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SUJANA METAL PRODUCTS LIMITED<br />

requested to register their e mail addresses<br />

by sending an e-mail with the following details<br />

to ‘cssmpl@sujana.com’ or by visiting our<br />

website ‘www.sujana.com’ or register the<br />

same with the Company’s Registrar and<br />

Share Transfer Agents “Bigshare Services<br />

Private Limited”.<br />

Name<br />

of the<br />

member<br />

Son of/<br />

Daughter<br />

of/ Wife of<br />

Client ID/<br />

Ledger<br />

Folio<br />

No.<br />

No. of<br />

Shares<br />

held<br />

Pan No.<br />

(mandatory in<br />

case of Demat<br />

holders)<br />

E-mail<br />

address<br />

EXPLANATORY STATEMENT PURSUANT TO<br />

THE PROVISIONS OF SECTION 173(2) OF THE<br />

COMPANIES ACT, 1956:<br />

Item No. 5: Re-appointment of Shri S.Hanumantha<br />

Rao, Director (Finance) of the Company.<br />

Keeping in view his outstanding contribution in the<br />

growth of the Company and his leadership qualities<br />

supported by his qualifications & experience, the<br />

Board of Directors in its meeting held on 13th August,<br />

2010 decided to re-appoint Shri S.Hanumantha<br />

Rao, as Director (Finance) of the Company for a<br />

period of five years with effect from 13th August,<br />

2010 subject to the approval of the Shareholders,<br />

with the existing remuneration (more particularly<br />

described in the resolution).<br />

In accordance with the provisions of Section 198,<br />

269 and 309 and Schedule XIII of the Companies<br />

Act, 1956, approval of shareholders is required for<br />

the re-appointment of Shri S.Hanumantha Rao as<br />

Director (Finance) of the Company.<br />

Your Directors recommended the resolution for your<br />

approval.<br />

None of the Directors except Shri S.Hanumantha<br />

Rao is interested or concerned in the aforesaid<br />

resolution.<br />

Item No. 6: Amendment to Articles of Association<br />

of the Company.<br />

Recently, Ministry of Corporate Affairs, Government<br />

of India, as part of its Green Initiative in the<br />

Corporate Governance, came up with a series<br />

of circulars, thereby allowing use of electronic<br />

modes in convening and conducting the Board and<br />

Shareholders meetings of the Companies and by<br />

allowing paperless compliances by the Companies<br />

by sending notices/documents (i.e., Balance<br />

Sheets etc.,) to the members of the Company to<br />

their registered e-mail addresses and also to use<br />

electronic platform of the agencies duly approved<br />

by the MCA for capturing accurate electronic voting<br />

process in respect of postal ballot.<br />

With a view to implement the green initiative in<br />

the Company and in order to ensure maximum<br />

participation of shareholders and Board of Directors<br />

in the General and Board Meetings respectively and<br />

to allow paperless compliance by sending notices/<br />

documents (i.e., Balance Sheets etc.,) to the<br />

members of the Company to their registered e-mail<br />

addresses and also to use electronic platform of the<br />

agencies duly approved by the MCA for capturing<br />

accurate electronic voting process in respect of<br />

postal ballot, the Board of Directors of the Company<br />

has decided to make enabling provisions in the<br />

Articles of Association of the Company for adopting<br />

electronic modes like video conferencing and other<br />

modern electronic systems in conducting Board and<br />

General Meetings of the Company, electronic voting<br />

and for sending the notices/documents.<br />

The new Articles in the Articles of Association will<br />

facilitate :<br />

- Holding Board and General Meetings vide<br />

electronic mode and will ultimately result in<br />

effective and larger participation of Directors<br />

and shareholders in the affairs of the<br />

Company.<br />

- Paperless compliances by the Companies<br />

by sending notices/documents (i.e., Balance<br />

Sheets etc.,) to the members of the Company<br />

to their registered e-mail addresses.<br />

- Utilisation of electronic platform of the<br />

agencies duly approved by the MCA for<br />

capturing accurate electronic voting process<br />

in respect of postal ballot.<br />

- Strengthening Corporate Governance norms<br />

in the Company.<br />

Considering the benefits attached with the use<br />

of electronic mode and to ensure the maximum<br />

participation of the Board of Directors and<br />

shareholders in their respective meetings, the<br />

: : 12 : :

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