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L G Balakrishnan & Bros Ltd.

BSE: 500250 Sector: Auto
NSE: LGBBROSLTD ISIN Code: INE337A01034
BSE 09:16 | 04 Oct 756.05 10.00
(1.34%)
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758.10

HIGH

758.10

LOW

756.05

NSE 00:00 | 03 Oct 747.70 -19.10
(-2.49%)
OPEN

765.00

HIGH

775.70

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737.20

OPEN 758.10
PREVIOUS CLOSE 746.05
VOLUME 11
52-Week high 805.15
52-Week low 440.45
P/E 9.85
Mkt Cap.(Rs cr) 2,373
Buy Price 755.00
Buy Qty 22.00
Sell Price 756.65
Sell Qty 2.00
OPEN 758.10
CLOSE 746.05
VOLUME 11
52-Week high 805.15
52-Week low 440.45
P/E 9.85
Mkt Cap.(Rs cr) 2,373
Buy Price 755.00
Buy Qty 22.00
Sell Price 756.65
Sell Qty 2.00

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

Company director report

DEAR SHAREHOLDERS

Your directors have pleasure in presenting their Sixty Sixth AnnualReport on the business and operations along with the audited financial statements of yourCompany for the year ended March 31 2022.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the yearended 31st March 2022 as compared to the previous year is as below:

Particulars Consolidated Standalone
31.03.2022 31.03.2021 31.03.2022 31.03.2021
(Rs In Lakhs) (Rs In Lakhs) (Rs In Lakhs) (Rs In Lakhs)
TOTAL REVENUE 211412.90 161596.09 201771.53 153844.24
Profit before interest depreciation & Tax 40051.76 25985.39 38753.19 26855.91
Less : Interest 835.98 1004.20 788.13 920.71
Depreciation 8321.81 8331.80 7734.22 7749.26
PROFIT BEFORE TAX 30893.97 16649.39 30230.84 18185.94
Add : Exceptional items 2273.75 1362.27 2273.75 1362.26
Less : Provisions for Taxation
Current Income Tax / Mat 8741.88 4950.90 8741.88 4950.90
Current tax expenses relating to previous year 307.46 - 307.46 -
Deferred Tax (Credit / charge) (455.79) (223.43) (455.79) (223.43)
PROFIT AFTER TAX BEFORE SHARE IN PROFIT OF ASSOCIATE 24574.17 13284.19 23911.04 14820.73
Add : Share in Profit of Associate - - - -
PROFIT AFTER TAX 24574.17 13284.19 23911.04 14820.73

REVIEW OF OPERATIONS:

The highlights of the Company?s performance (Consolidated) for theyear ended March 31 2022 are as under:

On consolidated basis revenue from operations and other income for thefinancial year under review were Rs 211412.90 Lakhs as against Rs 161596.09 Lakhs forthe previous financial year registering an increase of 30.83%. The profit before tax andexceptional item was Rs 30893.97 Lakhs and the profit after tax was Rs 24574.17 Lakhsfor the financial year under review as against Rs 13284.19 Lakhs respectively for theprevious financial year.

The Highlights of the Company?s performance (Standalone) for theyear ended March 31 2022 are as under:

On standalone basis revenue from operations and other income for thefinancial year under review were Rs 201771.53 lakhs as against Rs 153844.24 Lakhs for

the previous financial year registering an increase of 31.15%. Theprofit before tax and exceptional item was Rs 30230.84 Lakhs and the profit after tax wasRs 23911.04 Lakhs for the financial year under review as against Rs 14820.73 Lakhsrespectively for the previous financial year.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs 20000 Lakhs to the GeneralReserves out of the amount available for appropriations and the remaining amount of Rs10722.99 Lakhs has been retained in the Surplus in Profit and Loss Account.

DIVIDEND

Based on the profits during financial year 2021-22 and continuing thetradition of rewarding the members the Board of Directors of the Company recommend forapproval of the members a dividend of Rs 15/- per equity share of face value of Rs 10/-each amounting to Rs 4708.86 lakhs for the financial year ended March

31 2022 based on the parameters laid down in the DividendDistribution Policy and subject to the approval of the Shareholders of the Company at theensuing Annual General Meeting scheduled to be held on August 25 2022.

The dividend if approved at the 66th Annual General Meeting(AGM) will be paid in compliance with applicable provisions of the Act.

Pursuant to Finance Act 2020 dividend income will be taxable in thehands of Shareholders and the Company is required to deduct tax at source from dividendpaid to Shareholders at the prescribed rates in the Income Tax Act 1961

In terms of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) the dividenddistribution policy is available on the company?s website on https://www.lgb.co.in

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review the dividend for the financial year2014-15 (Interim) amounting to Rs 435700/- being unclaimed consecutively for the periodof seven years from the date it was lying in the unpaid dividend account had beentransferred by the Company to the Investor Education and Protection Fund (IEPF) of theCentral Government in terms of Section 124(5) of the Companies Act 2013 and also it hastransferred the corresponding 915 equity shares to the designated demat account of theInvestor Education and Protection Fund Authority within the due dates and complied withthe provisions of the Act.

The unclaimed dividend relating to the financial year 2014 - 15 (final)will be transferred to the IEPF on or before the due date as prescribed under theprovisions of the said Act. The Company has uploaded the details of unclaimed dividendamounts lying with the Company and the corresponding shares on the website of the Companyhttps://www.lgb.co.in

SHARE CAPITAL

The authorised share capital of the Company as on 31st March2022 was Rs 470000000/- comprising of 47000000 equity shares of Rs 10/- each. Theissued subscribed and paid-up equity share capital as on

31st March 2022 was Rs 313924160/- comprising of31392416 equity shares of Rs 10/- each.

There was no public issue rights issue bonus issue or preferentialissue etc. during the year under review. The Company has not issued shares withdifferential voting rights sweat equity shares neither has it granted any employee stockoptions nor issued any convertible securities.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board has met Four (4) times during the Financial Year 2021-22. Thedetails of the meetings of the Board and Committees thereof are given in the CorporateGovernance Report which forms an integral part of this Annual Report.

Further during the year a separate meeting of the IndependentDirectors of the Company was held on March 26 2022 to discuss and review the performanceof all other non- Independent Directors Chairperson of the Company and the Board as awhole and for reviewing and assessing the matters as prescribed under Schedule IV ofCompanies Act 2013 and under Regulation 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively. The Company has complied with the applicable Secretarial Standardsi.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and itsCommittees? and ‘General Meetings? respectively.

DIRECTORS & KEY Managerial PERSONNEL

Directors liable to retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act 2013and the Articles of Association of the Company Sri. Rajiv Parthasarathy (DIN: 02495329)Wholetime Director (designated as Sr. Vice President - Operations) and Sri. S. Sivakumar(DIN:00016040) Directors are liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible they have offered themselves forre-appointment. Necessary agenda for their re- appointment are included in the Notice ofAGM for seeking the approval of Members. The Board of Directors recommend theirreappointment.

The retirement and the reappointment of Sri. Rajiv Parthasarathy asDirector on rotation would not be deemed to be a break in his term of office as WholetimeDirector.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on 31st March 2022 are:Sri.B.Vijayakumar (DIN:00015583) Chairman and Managing Director Sri. P. Prabakaran (DIN: 01709564) Managing Director Sri. Rajiv Parthasarathy (DIN : 02495329) Whole timeDirector (designated as Sr. Vice President - Operations) Sri. N. Rengaraj ChiefFinancial Officer and Sri. M. Lakshmi Kanth Joshi Senior General Manager (Legal) &Company Secretary.

APPOINTMENT OF DIRECTORS

On recommendation of Nomination and Remuneration committee the Boardappointed Dr. Vinay Balaji Naidu (DIN: 09232643) as an independent director of theCompany.

INDEPENDENT DIRECTORS? DECLARATION

Necessary declaration from each Independent Director have been receivedby the Company in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and25(8) of the Listing Regulations which confirms that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company.

In the opinion of the Board there has been no change in thecircumstances which may affect their status as independent directors of the Company andthe Board is satisfied of the integrity expertise and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rules thereunder) of all IndependentDirectors on the Board. In terms of Section 150 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have included their names in the data bank of Independent Directors maintainedwith the Indian Institute of Corporate Affairs. The details of remuneration and/ or otherbenefits of the Independent Directors are mentioned in the Corporate Governance Report.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors duringthe year 2021-22 and opined that the integrity expertise and experience (includingproficiency) of the Independent Directors is satisfactory.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the CompaniesAct 2013 the Directors to the best of their knowledge and belief based on theinformation and explanations obtained by them confirm that:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the Company for that period.

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(d) the directors had prepared the annual accounts on a going concernbasis.

(e) the directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance itscommittees and the individual directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME

The Company has familiarized its Independent Directors regarding theCompany and its policies their roles rights and responsibilities etc. The code ofconduct to be adhered to nature of industry in which the Company operates businessmodel structure of the management team etc.

The Board Members are regularly updated on changes in Corporate andallied laws Taxation laws & matters thereto. In the quarterly Board MeetingsManaging Director and Senior Management conduct a session for the Board Members sharingupdates about the Company?s business strategy operations and the key trends in theindustry relevant for the Company. These updates help the Board Members to keep themselvesabreast with the key changes and their impact on the Company.

The details of such familiarization program have been disclosed on theCompany website https://www.lgb. co.in

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed the policy pursuant to Section 178 ofthe Companies Act 2013 and Regulation 19(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Specified in Part D of the Schedule II) which lays down aframework in relation to Appointment and Remuneration of Directors Key ManagerialPersonnel and Senior Executives of the Company including the criteria for determiningqualifications selection and appointment.

The salient features of the said policy have been outlined in theCorporate Governance Report which forms part of this Report and the said policy can alsobe accessed on the Company?s website https://www.lgb.co.in

ANNUAL RETURN

In terms of Section 92(3) of the Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return of the Company isavailable on the website of the Company at: https:// www.lgb.co.in

STATUTORY AUDITORS

M/s. Suri & Co Chartered Accountants (Firm Registration No.004283S) were appointed as statutory auditors of the Company at the 61st AGMheld on July 27 2017 for a period of five years till the conclusion of the 66thAGM.

Consequently M/s. Suri & Co Chartered Accountants complete theirfirst term of five consecutive years as the Statutory Auditors of the Company at theconclusion of the ensuing 66th AGM of the Company.

Pursuant to Section 139(2) of the Act the Company can appoint anauditor?s firm for a second term of five consecutive years.

M/s. Suri & Co Chartered Accountants have consented to the saidreappointment and confirmed that their reappointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be reappointed as statutory auditor in terms of the provisions of theAct and the provisions of the Companies (Audit and Auditors) Rules 2014 as amended fromtime to time. The audit committee and the board of directors recommend the reappointmentof M/s. Suri & Co Chartered Accountants as statutory auditors of the Company for afurther period of 5 (five) years from the conclusion of the 66th AGM till theconclusion of 71st AGM subject to the approval of the Members in the ensuingAnnual General Meeting of the Company.

M/s. Suri & Co Chartered Accountants have also confirmed that theyhave subjected themselves to the peer review process of the Institute of CharteredAccountants of India (ICAI) and hold a valid certificate issued by the Peer Review Boardof the ICAI.

The statutory auditor?s report for Financial Year 20212022 doesnot contain any qualifications reservations adverse remarks or disclaims.

COST AUDITORS & MAINTENANCE OF COST RECORDS

The cost accounts and records are required to be maintained underSection 148(1) of the Act. In terms of the provisions of Section 148 of the Act read withthe Companies (Cost Records and Audit) Rules 2014 the Board of Directors of the Companyhas appointed

Dr.G.L.Sankaran Cost Accountant as the Cost Auditor to conduct anaudit of the cost records of the Company for the financial year 2022-2023.

A resolution seeking members? ratification for the remunerationpayable to Dr.G.L.Sankaran is included in the Notice convening the AGM.

The Cost Audit Report for the financial year 2021-2022 will be filedwith the Central Government within the period stipulated under the Companies Act 2013.

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

SECRETARIAL AUDIT

Sri. M.D. Selvaraj FCS of M/s. MDS & Associates CompanySecretaries in Practice was appointed by the Board of Directors of the Company to carryout the Secretarial Audit under the provision of Section 204 of the Act for the financialyear ended March 31 2022. The Secretarial Audit report for financial year ended on March31 2022 is enclosed as ANNExURE ‘A?.

The observations of Secretarial Auditor of the Company in his reportfor the Financial year ended March 31 2022 along with Directors reply to the same aregiven below

Observation or Remark by Secretarial Auditor Board?s Response
During the year under review the Company has complied with the provisions of the Act Rules Regulations and Standards etc. mentioned above except that the Company: (a) has not filed necessary Form MGT-14 with the Registrar of Companies in respect of a resolution passed by the Board under Section 179(3)(h) of the Act; (b) has not filed Form BEN-2 with the Registrar of Companies in respect of the declaration(s) of significant beneficial ownership received in the prescribed Form BEN-1 during the year; and (c) has not filed the Annual Report for the financial year ended 31 st March 2021 in XBRL mode to the stock exchange(s). With respect to the observations / remark made by the Secretarial Auditor in his report your Directors wish to state that necessary steps has been initiated to file the said forms with the Registrar of Companies / said Annual Report with the Stock Exchanges immediately with requisite fees for belated filing wherever applicable. Your Directors further wish to state that all necessary steps have been taken to ensure compliance with all applicable statutory requirements in future.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)OF THE COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed thereunder either to theCompany or to the Central Government.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended March 31 2022 no investment loan orguarantee or security under Section 186 of the Companies Act 2013 were made / given bythe Company. The details of the investments made in earlier years in compliance withSection 186 of the Companies Act 2013 has been disclosed under the relevant notes tostandalone financial statements.

RELATED PARTY TRANSACTIONS

All arrangements / transactions entered into by the Company with itsrelated parties during the year were in the ordinary course of business and on anarm?s length basis. During the year the Company has not entered into any arrangement/ transaction with related parties which could be considered material in accordance withthe Company?s Policy on Related Party Transactions read with the Listing Regulationsand accordingly the disclosure of Related Party Transactions in Form AOC - 2 is notapplicable. The details of RPTs effected during the year are disclosed in the notes to theFinancial Statements.

Prior omnibus approval of Audit Committee has been obtained for thetransactions which are foreseen and repetitive in nature. A statement of all Related PartyTransactions is presented before the Audit Committee for its review on a quarterly basisspecifying the nature value and terms and conditions of the transactions.

The Policy on materiality of Related Party Transactions and dealingwith Related Party Transactions as approved by the Board may be accessed on theCompany?s website https://www.lgb.co.in.

COVID-19

Apart from the protocols mandated by the Government in relation tomaintaining safe working environment amidst COVID-19 pandemic your Company wasinstrumental in conducting vaccination drive and continued collaboration with governmentalauthorities in getting its employees vaccinated. The vaccination drive has immenselyhelped in reducing the risk on the campus. Amongst a host of other mandatory protocolsyour Company actively engaged the employees by imparting wellness training and awarenessto all employees about "Do?s and Don?ts"; awareness board on theCOVID-19 information across the premises; building new protocols for third party entering& exiting out of the campus; regular monitoring of health status of each infectedemployee & their family members; "Work from Home" facility for eligibleemployees to reduce footfalls on the campus/ obviate risks for all; cross functional teamheaded by the Plant Manager and EHS to review and monitor the systems and their adequacyfrom time to time.

MATERIAL CHANGES AND COMMITMENTS OCCURRED IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THEDATE OF REPORT

There have been no material changes and commitments which affect thefinancial position of the Company having occurred since the end of the year and till thedate of Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy and technology absorptionstipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 is given in "ANNExURE-B" forming part of this report.

RISK MANAGEMENT POLICY

The Company?s Board of Directors has overall responsibility forthe establishment and oversight of the Company?s risk management framework. TheCompany has a Board approved Risk Management Policy. The Board of Directors hasconstituted a Risk Management Committee which is delegated with the responsibility ofoverseeing various strategic operational and financial risks that the organization facesalong with assessment of risks their management and mitigation procedures. A detailedanalysis of the business risks and opportunities is given under Management Discussion andAnalysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company understands its social responsibility and remain focusedto support those from the socially and economically backward groups and remain focussed toimprove the quality of life of the various communities. In this process your Company hasidentified several corporate social responsibility initiatives relating to SocialEmpowerment & Welfare Village development Promoting Health Care including preventivehealthcare Education and Community development during the year and initiated variousactivities in neighboring villages around plant locations.

The annual report on Corporate Social Responsibility (‘CSR?)containing details of CSR Policy composition of CSR Committee CSR projects undertakenis available on https://www.lgb.co.in. on the website of the Company as required underCompanies (Corporate Social Responsibility Policy) Rules 2014 and the same is set out in"ANNExURE - C" of this Report

The composition of the Corporate Social Responsibility Committee andthe details of the meetings held during the year are disclosed in the Corporate GovernanceReport and form part of this report

FIXED DEPOSITS

As of 31st March 2022 the fixed deposits accepted by theCompany from public and shareholders aggregated to Rs 1605.81 Lakhs which are within thelimits prescribed under the Companies Act 2013 and the rules framed there under.

With the notification of applicable provisions of the Companies Act2013 governing deposits with effect from 1st April 2014 approval ofshareholders was obtained by way of Special Resolution for inviting/ accepting/ renewingdeposits from time to time.

The provisions of the Companies Act 2013 also mandate that any Companyinviting/ accepting/ renewing deposits is required to obtain Credit Rating from arecognized 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 2013Act are given here under:

Amount of deposits as on 01.04.2021 1824.61
Deposits accepted during the year 66.06
Deposits repaid during the year 284.85
Amount of deposits as on 31.03.2022 1605.82
a. At the beginning of the year 1824.61
b. Maximum during the year 1847.11
c. At the end of the year 1605.82
Deposits remaining 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
The details of deposits which are not in compliance with the requirements of Chapter V of the Act Nil

In accordance with Rule 16A of the Companies (Acceptance of Deposits)Rules 2014 the monies received from the Directors if any has been disclosed underrelevant notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunalsimpacting the going concern status and the Company?s operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLvENCYAND BANKRUPTCY CODE 2016

The Company has not made any application or any proceeding pendingunder the Insolvency and Bankruptcy Code 2016 ("IBC Code") during the financialyear and does not have any proceedings related to IBC Code. The Company has not made anyonetime settlement during the financial year 2021-22 with Banks or Financial Institution.

SETTING UP OF NEW MANUFACTURING PLANT AT ADDITIONAL BUTIBORI MI DCINDUSTRIALAREA-NAGPUR FOR MANUFACUTING OF POWER TRANSMISSION CHAINS AND RELATED PRODUCTSFOR AUTO AND INDUSTRIAL APPLICATION UNDER MEGA PROJECT SCHEME.

During the year under review the company has submitted an applicationto Joint Director Industries (Nagpur Region) for allotment of Land at Additional ButiboriMIDC Industrial Area Nagpur for establishment of New Manufacturing Plant for manufacturingof Industrial Chains Conveyor Chains Automotive components and assemblies under MEGAProject Scheme. The commercial production in the new plant is expected to commenceproduction in Q1 of the FY 2024.

ON-GOING ACQUISITION OF RSAL STEEL PRIVATE LIMITED

The Company has filed the Resolution Plan dated 20th November2020 as last revised on 29th March 2021 ("Resolution Plan") foracquisition of RSAL Steels Private Limited (RSAL) a Company currently undergoing corporateinsolvency resolution process (CIRP) under the provisions of the Insolvency and BankruptcyCode 2016 (IBC) and the Committee of Creditor of RSAL (CoC) unanimously approved theresolution plan by 100% on 7th May 2021 and pursuant to the approval of theResolution Plan by the COC the company has filed an application bearing reference IA No1240 of 2021 on 13th May 2021 for the approval of the Resolution Plan byHon?ble National Company Law Tribunal Mumbai and the same is pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

The disclosure under this clause is not applicable as the Company hasnot undertaken any one-time settlement with the banks or financial institutions during theyear under review.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the riskmanagement process. The Company has adequate internal financial controls in place toaddress financial and financial reporting risks. The internal financial controls withreference to the financial statements are commensurate with the size and nature ofbusiness of the Company.

This internal financial control system is being checked by the InternalAuditors at company?s head office and all its plants. The system helps in improvingoperational and financial efficiency of the Company safeguarding of assets and preventionand detection of frauds if any. No material observations have been received from theInternal Auditors of your Company regarding inefficiency or inadequacy of such controls.

During the year the Company has tested its controls and the same areeffectively working. Statutory Auditors? Report on Internal Financial Controls asrequired under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 isannexed with the Independent Auditors? Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given in "ANNEXURE-D."

Further a statement showing the names and other particulars of top tenemployees in terms of remuneration drawn and of employees drawing remuneration in excessof the limits required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report.

INTERNAL CONTROL SYSTEMS And THEIR Adequacy

The Company has designed and implemented a process driven framework forInternal Financial Controls ("IFC") within the meaning of the explanation toSection 134(5) (e) of the Act. For the year ended on March 31 2022 the Board is of theopinion that the Company has sound IFC commensurate with the size scale and complexity ofits business operations. The IFC operates effectively and no material weakness exists.The Company has a process in place to continuously monitor the same and identify gaps ifany and implement new and / or improved internal controls whenever the effect of suchgaps would have a material effect on the Company?s operations.

SUBSIDIARY COMPANIES JOINT vENTURE AND CONSOLIDATED FINANCIALSTATEMENTS

As of March 312022 the Company has three subsidiaries viz. LGB USAINC (Direct Overseas Subsidiary) GFM Acquisition LLC and GFM LLC (Step down overseassubsidiaries) in uSA and the Company does not have any joint ventures or associatecompanies during the year.

ACCOUNTS OF SUBSIDIARIES

In accordance with Section 129(3) of the Act read with rules madethereunder a statement containing salient features of the financial position ofSubsidiaries is given in Form AOC-1 attached as an "ANNExURE E" forming integralpart of this Report.

Further in accordance to the provisions of Section 136(1) of the Actthe Annual Report of the Company containing therein audited financial statements of theCompany and also the financial statements of subsidiary Companies have been placed on thewebsite of the Company at https://www.lgb.co.in.

The Company has laid down policy on material subsidiary and the same isplaced on the website https://www.lgb.co.in. None of the subsidiaries are materialsubsidiary for the financial year ended 31st March 2022 as per the provisionsof SEBI (LODR) Regulations 2015.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during thefinancial year ended 31st March 2022.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Management Discussion and AnalysisReport outlining the business of your Company forms part of this Annual Report as"ANNExURE - F."

CORPORATE GOvERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached. The Report on Corporate Governance also contains certain disclosures requiredunder Companies Act 2013 for the year under review.

A certificate from Sri. M.D. Selvaraj of M/s. MDS & AssociatesCompany Secretaries in Practice confirming compliance to the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to Report on Corporate Governance as "ANNExURE G."

AUDIT COMMITTEE

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

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and Vigil Mechanismthat provides a mechanism to report violations any unethical behaviour suspected oractual fraud violation of the Code of Conduct including providing adequate safeguardsagainst victimisation. During the financial year 2021-2022 no case was reported underWhistle Blower Policy of the Company.

The Company hereby affirms that it has not denied access to any personto the Audit Committee and that it has mechanism to provide protection to the WhistleBlower as per the Whistle Blower Policy of the Company. Whistle Blower Policy/ VigilMechanism is available on the website of the Company at: http://www.lgb.co.in.

LISTING OF EQUITY SHARES

The Company?s equity shares continue to be listed at NationalStock Exchange of India Limited and BSE Limited. We confirm that the Listing fee for thefinancial year 2022-2023 has been paid to them.

BUSINESS RESPONSIBILITY REPORT

At a time and age when enterprises are increasingly seen as criticalcomponents of the social system they are accountable not merely to their shareholdersfrom a revenue and profitability perspective but also to the larger society which is alsoits stakeholder. Business responsibility report describing the initiatives taken by theCompany from an environmental social and governance perspective in the format asspecified by SEBI is enclosed herewith as "ANNExURE - H" to this Report.

HUMAN RESOURCE

The Company believes that human resources are the most critical elementresponsible for its growth. It ensures a safe conducive and productive work environmentacross its facilities. The Company provides regular skill and personnel developmenttraining to enhance employee productivity. Employee-centric approach has enabled theCompany to sail through smoothly amidst COVID-19 pandemic.

The long-term success of a Company depends upon its ability to acquireand retain talented individuals. It is their hard work determination and performance thatenables the Company to tide through difficult times and demonstrate a collective approachto fulfil various objectives. We therefore strive to consistently improve our talentacquisition and retention strategies.

Employee relations continued to be cordial and harmonious across alllevels and at all the units of the Company.

INSURANCE

The Company?s plants properties equipment?s and stocks areadequately insured against all major risks. The Company has insurance cover for productliability. The Company has also taken Directors? and Officers? Liability Policyto provide coverage against the liabilities arising on them.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION

AND REDRESSAL) ACT 2013

Your Company has zero tolerance for sexual harassment at workplace andhas set up an Internal Complaints Committee to consider and resolve all complaintsrelating to sexual harassment to its women employees at workplace. The Company has takenvarious initiatives to ensure a safe and healthy workplace for its women employees.

The Company has constituted Internal Complaints Committee and alsoadopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No complaints of sexual harassment were received by the Company during the financial year2021-2022.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank Company?semployees at all levels for their hard work and commitment. Your Board also places onrecord its sincere appreciation for the continued support received from the GovernmentAuthorities customers suppliers bankers financial institutions and all other businesspartners/associates.

Your Directors expresses their sincere appreciation to all thestakeholders of the Company for the trust confidence and support bestowed upon us. TheBoard of Directors is also grateful to the holding for their contribution towards thegrowth and success of the Company.

Please do look after the health and safety of yourself and yourfamilies

For and on behalf of the Board of Directors
Coimbatore B. VIJAYAKUMAR P.PRABAKARAN
30.04.2022 Chairman and Managing Director Managing Director
DIN: 00015583 DIN:01709564

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