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L G Balakrishnan & Bros Ltd.

BSE: 500250 Sector: Auto
NSE: LGBBROSLTD ISIN Code: INE337A01034
BSE 00:00 | 03 Jul 238.55 4.80
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OPEN 236.80
PREVIOUS CLOSE 233.75
VOLUME 4265
52-Week high 369.90
52-Week low 146.00
P/E 9.04
Mkt Cap.(Rs cr) 749
Buy Price 238.55
Buy Qty 27.00
Sell Price 242.10
Sell Qty 50.00
OPEN 236.80
CLOSE 233.75
VOLUME 4265
52-Week high 369.90
52-Week low 146.00
P/E 9.04
Mkt Cap.(Rs cr) 749
Buy Price 238.55
Buy Qty 27.00
Sell Price 242.10
Sell Qty 50.00

L G Balakrishnan & Bros Ltd. (LGBBROSLTD) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Sixty Third Annual Report of your Company together with the audited accounts for the year ended 31st March 2019.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March 2019 as compared to the previous year is as below The financial statements are prepared in accordance with Indian Accounting Standards ('Ind AS'). In accordance with the notification issued by Ministry Corporate Affairs the Company had adopted Ind AS with effect from April 1 2018.

ConsolidatedStandalone
Particulars31.03.201931-03-201831-03-201931-03-2018
(Rs.  in Lakhs)(Rs.  in Lakhs)(Rs.  in Lakhs)(Rs.  in Lakhs)
TOTAL REVENUE169081.74145933.92158492.30135555.03
Profit before interest depreciation & Tax20988.0719954.3620498.4518666.88
Less : Interest1125.611057.141041.73978.13
Depreciation6805.395779.476397.445412.75
PROFIT BEFORE TAX13057.0713117.7513059.2812276.00
Add : Exceptional Items1204.97-1204.97-
Less Provisions for Taxation
Current Income Tax / Mat4252.494119.984252.494119.98
Deferred Tax (Credit / charge)346.58146.08346.58146.08
PROFIT AFTER TAX BEFORE SHARE IN PROFIT OF
ASSOCIATE9662.978851.699665.188009.94
Add : Share in Profit of Associate293.4496.64--
PROFIT AFTER TAX9956.418948.339665.188009.94

PERFORMANCE OF THE COMPANY

On consolidated basis revenue from operations and other income for the financial year under review were Rs. 169081.74 Lakhs as against Rs. 145933.92 Lakhs for the previous financial year registering an increase of 15.86%. The profit before tax and exceptional item was Rs.13057.07 Lakhs and the profit after tax after share of profit of Associate was Rs. 9956.41 Lakhs for the financial year under review as against Rs. 13117.75 Lakhs and Rs. 8948.33 Lakhs respectively for the previous financial year.

On standalone basis revenue from operations and other income for the financial year under review were Rs.158492.30 lakhs as against Rs. 135555.03 Lakhs for the previous financial year registering an increase of 16.92%. The profit before tax and exceptional item was Rs.13059.30 Lakhs and the profit after tax was Rs. 9665.20 Lakhs for the financial year under review as against Rs. 12276.00 Lakhs and Rs. 8009.94 Lakhs respectively for the previous financial year.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs.  9500 Lakhs to the General Reserve out of the amount available for appropriations and the remaining amount of Rs.   5989.37 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

Your Company has a consistent track record of dividend payment. Continuing with this trend Directors are pleased to recommend a dividend of Rs.  5 (50%) per share of Rs.  10/- each on Equity Share Capital of the Company subject to the approval of shareholders at the ensuing Annual General Meeting which includes Dividend Tax results in appropriation of Rs.  1892.25 Lakhs out of profits of the Company for the current year as against Rs.  1703.05 Lakhs in the previous year.

The dividend if approved by the members at the forthcoming Annual General Meeting will be paid in compliance with applicable provisions of the Act.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with the Registrar and Share Transfer Agents to locate the shareholders who have not claimed their dues. During the financial year 2018-19 the Company has transferred a sum of Rs.   6.2 Lakhs to Investor Education & Protection Fund related to 2010-11 the amount which was due and payable and remained unclaimed and unpaid for a period of seven years. Further the 1592 number of equity shares pertaining to such unclaimed or unpaid dividend has also been transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of Section 124(6) of the Companies Act 2013 read with Regulation 6 of the Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 30th August 2018 (date of last Annual General Meeting) on the website of the Company (www.lgb.co.in) as also on the Ministry of Corporate Affairs website.

SHARE CAPITAL

The paid up share capital of the Company as at 31st March 2019 aggregates to Rs.   313924160/- comprising of 31392416 equity shares of Rs.  10/- each fully paid up. During the year under review the Company has issued and allotted 15696208 equity shares of Rs.10/- each fully paid as bonus shares to the eligible shareholders in the proportion of 1 (one) new equity share of Rs.10/-each for every 1 (one) equity share of Rs.10/- each held in the Company and complied with the provisions of the Companies Act 2013 and Chapter XI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Detailed composition of the Board and Board Committees namely Audit Committee Nomination and Remuneration Committee CSR Committee Stakeholders Relationship Committee number of meetings held during the year under review attendance of each Director and other related details are set out in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTOR & KEY MANAGERIAL PERSONNEL

Re-appointment of Managing Director

During the year under review the Board of Directors had approved the variation in terms of appointment of Sri.P.Prabakaran (DIN.01709564) and designated him as the Managing Director of the Company with effect from 1st October 2018 for the remaining period of his tenure and had obtained the approval of the members by way of passing a special resolution through postal ballot on 21st October 2018 in accordance with Section 196(4) of the Companies Act 2013. Further the Board of Directors had approved the re-appointment of Sri.P.Prabakaran (DIN.01709564) as the Managing Director of the Company for a further period of 5 years with effect from 1st June 2019 and had obtained the approval of the members by way of passing a special resolution through postal ballot on 21st October 2018 in accordance with Section 196(4) of the Companies Act 2013.

Re-appointment of Chairman and Managing Director

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee has approved the re-appointment of Sri.B.Vijayakumar as Chairman and Managing Director of the Company for a further period of 5 years with effect from January 1 2020. The terms and conditions of his appointment including his remuneration are subject to the approval of the Shareholders in the ensuing Annual General Meeting. The Board of Directors recommends the re-appointment of the Chairman and Managing Director.

Appointment of Independent Director

On recommendation of Nomination and Remuneration Committee the Board appointed Smt. Kanchana Manavalan (Din: 07497403) and Sri.G.D.Rajkumar (00197696) as Additional Directors (Independent) with effect from January 31 2019 & April 29 2019 respectively with an intention to appoint them as the Independent Directors. The Company has received notice(s) from the Members under Section 160 (1) signifying their intention to propose the candidature of Smt. Kanchana Manavalan and Sri.G.D.Rajkumar for the office of Independent Directors.

The Company has also received declaration from the appointee Directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including statutory re-enactment thereof for the time being in force).

The Board of Directors recommends the appointment of the Independent Directors.

Independent Directors Reappointment

Sri.R.Vidhya Shankar (DIN: 00002498)Sri.V.Govindarajulu (DIN: 00016108) and Sri.P.Shanmugasundaram (DIN: 00119411) were appointed as Independent Directors of the Company pursuant to Section 149 of the Companies Act 2013 for the first term of 5 years and will hold office upto August 31 2019. Considering their knowledge expertise and experience in their respective fields and the substantial contribution made by these Directors during their tenure as an Independent Director since their appointment the Nomination & Remuneration Committee and the Board has recommended the re-appointment of these Directors as Independent Directors on the Board of the Company to hold office for the second term of five consecutive years commencing from September 01 2019 upto August 31 2024 and not liable to retire by rotation. The Company has received declaration from all these

Directors that they continue to fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including statutory re-enactment thereof for the time being in force).

In terms of the provisions of Section 160(1) of the Companies Act 2013 the Company has received Notice from a Member signifying his intention to propose the candidature for the reappointment of Sri.V.Govindarajulu Sri.P.Shanmugasundaram and Sri.R.Vidhya Shankar for the office of Independent Directors.

The Board of Directors recommends the re-appointment of the Independent Directors.

Directors liable to retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 Smt.Rajsri Vijayakumar (DIN: 00018244) & Sri. P.Prabakaran (DIN:01709564) Directors being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible they have offered themselves for re-appointment. Necessary resolutions for their re-appointment are included in the Notice of AGM for seeking approval of Members. The Board of Directors recommend their re-appointment for your approval.

CESSATION

Dr.T.Balaji Independent Director of the Company resigned with effect from October 31 2018 due to Inter-locking provisions in terms of amended Regulation 16 of SEBI (LODR) Regulations 2015. Sri.P.Balasubramanian Independent Director of the Company resigned with effect from January 31 2019 due to age factor. The Board places on record its appreciation for the invaluable contributions made by them during their tenure as Independent Directors of the Company.

Other than the above there were no change in the Board of Directors or Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed the following Non-Executive Directors are Independent: Smt.Kanchana Manavalan Sri.G.D.Rajkumar Sri.V. Govindarajulu Sri. P. Shanmugasundaram and Sri. R. Vidhya Shankar

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the audited financial statements of the Company for the year ended on 31st March 2019 the Board of Directors hereby confirms that

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

(b) that such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively;

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance the Directors individually and the Committees of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from Directors covering aspects of the Board's functioning such as adequacy of the Composition of the Board and its Committees execution and performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directors' performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Further the performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the Listing Regulations the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles rights and responsibilities as Independent Directors the working of the Company nature of the industry in which the Company operates business model and so on. The same is also available on the Company website at www.lgb.co.in.

NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors and the said policy have been outlined in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 is annexed to this Report as Annexure - A.

AUDITORS

STATUTORY AUDITORS

M/s. Suri & Co is the statutory auditor of the Company. Its report is a part of the Annual Report. Shareholders of the Company have approved appointment of M/s. Suri & Co as the statutory auditor of the Company for five years i.e. from the conclusion of the 61st Annual General Meeting held on August 30 2018 until the conclusion of the 66th Annual General Meeting. Consequent to the amendments to Companies Act 2013 ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

The Auditors' Report for the financial year 31.03.2019 does not contain any qualification reservation adverse remark or disclaimer.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee the Board of Directors at their meeting dated April 29 2019 appointed Dr. G.L. Sankaran Cost Accountant as Cost Auditor of the Company for the financial year 2019-2020. The Cost Audit Report for the financial year 2018-2019 will be filed within the period stipulated under Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. M.D. Selvaraj of M/s. MDS & Associates Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year ended March 31 2019.

The Secretarial Audit Report for the Financial Year ended 31st March 2019 in Form No. MR-3 is annexed to this Report as Annexure B.

With respect to the observation made by the Secretarial Auditor in his Report for the financial year ended March 31 2019 your Directors wish to state that the Company has made requisite disclosure in respect of creation of pledge on 1600000 equity shares of Rs.10/- each under Regulation 31(1) of SEBI (Substantial acquisition of shares and takeovers) Regulations2011 on 25th January 2019 which was within the stipulated time and the disclosure in the prescribed Form C has not been made separately on the presumption that pledge is not construed as Disposal. However the disclosure in the prescribed Form C pursuant to Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations2015 will be submitted to the Stock Exchange.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended March 31 2019 no Loan under Section 186 of the Companies Act 2013 was given by the Company. In respect of investment loan guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31 2019 AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31 2019 and the date of the report other than those disclosed in this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure - C.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder's value and providing an optimum risk-reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.

For other details regarding the CSR Committee please refer to the corporate governance report which forms part of this report. The policy is available on the website of the Company http://www.lgb.co.in/pdf/ corporatesocial- responsibility-policy.pdf.

FIXED DEPOSITS

As at 31st March 2019 fixed deposits accepted by the Company from public and shareholders aggregated to Rs.  3868.74 Lakhs which are within the limits prescribed under the Companies Act 2013 and the rules framed there under.

With the notification of applicable provisions of the Companies Act 2013 governing deposits with effect from 1st April 2014 approval of shareholders was obtained by way of Special Resolution for inviting/ accepting/ renewing deposits.

The provisions of the Companies Act 2013 also mandate that any Company inviting/ accepting/ renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your Company has obtained a credit rating MAA- for its fixed deposit from ICRA.

The details relating to deposits covered under Chapter V of the 2013 Act are given here under:

Rs.  in Lakhs
Accepted during the year307.76
Remained unpaid or unclaimed as at the end of the yearNil
Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involvedNil
a) At the beginning of the year3868.74
b) Maximum during the year3989.04
c) At the end of the year1727.10
The details of deposits which are not in compliance with the requirements of Chapter V of the ActNA

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL. No Significant and Material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes and policies safeguarding of assets prevention and detection of frauds accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013

Details pursuant to Section 197(12) of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of this Report and are annexed herewith as Annexure - E

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal control procedures commensurate with the nature of its business and size of its operations. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP.

The Company has appointed Internal Auditors to observe the Internal Controls whether the work flow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy Whistle Blower Policy Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS: The Company has three subsidiaries viz. LGB USA INC. (Direct Overseas Subsidiary) GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. There is One Associate Company Viz. M/s. Renold Chain India Private Limited within the meaning of Section 2(6) of the Companies Act 2013 (Act).

Statement containing salient features of financial statements of subsidiaries pursuant to Section 129(3) of the Companies Act 2013 (Act) read with Rule 5 of The Companies (Accounts) Rules2014 is annexed to this Report as Annexure F in the prescribed Form AOC-I.

As per the provisions of Section 136 of the Companies Act 2013 the Company has placed separate audited accounts of its subsidiaries on its website www.lgb.co.in and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf None of the subsidiaries are material subsidiary as per the provisions of SEBI (LODR) Regulations 2015.

ASSOCIATE COMPANY

Your Company has a 25:75 investment agreement with M/s. Renold Holding PLC United Kingdom under the name of M/s. Renold Chain India Private Limited. This Associate Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2018-19 JV achieved sales of Rs.  9822.01 Lakhs (Net of Taxes) against Rs.  8151 Lakhs (Net of Taxes) in 2017-18. Growth in sales and margin improvement has resulted in net profit of Rs.  1254.97 Lakhs as against net profit of Rs.  613 Lakhs in 2017-18.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended March 31 2019 no entity has become or ceased to be the subsidiary joint venture or associate of the Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March 2019.

MANAGEMENT DISCUSSION & ANALYSIS

As per requirements of Listing Regulations a detailed review of the developments in the industry performance of the Company opportunities and risks internal control systems outlook etc. of the Company is given under the head Management Discussion and Analysis Report which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report. A certificate from Practising Company Secretary confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Company's equity shares continue to be listed at National Stock Exchange of India Limited and BSE Limited. We confirm that the Listing fee for the financial year 2019-2020 has been paid to them.

HUMAN RESOURCE

Your Company Firmly believes that employees are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract retain and develop best available talents several programmes are regularly conducted at various levels across the Company.Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules made there under which were notified on 9 December 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.

During the financial year 2018-19 the committee submitted it's Annual Report as prescribed in the said Act and there was no complaint as regards of sexual harassment received by the Committee during the year.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company viz. customers investors banks regulators suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

For and on behalf of the Board of Directors

B. VIJAYAKUMARP. PRABAKARAN
Chairman and Managing DirectorManaging Director
DIN: 00015583DIN : 01709564

Coimbatore 29.04.2019