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Directors Report of LG Balakrishnan & Bros Ltd.

Mar 31, 2019

Dear Shareholders,

THE Directors take pleasure in presenting the Sixty Third Annual Report of your Company together with the audited accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2019 as compared to the previous year is as below

The financial statements are prepared in accordance with Indian Accounting Standards (''Ind AS''). In accordance with the notification issued by Ministry Corporate Affairs, the Company had adopted Ind AS with effect from April 1, 2018.

	Consolidated		Standalone
Particulars	31.03.2019	31-03-2018	31-03-2019	31-03-2018
	('' in Lakhs)	('' in Lakhs)	('' in Lakhs)	('' in Lakhs)
TOTAL REVENUE	169,081.74	145,933.92	158,492.30	135,555.03
Profit before interest, depreciation & Tax	20,988.07	19,954.36	20,498.45	18,666.88
Less : Interest	1,125.61	1,057.14	1,041.73	978.13
Depreciation	6,805.39	5,779.47	6,397.44	5,412.75
PROFIT BEFORE TAX	13,057.07	13,117.75	13,059.28	12,276.00
Add : Exceptional Items	1,204.97	-	1,204.97	-
Less Provisions for Taxation
Current Income Tax / Mat	4,252.49	4,119.98	4,252.49	4,119.98
Deferred Tax (Credit / charge)	346.58	146.08	346.58	146.08
PROFIT AFTER TAX BEFORE SHARE IN PROFIT OF
ASSOCIATE	9,662.97	8,851.69	9,665.18	8,009.94
Add : Share in Profit of Associate	293.44	96.64	-	-
PROFIT AFTER TAX	9,956.41	8,948.33	9,665.18	8,009.94

PERFORMANCE OF THE COMPANY

On consolidated basis, revenue from operations and other income for the financial year under review were Rs. 1,69,081.74 Lakhs as against Rs. 145,933.92 Lakhs for the previous financial year registering an increase of 15.86%. The profit before tax and exceptional item was Rs.13,057.07 Lakhs and the profit after tax, after share of profit of Associate was Rs. 9,956.41 Lakhs for the financial year under review as against Rs. 13,117.75 Lakhs and Rs. 8,948.33 Lakhs, respectively for the previous financial year.

On standalone basis, revenue from operations and other income for the financial year under review were Rs.158,492.30 lakhs as against Rs. 135,555.03 Lakhs for the previous financial year registering an increase of 16.92%. The profit before tax and exceptional item was Rs.13,059.30 Lakhs and the profit after tax was Rs.

9,665.20 Lakhs for the financial year under review as against Rs. 12,276.00 Lakhs and Rs. 8,009.94 Lakhs, respectively for the previous financial year.

TRANSFER TO RESERVES

The Company has transferred an amount of '' 9500 Lakhs to the General Reserve out of the amount available for appropriations and the remaining amount of '' 5,989.37 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

Your Company has a consistent track record of dividend payment. Continuing with this trend, Directors are pleased to recommend a dividend of Rs, 5 (50%) per share of Rs, 10/- each on Equity Share Capital of the Company, subject to the approval of shareholders at the ensuing Annual General Meeting which includes Dividend Tax results in appropriation of Rs, 1892.25 Lakhs out of profits of the Company for the current year as against Rs, 1703.05 Lakhs in the previous year.

The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid in compliance with applicable provisions of the Act.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate with the Registrar and Share Transfer Agents to locate the shareholders who have not claimed their dues.

During the financial year 2018-19, the Company has transferred a sum of Rs, 6.2 Lakhs to Investor Education & Protection Fund related to 2010-11, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years. Further, the 1592 number of equity shares pertaining to such unclaimed or unpaid dividend has also been transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of Section 124(6) of the Companies Act, 2013 read with Regulation 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 30^th August, 2018 (date of last Annual General Meeting) on the website of the Company (www.lgb.co.in), as also on the Ministry of Corporate Affairs website.

SHARE CAPITAL

The paid up share capital of the Company as at 31^st March 2019 aggregates to Rs, 31,39,24,160/- comprising of 31,392,416 equity shares of Rs, 10/- each fully paid up.

During the year under review, the Company has issued and allotted 1,56,96,208 equity shares of Rs.10/- each fully paid as bonus shares to the eligible shareholders in the proportion of 1 (one) new equity share of Rs.10/-each for every 1 (one) equity share of Rs.10/- each held in the Company and complied with the provisions of the Companies Act, 2013 and Chapter XI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Detailed composition of the Board and Board Committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, number of meetings held during the year under review, attendance of each Director and other related details are set out in the Corporate Governance Report which forms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTOR & KEY MANAGERIAL PERSONNEL

Re-appointment of Managing Director

During the year under review, the Board of Directors had approved the variation in terms of appointment of Sri.P.Prabakaran (DIN.01709564) and designated him as the Managing Director of the Company with effect from 1st October, 2018 for the remaining period of his tenure and had obtained the approval of the members by way of passing a special resolution through postal ballot on 21st October, 2018 in accordance with Section 196(4) of the Companies Act, 2013. Further, the Board of Directors had approved the re-appointment of Sri.P.Prabakaran (DIN.01709564) as the Managing Director of the Company for a further period of 5 years with effect from 1st June,

2019 and had obtained the approval of the members by way of passing a special resolution through postal ballot on 21st October, 2018 in accordance with Section 196(4) of the Companies Act, 2013.

Re-appointment of Chairman and Managing Director

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, has approved the re-appointment of Sri.B.Vijayakumar as Chairman and Managing Director of the Company for a further period of 5 years with effect from January 1, 2020. The terms and conditions of his appointment, including his remuneration, are subject to the approval of the Shareholders in the ensuing Annual General Meeting.

The Board of Directors recommends the re-appointment of the Chairman and Managing Director.

Appointment of Independent Director

On recommendation of Nomination and Remuneration Committee, the Board appointed Smt. Kanchana Manavalan (Din: 07497403) and Sri.G.D.Rajkumar (00197696) as Additional Directors (Independent) with effect from January 31, 2019 & April 29, 2019 respectively with an intention to appoint them as the Independent Directors. The Company has received notice(s) from the Members under Section 160 (1) signifying their intention to propose the candidature of Smt. Kanchana Manavalan and Sri.G.D.Rajkumar for the office of Independent Directors.

The Company has also received declaration from the appointee Directors that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including statutory re-enactment thereof for the time being in force).

The Board of Directors recommends the appointment of the Independent Directors.

Independent Directors Reappointment

Sri.R.Vidhya Shankar (DIN: 00002498),Sri.V.Govindarajulu (DIN: 00016108) and Sri.P.Shanmugasundaram (DIN: 00119411) were appointed as Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 years and will hold office upto August 31, 2019. Considering their knowledge, expertise and experience in their respective fields and the substantial contribution made by these Directors during their tenure as an Independent Director since their appointment, the Nomination & Remuneration Committee and the Board has recommended the re-appointment of these Directors as Independent Directors on the Board of the Company, to hold office for the second term of five consecutive years commencing from September 01, 2019 upto August 31, 2024 and not liable to retire by rotation. The Company has received declaration from all these

Directors that they continue to fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including statutory re-enactment thereof for the time being in force).

In terms of the provisions of Section 160(1) of the Companies Act, 2013, the Company has received Notice from a Member signifying his intention to propose the candidature for the reappointment of Sri.V.Govindarajulu, Sri.P.Shanmugasundaram and Sri.R.Vidhya Shankar for the office of Independent Directors.

The Board of Directors recommends the re-appointment of the Independent Directors.

Directors liable to retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Smt.Rajsri Vijayakumar (DIN: 00018244) & Sri. P.Prabakaran (DIN:01709564), Directors being longest in the office, are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, they have offered themselves for re-appointment. Necessary resolutions for their re-appointment are included in the Notice of AGM for seeking approval of Members. The Board of Directors recommend their re-appointment for your approval.

CESSATION

Dr.T.Balaji, Independent Director of the Company resigned with effect from October 31, 2018, due to Inter-locking provisions in terms of amended Regulation 16 of SEBI (LODR) Regulations, 2015. Sri.P.Balasubramanian, Independent Director of the Company resigned with effect from January 31, 2019, due to age factor. The Board places on record its appreciation for the invaluable contributions made by them during their tenure as Independent Directors of the Company.

Other than the above, there were no change in the Board of Directors or Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Smt.Kanchana Manavalan, Sri.G.D.Rajkumar, Sri.V. Govindarajulu , Sri. P. Shanmugasundaram, and Sri. R. Vidhya Shankar

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31^st March, 2019, the Board of Directors hereby confirms that,

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) that such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and the Committees of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from Directors, covering aspects of the Board''s functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directors'' performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. Further the performance evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at www.lgb.co.in.

NOMINATION AND REMUNERATION POLICY

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management which inter-alia provides the diversity of the Board and provides the mechanism for performance evolution of the Directors and the said policy have been outlined in the Corporate Governance Report which forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed to this Report as âAnnexure - Aâ.

AUDITORS

STATUTORY AUDITORS

M/s. Suri & Co is the statutory auditor of the Company. Its report is a part of the Annual Report. Shareholders of the Company have approved appointment of M/s. Suri & Co as the statutory auditor of the Company for five years,

i.e. from the conclusion of the 61st Annual General Meeting held on August 30, 2018 until the conclusion of the 66th Annual General Meeting. Consequent to the amendments to Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

The Auditorsâ Report for the financial year 31.03.2019 does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated April 29, 2019 appointed Dr. G.L. Sankaran, Cost Accountant, as Cost Auditor of the Company for the financial year 2019-2020. The Cost Audit Report for the financial year 2018-2019 will be filed within the period stipulated under Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. M.D. Selvaraj of M/s. MDS & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2019.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2019 in Form No. MR-3 is annexed to this Report as âAnnexure Bâ.

With respect to the observation made by the Secretarial Auditor in his Report for the financial year ended March 31, 2019, your Directors wish to state that the Company has made requisite disclosure in respect of creation of pledge on 16,00,000 equity shares of Rs.10/- each under Regulation 31(1) of SEBI (Substantial acquisition of shares and takeovers) Regulations,2011 on 25th January 2019 which was within the stipulated time and the disclosure in the prescribed Form C has not been made separately on the presumption that "pledge" is not construed as "Disposal". However, the disclosure in the prescribed Form C pursuant to Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations,2015 will be submitted to the Stock Exchange.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended March 31, 2019 no Loan under Section 186 of the Companies Act, 2013 was given by the Company. In respect of investment, loan, guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2019 AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2019 and the date of the report, other than those disclosed in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure - Câ.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing

Shareholderâs value and providing an optimum risk-reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure - Dâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company http://www.lgb.co.in/pdf/ corporate social- responsibility-policy.pdf.

FIXED DEPOSITS

As at 31^st March, 2019, fixed deposits accepted by the Company from public and shareholders aggregated to '' 3868.74 Lakhs, which are within the limits prescribed under the Companies Act, 2013 and the rules framed there under.

With the notification of applicable provisions of the Companies Act, 2013 governing deposits, with effect from 1^st April, 2014, approval of shareholders was obtained by way of Special Resolution for inviting/ accepting/ renewing deposits.

The provisions of the Companies Act, 2013 also mandate that any Company inviting/ accepting/ renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your Company has obtained a credit rating âMAA-â for its fixed deposit from ICRA.

The details relating to deposits covered under Chapter V of the 2013 Act are given here under:

Rs, In Lakhs

Accepted during the year		307.76
Remained 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
a)	At the beginning of the year	3868.74
b)	Maximum during the year	3989.04
c)	At the end of the year	1727.10
The details of deposits which are not in compliance with the requirements of Chapter V of the Act		NA

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companyâs operations in future

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as âAnnexure - Eâ

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP.

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations;

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Statement containing salient features of financial statements of subsidiaries pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of The Companies (Accounts) Rules,2014 is annexed to this Report as âAnnexure Fâ in the prescribed Form AOC-I.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.lgb.co.in and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf

None of the subsidiaries are material subsidiary as per the provisions of SEBI (LODR) Regulations, 2015.

ASSOCIATE COMPANY

Your Company has a 25:75 investment agreement with M/s. Renold Holding PLC, United Kingdom under the name of M/s. Renold Chain India Private Limited. This Associate Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2018-19, JV achieved sales of '' 9822.01 Lakhs (Net of Taxes) against '' 8151 Lakhs (Net of Taxes) in 2017-18. Growth in sales and margin improvement has resulted in net profit of ''1254.97 Lakhs as against net profit of '' 613 Lakhs in 2017-18.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended March 31, 2019, no entity has become or ceased to be the subsidiary, joint venture or associate of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2019.

MANAGEMENT DISCUSSION & ANALYSIS

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

Your Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report. A certificate from Practising Company Secretary confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Companyâs equity shares continue to be listed at National Stock Exchange of India Limited and BSE Limited. We confirm that the Listing fee for the financial year

2019-2020 has been paid to them.

HUMAN RESOURCE

Your Company Firmly believes that employees are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under which were notified on 9 December 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

During the financial year 2018-19, the committee submitted itâs Annual Report as prescribed in the said Act and there was no complaint as regards of sexual harassment received by the Committee during the year.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, investors, banks, regulators, suppliers and other business associates for the support received from them during the year under review. The Directors also wish to place on record their deep sense of gratitude and appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

For and on behalf of the Board of Directors

B. VIJAYAKUMAR P. PRABAKARAN

_Coimbatore Chairman and Managing Director Managing Director

29.04.2019 DIN: 00015583 DIN : 01709564

Mar 31, 2018

DIRECTORSâ REPORT

Dear Shareholders,

The Directors take pleasure in presenting the Sixty Second Annual Report of your Company together with the audited accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2018 as compared to the previous year is as below

	Consolidated		Standalone*
Particulars	31.03.2018	31-03-2017	31-03-2018	31-03-2017
	(Rs, in Lakhs)	(Rs, in Lakhs)	(Rs, in Lakhs)	(Rs, in Lakhs)
TOTAL REVENUE	145,933.92	140,287.38	135,555.03	128,720.80
Profit before interest, depreciation & Tax	19,954.36	16,933.14	18,666.88	15,293.66
Less : Interest	1,057.14	1,449.93	978.13	1,310.79
Depreciation	5,779.47	5,282.04	5,412.75	4,935.86
PROFIT BEFORE TAX	13,117.75	10,201.17	12,276.00	9,047.01
Add : Exceptional Items	-	131.33	-	131.33
Less Provisions for Taxation
Current Income Tax / Mat	4,119.98	3,212.43	4,119.98	2,870.50
Deferred Tax (Credit / charge)	146.08	(294.91)	146.08	(297.50)
PROFIT AFTERTAX BEFORE SHARE IN PROFIT OF
ASSOCIATE	8,851.69	7 ,520.23	8,009.94	6,605.34
Add : Share in Profit of Associate	96.64	105.25	-	-
PROFIT AFTER TAX	8,948.33	7,625.48	8,009.94	6,605.34

⁴ Effective date 27.07.2018, the Company completed the merger of M/s. B.C.W. VTech India (P) Limited. Financial Year2017 has been restated considering the said merger. The appointed date of merger was April 1, 2017.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company had adopted Ind AS with effect from 1^st April, 2017 pursuant to the Ministry of Corporate Affairs notification dated 16^th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements for the year ended 31^st March, 2018 of the Company and its subsidiary were prepared with comparative data, in compliance with Ind AS.

CONSOLIDATED FINANCIALS

During the year under review, your Companyâs consolidated total revenue stood atRs, 145,933.92 Lakhs as compared to Rs, 140,287.38 Lakhs for the previous year, representing an increase of 4.02%; profit before exceptional and extraordinary items and tax stood at Rs, 13,117.75 Lakhs for the year under review as compared to Rs, 10,201.17 Lakhs for the previous year, profit after tax after share of Profit of Associate stood at Rs, 8,948.33

Lakhs as compared to Rs, 7,625.48 Lakhs for the previous year.

STANDALONE FINANCIALS

During the year under review, the Total Revenue stood at Rs, 135,555.03 Lakhs as compared to Rs, 128,720.80 Lakhs for the previous year, profit before exceptional and extraordinary items and tax stood at Rs, 12,276.00 Lakhs for the year under review as compared to Rs, 9,047.01 Lakhs for the previous year, profit for the year stood at Rs, 8,009.94 Lakhs as compared to Rs, 6,605.34 Lakhs for the previous year.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs, 7500 Lakhs to the General Reserve out of the amount available for appropriations and the remaining amount of Rs, 7,527.24 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

Your Company has a consistent track record of dividend payment. Continuing with this trend, Directors are pleased to recommend a dividend of Rs, 4.50 (45%) per share of Rs, 10/- each on Equity Share Capital of the Company which includes the bonus shares allotted, subject to the approval of shareholders at the ensuing Annual General Meeting which would result in appropriation of Rs, 1413.00 Lakhs out of profits of the Company for the current year as against Rs, 1099.00 Lakhs in the previous year.

The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid in compliance with applicable regulations.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the financial year 2017-18, the Company has transferred a sum of Rs,4.44 Lakhs to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years. Despite the reminder letters sent to each shareholder, the amount remained unclaimed and the same was transferred.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27^th July, 2017 (date of last Annual General Meeting) on the website of the Company (www.lgb.co.in), as also on the Ministry of Corporate Affairs website.

SHARE CAPITAL

The paid up share capital of the Company as at 31^st March 2018 aggregates to Rs, 15,69,62,080/- comprising of 15,696,208 equity shares ofRs, 10/- each fully paid up.

BONUS ISSUE.

The Company has issued 15,696,208 fully paid up Equity Shares of Rs, 10/- each as Bonus Shares in the ratio of 1:1 to the shareholders of the Company as on June 16, 2018 by capitalizing a sum of Rs, 156,962,080/- out of the

Securities Premium Account and General Reserve account of the Company.

AMALGAMATION / MERGER

The Hon,ble National Company Law Tribunal, Chennai Bench (NCLT) vide its order dated July 13, 2018 sanctioned the Scheme of Amalgamation of M/s. BCW VTech India Private Limited with the Company with effect from the appointed date April 1, 2017. The said order was filed with the Registrar of Companies, Coimbatore on July 27, 2018, pursuant to which the Scheme has come into effect.

Accordingly, the financial statements for the year ended March 31, 2018 have been presented giving effect to the said Amalgamation.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DECLARATION BY INDEPENDENT DIRECTORS

Our definition of âIndependenceâ of Directors is derived from Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

Sri. P. Balasubramarn''an, Sri.V. Govindarajulu Sri. P. Shanmugasundaram, Dr. T. Balaji Sri. R. Vidhya Shankar

BOARD EVALUATION

A structured questionnaire was prepared after taking into consideration inputs received from Directors, covering aspects of the Boardâs functioning such as adequacy of the Composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of the Individual Directors including the Chairman of the Board. The Directorsâ performance was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.

FAMILIARIZATION PROGRAMMES

DIRECTORS RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri. V. Rajvirdhan (DIN: 00156787) & Sri. S. Sivakumar (DIN:00016040), Directors being longest in the office, are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment. Necessary resolutions for their re-appointment are included in the Notice of AGM for seeking approval of Members. The Directors recommend their re-appointment for your approval.

A brief resume and particulars relating to them are given separately as an annexure to the AGM Notice.

KEY MANAGERIAL PERSONNEL

There were no changes in the Key Managerial Personnel during the year.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31^st March, 2018, the Board of Directors hereby confirms that,

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1)of The Companies (Management and Administration) Rules,

2014, the extract of Annual Return in Form MGT-9 is annexed to this Report as âAnnexure - Aâ.

AUDITORS

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act and Rules there under, M/s. Suri & Co, Chartered Accountants (Firm Registration No. 004283S) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 61^st Annual General Meeting, until the conclusion of 66^th Annual General Meeting and confirmed their eligibility and desire to continue as Statutory Auditors of the Company for the financial year 2018-19.

The Auditorsâ Report for the financial year 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 28^th April, 2018 appointed Dr. G.L. Sankaran, Cost Accountant, as Cost Auditor of the Company for the financial year 2018-2019. The Cost Audit Report for the financial year 2017-2018 will be filed within the period stipulated under Companies Act, 2013.

SECRETARIAL AUDIT

The Secretarial Audit Report for the Financial Year ended 31^st March, 2018 in Form No. MR-3 is annexed to this Report as âAnnexure Bâ.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended 31^st March, 2018, no Loan under section 186 of the Companies Act, 2013 was given by the Company. In respect of investment, loan, guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in FormAOC.2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2018 AND THE DATE OF THE REPORT

Honâble National Company law Tribunal, Chennai Bench vide order dated July 13, 2018 sanctioned the Scheme of Amalgamation of M/s. BCW V tech India Private Limited (Transferor Company) with M/s. L.G. Balakrishnnan & Bros Limited (Tranferee Company) pursuant to which all the assets and liabilities of the transferor Company have been vested with the Company with effect from appointed date ie., April 1, 2017.

Pursuant to the approval of the members by Postal Ballot, the Company has allotted 15,696,208 fully paid equity shares as Bonus Shares in the ratio of 1:1 to the shareholders as on June 16, 2018 and accordingly, the paid up share capital of the Company has been increased toRs, 313,924,160/CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholderâs value and providing an optimum risk-reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

FIXED DEPOSITS

As at 31^st March, 2018, fixed deposits accepted by the Company from public and shareholders aggregated to Rs, 3868.74 Lakhs, which are within the limits prescribed under the Companies Act, 2013 and the rules framed there under.

The details relating to deposits covered under Chapter V of the 2013 Act are given here under:

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companyâs operations in future

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and

Accepted during the year		142.62
Remained 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
a)	At the beginning of the year	NA
b)	Maximum during the year	NA
c)	At the end of the year	NA
The details of deposits which are not in compliance with the requirements of Chapter V of the Act		NA

Rs, In Lakhs

Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as âAnnexure - Eâ

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company has three subsidiaries viz., LGB USA INC,. (Direct Overseas Subsidiary), GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. There is One Associate Company Viz., M/s. Renold Chain India Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). On 13.07.2018, Honâable National Company Law Tribunal, Chennai has approved merger of Wholly owned Subsidiary M/s. BCW VTech India Private Ltd with the

Company and it is effective from 27.07.2018.

Statement containing salient features of financial statements of subsidiaries pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 ofThe Companies (Accounts) Rules,2014 is annexed to this Report as âAnnexure Fâ in the prescribed Form AOC-I.

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf

None of the subsidiaries are material subsidiary as per the provisions of SEBI (LODR) Regulations, 2015.

ASSOCIATE COMPANY

Your Company has a 25:75 joint venture with M/s. Renold Holding PLC, United Kingdom under the name of M/s. Renold Chain India Private Limited. This Joint Venture Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2017-18, JV achieved sales of Rs, 81.51 Crores (Net of Taxes) against Rs, 77.80 Crores (Net of Taxes) in 2016-17. Growth in sales and margin improvement has resulted in net profit of Rs, 6.13 Crores as against net profit ofRs, 1.99 Crores in 2016-17.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR

M/s. BCW V Tech India Private Limited the earstwhile wholly owned subsidiary of the Company is no longer in existence due to merger vide order dated 13.07.2018.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2018.

MANAGEMENT DISCUSSION & ANALYSIS

CORPORATE GOVERNANCE REPORT

AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report. During the year under review, the Board has accepted all the recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Companyâs equity shares continue to be listed at National Stock Exchange of India Limited and BSE Limited. We confirm that the Listing fee for the financial year 2018-2019 has been paid to them.

HUMAN RESOURSE

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

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and rules made there under which were notified on 9 December 2013.

During the financial year 2017-18, the committee submitted itâs Annual Report as prescribed in the said Act and there was no complaint as regards of sexual harassment received by the Committee during the year.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors

B. VIJAYAKUMAR P. PRABAKARAN

Coimbatore Chairman cum Managing Director Deputy Managing Director

31.07.2018 DIN: 00015583 DIN : 01709564

Mar 31, 2017

Dear Shareholders,

The Directors take pleasure in presenting the Sixty First Annual Report of your Company together with the audited accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS

The summary of the financial performance of the Company for the year ended 31st March, 2017 as compared to the previous year is as below

Particulars TOTAL REVENUE	Consolidated		Standalone
Particulars TOTAL REVENUE	31.03.2017 (Rs. in Lakhs) 129,132.02	31-03-2016 (Rs. in Lakhs) 120,922.43	31-03-2017 (Rs.in Lakhs) 117,588.19	31-03-2016 (Rs. in Lakhs) 109,427.32
Profit before interest, depreciation & Tax	16,178.80	14,159.65	14,998.88	12,994.99
Less : Interest	1,553.35	1,788.92	1,399.62	1,648.28
Depreciation	5,269.08	4,593.02	4,922.90	4,309.37
PROFIT BEFORE TAX	9,830.52	7,777.70	8,676.36	7,037.34
Less : Provisions for Taxation
Current Income Tax / Mat	3,212.42	1,090.64	2,870.50	1,090.65
Deferred Tax (Credit / charge)	(215.57)	200.99	(218.17)	201.33
Add : Exceptional items	131.33	-	131.33	-
PROFIT AFTER TAX	6,965.00	6,486.07	6,155.36	5,745.36
Add : Share in Profit of Associate	105.25	91.23	-	-
Less : Share of Profit - Minority interest	422.40	227.65	-	-
PROFIT AFTER TAX	6,647.85	6,349.65	6,155.36	5,745.36
Add : Balance brought forward	5,988.39	5,272.25	3,867.51	3,755.65
AVAILABLE FOR APPROPRIATION	12,636.24	11,621.90	10,022.87	9,501.01
APPROPRIATIONS:
1. Dividend on Equity Shares	-	941.78	-	941.78
2. Tax on Dividend	-	191.72	-	191.72
3. Transfer to General Reserve	4,500.00	4,500.00	4,500.00	4,500.00
4. Balance carried over	8,136.24	5,988.40	5,522.89	3,867.51
Total	12,636.24	11,621.90	10,022.87	9,501.01

CONSOLIDATED FINANCIALS

During the year under review, your Companyâs consolidated total revenue was Rs.1,291.32 Crores as compared to Rs.1,209.22 Crores for the previous year, representing an increase of 6.79 % and Profit before tax was Rs.98.31Crores for the year under review as compared to Rs.77.77 Crores for the previous year, Profit after tax was Rs.69.65 Crores as compared to Rs.64.86 Crores for the previous year.

STANDALONE FINANCIALS

During the year under review, the Total Revenue was Rs.1,175.88 Crores as compared to Rs.1,094.27 Crores for the previous year, profit before tax stood at Rs.86.76 Crores for the year under review as compared to Rs.70.37 Crores for the previous year, profit after tax Rs.61.55 Crores as compared to Rs.57.45 Crores for the previous year.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs.45.00 Crores to the General Reserve out of the amount available for appropriations.

DIVIDEND

Your Company has a steady dividend payment history and in line with the financial performance of the year 2017, your Directors are pleased to recommend a dividend of Rs.7/- per equity share (i.e. @ 70%) on the Equity Shares of face value of Rs.10/- each for the Financial Year ended March 31, 2017 subject to the approval of shareholders at the ensuing Annual General Meeting which would result in appropriation of Rs.10.99 Crores (including Corporate Dividend Tax of Rs.2.24 Crores) out of profits of the Company for the current year as against Rs.9.42 Crores in previous year.

The dividend if approved by the members at the forthcoming Annual General Meeting, will be paid in compliance with applicable regulations.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company have sent letters to all members whose dividend were unclaimed so as to ensure that they receive their rightful dues.

During the year, the Company transferred '' 4,88,452/to the Investor Education and Protection Fund, the amount in unpaid Dividend Account opened in 2008-09 which was due & payable and remained unclaimed and unpaid for a period of seven years as provided under Section 124(5) of the Companies Act, 2013.

The Company has uploaded the details of unpaid and unclaimed dividend lying with the Company as on 14^th July, 2016 (date of last Annual General Meeting) on the website of the Company (www.lgb.co.in), as also on the Ministry of Corporate Affairs website.

SHARE CAPITAL

The paid up share capital of the Company as at 31^st March 2017 aggregates to Rs.15,69,62,080/- comprising of 1,56,96,208 equity shares of Rs.10/- each fully paid up.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure - A.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company met 4 times during the year, details of which are given in the Corporate Governance Report which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31^st March, 2017, the Board of Directors hereby confirms that,

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Sri. P. Balasubramanian, Sri.V.Govindarajulu, Sri.P.Shanmugasundaram, Dr.T.Balaji and Sri.R.Vidhya Shankar were appointed as Independent Directors at the Annual General Meeting of the Company held on July 09, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors during the year

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters as provided under Section 178(3) of the Companies Act, 2013 have been outlined in the Corporate Governance Report which forms part of this Report.

AUDITORS STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firmâs Registration No. 008072S), Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment.

Since M/s. Deloitte Haskins & Sells, Chartered Accountants are not eligible for reappointment as Statutory Auditors of the Company as per Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of M/s. Suri & Co, Chartered Accountants (Firm Registration No. 004283S) as Statutory Auditors of the Company for a term of 5 years, in place of M/s. Deloitte Haskins & Sells, to hold office from the conclusion of 61^st Annual General Meeting until the conclusion of 66^th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. Consent and certificate from the said firm has been received to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under.

A resolution seeking their appointment forms part of the Notice convening the 61^st Annual General Meeting and the same is recommended for your consideration and approval.

The board places on record its appreciation for the contribution of M/s. Deloitte Haskins & Sells, Chartered Accountants, during their tenure as the Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 06.05.2017, appointed Dr.G.L.Sankaran, Cost Accountant, as Cost Auditor of the Company for the financial year 2017-2018. The Cost Audit Report for the financial year 2016-2017 will be filed within the period stipulated under Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, Mr. CS M.D.Selvaraj of M/s.MDS & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended 31^st March, 2017.

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - B.

OBSERVATIONS OF STATUTORY AUDITORS AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDIT REPORTS.

The Statutory Auditor report and Secretarial Audit report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year ended 31^st March, 2017, no Loan, Guarantee and Investments under section 186 of the Companies Act, 2013 was made by the Company. In respect of investment, loan, guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2017 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2017) to which this financial statements relate and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

The Company is not required to form a Risk Management Committee. The Company has developed and implemented a Risk Management procedures for identifying the risk associated with businesses of the Company and measures to be taken by including identification of elements of risk and measures to control them.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

BOARD EVALUATION

As per Section 178 of the Act and the corporate governance requirements as prescribed under the Listing Regulations, performance evaluation of the individual Directors, Chairman, Board and Committees thereof is an annual exercise. Based on the criteria set by the Nomination and Remuneration Committee, performance of Independent Directors was carried out by the Board of Directors. Independent Directors in their separate meeting evaluated the performance of non-independent Directors, including the Chairman, Board and Committees thereof. Evaluation results were discussed in the Board Meeting. The Board was satisfied with the evaluation results that reflected the overall engagement of the Directors individually, the Board and its Committees.

FAMILIARIZATION PROGRAMMES

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/ institutions on above matters.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Smt. Rajsri Vijayakumar & Sri.P. Prabakaran Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief profile of Smt. Rajsri Vijayakumar & Sri.P. Prabakaran as required under Regulation 36(3)(a) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 and as per Secretarial Standard is provided in the Notice, attached hereto.

At the Board Meeting held on August, 01 2014 Sri.B.Vijayakumar Chairman Cum Managing Director, Sri.P.Prabakaran Deputy Managing Director, Sri.N.Rengaraj Chief Financial Officer and Sri.M.Lakshmi Kanth Joshi General Manager Cum Company Secretary were designated as âKey Managerial Personnelâ of the Company pursuant to Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

FIXED DEPOSITS

As at 31^st March, 2017, fixed deposits accepted by the Company from public and shareholders aggregated to Rs.3883.34 Lakhs, which are within the limits prescribed under the Companies Act, 2013 (â2013 Actâ) and the rules framed there under.

The details relating to deposits covered under Chapter V of the 2013 Act are given here under:

Rs.In Lakhs

Accepted during the year		1609.39
Remained unpaid or unclaimed as at the end of the year		_-
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
a)	At the beginning the year	-
b)	Maximum during the year	-
c)	At the end of the year	-
The details of deposits which are not in compliance with the requirements of Chapter V of the Act

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companyâs operations in future

Adequacy of Internal Financial Controls with reference to the Financial Statements

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. Audit observation of Internal auditors and corrective actions thereon are presented to the Audit Committee of the Board to maintain its objectivity and indenpendance, the internal audit report to the Audit Committee.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has four subsidiaries viz., M/s.BCW V Tech India Private Ltd (Wholly owned Indian Subsidiary), LGB USA INC,. (Direct Overseas Subsidiary), GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. There is One Associate Company Viz., M/s. Renold Chain India Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ).

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf

None of the subsidiaries are material subsidiary as per the provisions of (LODR).

ASSOCIATE COMPANY

Your Company has a 25:75 joint venture with M/s.Renold Holding PLC, United Kingdom. under the name of M/s. Renold Chain India Private Limited. This Joint Venture Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2016-17, JV achieved sales of Rs.77.80 Crores (Net) against Rs.83.18 Crores (Net) in 2015-16 has resulted in net profit of Rs.57.97 Lakhs as against net profit of Rs.4.86 Crores in 2015-16.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31^st March, 2017, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31^st March, 2017.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the Listing Agreement with Stock Exchanges (âListing Agreementâ) Management Discussion & Analysis Report is given as Annexure - G to this report.

CORPORATE GOVERNANCE REPORT

As required under the Listing Agreement with Stock Exchanges (âListing Agreementâ) a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance Report are annexed as ANNEXURE - H to this Report.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the Section on Corporate Governance, under the head, âAudit Committeeâ for matters relating to the composition, meetings, and functions of the Committee. The Board was accepted the Audit Committee recommendations during the year whenever required, hence no disclosure required under Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Company has paid the Annual Listing Fees to the said stock exchanges for the financial year 2016-2017.

HUMAN RESOURSE

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

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment.

There was no compliant received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on 31^st March, 2017 for redressal.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank customers, vendors, stakeholders, Central and State Governments, business associates and bankers for their consistent support and cooperation to the Company. Your Directors take this opportunity to thank all the employees who have helped for sustained excellence in performance of the Company.

Finally, the Directors would like to convey their gratitude to the members for reposing their confidence and faith in the Company and its management.

By order of the Board

B. VIJAYAKUMAR P. PRABAKARAN

Coimbatore Chairman cum Managing Director Deputy Managing Director

06.05.2017 DIN: 00015583 DIN : 01709564

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Fifty Ninth Annual Report of your Company together with the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2015 as compared to the previous year is as below

Consolidated

Particulars 31.03.2015 31-03-2014 (Rs. in Lakhs) (Rs. in Lakhs)

Total Revenue 117,571.51 111,315.87

Profit before Interest, 14,447.16 13,073.20 Depreciation & Tax

Less : Interest 1,770.04 1,789.75

Depreciation 3,946.69 3,278.71

PROFIT BEFORE TAX 8,730.43 8,004.74

Less : Provisions for Taxation

Current Income Tax/MAT 2,044.06 1,674.13

Deferred Tax (Credit/Charge) 4.77 (184.35)

Add: Exceptional items 660.80 -

PROFIT AFTER TAX 7,342.40 6,514.96

Add : Share in Profit of Associate 58.04 92.63

Less : Share of Profit - 279.17 323.50 Minority interest

PROFIT AFTER TAX 7,121.27 6,284.09

Add : Balance brought forward 4,354.78 3,172.51

AVAILABLE FOR APPROPRIATION 11,476.05 9,456.60

APPROPRIATIONS:

1. Dividend on Equity Shares 1,098.74 941.78

2. Tax on Dividend 221.86 160.04

3. Transfer to General Reserves 4,883.20 4,000.0

4. Balance carried over 5,272.25 4,354.78

Total 11,476.05 9,456.60

Standalone

Particulars 31-03-2015 31-03-2014 (Rs. in Lakhs) (Rs. in Lakhs)

Total Revenue 105,110.65 99,266.30

Profit before Interest, 13,181.81 11,681.54 Depreciation & Tax

Less : Interest 1,631.84 1,691.03

Depreciation 3,733.68 3,137.12

PROFIT BEFORE TAX 7,816.29 6,853.39

Less : Provisions for Taxation

Current Income Tax/MAT 2,043.38 1,470.95

Deferred Tax (Credit/Charge) (5.89) (51.98)

Add: Exceptional items 660.80 -

PROFIT AFTER TAX 6,439.60 5,434.42

Add : Share in Profit of Associate - -

Less : Share of Profit - - - Minority interest

PROFIT AFTER TAX 6,439.60 5,434.42

Add : Balance brought forward 3,519.85 3,187.25

AVAILABLE FOR APPROPRIATION 9,959.45 8,621.67

APPROPRIATIONS:

1. Dividend on Equity Shares 1,098.74 941.78

2. Tax on Dividend 221.86 160.04

3. Transfer to General Reserves 4,883.20 4,000.00

4. Balance carried over 3,755.65 3,519.85

Total 9,959.45 8,621.67

CONSOLIDATED FINANCIALS

During the year under review, your Company's consolidated total revenue stood at Rs. 117,571.51 Lakhs as compared to Rs. 111,315.87 Lakhs for the previous year, representing an increase of 5.62%; profit before tax stood at Rs. 8,730.43 Lakhs for the year under review as compared to Rs. 8,004.74 Lakhs for the previous year, representing an increase of 9.07%; profit after tax stood at Rs. 7,342.40 Lakhs as compared to Rs. 6,514.96 Lakhs for the previous year, representing an increase of 12.70%.

STANDALONE FINANCIALS During the year under review, the Total Revenue stood at Rs. 105,110.65 Lakhs as compared to Rs. 99,266.30 Lakhs for the previous year, representing an increase of 5.89%; profit before tax stood at Rs. 7,816.29 Lakhs for the year under review as compared to Rs. 6,853.39 Lakhs for the previous year, representing an increase of 14.05%; profit after tax stood at Rs. 6,439.60 Lakhs as compared to Rs. 5,434.42 Lakhs for the previous year, representing an increase of 18.50%.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 4,883.20 Lakhs to the General Reserve out of the amount available for appropriations and the remaining amount of Rs. 3,755.65 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors have recommended a total dividend of Rs. 7 per share (70% on face value of Rs. 10/- each) which amounts to Rs. 1320.60 lakhs.

This includes interim dividend of Rs. 3.20 per equity share (32% on the face value of Rs. 10/- each) which was paid to all shareholders on 20.11.2014.

It is to be noted that the dividend is applicable on bonus shares also and dividend would be 140% on the pre bonus capital of the Company.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, an amount of Rs. 3.13 Lakhs being unclaimed dividend (2006-07) was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

SHARE CAPITAL:

During the year the Company had issued the 78,48,104 equity shares of Rs. 10/- each as bonus shares in the ratio of 1:1 (one equity share allotted for every one share held) thus increasing the paid up share capital of the Company from Rs. 7,84,81,040/- to Rs. 15,69,62,080/-, consisting of 1,56,96,208 equity shares of Rs. 10/- each on 10th July, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed as Annexure - A.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year ended 31st March, 2015, four Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended on 31st March, 2015, the Board of Directors hereby confirms that, (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.,

(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Sri.P.Balasubramanian, Sri.V.Govindarajulu, Sri.P.Shanmugasundaram, Dr.T.Balaji and Sri.R.Vidhya Shankar were appointed as Independent Directors at the Annual General Meeting of the Company held on July 09, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters as provided under Section 178(3) of the Companies Act, 2013 have been outlined in the Corporate Governance Report which forms part of this Report.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Messrs. Deloitte Haskins & Sells., Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the (Sixty First) 61st Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 30.01.2015, appointed Dr.G.L.Sankaran, Cost Accountant, as the Cost Auditor of the Company for financial year 2014-2015. The Cost Audit Report will be filed within the period stipulated under Companies Act, 2013.

In respect of financial year 2015-2016, the Board, based on the recommendation of the Audit Committee, has approved the appointment of Dr.G.L.Sankaran as the Cost Auditor of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Mr.M.D.Selvaraj of M/s.MDS & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended 31st March, 2015.

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - D.

OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDIT REPORTS.

The Statutory Auditor report and Secretarial Audit report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the year the Company has invested a sum of US $ 2,00,000 in overseas subsidiary Company ie. M/s. LGB USA INC. In respect of investment, loan, guarantee given in earlier years please refer notes to standalone financial statements.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the year under review were on an arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for the Related Party Transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website http://www.lgb.co.in/pdf/related-party- transactions-policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2015) to which this financial statements relate and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - C".

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder's value and providing an optimum risk-reward trade off. The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company during the financial year 2014-15 has undertaken projects in areas of promoting education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 114.38 lakhs and the Company has spent Rs. 116.41 lakhs during the current financial year.

The report on CSR activities is attached as Annexure - 'D' to this Report.

BOARD EVALUATION

On the advice of the Board of Directors, the Nomination and Remuneration Committee of the Board of Directors the Company formulated the criteria for the evaluation of the performance of the Board of Directors & its Committees, Independent Directors, Non-Independent Directors and the Managing Director of the Board. Based on that performance valuation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated.

FAMILIARIZATION PROGRAMMES

The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management systems of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/ institutions on above matters.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Sri.P.Prabakaran Deputy Managing Director and Smt.V.Rajsri Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee re-appointed Sri.B.Vijayakumar as Chairman Cum Managing Director of the Company for a further period of 5 years with effect from January, 1 2015. The terms and conditions of his appointment, including his remuneration, are subject to the approval of the Shareholders in the ensuing Annual General Meeting.

Brief profile of Sri.B.Vijayakumar, Sri.P.Prabakaran and Smt.V.Rajsri as required under Clause 49(VIII)(E) of the Listing Agreement is provided in the Notice, attached hereto.

At the Board Meeting held on August, 01 2014 Sri.B.Vijayakumar Chairman Cum Managing Director, Sri.P.Prabakaran Deputy Managing Director, Sri.N.Rengaraj Chief Financial Officer and Sri.M.Lakshmi Kanth Joshi General Manager Cum Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS

The Companies Act, 2013 has completely changed rules for deposits. The Company has neither accepted nor renewed any deposits during the year under review. During the year, your Company repaid all the outstanding fixed deposits from public aggregating to Rs.957.25 Lakhs. There was no deposit remaining unpaid or unclaimed as at the end of the year. The Board has decided to accept deposits subject to your approval and the same is proposed to obtain in the forthcoming Annual General Meeting under Section 73 of the Companies Act, 2013

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

No Significant and Materials orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as "Annexure - E"

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations. The Company maintains all its records in SAP System and the work flow and approvals are routed through SAP.

The Company has appointed Internal Auditors to observe the Internal Controls, whether the work flow of organization is being done through the approved policies of the Company. In every Quarter during the approval of Financial Statements, Internal Auditors will present the Internal Audit Report and Management Comments on the Internal Audit observations; and

The Board of Directors of the Company have adopted various policies like Related Party Transactions Policy, Whistle Blower Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets,the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has four subsidiaries viz., M/s.BCW V Tech India Private Ltd (Wholly owned Indian Subsidiary), LGB USA INC,. (Direct Overseas Subsidiary), GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. There is One Associate Company Viz., M/s. Renold Chain India Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Statement containing salient features of financial statements of subsidiaries pursuant to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of The Companies (Accounts) Rules,2014 is annexed to this Report as "Annexure F" in the prescribed Form AOC-I.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.lgb.co.in and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

The Company has laid down policy on Material subsidiary and the same is placed on the website http:// www.lgb.co.in/pdf/policy-on-material-subsidiaries.pdf

None of the subsidiaries are material subsidiary as per the provisions of listing agreement.

ASSOCIATE COMPANY

Your Company has a 25:75 joint venture with M/s.Renold Holding PLC, United Kingdom. under the name of M/s. Renold Chain India Private Limited. This Joint Venture Company is created with an objective to use advanced technology and know-how for production of Industrial Chains.

In Financial Year 2014-15, JV achieved sales of Rs. 89.63 Crores (Net of Taxes) against Rs. 83.79 Crores (Net of Taxes) in 2013-14, thereby showing a growth of 7%. Growth in sales and margin improvement has resulted in net profit of Rs. 3.98 Crores as against net profit of Rs. 3.71 Crores in 2013-14.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March, 2015, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As required under the Listing Agreement with Stock Exchanges ("Listing Agreement") a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Management Discussion and Analysis and Corporate Governance are annexed as Annexure - G and Annexure - H respectively to this Report.

AUDIT COMMITTEE

Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the Section on Corporate Governance, under the head, 'Audit Committee' for matters relating to the composition, meetings, and functions of the Committee. The Board was accepted the Audit Committee recommendations during the year whenever required, hence no disclosure required under section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same is explained in the Corporate Governance Report.

LISTING OF EQUITY SHARES

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Company has paid the Annual Listing Fees to the said stock exchanges for the financial year 2015-2016.

INDUSTRIAL RELATIONS

Your Company Firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and at all the units of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation of the customers, suppliers and investors for the support extended. We also gratefully acknowledge the continued assistance and co-operation extended by Government authorities, financial institutions and banks to the Company.

The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whom the growth of the Company is unattainable. Your Directors look forward to the long term future with confidence

By Order of the Board B. VIJAYAKUMAR Coimbatore Chairman cum Managing Director 30.04.2015 DIN: 00015583

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Fifty Seventh Annual Report of your Company together with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2013 as compared to the previous year is as below

Particulars 31-03-2013 31-03-2012 (Rs.in Lakhs) (Rs.in Lakhs)

Gross Income 94,062.78 90,691.64

Profit before Interest, Depreciation & Tax 9,379.93 10,392.13

Less : Interest 2,247.52 1,743.64

Depreciation 2,911.22 2,832.30

PROFIT BEFORE TAX 4,221.19 5,816.19

Less : Provisions for Taxation

Current Income Tax/MAT 796.09 1,559.54

Deferred Tax(Credit/Charge) 57.37 (95.32)

PROFIT AFTER TAX 3,367.73 4,351.97

Add : Balance brought forward 3,004.82 2,156.20

AVAILABLE FOR APPROPRIATION 6,372.55 6,508.17

APPROPRIATIONS:

1. Proposed Dividend on Equity Shares 658.63 863.30

2. Tax on Dividend 26.68 140.05

3. Transfer to General Reserves 2,500.00 2,500.00

4. Balance carried over 3,187.25 3,004.82

Total 6,372.55 6,508.17

PERFORMANCE AND OPERATIONS

The Company has been showing consistently good financial performance both in terms of turnover and profitability. During the year, the Gross Revenue from operations of your Company on standalone basis has increased by 3.72 % at '' 33.71 crore as compared to '' 906.92 crore during previous financial year 2011-12. The Profit before Tax on standalone basis stood at '' 4221.19 Lakhs as compared to '' 5816.19 Lakhs during previous year.

DIVIDEND

The Board of Directors at its meeting held on 29th January, 2013 declared interim Dividend @ '' 5.50 per equity share (55%) on the face value of '' 10/- each, which was paid to all shareholders on 15.02.2013.

We are pleased to recommend a final Dividend of 20% ('' 2.00 per share of face value of '' 10/- each for the financial year 2012-13. The final Dividend, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 1956.

The aggregate Dividend for the year will amount to '' 7.50 per share on face value of '' 10/- each) as against '' 11/- per share of (110% on the face value of '' 10/- each) declared last year.

The total cash outgo for this purpose would be '' 685.31 Lakhs (Previous Year '' 1003.34 Lakhs), which include Tax on Dividend amounting to '' 26.68 Lakhs (Previous year '' 140.05 Lakhs)

ACQUISITION

In its strategy to pursue inorganic growth for further accelerating its progress and expanding its presence in select geographies, your Company''s Foreign subsidiary LGB USA.INC, USA acquired 100% stake in GFM Corporation USA specializes in manufacturing of Precision Metal Stampings. The Company believes that acquisition of

GFM would help focussing on in-house products and upgrading marketing and sales functions in the important market of USA.

SUBSIDIARY COMPANIES

As on March 31, 2013, the Company has 2 subsidiaries. M/s.BCW V Tech India Private Limited, wholly - owned subsidiary & LGB USA INC.

Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 forms part of this Annual Report. Information pertaining to performance / financials of subsidiary Companies is disclosed in the Consolidated Financial Statements.

Pursuant to Section 212(8) of the Companies Act, 1956, the Government of India vide its Circular No. 2/2011 dated 08th February 2011 granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the Balance Sheet and Profit & Loss Account and other documents of its Subsidiaries and hence the same have not been attached to your Company''s Accounts for the year ended 31st March, 2013.

However these documents will be made available upon request to any investor of the Company and shall be kept for inspection at the Registered Office of the Company. LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2013-2014 have been paid to them well before the due date i.e. April 30, 2013. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2013-2014.

PUBLIC DEPOSITS

The amount of fixed deposits available with the Company as on 31st March 2013 is '' 990.00 Lakhs.

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Company''s Scheme.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Sri. V. Govindarajulu, Sri. S. Sivakumar and Sri. R. Vidhya

Shankar are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with the Practicing Company Secretary''s Certificate thereon and a Management Discussion and Analysis Report are attached and forms part of this report.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 1956, an amount of '' 2.18 Lakhs being unclaimed Dividend (2004-05) was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

AUDITORS

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

COST AUDIT

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit for the Company. Based on recommendations of the Audit Committee and subject to approval of the Central Government, Mr. G.L. Sankaran, Cost Accountant, Coimbatore has been appointed as Cost Auditor for the year. The relevant cost audit report for the financial year 2011-12 has been filed.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

INDUSTRIAL RELATIONS

Your Company firmly believes that people are its most valued resource and their efficiency plays a key role in achieving defined goals and building a competitive work environment. In its pursuit to attract, retain and develop best available talents, several programmes are regularly conducted at various levels across the Company. Employee relations continued to be cordial and harmonious across all levels and all the units of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company continued to support causes of public utility both directly and indirectly in the field of education, medical relief, relief of poverty and promotion of sports.

ADDITIONAL DISCLOSURES

Management Discussion and Analysis Report, Corporate Governance Report, Segment Report, and Related Party Disclosures provided elsewhere in the Annual Report forms a part of this Report as required under the Listing Agreement entered into with the Stock Exchanges

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of

Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date.

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts have been prepared on going concern basis.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks all our customers, suppliers and investors for their continued support. We also gratefully acknowledge the continued assistance and co-operation extended by Government authorities, financial institutions and banks to the Company. The Board expresses its appreciation for the dedication and commitment extended by its employees and their contribution to the growth and progress of the Company.

By Order of the Board

Coimbatore B. VIJAYAKUMAR

30.04.2013 Chairman cum Managing Director

Mar 31, 2011

The Directors take pleasure in presenting the 55Ã Annual Report of your Company together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The summary of the financiat performance of the Company for the year ended 31st March, 2011 as compared to the previous year is given as below :

Particulars 31-03-2011 31-03-2010 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before interest, depreciation & Tax 8794.57 7904.73

Less : Interest, 1520.42 2058.70

Depreciation 2544.57 2171.49

Profit Before Tax 4729.58 3674.54

Less : Provisions for Taxation

Current Income Tax/MAT 945.40 621.87

Less: MAT Credit Entitlement 210.46 734.94 530.45 91.42

Income Tax related to earlier year 207.04 46.41

Deferred Tax(Credit/Charge) (792.90) 1053.20

Profit After Tax 4580.50 2483.51

Add : Balance brought forward 1487.83 1139.73

Available for appropriation 6068.33 3623.24

APPROPRIATIONS:

Proposed Dividend on Equity Shares 784.81 510.13

1. Tax on Dividend 127.32 84.73

2. Transfer to General Reserves 3000.00 1540.55

3. Balance carried over 2156.20 1487.83

Total 6068.33 3623.24

DIVIDEND

Your Directors are glad to inform you that our Company has continued to ascend further heights in its performance. The Company has achieved a turnover of Rs.709.52 Crores and has registered a net profit of Rs.45.81 Crores. This reflects a growth of 29% in turnover and Profit.

The Board is pleased to recommend a dividend of Rs.10/- per Equity Share i.e. 100% on face value of Equity Share of Rs.10/- each for the year ended 31st March 2011.

The total cash outgo for this purpose would be Rs.912.13 Lakhs (previous year Rs.594.86 Lakhs), which includes Tax on Dividend amounting to Rs.127.32 Lakhs (last year Rs.84.73 Lakhs).

The Registrar of Members and the Share Transfer Books shall remain closed from 06.06.2011 to 15.06.2011 (both days inclusive) for the purpose of Annual General Meeting and Payment of Dividend.

PERFORMANCE AND OPERATIONS

The Automotive market is buoyant and the demand for your Companys products have been good. We expect this demand not only to continue but also to increase. Accordingly your Company has invested almost Rs.67.27 Crores in the last financial year and has plans to invest a further sum of Rs.35 Crores in the current fiscal.

These investments have been made for a) Capacity increase b) Quality improvements c) Automation and as well as d) Productivity improvements.

The Company has in the last 12 months added 5 manufacturing facilities each at Manesar, Rudrapur, Kadathur and two at Annur to enhance and serve our customers better.

The focus on quality and qualitative production has created a strong preference for our Companys products and the Company is confident of repeating / improving our turnover and profitability.

WHOLLY OWNED SUBSIDIARY COMPANY

In terms of Section 4(1 )(c) of the Companies Act, 1956, M/s. BCW VTech India Private Limited becomes a wholly owned subsidiary of the Company in which it holds 100% of the Equity Shares as on 31st March, 2011.

Pursuant to Section 212(8) of the Companies Act, 1956, the Government of India vide its Circular No. 2/2011 dated 08th February 2011 granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the Balance Sheet and Profit & Loss Account and other documents of its Subsidiaries and hence the same have not been attached to your Companys Accounts for the year ended 31st March, 2011.

However these documents will be made available upon request to any investor of the Company and shall be kept for inspection at the Registered Office of the Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2011-2012 have been paid to them well before the due date i.e. April 30, 2011. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2011-2012.

PUBLIC DEPOSITS

The amount of fixed deposits available with the Company as on 31st March, 2011 is Rs.598.45 Lakhs.

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Companys scheme.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Sri. V. Govindarajulu and Sri. S. Sivakumar are liable to retire by rotation and are eligible for re-appointment.

Sri. V. Rajvirdhan and Dr. T. Balaji joined the Board as Additional Directors and will hold office till the ensuing Annual General Meeting.

A brief resume, expertise, shareholding in the Company and details of other Directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

In terms of Section 205 C of the Companies Act, 1956, an amount of Rs.2.64 Lakhs being unclaimed dividend (2002-03) was transferred during the year to the Investors Education and Protection Fund established by the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

AUDITORS

The Auditors, M/s Deloitte, Haskins & Sells, Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date.

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts have been prepared on going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record that your Companys success has been a result of enduring dedication, commitment and hard work of employees at all levels. Your Directors would also like to express their gratitude to the customers, suppliers, business associates, financial institutions, banks and various agencies of Central & State Government for their support. Your Directors would also like to thank all the stakeholders of the Company for their continued confidence in the Company.

By Order of the Board Coimbatore B. VIJAYAKUMAR

29.04.2011 Chairman Cum Managing Director

Mar 31, 2010

The Directors take pleasure in presenting the 54th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended March 31, 2010 is summarized below :

Particulars 31-03-2010 31-03-2009 (Rs. in Lakhs) (Rs. in Lakhs) Profit before Interest, Depreciation & Tax 7904.73 5975.60 Less:Interest 2058.70 2469.35 Depreciation 2171.49 2069.10 Profit Before Tax and Extra Ordinary items 3674.54 1437.15 Add : Exceptional Items - 3064.47 Profit Before Tax 3674.54 4501.62 Less : Provisions for Taxation Current Income Tax / Mat 621.87 Less : Mat Credit Entitlement 530.45 91.42 710.00 Income Tax related to earlier year 46.41 - Deferred Tax (Credit) / Charge 1053.20 (162.70) Fringe Benefit Tax - 40.00 Profit After Tax 2483.51 3914.32 Add : Balance brought forward 1139.73 3153.14 Amount Available for appropriation 3623.24 7067.46

APPROPRIATIONS:

1. Proposed Dividend on Equity Shares 510.13 470.89 2. Tax on Dividend 84.73 80.03 3. Transfer to General Reserves 1540.55 5376.81 4. Balance carried over 1487.83 1139.73 3623.24 7067.46

PERFORMANCE AND OPERATIONS REVIEW

Your Company has concluded yet another year of sustained growth with significant Improvements all-round. During the year under review, the sales turnover has increased from Rs.50760.09 Lakhs in the previous financial year to Rs.55237.90 Lakhs. This represents overall growth rate of 8.82% over the previous year. The profit before tax and extraordinary items for the year was Rs.3674.56 Lakhs as against Rs. 1437.15 Lakhs in the previous year showing a growth of 155% over previous year. The profit after tax and adjustments for the year had been Rs.2483.51 Lakhs as against Rs.3914.32 Lakhs in the previous year.

QUALITY

The Company continues to attach great importance in the Quality of its products and its pursuit for perfection in this direction is an on going process. The Company is aware of the need to globalize its business and as an integral part of this goal, concentrates its efforts towards conducting training programme on quality aspects for personnel from the various departments of the Company, thereby enabling the Company to confirm to international standards or quality and making its products readily acceptable in the international markets.

DIVIDEND

The Board is pleased to recommend a dividend of Rs. 6.50 /- per equity share i.e. 65% on face value of equity share of Rs. 10/- each for the year ended 31st March 2010.

The total cash outgo for this purpose would be Rs. 594.86 Lakhs (previous year Rs.550.92 Lakhs), which includes Tax on Dividend amounting to Rs. 84.73 Lakhs (last year Rs. 80.03 Lakhs).

The Registrar of Members and the Share Transfer Books shall remain closed from 08-06-2010 to 14-06-2010 both days inclusive for the purpose of Annual General Meeting and Payment of Dividend.

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Share Capital of your Company was changed by allotment of 6 (Six) Equity shares of Re.1/- each, on preferential basis to M/s. L. G. Sports Limited belonging to Promoter & Promoter Group to mitigate the problem arising due to the consolidation of Equity Shares from Re.1/- each to Rs.10/- each. And the capital of the Company has been changed from 78481040 of Re.1/- each to 7848104 of Rs.10/-

WHOLLY OWNED SUBSIDIARY COMPANY

In terms of Section 4(1 )(c) of the Companies Act, 1956, M/s.BCW V Tech India Private Limited becomes a wholly owned subsidiary of the Company in which it holds 100% of the Equity Shares as on 31st March, 2010. As required under Section 212 of the Companies Act, 1956 the Balance Sheet, Profit ft Loss Account and the reports of the Board of Directors and Auditors of M/s.BCW V Tech India Private Limited have been attached to the Balance Sheet of your Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2010-2011 have been paid to them well before the due date i.e. April 30, 2010. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2010-11.

PUBLIC DEPOSITS:

The amount of fixed deposits available with the Company as on 31st March, 2010 is Rs.125.99 Lakhs.

There were no failure to make repayment of Fixed Deposits on maturity, on the fulfillment of the terms and conditions of your Companys scheme.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Smt. Rajsri Vijayakumar and Sri. R. Vidhya Shankar are liable to retire by rotation and are eligible for re-appointment.

A brief resume, expertise, shareholding in the Company and details of other directorships of these Directors as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205 C of the Companies Act, 1956, an amount of Rs.1.85 Lakhs being unclaimed dividend (2001 -02)was transferred during the year to the Investor Education and Protection Fund established by the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

AUDITORS:

The Auditors, M/s Deloitte, Haskins & Sells, Chartered Accountants, Coimbatore retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a Certificate

from the Auditors to the effect that their appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

INDUSTRIAL RELATIONS:

Industrial relations have remained cordial throughout the year in the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure, which forms a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date.

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- that the annual accounts have been prepared on going concern basis.

ACKNOWLEDGEMENT:

Your Directors wish to place on record that your Companys success has been a result of enduring dedication, commitment and hard work of employees, suppliers, financial institutions, banks and most important our customers, who have extended their engineering umbrella in order to allow us to excel in our field. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board Coimbatore B. VIJAYAKUMAR 29.04.2010 Chairman Cum Managing Director

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