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LGB Forge Ltd.

BSE: 533007 Sector: Engineering
NSE: LGBFORGE ISIN Code: INE201J01017
BSE LIVE 13:49 | 14 Aug 3.65 0.12
(3.40%)
OPEN

3.36

HIGH

3.65

LOW

3.36

NSE 15:11 | 14 Aug 3.50 -0.05
(-1.41%)
OPEN

3.50

HIGH

3.50

LOW

3.50

OPEN 3.36
PREVIOUS CLOSE 3.53
VOLUME 28800
52-Week high 8.30
52-Week low 3.36
P/E
Mkt Cap.(Rs cr) 55
Buy Price 3.36
Buy Qty 2276.00
Sell Price 3.65
Sell Qty 540.00
OPEN 3.36
CLOSE 3.53
VOLUME 28800
52-Week high 8.30
52-Week low 3.36
P/E
Mkt Cap.(Rs cr) 55
Buy Price 3.36
Buy Qty 2276.00
Sell Price 3.65
Sell Qty 540.00

LGB Forge Ltd. (LGBFORGE) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Tenth Annual Report of your Companytogether with the audited accounts for the year ended on 31st March 2016.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March2016 as compared to the previous year is as below

Particulars 31.03.2016 31.03.2015
(Rs. in Lakhs) (Rs. in Lakhs)
Gross Income 8917.53 8263.17
Profit before interest depreciation & Tax 279.23 616.34
Less:
Interest 374.82 427.00
Depreciation 349.71 390.45
Add : Exceptional Items 211.55 187.32
Profit /(Loss) Before Tax (233.75) (13.79)
Profit/(Loss) After Tax (233.75) (13.79)
Depreciation adjusted against opening
balance retained earnings - (115.57)
Add : Balance brought forward (4128.77) (3999.41)
Amount transferred to Balance Sheet (4362.52) (4128.77)

PERFORMANCE OF THE COMPANY

During the year under review your Company s Gross Revenue is Rs. 8917.53 Lakhs[Previous Year: Rs. 8263.17 Lakhs]. Gross Profit / (Loss) before interest depreciationand tax amounted to Rs. 279.23 Lakhs [Previous Year (Rs.616.34 Lakhs]. The Net Profit/(Loss) stood at (Rs. 233.75) Lakhs [Previous Year Net Profit/(Loss) (Rs. 13.79) Lakhs].

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves during the year due to lossincurred to the Company and hence no information as per the provisions of Section134 (3)(j) of the Companies Act 2013 has been furnished.

DIVIDEND

In view of the losses current and accumulated your Directors regret their inabilityto recommend dividend for the year 2015-2016.

FIXED DEPOSITS

During the year under review your Company has not accepted any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. As on 1st April 2015 no amounts were outstanding which were classified asDeposits under the applicable provisions of Companies Act 2013 and hence the requirementfor furnishing of details of deposit in compliance with the Chapter V of the CompaniesAct 2013 is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under the provisionsof Section 92(3) of the Act is attached in prescribed form (MGT-9) as Annexure-A whichforms part of this Report.

DISCLOSURE UNDER SECTION134(3) (l) OF THE COMPANIES ACT WITH RESPECT TO MATERIALCHANGES AFTER THE DATE OF FINANCIAL REPORT.

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year (March 31 2016) and the date of the Report(April 30 2016)

INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Auditors and the management monitors andevaluates the efficacy and adequacy of the internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Audit observations of Internal Auditors and corrective actions thereon arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Auditor reports to the Audit Committee.

The Company has in place adequate internal financial controls commensurate with sizescale and complexity of its operations. The Company has policies and procedures in placefor ensuring proper and efficient conduct of its business the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

No Significant and Materials orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company s operationsin future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/arrangements/transactions entered by the Company during the financialyear with related parties were on an arm s length basis. During the year the Company hadnot entered into any contract/arrangement/ transaction with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions. Hence the requirement for furnishing of details under Section134(3)(h) in prescribed Form No.AOC-2 is not applicable.

PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION186 OF THE COMPANIES ACT2013

The Company has not provided any loan Guarantee and made investments under Section186of the Companies

Act 2013 hence no information as per provisions of Section134 (3) (g) of the CompaniesAct 2013 has been furnished.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS.

The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not granted any Employees Stock Options Scheme during the year underreview and hence no information required to be furnished as per the provisions of Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review andhence no information required to be furnished as per the provisions of Rule 8(13) of theCompanies (Share Capital and Debentures) Rules 2014.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence nodisclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014has been furnished.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company has no Subsidiary Joint Venture or Associate Companies during the yearunder review and hence no information required to be furnished as per the provisions ofRule 8 (5)(iv) of the Companies (Accounts) Rules 2014.

SHARE CAPITAL

The Paid-up share capital of the Company as at 31st March 2016 stood at Rs. 1500.02lakhs. During the year under review the Company has not made any fresh issue of shares.

CHANGE IN NATURE OF BUSINESS IF ANY.

There was no change in the nature of the business of the Company during the year underreview.

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and as per the Articles ofAssociation of the Company Mr.Rajiv Parthasarathy (DIN: 02495329) retires at the ensuingAnnual General Meeting and being eligible seeks re-appointment. The Board recommends hisre-appointment.

APPOINTMENTS / RESIGNATION OF DIRECTORS / KMP

During the year under review the following changes were occurred in the Directors andKey Managerial Personnel.

None of the Independent Directors retires at the ensuing Annual General Meeting.

Sri.G.Karthik Company Secretary of the Company has resigned with effect from 10thSeptember 2015.

Sri.R.Ponmanikandan has been appointed as the Company Secretary & ComplianceOfficer of the Company with effect from 29th October 2015.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-Section (7) of Section149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section149(6) ofthe Companies Act 2013

DISCLOSURE RELATING TO BOARD COMMITTEES AND POLICIES

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended on 31st March 2016in accordance with the provisions of the Companies Act 2013 and rules made there under.The details of Board Meeting Dates and Particulars of Directors Attendance are given inthe Corporate Governance Report has been enclosed with this report. All the Directorsactively participated in the meetings and contributed valuable inputs on the mattersbrought before the Board of Directors from time to time.

Additionally during the financial year ended 31st March 2016 the IndependentDirectors held a separate meeting in compliance with the requirement of Schedule IV of theCompanies Act 2013 and Regulation 25(3) of the SEBI (LODR) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended on 31st March 2016 the Board ofDirectors hereby confirms that

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;

(b) that such accounting policies have been selected and applied consistently except asstated in note number 34 of the financial statement and the Directors made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the loss of the Companyfor that period;

(c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

(g) In terms of Section 143(12) of the Companies Act 2013 the Auditor has notreported any fraud during the year.

NOMINATION AND REMUNERATION COMMITTEE AND REMUNERATION POLICY

A Nomination and Remuneration Committee is in existence in accordance with theprovisions of subSection (3) of Section 178 of the Companies Act 2013. The Board has onrecommendation of the Nomination and Remuneration Committee framed a policy for selectionand appointment of Directors Senior Management and their remuneration. Kindly refer theCorporate Governance Report for matters relating to constitution meetings and functionsof the Committee and remuneration policy formulated by this committee.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the provisions of Section 177 of theCompanies Act 2013. Kindly refer to the Sectionon Corporate Governance under the headAudit Committee for matters relating to the composition meetings and functions of theCommittee. The Board was accepted the Audit Committee recommendations during the yearwhenever required hence no disclosure required under Section 177(8) of the Companies Act2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (LODR)Regulations 2015 the Board of Directors had approved the policy on VigilMechanism/Whistle Blower for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of the Company atwww.lgbforge.co.in

Your Company hereby affirms that no complaints were received during the year underreview.

STAKEHOLDER RELATIONSHIP COMMITTEE

Kindly refer to the Sectionon Corporate Governance under the head StakeholderRelationship Committee for matters relating to the composition meetings and functions ofthe Committee.