l g balakrishnan bros ltd Directors report

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting their Sixty Seventh (67th) Annual Report on the business and operations, along with the audited Financial Statements of your Company (standalone and consolidated), for the year ended March 31, 2023.

FINANCIAL RESULTS

The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended March 31, 2023, in comparison with the previous Financial Year ended March 31, 2022, are summarized below:

Particulars	Consolidated		Standalone
	31.03.2023 (Rs. in Lakhs)	31.03.2022 (Rs. in Lakhs)	31.03.2023 (Rs. in Lakhs)	31.03.2022 (Rs. in Lakhs)
TOTAL INCOME	2,22,554.84	2,11,412.90	2,10,822.36	2,01,771.53
Profit before interest, depreciation & Tax	40,608.37	40,051.76	39,475.15	38,753.19
Less : Interest	660.39	835.98	602.60	788.13
Depreciation	7,946.79	8,321.81	7,355.42	7,734.22
PROFIT BEFORE TAX	32,001.19	30,893.97	31,517.13	30,230.84
Add : Exceptional items	2,029.48	2,273.75	2,029.48	2,273.75
Less : Provisions for Taxation
Current Income Tax / MAT	8,705.75	8,741.88	8,684.91	8,741.88
Current tax expenses relating to previous year	-	307.46	-	307.46
Deferred Tax (Credit / charge)	92.12	(455.79)	92.12	(455.79)
PROFIT AFTER TAX	25,232.80	24,574.17	24,769.58	23,911.04

REVIEW OF OPERATIONS:

The Highlights of the Companys performance (Consolidated) for the year ended March 31, 2023, are as under:

On consolidated basis, revenue from operations and other income for the Financial Year under review were 2,22,554.84 Lakhs as against 2,11,412.90 Lakhs for the previous Financial Year registering an increase of 5.27%. The profit before tax and exceptional item was 32,001.19 Lakhs and the profit after tax, was 25,232.80 Lakhs for the Financial Year under review as against 30,893.97 Lakhs and 24,574.17 Lakhs, respectively for the previous Financial Year.

The Highlights of the Companys performance (Standalone) for the year ended March 31, 2023, are as under:

On standalone basis, revenue from operations and other income for the Financial Year under review were 2,10,822.36 lakhs as against 2,01,771.53 Lakhs for the previous Financial Year registering an increase of 4.48%. The profit before tax and exceptional item was 31,517.13 Lakhs and the profit after tax, was 24,769.58 Lakhs for the Financial Year under review as against 30,230.84 Lakhs and 23,911.04 Lakhs, respectively for the previous Financial Year.

TRANSFER TO RESERVES

The Company has transferred an amount of 20,000 Lakhs to the General Reserves out of the amount available for appropriations and the remaining amount of 10,851.47 Lakhs has been retained in the Surplus in Profit and Loss Account.

DIVIDEND

Based on Companys Performance and in terms of Dividend Distribution Policy of the Company, the Board of Directors in its meeting held on April 29, 2023, has recommended a dividend of 16/- (i.e., 160%) per equity share having face value of 10/- each amounting to 5,022.79 Lakhs for the Financial Year ended March 31, 2023, subject to the approval of the Members at the ensuing Annual General Meeting (‘AGM) of the Company. The Dividend, if approved, will be paid to all those Members whose names appears in the Register of Member as on the record date i.e. 18th September, 2023.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax Act, 1961.

According to Regulation 43A of the Listing Regulations, the top 1000 listed entities based on market capitalization, calculated as on 31st March of every Financial Year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a weblink shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link https://www.lsb.co.in/wp-content/uploads/2021/09/LGB-Dividend-Distribution-Policy.pdf

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend which remained unclaimed for a period of 7 years in respect of the Financial Year 2015-2016 (2nd Interim) along with 4737 shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company, https://www.lgb.co.in/investor-relations/transfer-of-shares-to-iepf/

SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2023 was 47,00,00,000/- comprising of 4,70,00,000 equity shares of 10/- each. The issued, subscribed and paid-up equity share capital as on 31st March 2023, was 31,39,24,160/- comprising of 3,13,92,416 equity shares of 10/- each.

There was no public issue, rights issue, bonus issue or preferential issue, etc., during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares, neither has it granted any employee stock options nor issued any convertible securities.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board has met 4 times during the Financial Year 2022-23. The details of the meetings of the Board and Committees thereof are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

INDEPENDENT DIRECTORS Meeting

The Independent Directors have met on February 25, 2023, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to perform their duties effectively and reasonably.

COMPLIANCE WITH 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).

DIRECTORS & KEY MANAGERIAL PERSONNEL

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. B. Vijayakumar (DIN: 00015583), Executive Chairman and Smt. Rajsri Vijayakumar (DIN:00018244), Director, being longest in the office, are liable to retire by rotation at the ensuing Annual General Meeting of the Company in terms of the Articles of Association and being eligible, they have offered themselves for reappointment. Necessary agenda for their re- appointment are included in the Notice of AGM for seeking the approval of Members. The Board of Directors recommend their re-appointment.

During the year, based on the recommendation of Nomination and Remuneration committee and the approval of the Audit Committee and the Board of Directors, the Shareholders of the Company has approved the following changes by means of passing necessary special / ordinary resolution(s), as applicable, through postal ballot means on December 18, 2022:

a. Sri. B. Vijayakumar (DIN: 00015583), who was Chairman and Managing Director (Promoter) of the Company and who had expressed his desire to step-down as Managing Director and who will attain the age of 70 years on January 22, 2023, was re-designated as "Executive Chairman" of the Company for the remaining period of his current tenure and approved the variation in the terms of payment of remuneration to him, effective from January 01, 2023. (Special Resolution)

b. Approved the variation in the terms of payment of remuneration to Sri.P.Prabakaran (DIN.01709564), Managing Director of the Company for the remaining period of his tenure, effective from January 01, 2023. (Ordinary Resolution)

c. Sri. Rajiv Parthasarathy (DIN: 02495329), who was already the Whole-time Director (designated as "Senior Vice President - Operations"), was re-designated as "Executive Director" of the Company for the remaining period of his current tenure and approved the variation in the terms of payment of remuneration to him, effective from January 01, 2023. (Special Resolution)

Other than the above, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are as given herein below:

Sri. B. Vijayakumar (DIN: 00015583)	Executive Chairman
Sri. P. Prabakaran (DIN: 01709564)	Managing Director
Sri. Rajiv Parthasarathy (DIN: 02495329)	Executive Director
Sri. N. Rengaraj	Chief Financial Officer
Sri. M. Lakshmi Kanth Joshi	Senior General Manager (Legal) & Company Secretary.

During the year under review, there has no change in Key Managerial Personnel, except the changes mentioned herein above.

INDEPENDENT DIRECTORS DECLARATION

All the Independent Directors have given declaration to the effect that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with applicable Schedule and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 and its corrigendum, effective from 1st January, 2022 and that their name is included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING The PROFICIENCY) OF The INDEPENDENT DIRECTORS APPOINTED DURING The YEAR

The Board of Directors have evaluated the Independent Directors during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the Financial Year ended March 31,2023, the applicable accounting standards have been followed and there are no material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2023 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis.

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

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

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The Board has made a formal annual evaluation of its own performance and its Committees and of every Individual Directors including the Independent Directors of the Company. The Boards own performance was evaluated based on the criteria like structure, governance, dynamics and functioning and review of operations, financials, internal controls etc.

The performance of the Individual Directors including Independent Directors were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board. Further, the Independent Directors, at their separate meeting held during the year 2022-23, has evaluated the performance of the Board as a whole, its Chairman and Non-Executive Non-Independent Directors and other items as stipulated under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committees of the Board were evaluated based on the terms of reference specified by the Board to the said Committee, frequency and effectiveness of Committee meetings, quality of relationship of the Committee and the Management etc. The Board of Directors were satisfied with the evaluation process which ensured that the performance of the Board, its Committees, Individual Directors including Independent Directors adheres to their applicable criteria.

NOMINATION AND REMUNERATION POLICY

Based on the recommendation of the Nomination and Remuneration Committee, the Company has formulated and adopted the Nomination and Remuneration Policy (‘NRC Policy) which inter alia provides the criteria for selection and appointment of Directors, Senior Management, evaluation of the performance of the Directors / Key Managerial Personnel / Senior Management and the remuneration payable to them in accordance with the provisions of the Act read with the relevant Rules issued thereunder and the Listing Regulations. The NRC Policy of the Company can also be accessed on the Companys website at https://www.lsb.co.in/wp-content/uploads/2022/07/Nomination-Remuneration-Policy.pdf. The salient

features of the NRC Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the FY 2022-23 is available on the Companys website and can be accessed at https://www.lgb.co.in/investor-relations/annual-return-mgt-7/

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company, at their 66th Annual General Meeting (‘66th AGM) held on August 25, 2022, had approved the re-appointment of M/s. Suri & Co, Chartered Accountants (Firm Registration No. 004283S), as the Statutory Auditors of the Company to hold such office for a Second Term of Five consecutive years from the conclusion of 66th AGM till the conclusion of 71st AGM. Accordingly, no resolution for appointment of statutory auditors is included in the Notice convening the 67th Annual General Meeting.

M/s. Suri & Co, Chartered Accountants have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. The Company has also obtained necessary consent under Section 139 and eligibility certificate under Section 141 from the Statutory Auditors to the effect that their appointment is in conformity with the provisions of the Companies Act, 2013.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

The Report given by M/s. Suri & Co on the Financial Statements of your Company for the Financial Year 2023 is part of the Annual Report. The Notes on the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

details IN RESPECT OF frauds reported BY auditors under SECTION 143(12) OF the companies act, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year, the Auditors had not identified or reported any instances of fraud under Section 143 (12) of the Act.

COST AUDITOR & MAINTENANCE OF COST RECORDS

The Company has made and maintained cost records as prescribed by the Central Government under Section 148 of the Companies Act, 2013. In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company had re-appointed Dr.G.L. Sankaran (Membership No.4482), Cost Accountant as the Cost Auditor to conduct an audit of the cost records of the Company for the year 2023-2024 and the remuneration payable to him, subject to ratification by the Members by means of passing an Ordinary Resolution. As required under the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, necessary ordinary resolution seeking Members ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the 67th Annual General Meeting of the Company.

Further, the Cost Audit Report for the Financial Year 2022-2023 will be filed with the Central Government in the prescribed form within the period stipulated under the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013, the Company has obtained Secretarial Audit Report in the prescribed Form MR-3 from Mr. M. D. Selvaraj (FCS: 960 / COP: 411), Managing Partner of M/s. MDS & Associates LLP (ICSI Peer Review No.3030/2023), Company Secretaries, Coimbatore for the Financial Year ended 31st March, 2023 and the same is annexed herewith as ‘Annexure - A to this Report. With respect to the observations of the Secretarial Auditor of the Company in his report, your Directors wish to state that necessary steps has been initiated to ensure compliance with all applicable statutory requirements.

Further, the Board of Directors has appointed M/s. MDS & Associates LLP (ICSI Peer Review No.3030/2023), Company Secretaries, Coimbatore as Secretarial Auditors to carry out the Secretarial Audit for the Financial Year 2023-24 pursuant to Section 204 of the Companies Act, 2013 read with the relevant Rules made thereunder and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the Financial Year ended March 31, 2023, no loan or guarantee or security falling under Section 186 of the Companies Act, 2013 were given by the Company. The details of the investments made during the year under review and the investments made in earlier years in compliance with Section 186 of the Act has been disclosed under the relevant notes to standalone Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements / transactions made by the Company with its related parties during the Financial Year under review were on arms length basis and in the ordinary course of business and were approved by the Audit Committee. Further, during the reporting period, the Company has not entered into any contract / arrangement/ transaction with any related party which could be considered material in accordance with the Companys Policy on Related Party Transactions, read with the Listing Regulations and accordingly, the disclosure of material related party transactions in Form AOC-2 is not applicable. However, the details of all transactions with related parties have been disclosed in Notes to the Standalone Financial Statement forming an integral part of this Annual Report.

Further, the Company has formulated a policy on related party transactions for identification and monitoring of such transactions. The Policy on related party transactions as recommended by the Audit Committee and approved by the Board can be accessed on the Companys website at https://www.l3b.co.in/wp-content/uploads/2023/08/ Policy-on-Materiality-of-Related-Party-Transaction-and-Dealins-with-Related-Party-Transaction.pdf

COVID-19

Apart from the protocols mandated by the Government in relation to maintaining safe working environment amidst COVID-19 pandemic, your Company was instrumental in conducting vaccination drive and continued collaboration with governmental authorities in getting its employees vaccinated. The vaccination drive has immensely helped in reducing the risk on the campus. Amongst a host of other mandatory protocols, your Company actively engaged the employees by, imparting wellness training and awareness to all employees about "Dos and Donts"; awareness board on the COVID-19 information across the premises; building new protocols for third party entering & exiting out of the campus; regular monitoring of health status of each infected employee & their family Members; "Work from Home" facility for eligible employees to reduce footfalls on the campus/ obviate risks for all; cross functional team headed by the Plant Manager and EHS to review and monitor the systems and their adequacy from time to time.

MATERIAL CHANGES AND COMMITMENTS OCCURRED, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF REPORT

There have been no material changes and commitments, which affect the financial position of the Company, having occurred since the end of the year and till the date of Report.

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

The information on conservation of energy and technology absorption stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in "ANNEXURE - B" forming part of this report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which covers the risk Management approach of the Company and includes collective identification of risks impacting the Companys business and documents their process of identification, mitigation and optimization of such risks. The Company has constituted a Risk Management Committee in accordance with Regulation 21 of the Listing Regulations. The Risk Management Policy adopted by the Company is available on the website of the Company and can be accessed through the following weblink: https://www.lsb.co.in/wp-content/uploads/2021/08/risk-manasement-policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act, the Company has constituted a Corporate Social Responsibility Committee and has adopted a Corporate Social Responsibility Policy. The requisite information has also been provided in the Corporate Governance Report forming part of this Directors Report. The CSR policy is available on the website of the Company at https://www.lsb.co.in/wp-content/uploads/2022/07/Corporate-Social-Responsibility-Policy.pdf.

The annual report on CSR activities as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as ANNEXURE - C to this report.

FIXED DEPOSITS

As of 31st March 2023, the fixed deposits accepted by the Company from public and shareholders aggregated to 1,396.15 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 1st April 2014, the approval of shareholders was obtained by the Company by way of Special Resolution at the Annual General Meeting held on 10.09.2015 for inviting/ accepting/ renewing deposits from Members and public.

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 "ICRA "AA"(stable) for its fixed deposit from ICRA.

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

Amount of deposits as on 01.04.2022	1605.82
Deposits accepted during the year	48.50
Deposits repaid during the year	258.17
Amount of deposits as on 31.03.2023	1396.15
a. At the beginning of the year	1605.82
b. Maximum during the year	1629.57
c. At the end of the year	1396.15
Deposits remaining 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
The details of deposits which are not in compliance with the requirements of Chapter V of the Act	Nil

In accordance with Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014, the monies received from the Directors, if any, has been disclosed under relevant notes to the Financial Statements.

significant and material orders passed by the regulators or courts or tribunals impacting the going CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any onetime settlement during the Financial Year 2022-23 with Banks or Financial Institution and hence, the disclosure under this clause is not applicable.

SETTING UP OF NEW MANUFACTURING PLANT AT ADDITIONAL BULTIBORI MIDC INDUSTRIAL AREA-NAGPUR FOR MANUFACUTING OF POWER TRANSMISSION CHAINS AND RELATED PRODUCTS FOR AUTO AND INDUSTRIAL APPLICATION UNDER MEGA PROJECT SCHEME.

During the year under review, the Company has commenced construction of Factory on the allotment of Land at Additional Bultibori MIDC Industrial Area Nagpur for establishment of New Manufacturing Plant for manufacturing of Power Transmission Chains and related Products for Auto and Industrial Application under MEGA Project Scheme. The commercial production in the new plant will start in Q3-Q4 of the FY 2023-2024.

ON-GOING ACQUISITION OF RSAL STEEL PRIVATE LIMITED

The Company has filed the Resolution Plan, dated 20th November 2020, as last revised on 29th March 2021, ("Resolution Plan") for acquisition of RSAL Steels Private Limited (RSAL) a Company currently undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code 2016 (IBC) and the Committee of Creditor of RSAL (CoC) unanimously approved the Resolution Plan by 100% on 7th May 2021 and pursuant to the approval of the Resolution Plan by the COC, the Company has filed an application bearing reference IA No 1240 of 2021 on 13th May 2021 for the approval of the Resolution Plan by Honble National Company Law Tribunal Mumbai and the same is pending.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control systems in place which are supplemented by an extensive Internal Audit Program conducted by an Independent Professional Agency. The Internal Control system is designed to ensure that all financial and other records are reliable for preparing Financial Statements and for maintaining accountability of Assets. During the Financial Year, such controls were tested and no reportable material deficiency in controls were observed.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc., as stipulated under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as ANNEXURE-D to this Report.

Further, a statement showing the names and other particulars of top ten employees in terms of remuneration drawn and of employees drawing remuneration in excess of the limits required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Financial Control systems in place which are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to identify and help mitigate risk and improve the Companys overall internal controls and to ensure that all financial and other records are reliable for preparing Financial Statements and for maintaining accountability of assets. During the Financial Year, such controls were tested and no reportable material deficiency in controls were observed. Internal Financial Controls are evaluated, and Internal Auditors Reports are regularly reviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013 ("the Act") is annexed with the Independent Auditors Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2023, the Company has three subsidiaries viz., LGB USA INC, (Direct Overseas Subsidiary), GFM Acquisition LLC and GFM LLC (Step down overseas subsidiaries) in USA. The Company does not have any joint ventures or associate companies during the reporting period.

ACCOUNTS OF SUBSIDIARIES

In accordance with Section 129(3) of the Act read with rules made thereunder, a statement containing salient features of the financial position of Subsidiaries is given in Form AOC-1 attached as an "ANNEXURE E" forming integral part of this Report. As required under Section 134 of the Act, the said form also highlights performance of the subsidiaries.

Further, in accordance to the provisions of Section 136(1) of the Act, the Annual Report of the Company, containing therein audited Financial Statements of the Company and also the Financial Statements of subsidiary Company have been placed on the website of the Company at

https://www.lsb.co.in/wp-content/uploads/2023/08/Subsidiary-Financials-2022.pdf

The Company has laid down policy on material subsidiary and the same is placed on the website https://www.lgb.co.in/wp-content/uploads/2021/08/policy-for-determining-material-subsidiaries.pdf None of the subsidiaries are material subsidiary for the financial year ended 31st March 2023 as per the provisions of SEBI (LODR) Regulations, 2015.

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 2023. management DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report as ANNEXURE - F.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the corporate governance requirements as set out by the SEBI. The Company has also implemented several best governance practices. A detailed Corporate Governance Report ("CG Report") as stipulated under Regulation 34(3) read with Part C of Schedule V of the Listing Regulations is forming part of this Annual Report. The requisite certificate from Mr. M. D. Selvaraj (FCS: 960 / COP: 411), Managing Partner of M/s. MDS & Associates LLP (ICSI Peer Review No.3030/2023), Company Secretaries, Coimbatore confirming compliance with the conditions of corporate governance is attached to the CG Report as "ANNEXURE G".

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 and other requisite information 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

The Company has adopted a Whistle Blower Policy and Vigil Mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Companys Code of Conduct, including providing adequate safeguards against victimisation. Further, it is stated that the Company has provided direct access to the Chairman of the Audit Committee under the whistle blower mechanism.

During the Financial Year 2022-23, no case was reported under Whistle Blower Policy of the Company. The details of the Whistle Blower Policy have been disclosed in the Corporate Governance Report and the same is available on the website of the Company at: https://www.lgb.co.in/wp-content/uploads/2021/08/whistle-blower-policy.pdf

LISTING OF EQUITY Shares

The Companys Equity Shares continue to be listed at National Stock Exchange of India Limited and BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Directors Report. We confirm that the Listing fee for the Financial Year 2023-2024 has been paid to them.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant SEBI Circulars, a new reporting requirement on ESG Parameters were prescribed under "Business

Responsibility and Sustainability Reporting" ("BRSR"). The BRSR seeks disclosure on the performance of the Company against the nine principles of the "National Guidelines on Responsible Business Conduct" (‘NGRBCs).

As per the SEBI Circulars, effective from the Financial Year 2022-23, filing of BRSR is mandatory for the top 1,000 listed companies by market capitalisation. Accordingly, the "Business Responsibility and Sustainability Report" of the Company is annexed as ANNEXURE H and forms an integral part of the Annual Report.

HUMAN RESOURCE

We believe that the human resource forms the key factor in leading organizational success and thereby, we consider our employees to be our most valued asset. LGB provides in-house training for employees through skill development initiatives and career development opportunities at all levels and across all functions. Our Companys talent Management strategy focuses on sustaining the Companys position as among Indias most valuable organizations for successfully delivering quality customer service and competitive superiority, while also facilitating futurepreparedness and agility.

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

The Companys plants, properties, equipments and stocks are adequately insured against all major risks. The Company has insurance cover for product liability. The Company has also taken Directors and Officers Liability Policy to provide coverage against the liabilities arising on them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. 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 Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy. No complaints of sexual harassment were received by the Company during the Financial Year 2022-2023.

acknowledgement

The Board of Directors would like to place on record their sincere appreciation of the Companys customers, vendors and bankers for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the state governments and other government agencies for their assistance and co-operation and look forward to their continued support in the future. Finally, the Board would like to express its gratitude to the Members for their continued trust, co-operation and support.

For and on behalf of the Board of Directors
B. VIJAYAKUMAR	P.PRABAKARAN
Executive Chairman	Managing Director
DIN: 00015583	DIN:01709564

Coimbatore

29.04.2023