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L G Balakrishnan & Bros Ltd.

BSE: 500250 Sector: Auto
NSE: LGBBROSLTD ISIN Code: INE337A01034
BSE 00:00 | 14 Jun 390.95 -3.35
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405.95

HIGH

409.00

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NSE 00:00 | 14 Jun 390.85 -3.95
(-1.00%)
OPEN

404.00

HIGH

407.25

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OPEN 405.95
PREVIOUS CLOSE 394.30
VOLUME 56941
52-Week high 412.00
52-Week low 200.00
P/E 8.89
Mkt Cap.(Rs cr) 1,227
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 405.95
CLOSE 394.30
VOLUME 56941
52-Week high 412.00
52-Week low 200.00
P/E 8.89
Mkt Cap.(Rs cr) 1,227
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

L.G. BALAKRISHNAN & BROS LIMITED

Dear Shareholders

Your Directors take pleasure in presenting the Sixty Forth Annual Report of yourCompany together with the audited accounts for the year ended 31st March 2020.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March2020 as compared to the previous year is as below:

Consolidated

Standalone

Particulars 31.03.2020 31-03-2019 31-03-2020 31-03-2019
(Rs in Lakhs) (Rs in Lakhs) (Rs in Lakhs) (Rs in Lakhs)
TOTAL REVENUE 154649.25 169081.74 144793.68 158492.30
Profit before interest depreciation & Tax 18990.94 20988.07 18957.33 20498.45
Less : Interest 1524.08 1125.61 1408.51 1041.73
Depreciation 7865.59 6805.39 7418.28 6397.44
PROFIT BEFORE TAX 9601.27 13057.07 10130.54 13059.28
Add : Exceptional Items 1882.51 1204.97 2524.45 1204.97
Less Provisions for Taxation
Current Income Tax / Mat 3147.18 4252.49 3147.18 4252.49
Deferred Tax (Credit / charge) (675.64) 346.58 (675.64) 346.58
PROFIT AFTER TAX BEFORE SHARE IN PROFIT OF
ASSOCIATE 9012.24 9662.97 10183.45 9665.18
Add : Share in Profit of Associate 116.00 293.44 - -
PROFIT AFTER TAX 9128.24 9956.41 10183.45 9665.18

PERFORMANCE OF THE COMPANY

On consolidated basis revenue from operations and other income for the financial yearunder review were Rs. 154649.26 Lakhs as against Rs.169081.74 Lakhs for the previousfinancial year registering a decrease of 8.53%. The profit before tax and exceptional itemwas Rs.9601.27 Lakhs and the profit after tax after share of profit of Associate was Rs.9128.24 Lakhs for the financial year under review as against Rs. 13057.07 Lakhs and Rs.9956.41 Lakhs respectively for the previous financial year.

On standalone basis revenue from operations and other income for the financial yearunder review were Rs.144793.68 lakhs as against Rs. 158492.30 Lakhs for the previousfinancial year registering a decrease of 8.64%. The profit before tax and exceptional itemwas Rs.10130.54 Lakhs and the profit after tax was Rs. 10183.45 Lakhs for the financialyear under review as against Rs. 13059.28 Lakhs and Rs. 9665.18 Lakhs respectively forthe previous financial year.

There is decline in revenue and earnings before interest taxes depreciation andamortisation (EBITDA) during the year 2019-2020 due to the national lockdown to containthe outbreak of COVID-19 during the last 10 days of March.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 7500 Lakhs to the General Reserve out ofthe amount available for appropriations and the remaining amount of Rs. 4888.33 Lakhs hasbeen retained in the Profit and Loss Account.

DIVIDEND

Pursuant to the approval of the Board of Directors on February 21 2020 your Companyhad paid an interim dividend of Rs.5/- per equity share of face value of Rs.10/- eachamounting to Rs. 1892.26 Lakhs (inclusive of tax) to those shareholders who were on theregister of members as on March 06 2020 being the record date fixed for this purpose.Accordingly the Board do not recommend any final dividend and the interim dividend paidbe confirmed as final dividend for the year ended March 31 2020.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act 2013 read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') mandatesthat the dividends that remains unpaid/ unclaimed for a period of seven years shall betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. During the FY 2019-20 the Company has transferred a sum of Rs.851829being the unclaimed dividend relating to the FY 2011-12 and the corresponding 3339 equityshares to the Investor Education and Protection Fund within the due dates and compliedwith the provisions of the Act. The unclaimed dividend relating to the financial year2012-13 will be transferred to the IEPF within the time limit prescribed under the saidprovisions of the Act. Shareholders who have not encashed their dividend warrant(s)relating to the financial year 2012-13 are requested to make their claim immediately tothe Registrars & Transfer Agents i.e. M/s.Cameo Corporate Services Limited.

The Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany and the corresponding shares on the website of the Company www.lgb.co.in. Thesame are also available on the website of the Ministry of Corporate Affairswww.mca.gov.in.

SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2020 wasRs.470000000/- comprising of 47000000 equity shares of Rs.10/- each. The issuedsubscribed and paid-up equity share capital as on 31st March 2020 was Rs.313924160/-comprising of 31392416 equity shares of Rs.10/- each.

There was no public issue rights issue bonus issue or preferential issue etc.during the year under review. The Company has not issued shares with differential votingrights sweat equity shares neither has it granted any employee stock options nor issuedany convertible securities.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Board had met five times. A detailed update on theBoard its composition and attendance of the Directors at each meeting is provided in theCorporate Governance Report.

The Board has constituted four committees namely Audit Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee and Stakeholders'Relationship Committee All recommendations made by the Committees of Board including theAudit Committee were accepted by the Board.

A detailed charter including terms of reference of various Board constitutedCommittees number of Committee meetings held during the financial year 2019-2020 andattendance of members at each meeting forms part of the Corporate Governance Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors and its Committees' and 'GeneralMeetings' respectively.

DIRECTOR & KEY MANAGERIAL PERSONNEL Directors liable to retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013 Sri.V.Rajvirdhan(DIN 00156787) and Sri.S.Sivakumar (DIN: 00016040) Directors being longest in the officeare liable to retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible they have offered themselves for reappointment. Necessary agenda for theirre-appointment are included in the Notice of AGM for seeking approval of Members. TheBoard of Directors recommend their reappointment for your approval.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors has received declarations from all the Independent Directors ofthe Company confirming that they meet with criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and under Regulation16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations"). During the yearIndependent Directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees and reimbursement of expenses incurred by them forthe purpose of attending meetings of the Board of Directors and Committee(s). The detailsof remuneration and/ or other benefits of the Independent Directors are mentioned in theCorporate Governance Report.

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 2020 the Board ofDirectors hereby confirms that (a) in the preparation of the annual accounts theapplicable accounting standards have been followed and there are no material departures;(b) that such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period; (c) proper and sufficient care was takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) the annual accounts of the Company have beenprepared on a going concern basis; (e) internal financial controls have been laid down tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; (f) proper system have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ANNUAL BOARD VALUATION

The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Directors pursuant to the requirements of the Companies Act 2013 ListingRegulations and as per the Guidance Note issued by SEBI. Further the IndependentDirectors at their exclusive meeting held during the year reviewed the performance ofthe Board as a whole its Chairman and Non-Executive Non-Independent Directors and otheritems as stipulated under the Listing Regulations. The criteria of evaluation has beenexplained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMMES

The Company has put in place an induction and familiarisation programme for all itsDirectors including the Independent Directors. The familiarisation programme forIndependent Directors in terms of provisions of Regulation 46(2)(i) of ListingRegulations is uploaded on the website of the Company www.lgb.co.in.

NOMINATION AND REMUNERATION POLICY

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

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 as required under Section 92(3) of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 isgiven in 'Annexure A' which is Annexed hereto and forms a part of the Board's Report.

AUDITORS

STATUTORY AUDITORS

M/s. Suri & Co Chartered Accountants (Firm Registration No. 004283S) is thestatutory auditor of the Company. Its report is a part of the Annual Report.

Shareholders of the Company have approved the appointment of M/s. Suri & Co as thestatutory auditor of the Company for five consecutive years i.e. from the conclusion ofthe 62nd Annual General Meeting held on August 30 2018 until the conclusion of the 66thAnnual General Meeting. Consequent to the amendments to Companies Act 2013 ratificationof appointment of the statutory auditor at every Annual General Meeting is no longerrequired. The Company has obtained a certificate from the statutory auditors to the effectthat their appointment would be in accordance with the provisions of section 141 of theCompanies Act 2013.

Further there are no qualifications reservations or adverse remarks or disclaimersmade by M/s. Suri & Co. the statutory auditors in their report for the year endedMarch 31 2020.

COST AUDITOR & MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withnotifications/ circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated 5th June 2020 appointed Dr. G.L. Sankaran Cost Accountant as Cost Auditor of theCompany for the financial year 2020-2021. Pursuant to Section 148 of the Companies Act2013 read with Rule 14 of the Companies (Accounts) Rules 2014 the remuneration payableto the Cost Auditors is subject to the ratification by the shareholders at the ensuingannual general meeting. Necessary resolution has been included in the notice of theensuing annual general meeting for the approval of the members. The Board recommends theratification of their remuneration. The Cost Audit Report for the financial year 2019-2020will be filed within the period stipulated under Companies Act 2013.

The Company has made and maintained cost records as prescribed by the CentralGovernment under Section 148 of the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany engaged the services of Mr. M.D. Selvaraj FCS of M/s. MDS & AssociatesCompany Secretaries Coimbatore to conduct the Secretarial Audit of the Company for thefinancial year ended 31st March 2020. The Secretarial Audit Report (Form MR - 3) isattached as Annexure B to this Directors' Report. With respect to the observations made bythe Secretarial Auditor in his report your Directors wish to reply as below:

Secretarial Auditor's Observation Reply to the observation
The market purchase of the equity shares of the Company by one of the entities belonging to the promoter group and the market sale of the invocation and creation of pledge on the equity shares of the Company by one of the promoter directors during the period from "24th March 2020 to 31st March 2020" were belatedly reported to the Stock Exchange(s) under Regulation 7(2)(b) of the SEBI (Prohibition of Insider Trading) Regulations 2015 on 16th May 2020 and 20th May 2020 respectively. The delay in submission of disclosure(s) to the Stock Exchange(s) under Regulation 7(2)(b) of the SEBI (Prohibition of Insider Trading) Regulations 2015 were caused due to the temporary closure of the Company in accordance with the directives / guidelines issued by the Central and State Government(s) on account of the ongoing pandemic of COVID-19. The belated reporting was neither willful nor intentional and it was due to the situation beyond the control of the Company.

PARTICULARS OF LOANS GUARANTEES OR RELATED PARTY TRANSACTIONS

INVESTMENTS BY COMPANY

During the financial year ended March 31 2020 no loan or guarantee or security underSection 186 of the Companies Act 2013 were given by the Company. The details of theinvestments made during the year under review and the investments made in earlier yearshas been disclosed under the relevant notes to standalone financial statements.

All Related Party Transaction (RPTs) entered during the financial year were on an arm'slength basis and in the ordinary course of business. In compliance with applicableprovisions of the Act and Listing Regulations for the RPTs which are foreseen andrepetitive in nature Omnibus Approval of the Audit Committee is obtained at the beginningof the financial year as per the RPT policy of the Company. All the RPTs affected duringthe year are disclosed in the notes to Financial Statements.

There are no materially significant RPTs made by the Company which have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required.

COVID-19

In order to contain the spread of the novel Corona Virus Disease ('COVID-19') and inline with the nationwide lockdown and other directives announced by the Central and theState Governments the administrative offices and the manufacturing facilities of theCompany situated at various States viz. Haryana Maharashtra Uttarakhand and Rajasthanwere closed from 24th March 2020 and in the State of Tamil Nadu and Karnataka were closedfrom 25th March 2020. The said closure(s) of manufacturing facilities have adverselyaffected the operations of the Company but howsoever the same does not affect theCompany's ability to meet out its debt and other financial commitments.

The Company have obtained requisite permissions from the local authorities and resumedthe operations at its various manufacturing facilities from 15th May 2020 onwards in aphased manner. The Company have implemented all necessary standard operating proceduresincluding physical distancing sanitization fumigation and other health and safety norms/ guidelines / directives issued by the Central and State Governments from time to timein the factories administrative & registered office spaces to minimize the healthrisk and to ensure the well-being of its employees and to ensure the smooth functioning ofthe operations.

The availability of labour coupled with uncertain and frequently changing situationprevailing due to the COVID-19 pandemic and the unpredictable market conditions continuesto pose challenges. However the Company and its management are confident to manage thecrisis and the overall business operations is expected to evolve over a period of time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2020 AND THE DATE OF THE REPORT

In view of the Government Directive to prevent and contain the spread of COVID-19 andto ensure safety and well being of employees and stakeholders the operations of theCompany at all the plants and offices were closed from 25th March 2020 and opened instaggened phases at some places.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts of Companies) Rules 2014 are set out in an"Annexure-C" to this report.

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

At LGB we consider it as our responsibility to support underprivileged people to livea life with dignity and quality. LGB undertake its CSR activities primarily in qualityhealth education and skilling. A detailed report on LGB's various CSR initiatives hasbeen annexed in the Report as "Annexure - D". The CSR Policy is available on thewebsite http://www.lgb.co.in/pdf/corporatesocial-responsibility-policy.pdf of the Company.

The composition of the Corporate Social Responsibility Committee and the details of themeetings held during the year are disclosed in the Corporate Governance Report.

FIXED DEPOSITS

As at 31st March 2020 fixed deposits accepted by the Company from public andshareholders aggregated to Rs. 1340.51 Lakhs which are within the limits prescribedunder the Companies Act 2013 and the rules framed there under.

With the notification of applicable provisions of the Companies Act 2013 governingdeposits with effect from 1st April 2014 approval of shareholders was obtained by wayof 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 creditrating agency. Your Company has obtained a credit rating "MAA" for its fixeddeposit from ICRA.

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

Rs In Lakhs
Accepted during the year 230.38
Remained unpaid or unclaimed as at the end of the year Nil
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 involved Nil
a) At the beginning of the year 1727.10
b) Maximum during the year 1733.10
c) At the end of the year 1340.51
The details of deposits which are not in compliance with the requirements of Chapter V of the Act NA

In accordance with Rule 16A of the Companies (Acceptance of Deposits) Rules 2014 themonies received from the Directors if any has been disclosed under relevant notes to thefinancial statements.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

The Directors and Management confirm that the Internal Financial Controls (IFC) areadequate with respect to the operations of the Company. A report of Auditors pursuant toSection 143(3) (i) of the Companies Act 2013 certifying the adequacy of InternalFinancial 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 thisReport and are annexed herewith as "Annexure - E"

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Company has appointed Internal Auditors to observe the Internal Controls whetherthe 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 willpresent the Internal Audit Report and Management Comments on the Internal Auditobservations; The Board of Directors of the Company have adopted various policies likeRelated Party Transactions Policy Whistle Blower Policy Policy to determine MaterialSubsidiaries and such other procedures for ensuring the orderly and efficient conduct ofits business for safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

SUBSIDIARY COMPANIES JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS: As perthe provisions of Section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of subsidiary companies/ associate companies/joint ventures isdetailed in Form AOC-1 and is in Annexure-F to this Report.

During the year the following are the changes in the subsidiaries of the Company: TheCompany has three subsidiaries viz. LGB USA INC. (Direct Overseas Subsidiary) GFMAcquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. Statement containingsalient features of financial statements of subsidiaries pursuant to Section 129(3) of theCompanies Act 2013 (Act) read with Rule 5 of The Companies (Accounts) Rules2014 isannexed to this Report as "Annexure F" in the prescribed Form AOC-1. As per theprovisions of Section 136 of the Companies Act 2013 the Company has placed separateaudited accounts of its subsidiaries on its website www.lgb.co.in and copy of separateaudited financial statements of its subsidiaries will be provided to the shareholders attheir request. The Company has laid down policy on Material subsidiary and the same isplaced on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf Noneof the subsidiaries are material subsidiary as per the provisions of SEBI (LODR)Regulations 2015.

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

During the year under review your Company sold entire shareholding in erstwhileassociate ie. M/s.Renold Chain India Private Limited. No other Company has become orceased to be a subsidiary associate or joint venture of the Company during the year.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2020.

MANAGEMENT DISCUSSION & ANALYSIS

As per requirements of Listing Regulations a detailed review of the developments inthe industry performance of the Company opportunities and risks internal controlsystems outlook etc. of the Company is given under the head Management Discussion andAnalysis Report which forms part of this Annual Report as "Annexure G".

CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Report onCorporate Governance as stipulated under Listing Regulations forms an integral part ofthis Annual Report. The requiste certificate from Mr. M.D. Selvaraj of M/s. MDS &Associates Company Secretaries is attached to the Report on Corporate Governance asAnnexure H.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the CompaniesAct 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 underthe provisions of Section 177(8) of the Companies Act 2013 are given in the CorporateGovernance Report which forms part of this annual report. During the year under reviewthe Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. Thepurpose of the policy is to enable any person (employees customers or vendors) to raiseconcerns regarding unacceptable improper practices and/or any unethical practices in theorganisation without the knowledge of the management. All employees shall be protectedfrom any adverse action for reporting any unacceptable or improper practice and/ or anyunethical practice fraud or violation of any law rule or regulation. This policy is alsoapplicable to the Directors of the Company.

LISTING OF EQUITY SHARES

The Company's equity shares continue to be listed at National Stock Exchange of IndiaLimited and BSE Limited. We confirm that the Listing fee for the financial year 2020-2021has been paid to them.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regualtion 34 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015detailing the various intiatives taken by your Company on the environmental social andgovernance front form as integral part of this report as Annexure I.

HUMAN RESOURCE

Your Company Firmly believes that employees are its most valued resource and theirefficiency plays a key role in achieving defined goals and building a competitive workenvironment. Many initiatives have been taken to support business through organizationalefficiency process change support and various employee engagement programmes which hashelped the Organization achieve higher productivity levels. In its pursuit to attractretain and develop best available talents several programmes are regularly conducted atvarious levels across the Company. Employee relations continued to be cordial andharmonious across all levels and at all the units of the Company.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company gives prime importance to the dignity and respect of its employeesirrespective of their gender or hierarchy and expects responsible conduct and behaviour onthe part of employees at all levels. Providing a safe and congenial work environment forall employees is an integral part of the Company's Code of Conduct.

In compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder your Companyhas adopted a policy on Prevention of Sexual Harassment at Workplace. During the financialyear 2019-20 the committee submitted its Annual Report as prescribed in the said Act andthere was no complaint of sexual harassment received during the financial year 2019-2020.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positiveco-operation received from the Government Authorities Financial Institutions Bankers andall its Stakeholders and Customers

Coimbatore 05.06.2020

For and on behalf of the Board of Directors
B. VIJAYAKUMAR P. PRABAKARAN
Chairman and Managing Director Managing Director
DIN: 00015583 DIN : 01709564

EXTRACT OF ANNUAL RETURN as on the financial year ended 31.03.2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

FORM NO. MGT – 9

I. REGISTRATION AND OTHER DETAILS:
i) CIN L29191TZ1956PLC000257
ii) Registration Date 24/03/1956
iii) Name of the Company L.G.BALAKRISHNAN & BROS LIMITED
iv) Category / Sub-Category of the company Company having Share Capital/Non-Govt. Company
v) Address of the Registered office and contact details 6/16/13 Krishnarayapuram Road Ganapathy Post Coimbatore – 641 006
Tel: 0422-2532325 Fax: 0422 - 2532333
vi) Whether listed company Yes / No Yes
vii) Name Address and contact details of M/s.Cameo Corporate Services Limited
Registrar and Transfer Agent if any "Subramanian Building" No.1 Club House Road
Chennai – 600 002
Phone No. 044 - 28460390

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

SI. No Name and Description of main products / services NIC Code of the Products/ Service % to total turnover of the Company
1. Transmission 2814 77.03%
2. Metal Forming 2592 22.97%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:-

No the Company Subsidiary/ Associate Shares held Section
1. LGB USA INC. 1209 Orange Street Foreign Company Subsidiary 95.28% 2(87)
City of Wilmington Country of New Castle Delware 19801
2. GFM Accquistion LLC 15585 Stungeon Street Foreign Company Stepdown Subsidiary Holding by LGB USA 2(87)
Roseville Michigan 48066 98.00%
3. GFM LLC 15585 Stungeon Street Foreign Company Stepdown Holding by 2(87)
Roseville Michigan 48066 Subsidiary GFM Accq- uistion
LLC 100%

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i)Category-wise Share Holding

Code Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

Category Demat Physical Total % Total

Demat

Physical Total % Total Shares during % Change the year
(A) Promoter
(1) Indian
(a) Individuals/ HUF 12035600 0 12035600 38.34 11653493 0 11653493 37.12 -1.22
(b) Central Government /
State Government(s) - - - - - - - - -
(c) Bodies Corporate 3024706 - 3024706 9.63 3219905 - 3219905 10.26 0.63
(d) Financial Institutions /Banks
(e) Any Other (specify)
Sub-Total (A)(1) 15060306 - 15060306 47.97 14873398 - 14873398 47.38 -0.59
(2) Foreign
(a) NRI - Individuals - - - - - - - - -
(b) Other Individual - - - - - - - - -
(c) Bodies Corporate - - - - - - - - -
(d) Bank / FI - - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
Sub-Total (A)(2) - - - - - - - - -
Total Shareholding of Promoter
(A)= (A)(1)+(A)(2) 15060306 - 15060306 47.97 14873398 - 14873398 47.38 -0.59
(B) Public shareholding
(1) Institutions
(a) Mutual Funds 4457165 - 4457165 14.20 4756728 - 4756728 15.15 0.95
(b) Banks / FI 42011 8 42019 0.13 31464 8 31472 0.10 -0.03
(c) Central Government - - - - - - - - -
(d) State Government(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) FIIs 1200 - 1200 0.00 1200 - 1200 0.00 0.00
(h) Foreign Portfolio Investors 175002 - 175002 0.56 150878 - 150878 0.48 -0.08
(h) Foreign Venture Capital Funds - - - - -
(i) Alternate Investment Funds 768175 - 768175 2.45 820195 - 820195 2.61 0.16
Sub-Total (B)(1) 5443553 8 5443561 17.34 5760465 8 5760473 18.35 1.00
(2) Non-institutions
(a) Bodies Corporate
(i) Indian 396478 5328 401806 1.28 475408 5328 480736 1.53 0.25
(ii) Overseas - - - - - - - - -
(b) Individuals
(i) Individual shareholders holding nominal share capital up to
Rs 1 lakh. 5715864 603543 6319407 20.13 5788811 563393 6352204 20.23 0.10
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh. 3298359 100400 3398759 10.83 3089662 71000 3160662 10.07 -0.76
(c) Qualified Foreign Investor - - - - - - - - -
(d) Any Other (specify)
NRIs/OCBs 253740 8418 262158 0.84 265873 7320 273193 0.87 0.03
Clearing Member 8058 - 8058 0.03 40055 - 40055 0.13 0.10
Directors & Relatives 113620 800 114420 0.36 77804 800 78604 0.25 -0.11
IEPF 45364 - 45364 0.14 48703 - 48703 0.16 0.02
Hindu Undivided Families 326437 - 326437 1.04 312248 - 312248 0.99 -0.05
Trusts 12140 - 12140 0.04 12140 - 12140 0.04 -
Sub-Total (B)(2) 10170060 718489 10888549 34.69 10110704 647841 10758545 34.27 -0.42
Total Public Shareholding
(B)= (B)(1)+(B)(2) 15613613 718497 16332110 52.03 15871169 647849 16519018 52.62 0.59
(C) Shares held by Custodians
for GDRs & ADRs - - - - - - - - -
GRAND TOTAL (A)+(B)+(C) 30673919 718497 31392416 100.00 30744567 647849 31392416 100.00 -

ii)Shareholding of Promoters

No. of Shares held at the beginning of the year 01.04.2019

No. of Shares held at the end of the year31.03.2020

S. No. Shareholders Name No. of Shares % of total Share of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total Share of the Company % of Shares Pledged / encumbered to total shares % change in share holding during the year
1 B.Vijayakumar 5014000 15.97 - 5014000 15.97 - -
2 Vijayshree Vijayakumar 35624 0.11 - 35624 0.11 - -
3 V.Rajsri 2179152 6.94 - 2179152 6.94 - -
4 V.Rajvirdhan 4397172 14.01 5.10 4010372 12.77 10.42 -1.24
5 K.Arjun 204848 0.65 - 209541 0.67 - 0.02
6 K.Nithin 204800 0.65 - 204800 0.65 - -
7 Rajiv Parthasarathy 4 - - 4 - - -
8 ELGI Automotive Services Private Ltd 80000 0.25 - 80000 0.25 - -
9 LGB Auto Products Pvt Ltd 1750000 5.58 - 1750000 5.58 - -
10 LG Farm Products Pvt Ltd 800000 2.55 - 800000 2.55 - -
11 Super Speeds Private Ltd 50000 0.16 - 50000 0.16 - -
12 LG Sports Private Ltd 197506 0.63 - 382000 1.22 - 0.59
13 Super Transports Pvt Ltd 140000 0.45 - 140000 0.45 - -
14 Silent Chain India Pvt Ltd 7200 0.02 - 7200 0.02 - -
15 Tribe Investments and Services
Private Limited - - - 10705 0.03 - 0.03
Total 15060306 47.97 5.10 14873398 47.38 10.42 0.59

iii) Change in Promoters' shareholding (Please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Name of the Shareholder No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 B Vijayakumar
At the beginning of the year 5014000 15.97 5014000 15.97
At the end of the year 5014000 15.97 5014000 15.97
2 Vijayshree Vijayakumar
At the beginning of the year 35624 0.11 35624 0.11
At the end of the year 35624 0.11 35624 0.11
3 V Rajsri
At the beginning of the year 2179152 6.94 2179152 6.94
At the end of the year 2179152 6.94 2179152 6.94
4 V.Rajvirdhan
At the beginning of the year 4397172 14.01 4397172 14.01
Sale of shares as on 17.09.2019 10000 0.03 4387172 13.98
Sale of shares as on 18.09.2019 10000 0.03 4377172 13.94
Sale of shares as on 23.09.2019 313 0.00 4376859 13.94
Sale of shares as on 04.11.2019 20000 0.06 4356859 13.88
Sale of shares as on 05.11.2019 41000 0.13 4315859 13.75
Sale of shares as on 28.11.2019 1341 0.01 4314518 13.74
Sale of shares as on 05.12.2019 2620 0.01 4311898 13.74
Sale of shares as on 10.12.2019 1105 0.00 4310793 13.73
Sale of shares as on 11.12.2019 3634 0.01 4307159 13.72
Sale of shares as on 13.12.2019 3273 0.01 4303886 13.71
Sale of shares as on 16.12.2019 3332 0.01 4300554 13.70
Sale of shares as on 18.12.2019 32015 0.10 4268539 13.60
Sale of shares as on 23.12.2019 25000 0.08 4243539 13.52
Sale of shares as on 24.12.2019 26000 0.08 4217539 13.43
Sale of shares as on 26.12.2019 4040 0.01 4213499 13.42
Sale of shares as on 03.02.2020 10000 0.03 4203499 13.39
Sale of shares as on 04.02.2020 25000 0.08 4178499 13.31
Sale of shares as on 06.02.2020 1000 0.00 4177499 13.31
Sale of shares as on 26.02.2020 20000 0.06 4157499 13.24
Sale of shares as on 27.02.2020 20000 0.06 4137499 13.18
Sale of shares as on 28.02.2020 6296 0.02 4131203 13.16
Sale of shares as on 02.03.2020 10000 0.03 4121203 13.13
Sale of shares as on 03.03.2020 20000 0.06 4101203 13.06
Sale of shares as on 11.03.2020 25000 0.08 4076203 12.98
Sale of shares as on 17.03.2020 1000 0.00 4075203 12.98
Sale of shares as on 18.03.2020 1000 0.00 4074203 12.98
Sale of shares as on 19.03.2020 5000 0.02 4069203 12.96
Sale of shares as on 24.03.2020 10000 0.03 4059203 12.93
Sale of shares as on 24.03.2020* 48831 0.16 4010372 12.77
5 Arjun Karivardhan
At the beginning of the year 204848 0.65 204848 0.65
Purchase of Shares as on 09.08.2019 2443 0.01 207291 0.66
Purchase of Shares as on 21.08.2019 2250 0.01 209541 0.67
At the end of the year 209541 0.67 209541 0.67
6 K Nithin
At the beginning of the year 204800 0.65 204800 0.65
At the end of the year 204800 0.65 204800 0.65
7 Rajiv Parthasarathy
At the beginning of the year 4 0.00 4 0.00
At the end of the year 4 0.00 4 0.00
8 ELGI Automotive Services Private Limited
At the beginning of the year 80000 0.25 80000 0.25
At the end of the year 80000 0.25 80000 0.25
9 LGB Auto Products Private Limited
At the beginning of the year 1750000 5.57 1750000 5.57
At the end of the year 1750000 5.57 1750000 5.57
10 LG Farm Products Private Limited
At the beginning of the year 800000 2.55 800000 2.55
At the end of the year 800000 2.55 800000 2.55
11 Super Speeds Private Limited
At the beginning of the year 50000 0.16 50000 0.16
At the end of the year 50000 0.16 50000 0.16
12 LG Sports Private Limited
At the beginning of the year 197506 0.63 197506 0.63
Purchase of Shares as on 18.06.2019 7250 0.02 204756 0.65
Purchase of Shares as on 19.06.2019 2984 0.01 207740 0.66
Purchase of Shares as on 20.06.2019 2260 0.01 210000 0.67
Purchase of Shares as on 24.06.2019 1200 0.00 211200 0.67
Purchase of Shares as on 25.06.2019 1300 0.00 212500 0.68
Purchase of Shares as on 26.06.2019 900 0.00 213400 0.68
Purchase of Shares as on 27.06.2019 800 0.00 214200 0.68
Purchase of Shares as on 28.06.2019 800 0.00 215000 0.68
Purchase of Shares as on 14.08.2019 15000 0.05 230000 0.73
Purchase of Shares as on 16.08.2019 6000 0.02 236000 0.75
Purchase of Shares as on 19.08.2019 7500 0.02 243500 0.78
Purchase of Shares as on 20.08.2019 1000 0.00 244500 0.78
Purchase of Shares as on 21.08.2019 2500 0.01 247000 0.79
Purchase of Shares as on 22.08.2019 1500 0.00 248500 0.79
Purchase of Shares as on 23.08.2019 1400 0.00 249900 0.80
Purchase of Shares as on 26.08.2019 3600 0.01 253500 0.81
Purchase of Shares as on 27.08.2019 1200 0.00 254700 0.81
Purchase of Shares as on 28.08.2019 1000 0.00 255700 0.81
Purchase of Shares as on 29.08.2019 2000 0.01 257700 0.82
Purchase of Shares as on 30.08.2019 1000 0.00 258700 0.82
Purchase of Shares as on 03.09.2019 1050 0.00 259750 0.83
Purchase of Shares as on 04.09.2019 2350 0.01 262100 0.83
Purchase of Shares as on 05.09.2019 1000 0.00 263100 0.84
Purchase of Shares as on 06.06.2019 1900 0.01 265000 0.84
Purchase of Shares as on 09.09.2019 1000 0.00 266000 0.85
Purchase of Shares as on 11.09.2019 1000 0.00 267000 0.85
Purchase of Shares as on 12.09.2019 1000 0.00 268000 0.85
Purchase of Shares as on 13.09.2019 400 0.00 268400 0.85
Purchase of Shares as on 16.09.2019 600 0.00 269000 0.86
Purchase of Shares as on 19.09.2019 25000 0.08 294000 0.94
Purchase of Shares as on 24.09.2019 3173 0.01 297173 0.95
Purchase of Shares as on 25.09.2019 1327 0.00 298500 0.95
Purchase of Shares as on 26.09.2019 1500 0.00 300000 0.96
Purchase of Shares as on 12.03.2020 1171 0.00 301171 0.96
Purchase of Shares as on 13.03.2020 2683 0.01 303854 0.97
Purchase of Shares as on 16.03.2020 3388 0.01 307242 0.98
Purchase of Shares as on 18.03.2020 10758 0.03 318000 1.01
Purchase of Shares as on 19.03.2020 18358 0.06 336358 1.07
Purchase of Shares as on 23.03.2020 10642 0.03 347000 1.10
Purchase of Shares as on 24.03.2020 35000 0.16 382000 1.22
At the end of the year 382000 1.22 382000 1.22
13 Super Transports Private Limited
At the beginning of the year 140000 0.44 140000 0.44
At the end of the year 140000 0.44 140000 0.44
14 Silent Chain India Private Limited
At the beginning of the year 7200 0.02 7200 0.02
At the end of the year 7200 0.02 7200 0.02
15 Tribe Investment & Services Private Limited
At the beginning of the year 0 0.00 0.00 0.00
Purchase of Shares as on 27.02.2020 2000 0.01 2000 0.01
Purchase of Shares as on 13.03.2020 4000 0.01 6000 0.02
Purchase of Shares as on 13.03.2020 500 0.00 6500 0.02
Purchase of Shares as on 13.03.2020 1205 0.00 7705 0.02
Purchase of Shares as on 16.03.2020 1000 0.01 8705 0.03
Purchase of Shares as on 19.03.2020 2000 0.01 10705 0.03
At the end of the year 10705 0.03 10705 0.03

iv) Shareholding Pattern of Top Ten Shareholders (Other than directors Promoters andHolders of GDRs and ADRs)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Name of the Shareholder No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Reliance Capital Trustee Co. Ltd-A/C
Reliance Small Cap Fund
At the beginning of the year 2100798 6.69 2100798 6.69
Purchase 30-Aug-2019 1508 0.00 2102306 6.70
Sale 03-Jan-2020 -57847 0.18 2044459 6.51
Purchase 17-Jan-2020 10409 0.03 2054868 6.55
At the end of the Year 31-Mar-2020 2054868 6.55 2054868 6.55
2 HDFC Smallcap Fund
At the beginning of the year 30-Mar-2019 1378682 4.39 1378682 4.39
Purchase 26-Jul-2019 1200 0.00 1379882 4.40
Purchase 02-Aug-2019 98400 0.31 1478282 4.71
Purchase 09-Aug-2019 102750 0.33 1581032 5.04
Purchase 16-Aug-2019 11490 0.04 1592522 5.07
Purchase 30-Aug-2019 98500 0.31 1691022 5.39
Purchase 13-Sep-2019 274172 0.87 1965194 6.26
Purchase 20-Sep-2019 39700 0.13 2004894 6.39
Purchase 27-Sep-2019 2000 0.01 2006894 6.39
At the end of the Year 31-Mar-2020 2006894 6.39 2006894 6.39
3 Sundaram Mutual fund A/c Sundaram
Smallcap Fund
At the beginning of the year 611272 1.95 611272 1.95
Purchase 20-Mar-2020 2000 0.01 613272 1.95
At the end of the Year 613272 1.95 613272 1.95
4 SUNDARAM ALTERNATIVE OPPORTUNITIES
FUND - NANO CAP SERIES I
At the beginning of the year 554740 1.77 554740 1.77
Sale 13-Sep-2019 -73319 0.23 481421 1.53
At the end of the Year 481421 1.53 481421 1.53
5 B V Educational Foundation
At the beginning of the year 411000 1.31 411000 1.31
At the end of the Year 411000 1.31 411000 1.31
6 B V Medical Foundation
At the beginning of the year 314000 1.00 314000 1.00
At the end of the year 314000 1.00 314000 1.00
7 Sundaram Alternative Opportunities
Fund - Nano Cap Series II
At the beginning of the year 186000 0.59 186000 0.59
Sale 13-Sep-2019 -27486 0.09 158514 0.50
At the end of the Year 158514 0.50 158514 0.50
8 R Srinivasan
At the beginning of the year 291950 0.93 291950 0.93
At the end of the Year 291950 0.93 291950 0.93
9 Nozer Jasi Shroff
At the beginning of the year 120000 0.38 120000 0.38
At the end of the Year 120000 0.38 120000 0.38
10 Shelly Desai
At the beginning of the year 95089 0.30 95089 0.30
Purchase 26-Jul-2019 86500 0.28 181589 0.58
At the end of the Year 181589 0.58 181589 0.58
11 Trustline Deep Alpha AIF
At the beginning of the year 0 0.00 0 0.00
Purchase 03-Jan-2020 35000 0.11 35000 0.11
Purchase 24-Jan-2020 7500 0.02 42500 0.14
Purchase 31-Jan-2020 15000 0.05 57500 0.18
Purchase 07-Feb-2020 11500 0.04 69000 0.22
Purchase 14-Feb-2020 7000 0.02 76000 0.24
Purchase 21-Feb-2020 1670 0.01 77670 0.25
Purchase 28-Feb-2020 12432 0.04 90102 0.29
Purchase 06-Mar-2020 29508 0.09 119610 0.38
Purchase 13-Mar-2020 8500 0.03 128110 0.41
Purchase 20-Mar-2020 11200 0.04 139310 0.44
Purchase 27-Mar-2020 4800 0.02 144110 0.46
At the end of the Year 144110 0.46 144110 0.46
12 Vanaja Sundar Iyer JT1 : Sundar Iyer **
At the beginning of the year 313921 1.00 313921 1.00
Sale 05-Apr-2019 -8640 0.03 305281 0.97
Sale 26-Apr-2019 -22426 0.07 282855 0.90
Sale 24-May-2019 -10487 0.03 272368 0.87
Sale 02-Aug-2019 -172000 0.55 100368 0.32
Sale 31-Dec-2019 -100368 0.32 0 0.00
At the end of the Year 0 0.00 0 0.00

** Ceased to be on the list of Top 10 Shareholders as on 31.03.2020

The same is reflected above since the Shareholder was one of the Top 10 Shareholders ason 31.03.2019 v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of Company No. of Shares % of total shares of Company
Sri.B.Vijayakumar 5014000 15.97 5014000 15.97
Sri P Prabakaran 800 0.00 3201 0.01
Smt V Rajsri 2179152 6.94 2179152 6.94
Sri V Rajvirdhan 4397172 14.01 4010372 12.77
Sri S Sivakumar 2010 0.01 1194 0.00
Sri V Govindarajulu 0 0.00 0 0
Sri P Shanmugasundaram 0 0.00 0 0
Sri R Vidhya Shankar 0 0.00 0 0
Smt Kanchana Manavalan 516 0.00 516 0
Sri G D Rajkumar 0 0 0 0
Sri.N.Rengaraj Chief Financial Officer 1200 0.00 1200 0.00
Sri.M.Lakshmikanth Joshi General Manager
(Legal) and Company Secretary 0 0.00 0 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 14991.26 3323.00 1727.10 20041.36
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 50.25 - 32.43 82.68
Total (i+ii+iii) 115041.51 3323.00 1759.53 20124.04
Change in Indebtedness during the financial year
Addition 439.02 3664.00 230.38 4333.40
Reduction 7131.94 6242.00 616.97 13990.91
Net Change (6692.92) (2578.00) (386.59) (9657.51)
Indebtedness at the end of the financial year
i) Principal Amount 18298.34 745.00 1340.51 10383.85
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 37.89 20.90 37.13 95.92
Total (i+ii+iii) 8336.23 765.90 1377.64 10479.77

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and / or Manager:

Rs in Lakhs
Sl. No Particulars of Remuneration Sri. B. Vijayakumar Chairman and Managing Director Sri. P. Prabakaran Managing Director Total
Gross Salary
1 (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 110.54 72.80 183.34
(b) Value of perquisites under Section 17(2) Income Tax Act 1961 - - -
(c) Profits in lieu of salary under Section 17(3) Income Tax Act 1961 - - -
2. Stock Options - - -
3 Sweat Equity - - -
4 Commission 219.96 54.99 274.95
- as % of profit
- others specify -
5 Others please specify i. Deferred bonus (pertaining to the current Financial year payable in 2018)ii. Retirals - - -
Total (A) 330.50 127.79 458.29

Note : Remuneration shown above includes salary allowances (based on receipt)companies contribution to Provident fund.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other Directors:

1. Independent Directors

Rs in Lakhs
Name of Directors

Particulars of Remuneration

Total
Fee for attending Board / committee Meetings Commission Others please specify (B)(1) in Lakhs
Sri. P. Shanmugasundaram 2.70 - - 2.70
Sri. V. Govindarajulu 2.70 - - 2.70
Sri. R. Vidhya shankar 1.20 - - 1.20
Smt. Kanchan Manavalan 2.70 - - 2.70
Sri. G. D. Rajkumar 1.20 - - 1.20
Total Amount in Lakhs 10.50 - - 10.50

2. Non Executive Directors

Name of Directors

Particulars of Remuneration

Total Total (B) =
Fee for attending Board / committee Meetings Commission Others please specify (B)(2) in Lakhs (B)(1) + (B)(2)
Smt.Rajsri V 1.20 - - 1.20
Sri. V.Rajvirdhan 1.20 - - 1.20
Sri. S.Sivakumar 1.50 - - 1.50
Total Amount in Lakhs 3.90 - - 3.90 14.40

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. Particulars of Remuneration Sri. N. Rengaraj Chief Financial Officer Sri. Lakshmikanth Joshi General Manager and Company Secretary Total Amount in Lakhs
Gross Salary 44.90 32.30 77.20
1 (a) Salary as per provisions contained in
Section 17(1) of the Income Tax Act 1961
(b) Value of perquisites under Section 17(2) - - -
Income Tax Act 1961
(c) Profits in lieu of salary under - - -
Section 17(3) Income Tax Act 1961
2 Stock Options - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others specify…. - - -
5 Others please specify - - -
Total 44.90 32.30 77.20

Note : Remuneration shown above includes Salary allowances Bonus Incentive (Based onreceipts).

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give details)
A. COMPANY
Penalty NONE
Punishment
Compounding
B. DIRECTORS
Penalty NONE
Punishment
Compounding
C. OTHER
OFFICERS IN
DEFAULT
Penalty NONE
Punishment
Compounding

Coimbatore 05.06.2020

For and on behalf of the Board of Directors
B. VIJAYAKUMAR P. PRABAKARAN
Chairman and Managing Director Managing Director
DIN: 00015583 DIN : 01709564

.