Annual-Report-2018-2019.Pdf
Total Page:16
File Type:pdf, Size:1020Kb
LGB FORGE LIMITED Corporate Information BOARD OF DIRECTORS STATUTORY AUDITORS Sri. B. Vijayakumar M/s. N.R. Doraiswami & Co Chairman Chartered Accountants Sri. V. Rajvirdhan No.48, “MANCHILLU” Managing Director Race Course, Coimbatore – 641018. Phone No. 0422 - 2223780 Sri. K.N.V. Ramani Mail: [email protected] Sri. P. Shanmugasundaram Sri. P.V. Ramakrishnan SECRETARIAL AUDITORS Ms. Aishwarya Rao M/s. P. Eswaramoorthy and Company No.44 & 44/1, 5th Street, Ramalinga Jothi Nagar, Near Corporation Office, Nanjundapuram Road, CHIEF FINANCIAL OFFICER Ramanathapuram, Coimbatore-641045 Sri. R. Ramakrishnan (upto 14.03.2019) Phone No. 0422- 2322333 GENERAL MANAGER & COMPANY SECRETARY REGISTRAR AND SHARE TRANSFER AGENTS Sri. R. Ponmanikandan M/s.Cameo Corporate Services Limited BANKERS & FINANCIAL INSTITUTIONS “Subramanian Building” Axis Bank Limited No 1, Club House Road, Chennai- 600 002 ICICI Bank Limited Phone No. 044 - 28460390 IDBI Bank Limited Bajaj Finance Limited LISTED - STOCK EXCHANGES BSE Ltd. National Stock Exchange of India Ltd. REGISTERED OFFICE 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006. CIN : L27310TZ2006PLC012830 Email : [email protected] Website: www.lgbforge.co.in Phone: 0422 2532325 Fax: 0422 2532333 1 LGB FORGE LIMITED CONTENTS 1. Notice - 3 2. Directors’ Report - 11 3. Management Discussion and Analysis - 33 4. Corporate Governance - 34 5. Auditors’ Report - 49 6. Annual Accounts - 57 13th ANNUAL GENERAL MEETING Date : 18th July, 2019 Day : Thursday Time : 09.30 A.M. Venue : Ardra Convention Centre Kaanchan, 9, North Huzur Road Coimbatore- 641 018. 2 LGB FORGE LIMITED NOTICE OF 13th ANNUAL GENERAL MEETING "RESOLVED FURTHER THAT the Board of Directors Notice is hereby given that the Thirteenth Annual of the Company (including its Committee thereof) General Meeting of the Members of the Company will and / or Company Secretary of the Company, be and be held on 18th July, 2019 at 09.30 A.M. at Ardra are hereby authorised to do all such acts, deeds, Convention Centre, “Kaanchan”, 9 , North Huzur Road, matters and things as may be considered necessary, Coimbatore – 641 018, to transact the following desirable or expedient to give effect to this businesses: resolution." AGENDA 4. Re-appointment of Mr. K.N.V Ramani (DIN 00007931) as an Independent Director of the Company. Ordinary business To consider and to pass the following resolution as 1. To receive, consider and adopt the Balance Sheet as Special Resolution at 31st March, 2019 and the Statement of Profit and Loss for the year ended on that date and the Report "RESOLVED THAT pursuant to the provisions of of the Directors and the Auditors thereon. Sections 149, 152,160 and other applicable provisions, if any, of the Companies Act, 2013 and 2. To appoint a Director in the place of Sri B.Vijayakumar Companies(Appointment and Qualification of (DIN: 00015583), who retires by rotation and being Directors)Rules, 2014, including any statutory eligible, seeks re-appointment. modification(s) or re-enactment thereof read with Special business Schedule IV of the Act and Regulation 17(1A) of the 3. Re-appointment of Mr. P.V.Ramakrishnan SEBI (Listing Obligations and Disclosure (DIN 00013441) as an Independent Director of the Requirements) Regulations, 2015 as amended and Company. based on the recommendation of the Nomination and Remuneration Committee,Mr. K.N.V Ramani To consider and to pass the following resolution as (DIN 00007931) who has already attained the age of Special Resolution 75 years and who qualifies for being re-appointed as "RESOLVED THAT pursuant to the provisions of an Independent Director of the Company to hold office Sections 149, 152 and 160 read with Schedule IV and for the second term, of 5 (five) consecutive years all other applicable provisions of the Companies Act, w.e.f. 9th July 2019 upto 8th July, 2024 and that he 2013 and the Companies (Appointment and shall not be liable to retire by rotation. Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for 5. Re-appointment of Mr. P. Shanmugasundaram the time being in force), the relevant provisions of (DIN 00119411) as an Independent Director of the SEBI (Listing Obligations and Disclosure Requirements) Company. Regulations, 2015, (SEBI Listing Regulations) as To consider and to pass the following resolution as amended and as per the recommendations of the Special Resolution Nomination and Remuneration Committee, Mr. P.V.Ramakrishnan (DIN 00013441), who has given "RESOLVED THAT pursuant to the provisions of his consent for appointment as an Independent Sections 149, 152 and 160 read with Schedule IV and Director of the Company and has also submitted a all other applicable provisions of the Companies Act, declaration that he meets the criteria of independence 2013 and the Companies (Appointment and under Section 149(6) of the Act and Regulation Qualification of Directors) Rules, 2014 (including any 16(1)(b) of the SEBI Listing Regulations and who is statutory modification(s) or re-enactment thereof for eligible for re-appointment, be and is hereby the time being in force), the relevant provisions of re-appointed as an Independent Director of the SEBI (Listing Obligations and Disclosure Company, to hold office for a second term of five Requirements) Regulations, 2015, (SEBI Listing consecutive years, with effect from September 1, 2019 Regulations) as amended and as per the upto August 31, 2024 and is not liable to retire by recommendations of the Nomination and rotation." 3 LGB FORGE LIMITED Remuneration Committee, Sri.P.Shanmugasundaram superintendence, guidance, control and direction of (DIN 00119411), who has given his consent for the Board of Directors of the Company". appointment as an Independent Director of the RESOLVED FURTHER THAT Sri V Rajvirdhan shall have Company and has also submitted a declaration that the right to exercise such powers of Management of he meets the criteria of independence under Section the Company as may be delegated to him by the Board 149(6) of the Act and Regulation 16(1)(b) of the SEBI of Directors, from time to time". Listing Regulations and who is eligible for re-appointment, be and is hereby Brief particulars of the terms appointment of and re-appointed as an Independent Director of the remuneration payable to Sri V Rajvirdhan are as under: Company, to hold office for a term of five consecutive Sl. Particulars years, with effect from September 1, 2019 upto No August 31, 2024 and is not liable to retire by rotation." A Remuneration: ` 3,00,000 (Rupees Three Lakhs "RESOLVED FURTHER THAT pursuant to Regulation per month) 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 B The Managing Director shall have the right to ("Amendment Regulations, 2018"), manage the day-to-day business and affairs of the Sri.P.Shanmugasundaram on attaining the age of 75 Company subject to the superintendence, guidance, (seventy five) years on the month of August, 2023, control and direction of the Board of Directors of during the above term of re-appointment, the the Company. continuation of such appointment as an Independent C The Managing Director shall act in accordance with Non-Executive Director of the Company for 5 years the Articles of Association, of the Company and on the same terms and conditions of such re- shall abide by the provisions contained in Section appointment even after attaining the age of 75 years, 166 of the Act with regard to duties of Directors will be considered as requisite approval from shareholders as required in the Amendment D The Managing Director shall adhere to Regulations, 2018." the Company’s Code of Conduct for Directors and Senior Management Personnel 6. Revision in the remuneration of Mr. V. Rajvirdhan (DIN: 00156787), Managing Director of the Company. E Sri. V. Rajvirdhan satisfies all the conditions set out in Part-I of Schedule V of the Act and also To consider and to pass the following resolution as conditions set out under Section 196 (3) of the Act Special Resolution for being eligible for his appointment. "RESOLVED THAT Pursuant to the provisions of F He is not disqualified from being appointed as Section 197 read with Part I and Section I of Part II of Directors in terms of Section 164 of the Act. Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory EXPLANATORY STATEMENT PURSUANT TO SECTION 102 modification or re-enactment thereof), applicable OF THE COMPANIES ACT, 2013. clauses of the Articles of Association of the Company Item No.3, 4 & 5 and recommendation of Nomination and Remuneration Committee and Audit Committee, approval of the Mr. P.V.Ramakrishnan (DIN 00013441), Mr. K.N.V Ramani Company be and is hereby accorded for revision in (DIN 00007931) and Mr. P.Shanmugasundaram (DIN the remuneration of Mr. V. Rajvirdhan (DIN: 00156787) 00119411) were appointed as Independent Directors on as 3,00,000/- (Rupees Three Lakhs only) and he shall the Board of the Company pursuant to the provisions of have the right to manage the day-to-day business Section 149 of the Act read with the Companies affairs of the Company subject to the (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement with 4 LGB FORGE LIMITED the stock exchanges. They hold office as Independent Directors of the Company. The Company has also received Directors of the Company up to the conclusion / date of declarations from Mr. P.V.Ramakrishnan, the ensuing Annual General Meeting of the Company ("first Mr. K.N.V Ramani and Mr. P.Shanmugasundaram that they term" in line with the explanation to Sections 149(10) meet with the criteria of independence as prescribed both and 149(11) of the Act).