I SoLo• 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 LGB/SEC/STK-20 16 15.06.2016 Dear Sirs, Sub: Submission of Annual Report for the financial year 31.03.2016 - Compliance of Regulation 34 of the Listing Agreement of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 We are forwarding herewith Annual Report for year ended 31st March, 20 16 as per Regulation 34 of the Listing Agreement of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Kindly take the same on record Thanking You, Yours faithfully, Fo L.G.Balakrishnan & Bros Limited anager Cum 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 - 4000 13. Mumbai - 400 023 M/s.Cameo Corporate Services Limited "Subramanian Building" No.1, Club House Road, Chennai - 600 002 R d Offce: 61 161 13 Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006. Tamil N~du, India . CIN: L;~1g1T~1956PLC0002,57 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.ln 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 Non-Executive Directors Sri. P. Balasubramanian COST AUDITOR Sri. S. Sivakumar Dr. G.L. Sankaran Sri. V. Govindarajulu 82, EB Colony, Vadavalli, Coimbatore – 641 041 Sri. P. Shanmugasundaram Phone No. 0422 - 2400767 Smt. V. Rajsri Sri. V. Rajvirdhan SECRETARIAL AUDITOR Dr. T. Balaji CS M.D. Selvaraj Sri. R. Vidhya Shankar MDS & Associates Company Secretary in Practice CHIEF FINANCIAL OFFICER Surya, 35, Mayflower Avenue, Sowripalaym Road Sri. N. Rengaraj Coimbatore - 641028 Phone : 0422 2318780 GENERAL MANAGER CUM COMPANY SECRETARY REGISTRAR AND SHARE TRANSFER AGENTS Sri. M. Lakshmi Kanth Joshi M/s.Cameo Corporate Services Limited BANKERS “Subramanian Building” Axis Bank Limited No 1, Club House Road, Chennai- 600 002 Corporation Bank Phone No. 044 - 28460390 HDFC Bank Limited SECURITIES ARE LISTED HSBC Limited IndusInd Bank Limited BSE Ltd. ICICI Bank Limited National Stock Exchange of India Ltd. IDBI Bank Limited REGISTERED OFFICE Yes Bank Limited 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006. CIN : L29191TZ1956PLC000257 Email: [email protected] Website: www.lgb.co.in Phone: 0422 2532325 Fax: 0422 2532333 1 CONTENTS 1. Notice - 3 2. Directors’ Report - 10 3. Management Discussion and Analysis - 42 4. Corporate Governance - 44 5. Auditors’ Report - 58 6. Annual Accounts - 65 7. Consolidated Accounts - 101 60th ANNUAL GENERAL MEETING Date : 14th July, 2016 Day : Thursday Time : 10.30 A.M. Venue : Ardra Convention Centre “Kaanchan”, 9, North Huzur Road Coimbatore- 641 018. 2 Notice is hereby given that the Sixtieth Annual General SPECIAL BUSINESS: Meeting of the Members of the Company will be held 6. To consider and if thought fit, to pass the following on Thursday the 14th day of July 2016 at 10.30 A.M. resolution as an Ordinary Resolution. at Ardra Convention Centre, Kaanchan, 9, North Huzur Road, Coimbatore – 641 018, to transact the following RESOLVED THAT pursuant to Section 196, 197, 198, business: 203, Schedule V and other applicable provisions if any of the Companies Act, 2013 read with Companies AGENDA (Appointment and Remuneration of Managerial ORDINARY BUSINESS Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time 1. To receive, consider and adopt the Audited Financial being in force) the consent of the Company be and is Statements of the Company along with Consolidated hereby accorded to the reappointment of Financial Statements for the financial year ended Sri.P.Prabakaran (DIN:01709564) as Deputy Managing 31st March, 2016 together with the Reports of the Director of the Company for a further period of three Board of Directors and Auditors thereon. (3) years with effect from 1st June, 2016 on the 2. To confirm the Interim Dividend already paid and following remuneration as recommended by the declare Final Dividend on the Equity Shares for the Nomination and Remuneration Committee, approved financial year ended 31st March, 2016. by the Audit Committee and the Board of Directors at their Meeting held on 30th April, 2016. 3. To appoint a Director in place of Sri.V.Rajvirdhan (DIN 00156787), who retires by rotation and being eligible, 1. Salary : seeks re-appointment. ` in 4. To appoint a Director in place of Sri.S.Sivakumar (DIN Lakhs PA 00016040), who retires by rotation and being eligible, Sl. Period Amount seeks re-appointment. No 5. To consider and if thought fit, to pass the following 1 2016-17 (01-06-2016 to 31-05-2017) 36.00 resolution as an Ordinary Resolution. 2 2017-18 (01-06-2017 to 31-05-2018) 40.00 “RESOLVED that pursuant to the provisions of Section 3 2018-19 (01-06-2018 to 31-05-2019) 44.00 139, 141, 142 and other applicable provisions, if any, 2. Commission: An amount equal to 0.3 % of the Net of the Companies Act, 2013 and the Rules framed Profits of the Company in each financial year thereunder, as amended from time to time, the computed in accordance with Section 198 of the appointment of Deloitte Haskins & Sells, Chartered Companies Act, 2013. Accountants (Firm’s Registration No. 008072S), as Auditors of the Company in the AGM held on 3. Other Benefits: Contribution to Provident fund / 09.07.2014 for a term of three years i.e. till the Superannuation / Gratuity as per the rules of the conclusion of the 61st Annual General Meeting (AGM), Company and this shall not be included in computation which was subject to ratification at every AGM, be of ceiling on remuneration. and is hereby ratified to hold the office from the 4. Minimum Remuneration: In the event of loss or conclusion of this AGM till the conclusion of the next inadequacy of profits in any financial year during the AGM of the Company to be held in the year 2017, at a tenure of his appointment, the remuneration payable remuneration of ` 18,00,000/- (Rupees Eighteen to the Deputy Managing Director shall be subject to Lakhs Only) which includes fees for other services the limits prescribed in Section II of Part II of Schedule rendered, plus applicable service tax and re- V of the Companies Act, 2013. imbursement of travelling and out of pocket expenses The Deputy Managing Director shall not be entitled incurred by them for the purpose of audit. to any Sitting Fee for attending the Meeting of the 3 Board of Directors or a Committee thereof. He shall recognized accordingly the Board of Directors at its not be eligible for any other benefits other than the meeting held on 30th April, 2016 and as per above. recommendation of the Nomination & Remuneration Committee at the meeting held on 25th April, 2016 RESOLVED FURTHER THAT Sri. P.Prabakaran shall be approved the re-appointment of Sri.P.Prabakaran as liable to retire by rotation and if re-appointed, the Deputy Managing Director for a further period of three same shall not be treated as break in the service as (3) years from 01st June, 2016. They have also proposed Deputy Managing Director. the remuneration as approved in the resolution which is RESOLVED FURTHER THAT the Board of Directors be in line with Schedule V of the Companies Act, 2013. and is hereby authorized to alter or vary the The draft agreement which has been approved by the component and elements of remuneration payable to Board of Directors to be entered into with the Deputy Sri.P.Prabakaran, Deputy Managing Director in such Managing Director is available for inspection by the a manner as agreed to between the Board of Directors members of the Company at the Registered Office of the and Sri. P. Prabakaran within the overall limit as set Company between 11.00 A.M. and 1.00 P.M. on any out above. working day except Saturday till the date of Annual 7. To consider and if thought fit, to pass the following General Meeting. resolution as an Ordinary Resolution. The appointment of Sri.P.Prabakaran as Deputy Managing “RESOLVED THAT pursuant to the provisions of Director of the Company and the payment of remuneration Section 148 and all other applicable provisions of the is in conformity with schedule V of the Companies Act, Companies Act, 2013 and the Companies (Audit & 2013. Auditors) Rules, 2014 (including any statutory The particulars set out above can also be treated as modification(s) or re-enactment thereof, for the time Memorandum required to be circulated to every member being in force) Dr.G.L.Sankaran, Cost Accountant, under Section 190 of the Companies Act, 2013. (Membership No.4482) appointed as Cost Auditor by the Board of Directors of the Company, to conduct Except Sri.P.Prabakaran, none of the other Directors and the audit of the cost records of the Company for the Key Managerial Personnel of the Company and their financial year ending 31st March, 2017, on a relatives is concerned or interested, financial or remuneration of ` 1,25,000 (Rupees One Lakh Twenty otherwise, in the above resolution. Five Thousand Only) (exclusive of service tax and The Board recommends the resolution for your approval. out of pocket expenses) be and is hereby ratified Item No:7 and confirmed. The Board, on the recommendation of the Audit RESOLVED FURTHER THAT the Board of Directors of Committee, has approved the appointment and the Company be and is hereby authorised to do all remuneration of Dr.G.L.Sankaran, Cost Accountant such acts, and take all such steps as may be necessary, (Membership No.4482) as Cost Auditor to conduct the proper or expedient to give effect to this resolution.” audit of the cost records of the Company for the financial EXPLANATORY STATEMENT PURSUANT TO SECTION 102 year 2016-2017.