Lg Balakrishnan & Bros Limited
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,: @oLOIIIII L.G. BALAKRISHNAN &BROS LIMITED BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, "Exchange Plaza" Dalal Street, Bandra Kurla Complex Mumbai -400 001 Bandra (E) Mumbai- 400 051 Scrip Code: 500250 Scrip Code: LGBBROSLTD LGB/SEC/STK-2020 28.07.2020 Dear Sirs, Sub: Submission of Annual Report for the financial year 31.03.2020 P.ursuant to Regulation 34( 1) of the SEBI Listing Regulations, please find enclosed the Annual Report of the Company along with the Notice of the 64th AGM and other Statutory Reports for the Financial Year 2019-20, which is also being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/ Depositories. The same is also available on the website of the Company at www.lgb.co.in. Kindly take the same on record Thanking You, Yo~rs faithfully, F ~ L.G.B~an & Bros Limited M. aksh i Kanth Joshi anager (Legal) & Company Secretary CC: National Securities Depository Limited Central Depository Services (India) Limited. Trade World, A Wing 16th Floor, P. J. Towers, Kamala Mills Compound, Lower Parel Dalal Street, Fort, Mumbai - 400013. Mumbai - 400 023 M/s.Cameo Corporate Services Limited "Subramanian Building" No.1, Club House Road, Chennai - 600 002 . Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : {0422) 2532325 Fax : (0422) 2532333 E-mail : [email protected] www.lgb.co.in L.G. BALAKRISHNAN & BROS LIMITED Corporate Information BOARD OF DIRECTORS STATUTORY AUDITORS Sri. B. Vijayakumar M/s. Suri & Co Chairman and Managing Director Chartered Accountants Sri. P. Prabakaran II Floor, A.M.M. Buildings Managing Director 354, Mettupalayam Road, Coimbatore 641043 Phone No. 0422 - 2433627 Non-Executive Directors Sri. S. Sivakumar COST AUDITOR Sri. V. Govindarajulu Dr. G.L. Sankaran Sri. P. Shanmugasundaram 82, EB Colony, Vadavalli, Coimbatore – 641 041 Smt. Rajsri Vijayakumar Phone No. 0422 - 2400767 Sri. V. Rajvirdhan Sri. R. Vidhya Shankar SECRETARIAL AUDITOR Smt. Kanchana Manavalan CS M.D. Selvaraj Sri.G. D. Rajkumar MDS & Associates Company Secretaries in Practice Surya, 35, Mayflower Avenue, Sowripalayam Road CHIEF FINANCIAL OFFICER Coimbatore - 641028 Sri. N. Rengaraj Phone : 0422 2318780 GENERAL MANAGER (LEGAL) AND REGISTRAR AND SHARE TRANSFER AGENTS COMPANY SECRETARY M/s.Cameo Corporate Services Limited Sri. M. Lakshmi Kanth Joshi “Subramanian Building” No 1, Club House Road, Chennai- 600 002 BANKERS Phone No. 044 - 28460390 Axis Bank Limited LISTED - STOCK EXCHANGES Corporation Bank HDFC Bank Limited BSE Ltd. HSBC Limited National Stock Exchange of India Ltd. IndusInd Bank Limited REGISTERED OFFICE ICICI Bank Limited IDBI Bank Limited 6/16/13, Krishnarayapuram Road, Yes Bank Limited Ganapathy, Coimbatore - 641 006. CIN : L29191TZ1956PLC000257 Email: [email protected] Website: www.lgb.co.in Phone: 0422 2532325 Fax: 0422 2532333 1 CONTENTS 1. Notice - 03 2. Directors’ Report - 12 3. Management Discussion and Analysis - 46 4. Corporate Governance - 48 5. Business Responsibility Report - 67 5. Auditors’ Report - 75 6. Annual Accounts - 84 7. Consolidated Accounts - 134 64th ANNUAL GENERAL MEETING Date : 20th August, 2020 Day : Thursday Time : 3.30 P.M. 2 NOTICE of 64th Annual General Meeting and re-imbursement of out of- pocket expenses NOTICE is hereby given that the 64th (Sixty Forth) incurred in connection with the audit, be and is hereby Annual General Meeting of L.G.Balakrishnan & Bros ratified and confirmed." Limited will be held on Thursday, the 20th August, STATEMENT PURSUANT TO SECTION 102 OF THE 2020, at 3:30 pm through Video Conferencing (VC) or COMPANIES ACT, 2013 Other Audio Visual Means (OAVM), to transact the ITEM NO. 5 following businesses: AGENDA The Board, on the recommendation of the Audit Committee, has approved the appointment and ORDINARY BUSINESS remuneration of Dr.G.L.Sankaran, Cost Accountant 1. To receive, consider and adopt the Audited Standalone (Membership No.4482) as Cost Auditor to conduct the and Consolidated Financial Statements of the audit of the cost records of the Company for the financial Company including statement of profit and loss year 2020-2021. In accordance with the provisions of (including other comprehensive income), the cash flow Section 148 of the Companies Act, 2013 read with statement and the statement of changes in equity Companies (Audit and Auditors) Rules, 2014, the for the financial year ended March 31, 2020 together remuneration payable to the Cost Auditor has to be with the Reports of the Board of Directors and Auditors ratified by the members of the Company. Accordingly, thereon. consent of the members is sought for passing ordinary resolution as set out in Item No.5 of the notice for 2. To confirm the interim dividend of Rs. 5/- per share ratification of remuneration payable to the Cost Auditor of Rs. 10/- each of the Company and consider the for conducting the cost audit of the Company, if required, same as final dividend for the financial year ended for the financial year ending March 31, 2021. The Board 31st March, 2020. recommends the Ordinary Resolution as set out at Item 3. To appoint a Director in the place of Sri.V.Rajvirdhan, No.5 of the Notice for approval by the members. (DIN: 00156787) who retires by rotation and being None of the Directors and Key Managerial Personnel of eligible, seeks re-appointment. the Company or their relatives is concerned or interested 4. To appoint a Director in the place of Sri.S.Sivakumar in the proposed Ordinary Resolution as set out at Item (DIN:00016040), who retires by rotation and being No.5 of the Notice. eligible, seeks re-appointment. NOTES: SPECIAL BUSINESS 1. In view of the outbreak of the COVID-19 pandemic, 5. To consider and if thought fit, to pass the social distancing norms to be followed and the following resolution as an Ordinary Resolution. continuing restriction on movement of persons at "RESOLVED THAT pursuant to Section 148(3) and several places in the country and pursuant to General other applicable provisions, if any, of the Companies Circular Nos.14/2020, 17/2020 and 20/2020 dated Act, 2013 and the Rules made thereunder (including April 8, 2020, April 13, 2020 and May 5, 2020, any statutory modification(s) or re-enactment(s) respectively, issued by the Ministry of Corporate thereof for the time being in force), the remuneration Affairs ("MCA Circulars") and Circular No. SEBI/HO/ payable to Dr.G.L.Sankaran, Cost Accountant, CFD/ CMD1/CIR /P/2020/79 dated May 12, 2020 (Membership No.4482), who have been appointed by issued by the Securities and Exchange Board of India the Board of Directors as Cost Auditor to conduct the ("SEBI Circular") and in compliance with the provisions audit of the cost records of the Company for the of the Act and the SEBI (Listing Obligations and financial year ending March 31, 2021, on a Disclosure Requirements) Regulations, 2015 ("Listing remuneration of Rs. 1.75 lakhs (Rupees One Lakh Regulations"), the 64th (Sixty Forth) AGM of the Seventy Five Thousand Only) plus taxes as applicable Company is being conducted through Video 3 Conference (VC) / Other Audio Visual Means (OAVM), 6. Members of the Company under the category of which does not require physical presence of Members Institutional Investors are encouraged to attend and at a common venue. In terms with the Secretarial vote at the AGM through VC. Institutional / Corporate Standards on General Meetings (SS-2) issued by The Shareholders (i.e. other than individuals / HUF, NRI, Institute of Company Secretaries of India, the venue etc.) are required to send a scanned copy (PDF/ JPG of the 64th (Sixty Forth) AGM shall be deemed to be Format) of its Board or governing body Resolution/ the Registered Office of the Company situated at "6/ Authorization etc., authorizing its representative to 16/13, Krishnarayapuram Road, Ganapathy Post, attend the AGM through VC / OAVM and vote on its Coimbatore - 641 006. behalf. The said Resolution/Authorization can be sent to the Company at [email protected]. 2. Since this AGM is being held pursuant to the MCA circulars through VC/OAVM, physical attendance of 7. In case of joint holders attending the Meeting, only Members has been dispensed with and there is no such joint holder who is higher in the order of names provision for the appointment of proxies. Accordingly, in the Register of Members will be entitled to vote. the facility for appointment of proxies by the Members 8. The Register of Members and Share Transfer Books under Section 105 of the Act will not be available for will remain closed from Friday, August 14, 2020 to the 64th (Sixty Forth) AGM and hence the Proxy Form Thursday, August 20, 2020 (both days inclusive) for and Attendance Slip are not annexed to this Notice. the purpose of the AGM. However, in terms of the provisions of Section 112 and Section 113 of the Act, representatives of the 9. The details required under Regulation 26(4) and 36(3) Members such as the President of India or the of the Listing Regulations and Secretarial Standards Governor of a State or body corporate can attend the on General Meetings (SS-2) issued by The Institute AGM through VC/OAVM and cast their votes through of Company Secretaries of India, in respect to Brief e-voting. resume of Directors proposed to be appointed / reappointed, nature of their expertise in specific 3. The Members can join the AGM in the VC/OAVM mode functional areas, names of listed companies in which 30 minutes before and 15 minutes after the scheduled they hold directorships and the Memberships of Board time of the commencement of the Meeting by Committees, shareholding and relationships between following the procedure mentioned in the Notice.