LGB 2013-14-AR.Pmd
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FORMA Format of covering letter of the annual audit report to be filed with the stock exchanges 1. Name of the Company : L.G.BALAKRISHNAN & BROS LIMITED 2. Annual financial statementsfor the : 31 51March 2014 year ended 3. Type of Audit observation : Un-qualified 4. Frequency of observation : Not Applicable 5. To be signed by- CEO/Managing Director ~ : B.Vijayakumar Chairman Cum Managing Director Place CCI 1'01?>~(\RI:. Coimbatore Date l~ · Ob· )..of·.lf CFO : vvti= N. Rengaraj Chief Financial Officer Place C_o' 1'0 B~o R£ Coimbatore Date !02-o6-.Rol4 1 Auditor of the company : Refer our Audit Report dated 15 h May 2014 on the standalone financial statements of the Company For DELOITTE HASKINS & SELLS Chartered Accountants, Coimbatore Firm Registration No.008072S C.R.R~ (Partner) (Membership No.23418) Place COl r<lP.>~oA.£ Coimbatore Date I 4, o b . .:Lo I olf '"l ~......r---, : Audit Committee Chairman P .Shanmugasundaram Director Place to< A-t\" " Coimbatore Date I 2:> • o-b . ;Lo I '4 FORMB Format of covering letter of th~ annual audit report to be filed with the stock exchanges 1. Name of the Company: L.G.Balakrishnan & Bros Limited 2. Annual financial statements for the 31 stMarch 2014 year ended 3. Type of Audit qualification Refer 'Basis for Qualified Opinion' paragraph m auditor's report on consolidated financial statements dated 15th May 2014. Qualified that the financial statements I financial information of select Subsidiaries included m the consolidated financial statements are unaudited I management certified. 4. Frequency of qualification Observation in S.No 3 of Form B has been reported by the auditors for the first time during the year ended 31st March 2014. 5. Draw attention to relevant notes in Refer 'Basis for Qualified Opinion' paragraph m the annual financial statements and auditor's report on consolidated financial statements .. management response to the qualification in the directors report: 6. Additional comments from the These Subsidiaries mentioned in point 3 above are board/audit committee chair: incorporated in USA, due to the nature of its activities I results during the year there is no statutory requirement to audit the accounts of Company, hence the accounts has been subject to review of auditors who are qualified under the laws of USA. The Company is of the view that the operation of these entities are not material and there IS no statutory requirement, hence have not been subjected to Audit. 7. To be signed by- CEO/Managing Director B.Vijayakumar Chairman Cum Managing Director Coimbatore CFO N. RengaraJ ChiefFinancial Officer Place Q~ t 1"1 r;1}1c ~ 8. Coimbatore Date t ~ .eb . .:>..ot-4 - Auditor of the company Refer our Audit Report dated 15th May 2014 on the consolidated financial statements of the Company For DELOITTE HASKINS & SELLS Chartered Accountants, Coimbatore Firm Registration No.008072S C.R~gopal~ (Partner) Place c_o UY7 J?fud~ B.. (Membership No.23418) Coimbatore Date !.q. G~·~t.lf. ~ ~........J'-· Audit Committee Chairman P. Shanmugasundararri Director Place (?( it-RIJ R Coimbatore Date 1~·~{,. )...ol-4 L.G. BALAKRISHNAN & BROS LIMITED Corporate Information BOARD OF DIRECTORS STATUTORY AUDITORS Sri. B. Vijayakumar M/s. Deloitte Haskins & Sells Chairman cum Managing Director Chartered Accountants Sri. P. Prabakaran Shanmuga Mandram Deputy Managing Director 41 Race Course, Coimbatore 641018 Phone No. 0422 - 4392801 Sri. P. Balasubramanian 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 Dr. T. Balaji REGISTRAR AND SHARE TRANSFER AGENTS Sri. R. Vidhya Shankar M/s.Cameo Corporate Services Limited “Subramanian Building” CHIEF FINANCIAL OFFICER No 1, Club House Road, Chennai- 600 002 Sri. N. Rengaraj Phone No. 044 - 28460390 GENERAL MANAGER CUM COMPANY SECRETARY Sri. M. Lakshmi Kanth Joshi SECURITIES ARE LISTED BANKERS Bombay Stock Exchange Ltd. Axis Bank Limited National Stock Exchange of India Ltd. BNP Paribas REGISTERED OFFICE Corporation Bank HDFC Bank Limited 6/16/13, Krishnarayapuram Road, IndusInd Bank Limited Ganapathy, Coimbatore - 641 006. ICICI Bank Limited CIN : L29191TZ1956PLC000257 IDBI Bank Limited Email: [email protected] Website: www.lgb.co.in The Bank of Nova Scotia Phone: 0422 2532325 Fax: 0422 2532333 Union Bank of India Yes Bank Limited 1 CONTENTS 1. Notice - 3 2. Directors’ Report - 17 3. Management Discussion and Analysis - 22 4. Corporate Governance - 24 5. Auditors’ Report - 33 6. Annual Accounts - 39 7. Consolidated Accounts - 78 58th ANNUAL GENERAL MEETING Date : 9th July, 2014 Day : Wednesday Time : 10.30 A.M. Venue : Ardra Convention Centre “Kaanchan”, 9, North Huzur Road Coimbatore- 641 018. MEMBERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUAL REPORT TO THE ANNUAL GENERAL MEETING. 2 NOTICE “RESOLVED THAT pursuant to the provisions of Notice is hereby given that the Fifty Eighth Annual General Sections 149, 150, 152 and any other applicable Meeting of the Members of the Company will be held on provisions of the Companies Act, 2013 and the rules Wednesday the 9th day of July 2014 at 10.30 A.M. at Ardra made thereunder (including any statutory Convention Centre, Kaanchan, 9, North Huzur Road, modification(s) or re-enactment thereof for the time Coimbatore – 641 018, to transact the following businesses: being in force) read with Schedule IV to the Companies Act, 2013, Dr. T. Balaji (holding DIN 00002755), AGENDA Director of the Company who retires by rotation at ORDINARY BUSINESS the Annual General Meeting and in respect of whom the Company has received a notice in writing from a 1. To receive, consider and adopt the Balance Sheet member proposing his candidature for the office of as at 31st March, 2014 and the Statement of Director, be and is hereby appointed as an Profit and Loss for the year ended on that date Independent Director of the Company with effect from and the Report of the Directors and the Auditors thereon. 9th July, 2014 to hold office for five consecutive years 2. To confirm the Interim Dividend already paid and for a term up to 8th July, 2019. declare Final Dividend on the Equity Shares for the 6. To consider and if thought fit, to pass with or without financial year ended 31st March, 2014. modification(s), the following resolution as a Special 3. To appoint a Director in the place of Sri. V. Rajvirdhan, Resolution: who retires by rotation, and being eligible, offers “RESOLVED THAT pursuant to the provisions of himself for reappointment. Sections 149, 150, 152 and any other applicable 4. To re-appoint the Auditors and to fix their provisions of the Companies Act, 2013 and the rules remuneration and in this regard pass with or without made thereunder (including any statutory modification(s), the following resolution as an modification(s) or re-enactment thereof for the time Ordinary Resolution: being in force) read with Schedule IV to the Companies Act, 2013, Sri. V. Govindarajulu (holding DIN “RESOLVED THAT pursuant to the Provisions of Section 00016108), Director of the Company whose period of 139, 142 and other applicable provisions, if any, of office is liable to determination by retirement of the Companies Act, 2013 (corresponding to Section Directors by rotation and who in accordance with the 224, and other applicable provisions, if any of the provisions of Companies Act, 2013 is required to be Companies Act, 1956) Messrs. Deloitte Haskins & Sells appointed as an Independent Director and in respect (Firm Registration No. 008072S) Chartered of whom the Company has received a notice in writing Accountants, be and are hereby re-appointed as the from a member proposing his candidature for the Statutory Auditors of the Company to hold office for a office of Director, be and is hereby appointed as an period of 3 years from the conclusion of this Annual Independent Director of the Company with effect from General Meeting to, till the conclusion of the 1st September 2014 to hold office for five consecutive 61st Annual General Meeting of the Company subject years for a term up to 31st August, 2019. to ratification by the Shareholders annually, at a remuneration to be decided by the Board of Directors 7. To consider and if thought fit, to pass with or without in consultation with the Auditors plus applicable service modification(s), the following resolution as a Special tax and re-imbursement of travelling and out of pocket Resolution: expenses incurred by them for the purpose of audit. “RESOLVED THAT pursuant to the provisions of SPECIAL BUSINESS: Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules 5. To consider and if thought fit, to pass with or made thereunder (including any statutory without modification(s), the following resolution as modification(s) or re-enactment thereof for the time a Special Resolution: 3 being in force) read with Schedule IV to the Companies DIN 00002498), Director of the Company whose period Act, 2013, Sri. P. Balasubramanian (holding of office is liable to determination by retirement of DIN 00018197), Director of the Company whose period Directors by rotation and who in accordance with the of office is liable to determination by retirement of provisions of Companies Act, 2013 is required to be Directors by rotation and who in accordance with the appointed as an Independent Director and in respect provisions of Companies Act, 2013 is required to be of whom the Company has received a notice in writing appointed as an Independent Director and in respect from a member proposing his candidature for the of whom the Company has received a notice in writing office of Director, be and is hereby appointed as an from a member proposing his candidature for the Independent Director of the Company with effect from office of Director, be and is hereby appointed as an 1st September 2014 to hold office for five consecutive Independent Director of the Company with effect from years for a term up to 31st, August, 2019.