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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of LGB Forge Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present the 19^th Annual Report together with the Audited Statement of Accounts of LGB Forge Limited (âthe Companyâ) for the year ended March 31, 2025.

1. Financial Results:

The financial performance of the company on a standalone basis for the Financial Year ended on 31^st March, 2025, as compared with the previous year is summarized as below:

'' in Lakhs
Particulars	As on March 31, 2025	As on March 31, 2024
Total Income	9475.28	8999.28
Profit / (Loss) before Tax (After Exceptional items)	(122.45)	(562.34)
Less : Current Tax	-	-
Deferred Tax	-	-
Profit from Continuing Operations	(122.45)	(562.34)
Profit from Discontinued Operations (Net of Tax)	-	(424.40)
Total Profit / (Loss) attributable to the Company	(122.45)	(986.74)
Appropriations :
Transferred to Retained Earnings	(122.45)	(986.74)

2. Review of Operations:

The revenue from operations and other income for the financial year under review were '' 9475.28 Lakhs as against '' 8999.28 Lakhs for the previous financial year resulting in a marginal increase in the revenue. The profit/loss after tax (including the continued and discontinued operations) was ('' 122.45) Lakhs for the financial year under review as against ('' 986.748) Lakhs for the previous financial year. Your company has performed better than the previous year and attempts are being made to increase its performance in the coming financial years.

After encountering several challenges over the last two years and obtaining necessary approvals from the Shareholders of the Company, we discontinued operations at our Pondicherry Plant and sold the Plant through Slump Sale to M/s. L.G.Balakrishnan & Bros Limited during FY 2023-24, which led to better resource utilization. During the year under review, we started a new Hot Forging Unit at Coimbatore from January 2025 and also intend to set up a new plant at Oragadam, Kancheepuram in the coming years to maintain and increase manufacturing capacity which in turn will improve our share of business with current clients.

3. Share Capital:

There was no change in the authorized as well as paid-up share capital of the Company during the year under review.

The authorised share capital of the Company as on March 31, 2025 was '' 25,00,00,000/- comprising of 25,00,00,000 equity shares of Re.1/- each. The issued, subscribed and paid-up equity share capital as on March 31, 2025 was '' 23,82,02,463/- comprising of 23,82,02,463 equity shares of Re.1/- each.

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.

4. Transfer to Reserve:

Your Company has not transferred any amount to General Reserve during the financial year ending March 31, 2025.

5. Change in the Nature of Business, if any:

There has been no change in the nature of business of the Company during the Financial Year ended March 31, 2025.

6. Dividend:

The Board of Directors does not recommend any dividend for the year 2024-25.

7. Transfer to Investor Education and Protection Fund (âIEPFâ):

Your Company has not declared any dividend from the date of incorporation and hence the unclaimed dividend liable to be transferred to IEPF is not applicable to the Company.

8. Annual Return:

The Annual Return in form MGT-7 for the financial year ended March 31, 2025, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, is available on the website of the Company at

https://www.labforae.com/imaaes/pdf/MGT7.pdf

9. Board and Committee Meetings :

During the year under review, the Company held four (4) Board Meetings and a separate meeting of Independent Directors. The details of meetings of the Board Meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two meetings did not exceed the gap prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Also, the details pertaining to the composition and meetings of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are also included in the Corporate Governance Report.

10. Compliance with Secretarial Standards:

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

11. Directorsâ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Act with respect to the Directorsâ Responsibility Statement, the Board of Directors, to the best of their knowledge and ability, confirm 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. they 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 the Company at the end of the financial year March 31, 2025, and of the profit of the Company for that period;

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

d. they have prepared the annual accounts on going concern basis;

e. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

12. 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 under review, the Statutory Auditors had not identified or reported any instances of fraud as specified under Section 143(12) of the Companies Act, 2013.

13. Directors and Key Managerial Personnel:

Re-appointment of Director liable to retire by rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association, Sri. A. Sampath Kumar (DIN: 00015978) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice of the Annual General Meeting. The Board of Directors has also recommended his reappointment for your approval.

Appointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee the Board of Directors, at their meeting held on May 22, 2024, had recommended the appointments of Sri. S Ganesh (DIN: 08617166) and Sri. C. Rajaram (DIN: 01972102) as Non-Executive Independent Directors to hold such office for a first term of 5 consecutive years effective from May 22, 2024. The same was approved by the members of the Company at the Eighteenth Annual General Meeting held on August 14, 2024 by way of passing a special resolution in accordance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company had also received necessary consent and declaration from the appointee Independent Director that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Audit Committee, the Board of Directors, at their meeting held on May 07, 2025, has approved the re-appointment of Smt. Rajsri Vijayakumar (DIN: 00018244), as Managing Director and Sri. A. Sampath Kumar (DIN: 00015978) as Whole Time Director of the Company for a further period of 3(Three) years with effect from February 16, 2026 and the remuneration payable to them, subject to the approval of the members by means of passing special resolution. Accordingly, necessary resolutions has been included in the Agenda of the Notice of the Nineteenth Annual General Meeting of the Company. Your Directors recommends for their re-appointment.

Cessation

During the year under review, the second term of office of Sri. P. Shanmugasundaram, Sri. P.V. Ramakrishnan, Independent directors expired on 31^st August 2024. The Board recalled the diligent efforts and valuable contributions rendered by them during their long decades of association with the Company and placed on record their sincere appreciation to Sri. P. Shanmugasundaram and Sri. P.V. Ramakrishnan.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are as given herein below:

â¢ Smt. Rajsri Vijayakumar (DIN: 00018244) - Managing Director

â¢ Sri. A. Sampath Kumar (DIN: 00015978) - Whole Time Director

â¢ Smt. Geetha Manjari - Chief Financial Officer

â¢ Smt. K. Kousalya - Company Secretary and Compliance Officer upto February 10, 2025.

â¢ Smt. Narmatha G K - Company Secretary and Compliance Officer w.e.f February 11, 2025.

During the year under review, Smt. K. Kousalya (ACS Membership No. A68426) who was appointed as the Company Secretary and Compliance Officer of the Company, has resigned the Company with effect from February 10, 2025 due to personal reasons and Smt. Narmatha G K (ACS Membership No. A47498) has been appointed as the Company Secretary and Compliance Officer of the Company with effect from February 11, 2025. There has been no change in the Key Managerial Personnel, except the changes mentioned herein above.

14. Declaration of Independent Directors:

The Board has received declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, confirming that they comply with the criteria of Independence as laid down in 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, and that their name is included in the Databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended.

15. Familiarization Programme:

The familiarization program aims to provide Independent Directors with the industry scenario and the socioeconomic environment in which the Company operates. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has put in place a familiarization programme for Independent Directors. Overview and details of the programme for Independent Directors have been updated on the Company Website at https://www.lgbforge.com/images/pdf/FAMILIARISATION-PROGRAM.pdf

16. Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency of the Independent Director):

The Board of Directors have evaluated the Independent Directors appointed during the year 2024-25 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

17. Annual Evaluation of the Performance of the Board, its Committees and of Individual Directors:

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. Further, the Independent Directors, at their separate meeting held during the year 202425 has evaluated the performance of the Board as 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.

18. Companyâs Policy on Directorsâ appointment and remuneration:

Pursuant to Section 134(3)(e) and Section 178 (3) of the Companies Act, 2013, the Board has formulated and adopted a policy relating to the Directors and Key Managerial Personnelâs appointment and remuneration (âRemuneration Policyâ) including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report. The Policy can also be accessed on the Companyâs website at https://www.lgbforge.com/images/pdf/Policy%20on%20Nomination%20&%20Remuneration%20Committee.pdf

19. Criteria for making payment to Non-Executive Directors:

The Non-Executive Directors were not paid any remuneration except Sitting Fees for attending the Board Meetings and Audit Committee Meetings. The criteria for the same is also available in the company website at

https://www.lgbforge.com/images/pdf/criteria-for-the-remuneration-of-non-executive-directors.pdf

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure A to this report.

21. Particulars of loans, guarantees or investments:

The Company has not granted any loan to or given any guarantee or provided securities falling within the purview of Section 186 of the Companies Act, 2013 during the year under review. It has not acquired through subscription, purchase or otherwise the securities of any other body or corporate. The Company has not made any investments as specified under Section 186 of the Companies Act, 2013.

22. Particulars of contracts or arrangements with related parties:

During the financial year 2024-25, all the contracts / arrangements / transactions entered by the Company with related parties were at 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 entered into material related party transactions with M/s. L.G. Balakrishnan & Bros Limited as approved by the shareholders at the Annual General Meeting dated 14^th August, 2024. The same is provided as Annexure B in Form AOC-2 and forms part of this Report.

There are no materially-significant related party transactions made by the Company with Directors, key management personnel, senior management personnel, or other designated persons, which may have a potential conflict with the Companyâs interests at large. Prior approval / Omnibus approval is obtained from the Audit Committee for all related party transactions and the transactions are periodically placed before the Audit Committee for its approval.

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Companyâs website at https://www.labforae.com/imaaes/pdf/PolicyonRelatedPartyTransactions.pdf

23. Policy for determining material subsidiaries:

The company does not have a subsidiary company and hence the requirement of a policy determining material subsidiary is not required.

24. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Companyâs financial statements relate and the date of the report.

25. Risk management:

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has adequate risk management approach which includes collective identification of risks impacting the companyâs business and documents their process of identification, mitigation and optimization of such risks.

26. Corporate Social Responsibility:

According to Section 135 of the Companies Act, 2013, the Company has not crossed the threshold limit and hence there is no requirement for our Company to constitute the Corporate Social Responsibility Committee and for framing the CSR Policy. Hence, the requirement to furnish the details under Section 134(3)(o) of the Companies Act, 2013 does not arise.

27. Public Deposits:

During the year under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits within the purview of Section 73 of the Act, and rules made thereunder.

28. Significant and Material Orders passed by the Regulators, Courts or Tribunals impacting the Going Concern Status and Companyâs Operations in Future.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

29. Adequacy of Internal Financial Controls:

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 the SAP System and the work flow and approvals are routed through SAP.

The internal control system is designed to identify and help mitigate risk and improve the Companyâs overall internal controls and to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. The Audit Committee of the Board constantly reviews the internal control systems and their adequacy. The Company has appointed an Independent Internal Auditor to observe the Internal Controls, whether the works flow of organization is being done through the approved policies of the Company. In every Quarter Internal Auditors presents the Internal Audit Report and Management Comments on the Internal Audit observations.

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

30. Auditors:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 17^th Annual General Meeting (17^th AGM) held on September 25, 2023 had approved the re-appointment of M/s. N.R. Doraiswami & Co., Chartered Accountants (Firm Registration No. 000771S) as the Statutory Auditors of the Company to hold such office for a second term of five consecutive years from the conclusion of the 17^th AGM till the conclusion of the 22^nd AGM. Accordingly, no resolution for appointment of statutory auditor is included in the Notice convening the 19^th Annual General Meeting.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) as the Secretarial Auditors of the Company in the Board Meeting held on May 22, 2024 for the financial year 2024-25. The Secretarial Audit report (in Form No. MR.3) for the financial year 2024-25 is attached as Annexure C which forms part of this Report.

Further, the Secretarial Compliance Report for the year ended 31^st March 2025 issued by the Practicing Company Secretary pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been filed with BSE Limited and a copy of the same is available on the Companyâs website:

https://www.lgbforge.com/images/pdf/ASCR signed.pdf

Following the amendment to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (3^rd Amendment) Regulations, 2024, and on the basis of the recommendation of the Board of Directors, it is proposed to appoint M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) as the Secretarial Auditors of the Company from the conclusion of forthcoming AGM for the FY 2025-26 to the conclusion of the 24^th Annual General Meeting of the Company for the FY 2029-30, with the approval of the shareholders.

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. Accordingly, necessary resolutions has been included in the Agenda of the Notice of the Nineteenth Annual General Meeting of the Company. Your Directors recommends for their re-appointment.

Internal Auditor:

Sri. G Jawaharlal, Chartered Accountant (Membership. No: 200/27173) was appointed as the Companyâs Internal Auditor for the financial year 2024-25 as per terms of references approved by the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year under review, the Internal Auditor conducted periodical audits and expressed his satisfaction regarding the existing internal control procedures of the Company.

31. Comments on Auditorsâ Report:

The reports issued by M/s. N.R. Doraiswami & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your company and M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CoP No. 7069) for the financial year 2024-25 forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditorâs Report are self-explanatory and do not call for any comments. The Statutory Auditorâs Report and the Secretarial Auditorâs Report does not contain any qualification, reservation or adverse remark or disclaimer.

32. Maintenance of Cost Records:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the company has duly made and maintained the cost records as prescribed by the Central Government. However, there is no such requirement for appointment of cost auditor for the financial year ended March 31, 2025.

33. Particulars of Employees and Related Disclosures:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employees who have received remuneration in excess of the limits prescribed therein. The statement containing the information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 in respect of employees of the Company and Directors forms part of this Report and is annexed herewith as an Annexure D.

34. Details of Application made or any proceedings 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 (âIBC Codeâ) during the Financial Year and does not have any proceedings related to IBC Code.

35. 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 reasons thereof:

Since the Company has not entered into any One Time Settlement with Banks or Financial Institutions, furnishing details in this regard, is not applicable.

36. Subsidiaries, Branches and Joint Ventures:

The Company does not have any subsidiary, joint venture and /or associate company during the year under review.

37. Management Discussion and Analysis Report:

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 Report as Annexure - E.

38. Corporate Governance Report:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The Company has also furnished quarterly reports on the corporate governance to the BSE as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same are available on the website of the Company https://www.lgbforge.com/financial results.html

As per Regulation 34(3) Read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate report on corporate governance, together with a certificate from the Companyâs Secretarial Auditor forms part of the Report as Annexure - F.

39. 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, the Board accepted all the recommendations of the Audit Committee.

40. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated and adopted a vigil mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Companyâs 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 2024-25, 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.lgbforge.com/images/pdf/whistle-blower-policy.pdf.

41. Listing of Equity Shares:

The Companyâs equity shares continue to be listed at BSE Limited and details of listing have been given in the Corporate Governance Report forming part of this Report. The Company confirms that the Listing fee for the financial year 2025-26 has been paid by the Company.

Pursuant to the approval of the Board of Directors of the Company at its meeting held on May 22, 2024, your Company had taken necessary steps and filed an application to National Stock Exchange of India Limited (âNSEâ) for voluntary delisting of its equity shares from the NSE in terms of regulation 5 and 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (âSEBI Delisting Regulationsâ). Pursuant to the same, it was notified by NSE that, the company shall be suspended from trading w.e.f. July 30, 2024. Further the admission to dealings in the Companyâs security was withdrawn (delisted) w.e.f. August 06, 2024. In this regard, the Company has made necessary disclosure required under SEBI Delisting Regulations and SEBI Listing Regulations to the Stock Exchanges.

42. Human Resource:

Employees are the Companyâs most valuable asset, and your Company firmly believes that their good work environment is essential in reaching goals and creating a competitive workplace. The HR department takes the necessary precautions to guarantee fair benefits and pay and monitor employee engagement and retention. The safety of all of its workers has remained a top priority for the company and continuous efforts are made by the Company in carrying on all the safety and precautionary measures in each of its plant units.

43.Insurance:

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

44. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has adopted a policy on the prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Consequently, the Company has also constituted the Internal

Complaints Committee under this Act. The policy of the Company aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and matters connected and incidental thereto, with the objective of providing a safe working environment. The company has not received any complaints during the financial year 2024-25 in this regard.

45. Acknowledgment:

The Board of Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. The Board also wishes to place on record its deep gratitude towards the shareholders for their continued support and confidence.

Mar 31, 2024

The Directors have pleasure in presenting their 18^th Annual Report on the business operations, along with the audited financial statements of your Company for the year ended March 31, 2024.

1. Financial Results:

The key highlights of the audited financial statements of your Company for the financial year ended March 31, 2024, in comparison with the previous financial year ended March 31, 2023 are summarized below:

Rs. in Lakhs
Particulars	As on March 31, 2024	As on March 31, 2023
Profit / (Loss) before Tax (After Exceptional items)	(562.34)	(886.11)
Less : Current Tax	-	-
Deferred Tax	-	-
Profit from Continuing Operations	(562.34)	(886.11)
Profit from Discontinued Operations (Net of Tax)	(424.40)	(44.37)
Total Profit / (Loss) attributable to the Company	(986.74)	(930.48)
Appropriations :
Transferred to Retained Earnings	(986.74)	(930.48)

2. Review of Operations:

The highlights of the Companyâs performance for the year ended March 31, 2024 are as under:

Revenue from operations and other income for the financial year under review were '' 10,941.48 Lakhs as against '' 11,760.22 Lakhs for the previous financial year resulting in decrease by 6.96 %. The profit/(loss) before tax and exceptional item was ('' 986.74) Lakhs and the profit/(loss) after tax was ('' 986.74) Lakhs for the financial year under review as against ('' 930.48) Lakhs and ('' 930.48) Lakhs respectively for the previous financial year.

3. Transfer to Reserve:

Your Company does not propose to carry any amount to reserves during the financial year ending March 31, 2024.

4. Sale of Machining Division in Pondicherry:

Your Company has received approval from its Board of Directors in their meeting held on November 27, 2023 and approval from the Shareholders through Postal Ballot on December 28, 2023 for sale of Pondicherry Machining Division at R.S.No.74/2B, Madukarai Main Road, Mangalam, Villianur Commune, Puducherry - 605110 through Slump Sale to M/s. L.G. Balakrishnan & Bros Limited on a going concern basis.

5. Dividend:

The Board of Directors does not recommend any dividend for the year 2023-24.

6. Transfer to Investor Education and Protection Fund (âIEPFâ):

Your Company has not declared any dividend from the date of incorporation and hence the unclaimed dividend liable to be transferred to IEPF is not applicable to the Company.

7. Share Capital:

The authorised share capital of the Company as on March 31, 2024 was '' 25,00,00,000/- comprising of 25,00,00,000 equity shares of Re.1/- each. The issued, subscribed and paid-up equity share capital as on March 31, 2024 was '' 23,82,02,463/- comprising of 23,82,02,463 equity shares of Re.1/- 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.

8. Number of Meetings of the Board:

The Board met six times during the financial year ended March 31, 2024. The said meetings were held on May 15, 2023, August 10, 2023, August 29, 2023, November 09, 2023, November 27, 2023 and February 07, 2024.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

9. Compliance with Secretarial Standards:

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

10. Directors and Key Managerial Personnel:

As on March 31, 2024, the Board of Directors of the Company comprises of nine members viz.,

â¢ Two Executive Directors (Smt. Rajsri Vijayakumar, Managing Director and Sri. A. Sampath Kumar, Whole Time Director),

â¢ Two Non-Executive Directors (Sri. B. Vijayakumar and Sri. V. Ragupathi) and

â¢ Five Independent Directors (Sri. P. Shanmugasundaram, Sri. P.V. Ramakrishnan, Sri. Prem Kumar Parthasarathy, Sri. Sajeev Mathew Rajan and Sri. Murugesa Saravana Marthandam)

There was no change in the Directors during the financial year.

Director Retiring by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Companyâs Articles of Association, Sri. B. Vijayakumar (DIN: 00015583) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice of the Annual General Meeting. The Board of Directors recommend his re-appointment.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are as given herein below:

Smt. Rajsri Vijayakumar (DIN: 00018244) - Managing Director

Sri. A. Sampath Kumar (DIN: 00015978) - Whole Time Director

Smt. Geetha Manjari - Chief Financial Officer

Sri. K. Maheswaran - Company Secretary and Compliance Officer upto May 20, 2023.

Smt. K. Kousalya - Company Secretary and Compliance Officer with effect from August 29, 2023.

During the year under review, Sri. K. Maheswaran (Membership No. A29730) who was appointed as the Company Secretary and Compliance Officer of the Company, has resigned the Company with effect from May 20, 2023 due to personal reasons and Smt. K. Kousalya (Membership No. A68426) has been appointed as the Company Secretary and Compliance Officer of the Company with effect from August 29, 2023. There has been no change in the Key Managerial Personnel, except the changes mentioned herein above.

11. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors Company insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the Company Website at https://www.lgbforge.com/images/pdf/FamiliarisationProgramme2023-24.pdf.

12. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that comply with the criteria of Independence as laid down in 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 (LODR) (Third Amendment) Regulations, 2021 and its corrigendum effective from January 01, 2022 and that their name is included in the Databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, for being an Independent Director of the Company.

13. Statement Regarding Opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency of the Independent Director):

The Board of Directors have evaluated the Independent Directors during the year 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

14. Directorsâ responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the annual financial statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures.

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Companyâs state of affairs at the end of the financial year, and itâs profit and loss for that period.

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Companyâs assets to prevent and detect fraud and other irregularities.

d) Annual Financial Statements were prepared on a going concern basis.

e) The Company laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

15. Annual Evaluation of the Performance of the Board, its Committees and Individual Directors:

2023-24 has evaluated the performance of the Board as 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 (LODR) Regulations, 2015.

16. Policy on Directorsâ appointment and remuneration:

The Company has a policy in place on Directorsâ appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Policy can be accessed on the Companyâs website at https://www.lgbforge.com/images/pdf/nomination-and-remuneration-policy.pdf. The salient features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this report.

17. Criteria for making payment to Non-Executive Directors:

The Non-Executive Directors were not paid any remuneration except Sitting Fees for attending the Board Meetings and Audit Committee Meetings. The criteria is also mentioned in the company website at https://www.lgbforge.com/images/pdf/criteria-for-the-remuneration-of-non-executive-directors.pdf.

18. Annual Return:

The Annual Return in form MGT-7 for the financial year ended March 31, 2024, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company www.lgbforge.com.

19. Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 17^th Annual General Meeting (17^th AGM) held on September 25, 2023 had approved the re-appointment of M/s. N.R. Doraiswami & Co., Chartered Accountants (Firm Registration No. 000771S) as the Statutory Auditors of the Company to hold such office for a second term of five consecutive years from the conclusion of the 17^th AGM till the conclusion of the 22^nd AGM. Accordingly, no resolution for appointment of statutory auditor is included in the Notice convening the 18^th Annual General Meeting.

20. Explanation or Comments on Qualification, Reservation or Adverse Remarks or Disclaimers made by the Statutory Auditors:

The report issued by M/s. N.R. Doraiswami & Co., Chartered Accountants, Statutory Auditors on the Financial Statements of your company for the financial year 2023-24 is part of the Annual Report. The Notes on the Financial Statements referred to in the Auditorâs Report are self-explanatory and do not call for any comments. The Auditorâs Report does not contain any qualification, reservation or adverse remark or disclaimer.

21. 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 Statutory Auditors had not identified or reported any instances of fraud under sub-section (12) of Section 143 of the Companies Act, 2013.

22. Maintenance of Cost Records:

23. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. P. Eswaramoorthy and Company, Company Secretaries in Practice (CP No. 7069) as the Secretarial Auditors of the Company in the Board Meeting held on May 28, 2022 for the financial year 2022-23 and subsequent financial years. The Company has obtained Secretarial Audit Report in the prescribed Form MR-3 from Sri. P. Eswaramoorthy, Proprietor of M/s. P. Eswaramoorthy and Company (FCS No. 6510, CP No. 7069) and the same is annexed and forms part of this Report in Annexure - A. 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. P. Eswaramoorthy and Company, Practising Company Secretaries, Coimbatore as the Secretarial Auditors to carry out the Secretarial Audit for the financial year 2024-25 pursuant to Section 204 of the Companies Act, 2013 read with the relevant Rules made thereunder and the SEBI (LODR) Regulations, 2015.

24. Particulars of loans, guarantees or investments:

During the financial year ended March 31, 2024, the Company has not given any loan to any person, given any guarantee or provided security to any other body, corporate or person in connection with a loan. It has not acquired through subscription, purchase or otherwise the securities of any other body corporate. The Company has not made any investments as specified under Section 186 of the Companies Act, 2013.

25. Particulars of contracts or arrangements with related parties:

During the financial year 2023-24, all the contracts / arrangements / transactions entered by the Company with related parties were on an 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 entered into material related party transactions with M/s. L.G. Balakrishnan & Bros Limited. However, the aforesaid transactions fall within limits approved by the shareholders on January 08, 2023 (by way of Postal Ballot), September 25, 2023 (Annual General Meeting) and December 28, 2023 (by way of Postal Ballot). There are no materially-significant related party transactions made by the Company with Directors, key management personnel, senior management personnel, or other designated persons, which may have a potential conflict with the Companyâs interests at large. All related party transactions are placed before the Audit Committee and the Board of Directors for their prior approval.

The transactions entered pursuant to the omnibus approval so granted are tracked and verified. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval every quarter. The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the Companyâs website:

https://www.lgbforge.com/images/pdf/Policy-on-related-party-transactions.pdf.

None of the Directors have any pecuniary relationship(s) or transaction(s) vis-a-vis the Company. The particulars of Material Related Party Transactions which are at armâs length basis is provided in Form AOC-2 and the same is annexed to the Boardâs Report as Annexure - B and also disclosed in the Notes to the Financial Statements.

26. Policy for determining material subsidiaries:

The company does not have a subsidiary company and hence the requirement of a policy determining material subsidiary is not required.

27. Material changes and commitments, if any, affecting the financial position of the Company:

28. Conservation of energy, research and development, 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 furnished in Annexure - C attached to this report.

29. Risk management:

The Company has adequate risk management approach which includes collective identification of risks impacting the companyâs business and documents their process of identification, mitigation and optimization of such risks.

30. Corporate Social Responsibility:

31. Public Deposits:

The Company has not accepted or renewed any public deposits and as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

32. Significant and Material Orders passed by the Regulators, Courts or Tribunals impacting the Going Concern Status and Companyâs Operations in Future:

There are no significant and material orders passed by the regulators or courts or tribunals that may impact the Company as a going concern and/or its operations in future.

33. Details of Application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year:

34. 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 reasons thereof:

The Company has not made any one-time settlement during the financial year 2023-24 with Banks or Financial Institution and hence the disclosure under this clause is not applicable.

35. Adequacy of Internal Financial Controls:

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.

Statutory Auditorsâ Report on Internal Financial Controls as required under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ) is annexed with the Independent Auditorsâ Report.

36. Disclosure under Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of '' 1.02 Crores or more per annum or employed for part of the financial year and receipt of '' 8.50 Lakhs per month is annexed and forms a part of this Report in Annexure - D and the ratio of remuneration of each Director to that of median employeesâ remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure - D.

37. Subsidiaries, Branches and Joint Ventures:

The Company does not have any subsidiaries or branches as on the financial year ended March 31, 2024. The Company does not have any joint ventures or associate companies during the reporting period.

38. 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 March 31, 2024.

39. Management Discussion and Analysis Report:

40. Corporate Governance Report:

A separate section on Corporate Governance, which is a part of the Boardâs Report and the certificate from the Companyâs Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated under Regulation 34(3) read with Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Report as Annexure - F. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

41. Audit Committee:

42. Vigil Mechanism:

The Company has formulated and adopted a vigil mechanism that provides a mechanism to report violations, any unethical behaviour, suspected or actual fraud, violation of the Companyâs 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 2023-24, 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.lgbforge.com/images/pdf/whistle-blower-policy.pdf.

43. Listing of Equity Shares:

The Companyâs 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 Report. The Company confirms that the Listing fee for the financial year 2024-25 has been paid to them.

Pursuant to the approval of the Board of Directors of the Company at its meeting held on May 22, 2024, your Company shall take necessary steps to file an application to National Stock Exchange of India Limited (âNSEâ) for voluntary delisting of its equity shares from the NSE in terms of Regulation 5 and 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (âSEBI Delisting Regulationsâ).

44. 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. Your company realizes that it has to re-orient its organization as the dynamics of business are changing fast. In its pursuit of attracting, 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.

45. Insurance:

46. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and 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 duly constituted an Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment and meets periodically. The Company has in place an Anti-Sexual Harassment Policy and it covers all employees of the Company. The ICC did not have any complaints at the beginning of the year and no complaints were received during the financial year 2023-24.

47. Acknowledgment:

The Board of Directors take this opportunity to place on record their appreciation to all the Stakeholders of the Company, viz., customers, banks, regulators, suppliers, State Government, Central Government 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. The Directors wish to record their appreciation of business constituents like SEBI, NSE, BSE, NSDL, CDSL, etc., for their continued support for the Companyâs growth. The Directors also thank investors for their continued faith in the Company.

Mar 31, 2019

Dear Shareholders,

The Directors take pleasure in presenting the Thirteenth Annual Report of your Company together with the audited accounts for the year ended 31^st 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_

Particulars	31.03.2019 (Rs. In Lakh)	31.03.2018 (Rs. in Lakh)
Total Revenue	13308.79	10258.96
Profit before interest, depreciation & Tax	1015.39	196.45
Less : Interest	489.21	312.62
Depreciation	320.47	201.79
Profit Before Tax	205.71	(317.96)
Less : Provisions for Taxation	-	-
Current Income Tax / Mat	-	-
Deferred Tax (Credit / charge)	-	-
Add : Exceptional items	-	-
PROFIT AFTER TAX Add: Balance brought forward AVAILABLE FOR APPROPRIATION	205.71 (4946.62)	(317.96) (4628.66)
	(4740.91)	(4946.62)

INDIAN ACCOUNTING STANDARDS (IND AS)

PERFORMANCE OF THE COMPANY

During the year under review, the total Revenue stood at Rs. 13308.79 Lakhs as compared to Rs.10258.96 Lakhs for the previous year, profit before tax stood at Rs.1015.39 Lakhs for the year under review as compared to Rs.196.45 Lakhs for the previous year, profit after tax stood at Rs.205.71 Lakhs as compared to the loss of Rs.(317.96 Lakhs) for the previous year.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the year due to the accumulated loss incurred to the Company and hence no information as per the provisions of Section 134(3)(j) of the Companies Act, 2013 has been furnished.

DIVIDEND

In view of the previous losses, incurred to the Company, your Directors regret their inability to pay dividend for the year 2018-19.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company has not declared any dividend from the date of incorporation and hence unclaimed dividend liable to be transfered to IEPF is not applicable to the Company.

SHARE CAPITAL

The paid up share capital of the Company as at 31^st March 2019 aggregates to Rs.238,202,463/- comprising of 238,202,463 equity shares of Rs.1/- each fully paid up.

During the year the Company has issued 8,82,00,912 Equity Shares under Rights Issue at a price of Rs.3 per share (including the premium of Rs.2).

UTILISATION OF ISSUE PROCEEDS

There has been no deviation in the utilization of Rights Issue proceeds from the objects as stated in the Letter of Offer dated January 17, 2019.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Detailed composition of the Board and Board Committees namely Audit Committee, Nomination and Remuneration 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.

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:

1. Sri.K.N.V.Ramani

2. Sri.P.Shanmugasundaram

3. Sri.P.V.Ramakrishnan

4. Ms. Aishwarya Rao

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 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.

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 familiarisation programme for the Independent Directors to familiarise 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.lgbforge.co.in.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri.B.Vijayakumar (DIN:00015583) director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his 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

During the year under review the following change occurred in the Key Managerial Personnel.

- Sri.R.Ramakrishnan, Chief Financial Officer of the company has resigned with effect from 14th March, 2019. The Board of Directors has placed on record their sincere appreciation for the contribution made by him during his tenure. Pursuant to the provisions of Section 203 of Companies Act, 2013 the vacancy will be filled up for due compliance.

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.

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 as Annexure - A.

AUDITORS STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act and Rules there under, M/s.N R Doraiswami & Co, Chartered Accountants (Firm Registration No. 000771S), the Statutory Auditors of the company, hold office up to the conclusion (Seventeenth) 17th 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.

The Auditorsâ Report for the financial year 2019 does not contain any qualification, reservation, adverse remark or disclaimer.

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.P. Eswaramoorthy of M/s.P.Eswaramoorthy And Company, Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year ended 31st March, 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.

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 31st March, 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 were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2019) 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 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

According to Section 135 of the Companies Act, 2013, no requirement for our Company to constitute the CSR Committee and for framing the CSR Policy. Hence the requirement to furnish the details under Section 134(3) (o) of the Companies Act, 2013 does not arise.

FIXED DEPOSITS

During the year, the Company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the company as on 31st March, 2019.

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 - Dâ

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 works 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:

The Company has no subsidiary, Joint Venture or Associate Companies during the year under review and hence no information required to be furnished as per the provisions of rule 8(5)(iv) of the Companies(Accounts) Rules, 2014.

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, 2019, 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, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

CORPORATE GOVERNANCE

Our 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 Secretarial Auditors 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 are 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 RESOURSE

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 thereunder 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 thereunder.

During the financial year 2018-19, the committee submitted its 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.

By Order of the Board

V.RAJVIRDHAN P. SHANMUGASUNDARAM

Coimbatore Managing Director Director

30.04.2019 DIN: 00156787 DIN: 00119411

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the Twelfth Annual Report of your Company together with the audited accounts for the year ended 31^st 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

Particulars	31.03.2018 (Rs. in Lakhs)	31.03.2017 (Rs. in Lakhs)
Total Revenue	10258.96	9336.26
Profit before interest, depreciation & Tax	196.45	(83.10)
Less : Interest	312.62	293.35
Depreciation	201.79	228.25
Profit Before Tax	(317.96)	(604.70)
Less : Provisions for Taxation		-
Current Income Tax / Mat		_-
Deferred Tax (Credit / charge)		-
Add : Exceptional items	-	388.04
Profit After Tax	(317.96)	(216.66)
Add : Share in Profit of Associate
Less : Share of Profit - Minority interest
PROFIT AFTER TAX	(317.96)	(216.66)
Add: Balance brought forward	(4628.66)	(4412.00)
AVAILABLE FOR APPROPRIATION	(4946.62)	(4628.66)
Appropriations:
1. Dividend on Equity Shares
2. Tax on Dividend
3. Transfer to General Reserve
4. Balance carried over	(4946.62)	(4628.66)
Total	(4946.62)	(4628.66)

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 was prepared with comparative data, in compliance with Ind AS.

PERFORMANCE OF THE COMPANY

During the year under review, the total Revenue stood at Rs. 10258.96 Lakhs as compared to Rs.9336.26Lakhs for the previous year, profit before tax stood at Rs.196.45 Lakhs for the year under review as compared to Rs.(83.10 Lakhs) for the previous year, profit after tax stood at Rs.(317.96 Lakhs) as compared to Rs.(216.66 Lakhs) for the previous year.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the year due to loss incurred to the Company and hence no information as per the provisions of Section 134(3)(j) of the Companies Act, 2013 has been furnished.

DIVIDEND

In view of the losses, incurred to the Company, your Directors regret their inability to pay dividend for the year 2017-18.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

The Company has not declared any dividend from the date of incorporation and hence unclaimed dividend liable to transfer to IEPF i s not applicable to the Company.

SHARE CAPITAL

The paid up share capital of the Company as at 31^st March 2018 aggregates to Rs.150,001,551/- comprising of 150,001,551 equity shares of Rs.1/- each fully paid up.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DECLARATION BY INDEPENDENT DIRECTORS

1. Sri.P.Shanmugasundaram

2. Sri.K.N.V.Ramani

3. Sri.P.V.Ramakrishnan

4. Ms. Aishwarya Rao

BOARD EVALUATION

FAMILIARIZATION PROGRAMMES

DIRECTORS RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri.V.Rajvirdhan (DIN:00156787) director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval.

Sri.V.Rajvirdhan being the Managing Director, his retirement does not mean the break of the term of his office.

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

Key Managerial Personnel

During the year under review the following change occurred in the Key Managerial Personnel.

- Sri.K.Karthik, Executive Director of the company has resigned with effect from 31^st July, 2017. The Board of Directors has placed on record their sincere appreciation and gratitude for the contribution made by him during his tenure.

- Sri.V.Rajvirdhan, has been appointed as Managing Director of the Company with effect from 29^thJanuary, 2018.

- Sri. Harsha lakshmikanth, Director of the Company has relinquished from the Board with effect from 12.05.2018.

The board places on record its appreciation of the contribution made by him to the Board during the tenure of office.

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, 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;

(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 as Annexure - A.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013, as recommended by the Audit Committee and Board of Directors of the Company, M/s. N R Doraisamy & Co Chartered Accountants (FRN 000771S)., Coimbatore be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Haribhakti & Co. LLP,Chartered Accountants (FRN.:103523W/W100048), Coimbatore.

M/s. N R Doraisamy & Co Chartered Accountants (FRN 000771S)., Coimbatore be and are hereby appointed as Statutory Auditors of the Company and hold office for a period of five years from the conclusion of this Annual General Meeting of the Company on such remuneration and reimbursement of out of pocket expenses as may be mutually agreed between the Auditors and the Board.

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

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. P. Eswaramoorthy of M/s. P. Eswaramoorthy and Company, Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2018.

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 Form AOC.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

The Company has started a new machining unit at Puducherry which has commenced its operation from June 2018.

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

CORPORATE SOCIAL RESPONSIBILITY

FIXED DEPOSITS

During the year, the company did not accept or renew any Fixed Deposits and no Fixed Deposits remained unclaimed with the company as on 31^st March, 2018.

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 CHANGE IN THE NATURE OF BUSINESS, IF ANY COMPANIES ACT, 2013

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.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

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, 2018, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE

Our 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 Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

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

During the financial year 2017-18, the committee submitted its 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

By Order of the Board

V.RAJVIRDHAN P. SHANMUGASUNDARAM

Coimbatore Managing Director Director

12.05.2018 DIN: 00156787 DIN: 00119411

Mar 31, 2017

Dear Shareholders,

The Directors take pleasure in presenting the Eleventh Annual Report of your Company together with the audited accounts for the year ended on 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	31.03.2017 (Rs. in Lakhs)	31.03.2016 (Rs. in Lakhs)
Gross Income	8435.06	8917.53
Profit / (Loss) before interest, depreciation & Tax	(96.89)	279.23
Less:
Interest	265.67	374.82
Depreciation	226.01	349.71
Add : Exceptional Items	388.04	211.55
Profit /(Loss) Before Tax	(200.53)	(233.75)
Profit/(Loss) After Tax	(200.53)	(233.75)
Add : Balance brought forward	(4362.52)	(4128.77)
Amount transferred to Balance Sheet	(4563.05)	(4362.52)

PERFORMANCE OF THE COMPANY

During the year under review, your Company s Gross Income is Rs.8435.06 Lakhs [Previous Year: Rs. 8917.53 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs. (96.89) Lakhs [Previous Year Rs. (279.23) Lakhs]. The Net profit/ (Loss) stood at Rs. (200.53) Lakhs [Previous Year Net Profit/(Loss) Rs. (233.75) Lakhs].

AMOUNT TRANSFERRED TO RESERVES.

The Company has not transferred any amount to reserves during the year due to loss incurred to the Company and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2016-2017.

ABRIDGED ANNUAL REPORT

In terms of the provisions of regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 136 of the Companies Act, 2013, the Board of directors has decided to circulate the abridged annual report containing the salient features of the Balance Sheet and Statement of Profit and Loss account to the shareholders for the financial year ended on March 31, 2017. Full version of the annual report will be available on Company s website www.lgbforge.co.in and will also be made available to investors upon request.

FIXED DEPOSITS.

During the year, the Company did not accept or renew any fixed deposits and no fixed deposits remained unclaimed with the Company as on 31^st March, 2017.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2017 made under the provisions of Section 92(3) of the Act is attached in prescribed form (MGT-9) as Annexure-A to the full Annual Report.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, WITH RESPECT TO MATERIAL CHANGES AFTER THE DATE OF FINANCIAL REPORT.

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

INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors and the management monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Audit observations of Internal Auditors and corrective actions thereon are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Company has in place adequate internal financial controls commensurate with size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence the requirement for furnishing of details under Section 134(3)(h) in prescribed Form No.AOC-2 is not applicable.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has not provided any loan, Guarantee and made investments under Section 186 of the Companies Act, 2013 hence no information as per provisions of Section 134 (3) (g) of the Companies Act, 2013 has been furnished.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not granted any Employees Stock Options Scheme, during the year under review and hence no information required to be furnished as per the provisions of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES.

The Company has not issued any Sweat Equity Shares during the year under review and hence no information required to be furnished as per the provisions of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES.

The Company has no Subsidiary, Joint Venture or Associate Companies during the year under review and hence no information required to be furnished as per the provisions of Rule 8 (5)(iv) of the Companies (Accounts) Rules, 2014.

SHARE CAPITAL

The Paid-up share capital of the Company as at 31^st March 2017 stood at '' 1500.02 lakhs. During the year under review the Company has not made any fresh issue of shares.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of the business of the Company during the year under review.

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and as per the Articles of Association of the Company, Mr. B.Vijayakumar (DIN: 00015583) retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

APPOINTMENTS / RESIGNATION OF DIRECTORS / KMP.

During the year under review the following changes occurred in the Directors and Key Managerial Personnel.

_ None of the Independent Directors retires at the ensuing Annual General Meeting.

_ Sri. Rajiv Parthasarathy, Director of the Company has resigned with effect from 01^st November, 2016. The Board of Directors has placed on record their sincere appreciation and gratitute for contribution made by him during his tenure as Director

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-Section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013

DISCLOSURE RELATING TO BOARD, COMMITTEES AND POLICIES

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended on 31st March 2017 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details of Board Meeting Dates and Particulars of Directors Attendance are given in the Corporate Governance Report forming part of the full Annual Report. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended 31st March 2017, the Independent Directors held a separate meeting in compliance with the requirement of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015.

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, 2017, the Board of Directors hereby confirms that,

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 loss of the company for that period;

(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 COMMITTEE AND REMUNERATION POLICY.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-Section (3) of Section 178 of the Companies Act, 2013. The Board has, on recommendation of the Nomination and 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 in the full Annual 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 has 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

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.lgbforge.co.in.

Your Company hereby affirms that no complaints were received during the year under review.

STAKEHOLDER RELATIONSHIP COMMITTEE

Kindly refer to the details on Corporate Governance, under the head, Stakeholder Relationship Committee for matters relating to the composition, meetings, and functions of the Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS.

Regulation 17 of the SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

FAMILIARIZATION PROGRAMMES

The Company has conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibility in the Company and the technology and risk management systems of the Company.

Directors are encouraged to attend the training programmes being organized by various regulators/ bodies/ institutions on above matters.

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.

AUDITORS AND THEIR REPORTS STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Haribhakti & Co, LLP, Chartered Accountants (ICAI Firm Registration No. 103523W/W100048), the Statutory Auditors of the Company, hold office up to the conclusion of the (Thirteenth) 13^th 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.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri. P. Eswaramoorthy B.Sc, FCS, (Membership No. FCS 6510 and CP.No.7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report (in Form No. MR.3) for the financial year 2016-17 is attached as Annexure- B which forms part of the full Annual Report .

INTERNAL AUDITOR

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and rules made there under, Sri.M.P.Gopalakrishnan, Chartered Accountant was appointed as an Internal Auditor of the Company for the financial year 2016-17.

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

The Statutory Audit 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.

OTHER DISCLOSURES

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

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure C which form part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The Information as required under the provisions of the Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in the Annexure D which forms part of this report.

Further,

_ None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 134 of the Companies Act, 2013.

_ As on 31st March 2017 there were 355 Permanent employees of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report of the operations of your Company is provided in a separate Section of this Annual Report and forms part of the Report.

CORPORATE GOVERNANCE

As per Regulation 27 of the SEBI (LODR) Regulations, 2015, entire report on Corporate Governance together with the Auditor Certificate regarding compliance of the conditions of Corporate Governance forms part of full Annual Report.

DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Said Act ) has been made effective from December 9, 2013. This Act is to provide protection against Sexual harassment and for matters connected therewith and incidental threto. The Company has constituted an Internal Compliant Committee (ICC) as required by the said Act. The Company is strongly opposed to sexual harassment and employees are made aware about consequences of such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the committee under the provisions of the said Act.

UNCLAIMED AND UNPAID DIVIDENDS

The Company had not paid any dividend so far and hence the question of unclaimed and unpaid dividend does not arise.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited, and pursuant to Regulation 14 of the SEBI (LODR) Regulations 2015, the Annual Listing fees for the year 2017-2018 have been paid to them well before the due date i.e. April 30,2017.

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.

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

K. KARTHIK P. SHANMUGASUNDARAM

Coimbatore Executive Director Director

06.05.2017 DIN: 06846794 DIN: 00119411

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Nineth Annual Report of your Company together with the audited accounts for the year ended on 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

Particulars 31.03.2015 31.03.2014 (Rs in Lakhs) (Rs in Lakhs)

Gross Income 8263.17 8,868.48

Profit before Interest, Depreciation & Tax 616.34 854.54

Less: Interest 427.00 608.84

Depreciation (refer Note No.34) 390.45 801.15

Add: Exceptional items 187.32 862.52

Profit/ (Loss) Before Tax (13.79) 307.07

Profit / (Loss) After Tax (13.79) 307.07

Depreciation adjusted against opening balance of retained earnings (refer Note No.34) (115.57) -

Add : Balance brought forward (3999.41) (4,306.48)

Amount transferred to Balance Sheet (4128.77) (3,999.41)

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s Gross Revenue is '' 8263.17 Lakhs [Previous Year: '' 8868.48 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to '' 616.34 Lakhs [Previous Year ('' 854.54 Lakhs]. The Net profit/ (Loss) stood at '' (13.79) Lakhs [Previous Year Net Profit '' 307.07 Lakhs].

AMOUNT TRANSFERRED TO RESERVES.

The Company has not transferred any amount to reserves during the year and hence no information as per the provisions of Section 134 (3) (j) of the Companies Act, 2013 has been furnished.

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2014-2015.

PUBLIC DEPOSITS.

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies

(Acceptance of Deposit) Rules, 2014. As on 1st April , 2014, no amounts were outstanding which were classified as ''Deposits'' under the applicable provisions of Companies Act, 1956 and hence, the requirement for furnishing of details of deposit which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached in prescribed form (MGT-9) as Annexure-A which forms part of this Report.

DISCLOSURE UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, WITH RESPECT TO MATERIAL CHANGES AFTER THE DATE OF FINANCIAL REPORT.

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2015) and the date of the Report (April 30, 2015)

INTERNAL CONTROL SYSTEMS AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence the requirement for furnishing of details under Section 134(3) (h) in prescribed Form No.AOC-2 is not applicable.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The Company has not provided any loan, Guarantee and made investments under Section 186 of the Companies Act, 2013 hence no information as per provisions of Section 134 (3) (g) of the Companies Act, 2013 has been furnished.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not granted any Employees Stock Options Scheme, during the year under review and hence no information required to be furnished as per the provisions of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES.

The Company has not issued any Sweat Equity Shares during the year under review and hence no information required to be furnished as per the provisions of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES.

The Company has no Subsidiary, Joint Venture or Associate Companies during the year under review and hence no information required to be furnished as per the provisions of Rule 8 (5)(iv) of the Companies (Accounts) Rules, 2014.

SHARE CAPITAL

The Paid-up share capital of the Company as at 31st March 2015 stood at Rs.1500.02 lakhs. During the year under review the Company has not made any fresh issue of shares.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There was no change in the nature of the business of the Company during the year under review.

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) and as per the Articles of Association of the Company, Sri.V.Rajvirdhan Director & Vice Chairman of the Company (DIN: 00156787) retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

APPOINTMENTS / RESIGNATION OF DIRECTORS / KMP.

During the year under review the following changes were occurred in the Directors and Key Managerial Personnel.

- Sri.V.Rajvirdhan, Executive Director resigned with effect from 16.05.2014 and appointed as Non- executive Vice Chairman of the Company. The Board placed on record its appreciation for the services rendered by Sri.V.Rajvirdhan during his tenure as Executive Director with the Company.

- Sri.K.Karthik was appointed as an Executive Director with effect from 16.05.2014 for the period of three years and same has been confirmed by the shareholders at the previous Annual General Meeting held on 9th July 2014.

- Sri. P.Shanmugasundaram, Sri.KNV Ramani, Sri.P.V.Ramakrishnan, Sri.Harsha Lakshmikanth were appointed as an Independent Directors of the Company in accordance with the provisions of the Companies Act, 2013 at the previous Annual General Meeting held on 9th July 2014. All the Independent Directors have given declaration that they meet the criteria of Independence as laid down in the Section 149(6) of the Act and clause 49 of the Listing Agreement and there is no change in their status of Independent.

- None of the Independent Directors will retire at the ensuing Annual General Meeting.

- Sri.B.Hariganesh, Company Secretary of the Company has resigned with effect from 30th January 2015.

- Sri.G.Karthik has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 30th January 2015.

- Sri.R.Ramakrishnan has been appointed as the Chief Financial Officer of the Company with effect from 30th January 2015.

- Ms. Aishwarya Rao was appointed as an Additional Director (Independent) on the Board with effect from 31st March 2015. We seek your confirmation for appointment of Ms.Aishwarya Rao as an Independent Director for a term up to five consecutive year''s i.e from 10th September 2015 to 9th September 2020.

At the Board Meeting held on 30th January 2015, Sri.K.Karthik, Executive Director, Sri.G.Karthik, Company Secretary and Sri.R.Ramakrishnan, Chief Financial Officer were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-Section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013

DISCLOSURE RELATING TO BOARD, COMMITTEES AND POLICIES

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended on 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details of Board Meeting Dates and Particulars of Directors Attendance are given in the Corporate Governance Report, has been enclosed with this report. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March 2015, the Independent Directors held a separate meeting in compliance with the requirement of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

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 except as stated in note number 34 of the financial statement 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 loss 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.

NOMINATION AND REMUNERATION COMMITTEE AND REMUNERATION POLICY.

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-Section (3) of Section 178. The Board has, on recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Kindly refer the Corporate Governance Report, for matters relating to constitution, meetings, and functions of the Committee and remuneration policy formulated by this committee.

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

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the policy on Vigil Mechanism/Whistle Blower for Directors and employees of the Company.

The Whistle Blower Policy is disclosed on the website of the Company at www.lgbforge.co.in Your Company hereby affirms that no complaints were received during the year under review.

STAKEHOLDER RELATIONSHIP COMMITTEE

Kindly refer to the section on Corporate Governance, under the head, ''Stakeholder Relationship Committee'' for matters relating to the composition, meetings, and functions of the Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

According to Section 135 of the Companies Act, 2013, no requirement for our Company to constitute the CSR Committee and for framing the CSR Policy. Hence no requirement to furnish the details under Section 134(3) (o) of the Companies Act, 2013.

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed in the Corporate Governance Report.

FAMILIARIZATION PROGRAMMES

The Company has conducted various sessions during the financial year to familiarize Independent Directors with the Company, their roles, responsibility in the Company and the technology and risk management systems of the Company.

Directors are encouraged to attend the training programmes being organized by various regulators/ bodies/ institutions on above matters.

RISK MANAGEMENT POLICY.

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing Shareholder''s values 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.

AUDITORS AND THEIR REPORTS

STATUTORY AUDITORS

M/s. Haribhakti & Co LLP; Chartered Accountants (Firm Registration Number: 103523W), Coimbatore, who are the statutory auditors of the Company, hold the office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules made there under, it is proposed to appoint M/s.Haribhakti & Co LLP; Chartered Accountants as Statutory auditors of the Company from the conclusion of forthcoming AGM to the conclusion of the fifth consecutive AGM, subject to the ratification of their appointment at every AGM held after this AGM.

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.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sri.P.Eswaramoorthy B.Sc, FCS, (Membership No. FCS 6510 and CP.No.7069) Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report (in Form No. MR.3) for the financial year 2014-15 is attached as Annexure- B which forms part of this Report.

INTERNAL AUDITOR

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 and rules made there under, Sri.MP Gopalakrishnan, Chartered Accountant was appointed as an Internal Auditor of the Company for the financial year 2014-15.

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

The Statutory Audit 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.

OTHER DISCLOSURES

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

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which form part of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The Information as required under the provisions of the Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in the "Annexure D" which forms part of this report.

Further,

- None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 134 of the Companies Act, 2013.

- As on 31st March 2015 there were 362 Permanent employees of the Company.

PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

Our Company does not have Holding and Subsidiary Company and hence no information required to be furnished under Section 197(14) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

The Management Discussion and Analysis Report of the operations of your Company is provided in a separate section of this Annual Report and forms part of the Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered in to with the Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance is forms part of this Report.

DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ''Said Act'') has been made effective from December 9, 2013. This Act is to provide protection against Sexual harassment and for matters connected therewith and incidental threto. The Company has constituted an Internal Compliant Committee (ICC) on 15th May 2014 as required by the said Act. The Company is strongly opposed to sexual harassment and employees are made aware about consequences of such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the committee under the provisions of the said Act.

UNCLAIMED AND UNPAID DIVIDENDS

As on 31st March, 2015 as no amount lying in the unpaid dividends account of the Company.

LISTING

The Securities of your Company are listed with the National Stock Exchange of India Limited and BSE Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2015-2016 have been paid to them well before the due date i.e. April 30, 2015.

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.

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

K. KARTHIK P. SHANMUGASUNDARAM Coimbatore Executive Director Director 30.04.2015 DIN: 06846794 DIN: 00119411

Mar 31, 2014

The Directors take pleasure in presenting the 8th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2014.

Financial results:

The summary of the financial performance of the Company for the year ended 31st March, 2014 as compared to the previous year is as below:

Particulars 31.03.2014 31.03.2013 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 8,868.48 11,116.59

Profit before Interest, Depreciation & Tax 854.54 1,385.61

Less:

Interest 608.84 787.82

Depreciation 801.15 968.47

Add: Exceptional items 862.52 (65.37)

Profit/ (Loss) Before Tax 307.07 (436.05)

Profit / (Loss) After Tax 307.07 (436.05)

Add : Balance brought forward (4,306.48) (3,870.43)

Amount transferred to Balance Sheet (3,999.41) (4,306.48)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2013-2014.

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s Gross Revenue is Rs. 8868.48 Lakhs [Previous Year: Rs. 11,116.59 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs. 854.54 Lakhs [Previous Year ( Rs. 1,385.61 Lakhs]. The Net profit stood at Rs. 307.07 Lakhs [Previous Year Net Loss Rs. 436.05 Lakhs].

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 2014-2015 have been paid to them well before the due date i.e. April 30, 2014. 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 2014-2015.

DIRECTORS

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. B. Vijayakumar is liable to retire by rotation and is eligible for re-appointment.

Impending notifications of Section 149 and other applicable provisions of the Companies Act, 2013 and Clause 49(II) of the Listing Agreement appointment of Independent Director is required.

Your Directors appointed Sri. P. Shanmugasundaram and Sri. K.N.V. Ramani as independent Directors for Five consecutive years from 9th July 2014 to 8th July 2019 as they retired in the ensuing Annual General Meeting and Re appointed .

Sri. P. V. Ramakrishanan, and Sri. Harsha Lakshimikanth Directors of the Company are being appointed as Independent Directors for Five consecutive years from 1st September, 2014 to August 31st 2019 as per the provisions of Section 149 and the other applicable provisions of the Companies Act, 2013.

Directors appointed pursuant to Section 149 ,150, and 152 of the Companies Act, 2013 and for compliances of clause 49(II) of the Listing Agreement .

Sri. K. Karthik has been appointed as Additional Director and Whole time Director in the Board Meeting held on 30th January 2014 and later he has been re-designated as Executive Director w.e.f. 16th May 2014. The Company has received a letter from a member with the requisite deposit for his appointment as a Director.

After Sri K. Karthik was appointed as Whole time Director of the Company w.e.f. 01-02-2014, he has been effectively attending to the day-to-day affairs of administration. In this context and since Sri. V. Rajvirdhan expressed his inability to pay attention to day-to-day business of the Company, he resigned as Executive Director w.e.f. 16- 05-2014 and Sri K.Karthik was re-designated as Executive Director without any other variation in the terms of appointment.

However considering that Sri. V. Rajvirdhan has familiarized himself with the business, the performances and the future prospects and potentials of the Company during his tenure as Executive Director, the Board of Directors considered it appropriate to have his continued guidance in a non-executive capacity as Vice- Chairman. It is envisaged that this arrangement would help the Company to utilize his services for general guidance and policy directions in crucial areas, apart from future business developments, joint ventures and strategies for the benefit of the Company. He would be eligible for a Commission of 1% of the Net Profits of the Company per annum.

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.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 274(1)(g) of the Companies Act, 1956.

Your Directors Recommend their appointment / Re appointment .

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

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.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. The Company has received a certificate from the Statutory auditors to the effect that their re-appointment, if made, would be eligible under section 141 of the Companies Act, 2013.

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.

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, 2014 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 their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN

Executive Director

15.05.2014

Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 7th 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 11,116.59 12,924.25

Profit before Interest, Depreciation & Tax 1,429.62 1,509.66

Less: Interest 831.83 1,023.31

Depreciation 968.47 1,016.12

Exceptional items 65.37

Profit/ (Loss) Before Tax (436.05) (529.77)

Profit / (Loss) After Tax (436.05) (529.77)

Add : Balance brought forward (3,870.43) (3,340.66)

Amount transferred to Balance Sheet (4,306.48) (3,870.43)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2012-2013.

PERFORMANCE OF THE COMPANY

During the year under review, your Company''s gross revenue is Rs. 11,116.59 Lakhs[previous year Rs. 12,924.25 Lakhs]. Gross Profit/(Loss) before, interest, depreciation and tax amounted to Rs. 1429.62 Lakhs[previous year (Rs. 1509.66 Lakhs]. The net loss came to Rs. 436.05 Lakhs[previous year Rs. 529.77 Lakhs]. The major contributories to Net Loss in the financial year under review were due to severe disturbance to Production due to frequent Power Cut, very poor market condition, declining automotive market, high interest rates affecting market conditions.

RIGHTS ISSUE

Your Company has raised Rs. 500.01 Lakhs through the Rights issue, by issue of 5,00,00,517 Equity Shares of Rs. 1/- each at a premium of Rs. 1.75/- to the existing shareholders on rights basis. The aforesaid shares allotted under rights issue started traded on The Bombay Stock

Exchange and National Stock Exchange w.e.f 14th of May, 2012.

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.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Sri. B. Vijayakumar and Sri. Rajiv Parthasarathy 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.

PUBLIC DEPOSITS

The Company has not accepted any Fixed Deposit during the year under review.

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.

AUDITORS

M/s. Haribhakti & Co Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. 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, Dr. G.L. Sankaran, Cost Accountant, Coimbatore have been appointed as Cost Auditors for the year. The relevant cost audit report for the financial year 2011-12 has been filed within the due date

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.

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 loss 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 their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

V. RAJVIRDHAN Coimbatore

Executive Director

30.04.2013

Mar 31, 2012

The Directors take pleasure in presenting the 6th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2012 as compared to the previous year is as below:

Particulars 31.03.2012 31.03.2011 (Rs in Lakhs) (Rs in Lakhs)

Gross Income 14,070.32 13,923.56

Profit before Interest, Depreciation & Tax 1,509.66 1,221.51

Less:

interest 1,023.31 1,031.58

Depreciation 1,016.12 1,052.24

Profit/ (Loss) Before Tax (529,77) (362.31)

Less: Short provision for Income Tax earlier years - -

Profit / (Loss) After Tax (529.77) (862.31)

Add : Balance brought forward (3,340.66) (2,478.35)

Amount transferred to Balance Sheet (3,870.43) (3,340.66)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2011 -2012.

PERFORMANCE OF THE COMPANY

During the year under review, your Company's gross revenue is Rs 14070.32 Lakhs [Previous Year: Rs 13923.56 Lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs 1509.66 Lakhs [Previous Year Rs 1221.51 Lakhs]. The Net Loss came to Rs 529.77 Lakhs [Previous Year Rs 862.31 Lakhs], The major contributories to Net Loss in the financial year under review were due to the major increase in raw material prices, shortage of power, high cost of interest and inability to pass on the increase to our customers.

ENHANCEMENT OF SHARE CAPITAL OF THE COMPANY

During the year under review, the Authorised Share Capital of the Company has been enhanced from Rs 17 Crores to Rs 20 Crores consisting of Rs 17 Crores of Equity Shares of Rs 1/- each and Rs 3 Crores consisting of 3 Lakhs Redeemable Preference Shares of Rs 100/- each.

The Company has issued 5,00,00,517 Equity Shares of Rs 1/- each at a premium of Rs 1.75 per share on Rights basis in the ratio of one share for every two shares held by the shareholders to augment Rs 13.75 crores to strengthen the net-worth of the Company and to reduce borrowings to some extent by way of infusion of equity capital.

The equity capital infused will be utilized for part repayment of unsecured loans, working capital loans and to meet the issue expenses.

The issue received satisfactory response from investors. Your Directors appreciate the confidence reaffirmed by the investors with 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 2012-2013 have been paid to them well before the due date i.e. April 30, 2012. 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 2012-2013

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,

Sri.P.Shanmugasundaram and Sri.P.V.Ramakrishnan 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.

PUBLIC DEPOSITS

The amount of Fixed Deposit available with the Company as on 31st March 2012 is Rs.50 lakhs/ - (Rupees Fifty Lakhs Only)

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.

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.

AUDITORS

M/s.Haribhakti & Co Chartered Accountants, Coimbatore, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment. 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(1 B) of the Companies Act, 1956.

COST ACCOUNTING RECORDS

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 Dr. G.L. Sankaran, Cost Accountant, Coimbatore has been appointed as Cost Auditor for the year.

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.

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, 2012 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 their sincere thanks to the valued Customers, Suppliers and Banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN P. SHANMUGASUNDARAM

28.04.2012 Executive Director Director

Mar 31, 2011

The Directors take pleasure in presenting the 5th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

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

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

Profit before Interest, Depreciation & Tax 1221.51 677.74

Less:

Interest 1031.58 964.47

Depreciation 1052.24 1072.60

Profit/ (Loss) Before Tax (862.31) (1359.33)

Less : Short Provisions for Income Tax for earlier years - 0.03

Profit / (Loss) After Tax (862.31) (1359.36)

Add : Balance brought forward (2478.35) (1118.99)

Amount transferred to Balance Sheet (3340.66) (2478.35)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2010-2011.

PERFORMANCE OF THE COMPANY

During the year under review, your Companys gross revenue is Rs.13153.85 Lakhs [Previous Year: Rs. 10437.19 Lakhs. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.1221.51 Lakhs [Previous Year (Rs.677.74 Lakhs]. The Net Loss came to Rs.862.31 Lakhs [ Previous Year Rs. 1359.36 Lakhs). The Gross Income of the Company has grown by 26% over the previous year. The major contributories to Net Loss in the financial year under review were due to major increase in raw material prices, shortage of power, adverse forex fluctuations, and inability to pass on the increases to our customers.

The Operations of the Company have been streamlined for the available power and the customer base has been rationalized. This will improve the operations for the current year with a better cash flow and retention.

The bank credit facility enjoyed by your Company by way of secured loans have been guaranteed by M/s. L.G. Balakrishnan & Bros Ltd.

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 had 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.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Sri. K.N.V. Ramani and Sri. Harsha Lakshmikanth 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 Exchanges forms part of the Notice of ensuing Annual General Meeting.

PUBLIC DEPOSITS

The amount of Fixed Deposit available with the Company as on 31st March 2011 is Rs. 1,08,00,000/- (Rupees One Crore and Eight Lakhs Only)

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

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.

AUDITORS

The Auditors, M/s.Haribhakti ÃÂ£t Co, 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.

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 their sincere thanks to the valued Customers, Suppliers and Banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all the employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN P. SHANMUGASUNDARAM

29.04.2011 Executive Director Director

Mar 31, 2010

The Directors take pleasure in presenting the 4th Annual Report of your Company together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

The summary of the financial performance of the Company for the year ended 31st March, 2010 as compared to the previous year is as below

Particulars 31-03-2010 31-03-2009 (Rs. in Lakhs) (Rs. in Lakhs)

Profit before Interest, Depreciation & Tax 677.74 964.10

Less: Interest 964.47 1009.76

Depreciation 1072.60 1065.83

Profit/ (Loss) Before Tax (1359.33) (1111.49)

Less : Short Provisions for Income Tax for earlier years 0.03 -

Fringe Benefit Tax - 7.50

Profit / (Loss) After Tax <1359.36) (1118.99)

Add : Balance brought forward (1118.99) -

Amount transferred to Balance Sheet (2478.35) (1118.99)

DIVIDEND

In view of the losses, current and accumulated, your Directors regret their inability to recommend dividend for the year 2009-2010.

PERFORMANCE OF THE COMPANY

During the year under review, your Companys gross revenue is Rs.10395.27 lakhs [Previous Year: Rs.9612.77 lakhs]. Gross Profit / (Loss) before interest, depreciation and tax amounted to Rs.677.74 lakhs [Previous Year (Rs.964.10 lakhs]. The Net Loss came to Rs.1359.36 lakhs [Previous Year Rs.1118.99 lakhs]. The major contributories to Net Loss in the financial year under review were due to major increase in raw material prices, adverse forex fluctuations, and write off bad debts and provisions.

SHARE CAPITAL

Subsequent to the Special Resolution passed by the members of the Company in their EGM held on 6th January, 2010 to issue 6 Equity Shares, Re.1/- each on Preferential Basis to Promotor and Promotor group in order to consolidate the Equity Shares of Re.1 /- to Rs.10/-, the Board decided to defer the implementation of the consolidation of the Equity Shares as well as issue of 6 Equity Shares of Re.1 /- each due to technical difficulties.

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.

DIRECTORS:

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

Sri. V. Rajvirdhan and Sri. Rajiv Parthasarathy joined the Board as Additional Directors and will hold office till the ensuing Annual General Meeting.

Sri. P.S. Balasubramanian, Managing Director and Smt. Rajsri Vijayakumar, Director have resigned from the Company with effect from 28th January, 2010. Your Directors wish to place on record the valuable services rendered by them during their tenure of their office as Directors.

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.

PUBLIC DEPOSITS:

The amount of Fixed Deposit available with the Company as on 31st March, 2010 is Rs.1,00,00,000/- (Rupees One Crore only)

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.

AUDITORS:

The Auditors, M/s. Suri ÃÂ£t Co., Chartered Accountants, will retire at the ensuing Annual General Meeting. The Board at its meeting held on April 29, 2010 on the recommendation of the Audit Committee has proposed the appointment of M/s. Haribhakti St Co., Chartered Accountants as Auditors to audit the accounts of the Company for the financial year 2010. You are requested to consider their appointment.

Your Directors wish to place on record their sincere appreciation of the valuable contribution made by M/s. Suri ÃÂ£t Co., Chartered Accountants to our Company.

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.

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 their sincere thanks to the valued customers, suppliers and banks for their support, co-operation and guidance and also wish to place on record appreciation of the committed services rendered by all employees of the Company. Your Directors would also like to thank all the shareholders for their continued confidence in the Company.

By Order of the Board

Coimbatore V. RAJVIRDHAN

29.04.2010 Executive Director

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