: Mr. L Ramkumar Mr. L Ramkumar is a Cost Accountant and has a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad. He joined e Boa on 3 September, 2012. He has over 37 years of rich and varied experience in Management including 25 years in Tube Investments of India Limited. Mr. L Ramkumar is e Chairman of e Stakeholders Relationship Committee of e Company. Details of oer Directorships and memberships in Audit and Stakeholders Relationship Committee held by Mr. L Ramkumar are as follows: ANNEXURE TO THE NOTICE Directorships Chairman TI Financial Holdings Limited Financiere C 10 S.A.S. Managing Director Tube Investments of India Limited (Listed entity) TI Tsubamex Private Limited Director Cholamandalam MS Risk Services Limited TI Absolute Concepts Private Limited Committee Membership Stakeholders Relationship Committee Member Tube Investments of India Limited Mr. L Ramkumar does not hold any equity shares of e Company. Mr. L Ramkumar is not related to e oer Directors and Key Managerial Personnel of e Company, and eir relatives. Except Mr. L Ramkumar, none of e Directors and Key Managerial Personnel, and eir relatives, is concerned or interested, financially or oerwise, in e Resolution relating to his re-appointment. The oer details relating to Mr. L Ramkumar pursuant to e Secretarial Standa on General Meetings appear in e Annual Report under Director's Profile, Corporate Governance Report and annexure ereto. 4
Mr. C R Swaminaan Mr. C R Swaminaan holds a graduate degree in Agriculture and a Masters degree in Business Administration. He joined e Boa on 3 September, 2012. Mr. C R Swaminaan is Chairman of Audit Committee and member of Stakeholders Relationship Committee of e Company. Details of oer Directorships and memberships in Audit and Stakeholders Relationship Committee held by Mr. C R Swaminaan are as follows: Directorships Director Pricol Limited (Listed entity) Magna Electrocastings Limited (Listed entity) Chandra Textiles Private Limited Rajalakshmi Machine Works Private Limited Bull Machines Private Limited Committee Memberships Audit Committee Chairman Magna Electrocastings Limited Member Pricol Limited Mr. C R Swaminaan holds 5,000 equity shares of e Company. Mr. C R Swaminaan is not related to e oer Directors and Key Managerial Personnel of e Company and eir relatives. Except Mr. C R Swaminaan, none of e Directors and Key Managerial Personnel and eir relatives, is concerned or interested, financially or oerwise, in e Resolution relating to his re-appointment. The oer details relating to Mr. C R Swaminaan pursuant to e Secretarial Standa on General Meetings appear in e Annual Report under Director's Profile, Corporate Governance Report and annexure ereto. By Oer of e Boa 5
Statement in respect of e Special Business under item No. 5 & 6 (pursuant to Section 102 of e Companies Act, 2013) of e Notice dated Item No.5 Mr. C R Swaminaan was appointed as st Independent Director of e Company at e 41 Annual General Meeting held on 26 July, 2014. Mr. C R Swaminaan (69 years) holds a graduate degree in Agriculture and a Masters degree in Business Administration. He joined e Boa on 3 September, 2012. He had been associated wi e PSG group of institutions as its Chief Executive Officer. He is well experienced in e Foundry Industry and is e Past President of e Institute of Indian Foundrymen. He is also e Past President of e Confederation of Indian Industry (Souern Region). Mr. C R Swaminaan, retires at e ensuing Annual G e n e ra l M e e t i n g. I t i s p ro p o s e d t h at Mr. C R Swaminaan be re-appointed as an Independent Director for one more year i.e. from e date of e ensuing 44 Annual General Meeting (2017) until e conclusion of 45 Annual General Meeting (2018). A notice has been received from a member proposing Mr. C R Swaminaan as a candidate for e office of Independent Director of e Company. In e opinion of e Boa, Mr. C R Swaminaan fulfils e conditions specified in e Companies Act, 2013 and Rules made ereunder for his re-appointment as an Independent Director of e Company and is independent of e Management. Copy of e draft letter for appointment of Mr. C R Swaminaan as an Independent Director setting out e terms and conditions would be available for inspection wiout any fee by e members at e Registered Office of e Company during normal business hours on any working day. The Boa considers at his continued association would be of immense benefit to e Company and it is desirable to continue to avail services of Mr. C R Swaminaan as an Independent Director. Accoingly, e Boa recommends e resolution in relation to re-appointment of Mr. C R Swaminaan as an Independent Director, for approval by e shareholders of e Company. The oer details relating to Mr. C R Swaminaan pursuant to e Secretarial Standa on General Meetings appear in Annual Report and e Directors' Profile, Boa's Report, Corporate Governance Report and annexures ereto. Except Mr. C R Swaminaan, being e appointee, none of e Directors and Key Managerial Personnel of e Company and eir relatives, is concerned or interested, financially or oerwise in e aforesaid Special Resolution. Item No.6 The Boa of Directors of e Company on e recommendation of e Audit Committee, approved e appointment and remuneration of Mr. B Venkateswar, Cost Accountant, to conduct e audit of cost recos of e Company for e financial year 2017-18. In terms of e provisions of Section 148(3) of e Companies Act, 2013 read wi Rules 14(a)(ii) of e Companies (Audit and Accounts) Rules, 2014, e remuneration payable to e Cost Auditor is to be ratified by e Members of e Company. Accoingly, e Members are requested to ratify e remuneration payable to e Cost Auditor during e financial year 2017-18 as set out in e resolution for e aforesaid service to be rendered by him. None of e Directors and Key Managerial Personnel of e Company and eir relatives, is concerned or interested, financially or oerwise in e aforesaid Oinary Resolution. By Oer of e Boa
INSTRUCTIONS FOR ELECTRONIC VOTING ( ' e - voting ' ) Pursuant to provisions of Section 108 of e Companies Act, 2013, read wi e Companies (Management and Administration) Rules, 2014 as substituted by e Companies (Management and Administration) Amendment Rules, 2015, e Company is pleased to offer e-voting facility ( remote e-voting ) to e members to cast eir votes electronically on all resolutions set for in e Notice convening e 44 Annual General Meeting to be held on Wednesday, July 26, 2017, at 4:00 p.m. The Company has engaged e services of National Securities Depository Limited (NSDL) to provide e e-voting facility. Steps for E-Voting : The e-voting facility is available at e link https://www.evoting.nsdl.com. A. In case a Member receives an email from NSDL [for members whose email IDs are registered wi e Company/Depository Participants(s)]: (i) (ii) Open email and open PDF file viz; remote e-voting.pdf wi your Client ID or Folio No. as passwo. The said PDF file contains your user ID and passwo/pin for remote e-voting. Please note at e passwo is an initial passwo. Launch internet browser by typing e following URL: https://www.evoting. nsdl.com/ (iii) Click on Shareholder - Login (iv) (v) Put user ID and passwo as initial passwo/pin noted in step (i) above. Click Login. Passwo change menu appears. Change e passwo/pin wi new passwo of y o u r c h o i c e w i t h m i n i m u m 8 digits/characters or combination ereof. Note new passwo. It is strongly recommended not to share your passwo wi any oer person and take utmost care to keep your passwo confidential. B. C. D. E. (vi) (vii) Select "EVEN" of "Shani Gears Ltd". (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) (x) (xi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted. Upon confirmation, e message Vote cast successfully will be displayed. Once you have voted on e resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Boa Resolution/ Auority letter etc. togeer wi attested specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough e-mail to eswarfcs@gmail.com wi a copy marked to evoting@nsdl.co.in In case a Member receives physical copy of e notice of AGM, initial passwo is provided at e bottom of attendance slip/proxy form for e AGM. In case of any queries, you may refer e Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at e downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990. If you are already registered wi NSDL for remote e-voting en you can use your existing user ID and passwo/pin for casting your vote. You can also update your mobile number and e-mail id in e user profile details of e folio which may be used for sending future communication(s). 7
General instructions 1. 2. 3. 4. 5. 6. The e-voting period commences on 23 July, 2017 (10:00 a.m. IST) and ends on 25 July, 2017 (5:00 p.m. IST). During is period, shareholders of e Company holding shares eier in physical form or in dematerialized form, as on e cut-off date of 20 July, 2017, may cast eir vote electronically. The e-voting module shall also be disabled by NSDL for voting ereafter. Once e vote on a resolution is cast by e shareholder, e shareholder shall not be allowed to change it subsequently. Mr. P Eswaramoory, Practicing Company Secretary (Membership No. FCS 6510), has been appointed as e Scrutinizer to scrutinize e e-voting process in a fair and transparent manner. The facility for voting rough ballot paper shall be made available at e AGM and e members attending e meeting who have not cast eir vote by remote e-voting shall be able to exercise eir right at e meeting rough ballot paper. The members who have cast eir vote by remote e-voting prior to e AGM may also attend e AGM but shall not be entitled to cast eir vote again. The voting rights of shareholders shall be in proportion to eir shares of e paid-up equity share capital of e Company as on e cut-off date viz., 20 July, 2017. However, a person who is a member as on cut-off date should treat is Notice for information purpose only. The Scrutinizer shall after e conclusion of voting at e Annual General Meeting, will first count e votes cast at e meeting and ereafter unblock e votes cast rough remote e-voting in e presence of at least two witnesses not in e employment of e Company and shall make, not later an Forty Eight Hours of e conclusion of e AGM, a consolidated Scrutinizer's Report of e total votes cast in favour or against, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. 7. The Results declared along wi e report of e Scrutinizer shall be placed on e website of e Company www.shanigears.com and e website of NSDL immediately after declaration of results by e Chairman or a person auorized by him in writing. The results shall also be immediately forwaed to e Stock Exchanges. All documents referred to in e accompanying Notice and e Statement pursuant to Section 102 (1) of e Companies Act, 2013, will be available for inspection at e Registered Office of e Company during business hours on all working days up to and including e date of e AGM. Singanallur Signal Trichy Road Route Map IOCL Petrol Bunk Kamaraj Road Singanallur Bus Stand By Oer of e Boa SSS Campus Jai Shani Theatre Venue of e Meeting (Shani Gears Ltd's Regd. Office) S W E Avinashi Road N 8