Upload
others
View
5
Download
0
Embed Size (px)
Citation preview
18th July, 2019
To
MR.R.VIDHYASHANKAR DIN:00002498 152 KALIDASS ROAD RAM NAGAR COIMBATORE- 641009
Dear Sir,
@oLOIIW
L.G. BALAKRISHNAN & BROS LIMITED
Sub: Your re-appointment as an Independent Director (I D) of our Company for the second term of 5 consecutive years-Reg ...
We are pleased to inform you that, based on the recommendation of the Nomination
and Remuneration Committee and the Board of Directors, the shareholders, at their
63rd Annual General Meeting held on 18th July, 2019, have approved your re
appointment as the Independent Director (I D) of the Company for the second term of
5 consecutive years with effect from 1st September, 2019, by means of passing a
special resolution as envisaged under Section 149 read with Schedule IV and other
applicable provisions of the Companies Act, 2013 read with the relevant provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended).
The terms and conditions of your re-appointment are as set out herein below:
A. Term
Your re-appointment as an Independent Director have been made for a period of five
(5) years commencing from 1st September, 2019 to 31st August, 2024 without liable
for retire by rotation. Your tenure will also be subject to your continuing to meet 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 (as amended).
Cont...2
Regd. Office: 6116/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co .in
- ~ @oLOIIW
L.G. BALAKRISHNAN & BROS LIMITED
(2)
B.Remuneration
The remuneration policy for non-whole time directors, including the Independent Directors, is reviewed by the Board or committee thereof. The Non Executive Directors are presently remunerated by way of sitting fee as may be decided by the Board, from time to time, within the overall limit permitted under the Companies Act, 2013, for attending per meeting of the Board and the audit committee, in which they
are members.
In addition to the sitting fees, the Directors will be entitled to reimbursement of expenses incurred by them in connection with attending the Board Meeting,
Committee Meetings, General Meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out of pocket
expenses.
Pursuant to applicable law, Independent Director will not be entitled to any stock
options.
C. Familiarization Programme
The Company through its executive directors I key managerial personnel will conduct programmes to familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programmes aims to provide an opportunity to
the Independent Directors to understand nature of the industry, Company's strategy,
business model, operations, service and product offerings, markets, organization
structure, finance, human resources, technology, quality, facil ities and risk
management and such other areas.
D. Committees
You may be nominated on one or more committees of the Board and in such event you shall abide with the relevant Committee's term of reference and any specific
responsibilities.
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail : [email protected] www.lgb.co.in
@oLOIIII
L.G. BALAKRISHNAN & BROS LIMITED
(3)
E.Code of Conduct and Duties and Responsibilities
1. The Independent Director shall abide by the .Guidelines of professional
conduct, Role, Function and Duties as an Independent Director as provided in Schedule IV of the Companies Act; 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and any other law for the time
being inforce and in future.
2. The Independent Director shall strictly abide by all Code of Conducts as
prescribed by the Company as required to be followed by various acts, enactments, rules, regulations, agreements etc., at any point of time. The
Company has formulated a detailed Code of Conduct for the Board of
Directors and Senior employees of .the company. You shall annually affirm, in
writing, the compliance with the code.
3. The Independent Director should not indulge in any activity that is detrimental
to the Company and its stakeholders directly or indirectly at any point of time.
F.Prohibition on Insider Trading
Independent Director shall strictly follow the Company's "Code of Conduct for listed companies to regulate, monitor and report trading by designated persons" on insider
information and the requirements under the Companies Act, 2013 and SEBI
Regulations, which inter-alia requires that price-sensitive information is not used or
transmitted and maintained securely. You shall not make any statements that might
risk a breach of these requirements without prior clearance.
G. Independent Directors' Separate Meeting
1. Independent Directors of the company shall hold at least one meeting in a
year, without the attendance of Non-Independent directors and members of
management in order to perform their duties as envisaged under Clause VII of
Schedule IV of the Companies Act, 201 3 read with the SEBI (Listing ~=:::~
Obligations and Disclosure Requirements) Regulations, 2015 (as amend ~8.:--s\-\NANcf<». from time to time).
1 / · ci CBE-o ~
,JP' Cont. ~~~~4~fl.'\-v;\,'~ -..... .... --#r
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co.in
@oLOIIIII
L.G. BALAKRISHNAN & BROS LIMITED
(4)
2. The Independent Director of the company shall strive to be present at such
meeting.
H.Evaluation
1. The re-appointment of Independent Director shall be on the basis of report of
performance evaluation and in compliance with the Companies Act, 2013 and
relevant Rules thereof.
2. The resignation and removal of Independent Director shall be in the same
manner as provided in Sections 168 and 169 of the Act.
I. Law
1. All the terms as mentioned above, including your re-appointment, professional
conduct, role and functions, duties and evaluation shall be governed by the
Companies Act, 2013 and rules made thereunder and corporate governance
requirement under the SEBI (LODR) Regulations, 2015 as amended from
time to time.
2. Your engagement with the company is governed by and shall be construed in
accordance with the Indian Laws and your engagement shall be subject to the
jurisdiction to the Courts of India.
3. This letter constitutes the entire terms and conditions of your appointment and
no waiver or modification shall be valid unless in writing and signed by both
the parties.
J. General
1. You will submit a declaration in the beginning of every financial year under
Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) HN
Regulations, 2015 (as amended from time to time) during your tenur St:\S A~Ncf~ confirming whether you meet the criteria of independence. y (·~ CBE-s ~ l
~~~ r-IJ
Cont. .. ~~~· ----:f;Jf' . . ..... -
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co.in .
@o~.-o-...
L.G. BALAKRISHNAN & BROS LIMITED
(5)
2. You will promptly inform the Board of any change in the status of your
independence.
3. You will promptly inform the Board of any change in your Directorship I Committee Membership of other Companies.
4. So long as you are Independent Director of the Company, the number of companies in which you hold office as a director or a chairman or committee
member will not exceed the upper limit stipulated under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.
5. So long as you are Independent Director of the Company, you will ensure that
you do not get disqualified to act as a director pursuant to the provisions of
Section 164 of the Companies Act, 2013.
6. You will ensure compliance with other provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as
applicable to you as an Independent Director.
Please confirm your acceptance by signing and returning the enclosed copy of the
letter to the Company.
alakrishnan & Bros Limited
Chairman and Managing Director
DIN:00015583
Acceptance of Re-appointment
I confirm and agree to the terms of my re-appointment as an Independent Director
of L.G.Balakrishnan & Bros Limited as set out in this letter.
Date : 18.07.2019 Place : Coimbatore
{2_. v; c\ ~\ ~ /.)h.~"'" )<.~-v· (R.VIDHYA'SHANKAR) (DIN.00002498)
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co.in
18th July, 2019
To
MR.G.D.RAJKUMAR DIN:00197696
@oLo..i
L.G. BALAKRISHNAN & BROS LIMITED
GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE- 641018
Dear Sir,
Sub : Your appointment as an Independent Director (ID) of our Company for the first term of 5 consecutive years-Reg.
We are pleased to inform you that, based on the recommendation of the Nomination
and Remuneration Committee and the Board of Directors, the shareholders, at their
63rd Annual General Meeting held on 18th July, 2019, have approved your
appointment as the Independent Director (I D) of the Company for the first term of 5
consecutive years with effect from 29th April , 2019, by means of passing a special
resolution as envisaged under Section 149 read with Schedule IV and other
applicable provisions of the Companies Act, 2013 read with the relevant provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended) .
The terms and conditions of your appointment are as set out herein below:
A. Term
Your appointment as an Independent Director have been made for a period of five
(5) years commencing from 29th April, 2019 to 28th Apri l, 2024 without liable for
retire by rotation . Your tenure will also be subject to your continuing to meet 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 (as amended) .
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co.in
B. Remuneration
@oLO~
L.G. BALAKRISHNAN & BROS LIMITED
(2)
The remuneration policy for non-whole time directors, including the Independent Directors, is reviewed by the Board or committee thereof. The Non Executive Directors are presently remunerated by way of sitting fee as may be decided by the Board, from time to time, within the overall limit permitted under the Companies Act, 2013, for attending per meeting of the Board and the audit committee, in which they are members.
In addition to the sitting fees, the Directors will be entitled to reimbursement of
expenses incurred by them in connection with attending the Board Meeting,
Committee Meetings, General Meetings and in relation to the business . of the Company towards hotel accommodation, travelling and other out of pocket
expenses.
Pursuant to applicable law, Independent Director will not be entitled to any stock
options.
C. Familiarization Programme
The Company through its executive directors I key managerial personnel will conduct programmes to familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programmes aims to provide an opportunity to the Independent Directors to understand nature of the industry, Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas.
D. Committees
You may be nominated on one or more committees of the Board and in such event
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
@oLOMI
L.G. BALAKRISHNAN & BROS LIMITED
(3)
E.Code of Conduct and Duties and Responsibilities
1. The Independent Director shall abide by the Guidelines of professional conduct, Role, Function and Duties as an Independent Director as provided in Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other law for the time being inforce and in future.
2. The Independent Director shall strictly abide by all Code of Conducts as
prescribed by the Company as required to be followed by various acts,
enactments, rules, regulations, agreements etc. , at any point of time. The
Company has formulated a detailed Code of Conduct for the Board of
Directors and Senior employees of the company. You shall annually affirm, in
writing , the compliance with the code.
3. The Independent Director should not indulge in any activity that is detrimental
to the Company and its stakeholders directly or indirectly at any point of time.
F.Prohibition on Insider Trading
Independent Director shall strictly follow the Company's "Code of Conduct for listed
companies to regulate, monitor and report trading by designated persons" on insider
information and the requirements under the Companies Act, 2013 and SEBI
Regulations, which inter-alia requires that price-sensitive information is not used or
transmitted and maintained securely. You shall not make any statements that might risk a breach of these requirements without prior clearance.
G. Independent Directors' Separate Meeting
1. Independent Directors of the company shall hold at least one meeting in a
year, without the attendance of Non~lndependent directors and members of
management in order to perform their duties as envisaged under Clause VII of
Schedule IV of the Companies Act, 2013 read with the SEBI (Listing 'NA
Obligations and Disclosure Requirements) Regulations, 2015 (as amend ~""/?. from time to time) . 1 ~J: ~~( CBE-6 )~
y Cont..~~~ ~ G'~WAPP..~
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail : [email protected] www.lgb.co.in
· (@) 9oLONIII
L.G. BALAKRISHNAN & BROS LIMITED
(4)
2. The Independent Director of the company shall strive to be present at such meeting.
H.Evaluation
1. The appointment of Independent Director shall be on the basis of report of
performance evaluation and in compliance with the Companies Act, 2013 and relevant Rules thereof.
2. The resignation and removal of Independent Director shall be in the same
manner as provided in Sections 168 and 169 of the Act.
I. Law
1. All the terms as mentioned above, including your appointment, professional conduct, role and functions, duties and evaluation shall be governed by the
Companies Act, 2013 and rules made thereunder and corporate governance
requirement under the SEBI (LODR) Regulations, 2015 as amended from
time to time.
2. Your engagement with the company is governed by and shall be construed in
accordance with the Indian Laws and your engagement shall be subject to the
jurisdiction to the Courts of India.
3. This letter constitutes the entire terms and conditions of your appointment and
no waiver or modification shall be valid unless in writing and signed by both
the parties.
J. General
1. You will submit a declaration in the beginning of every financial year under
Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co.in
{3oLo ...
L.G. BALAKRISHNAN & BROS LIMITED
(5)
2. You will promptly inform the Board of any change in the status of your
independence.
3. You will promptly inform the Board of any change in your Directorship I Committee Membership of other Companies.
4. So long as you are Independent Director of the Company, the number of companies in which you hold office as a director or a chairman or committee
member will not exceed the upper .limit stipulated under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.
5. So long as you are Independent Director of the Company, you will ensure that
you do not get disqualified to act as a director pursuant to the provisions of
Section 164 of the Companies Act, 2013.
6. You will ensure compliance with other provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as
applicable to you as an Independent Director.
Please confirm your acceptance by signing and returning the enclosed copy of the
letter to the Company.
mar
Chairman and Managing Director
DIN:00015583
Acceptance of Appointment
I confirm and agree to the terms of my appointment as an Independent Director of
L.G.Balakrishnan & Bros Limited as set out in this letter.
Date : 18.07.2019 Place : COIMBATORE
(G.D.RAJKUMAR) (DIN.00197696)
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
181h July, 2019
To
MR.V.GOVINDARAJULU DIN: 00016108 N0.60-A/49-H SA THY ROAD GANAPATHY COIMBATORE- 641 006
Dear Sir,
@oLOMI
L.G. BALAKRISHNAN & BROS LIMITED
Sub: Your re-appointment as an Independent Director (ID) of our Company for the second term of 5 consecutive years-Reg.
We are pleased to inform you that, based on the recommendation of the Nomination
and Remuneration Committee and the Board of Directors, the shareholders, at their
63rd Annual General Meeting held on 18th July, 2019, have approved your re
appointment as the Independent Director (I D) of the Company for the second term of
5 consecutive years with effect from 1st September, 2019, by means of passing a
special resolution as envisaged under Section 149 read with Schedule IV and other
applicable provisions of the Companies Act, 2013 read with the relevant provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended).
The terms and conditions of your re-appointment are as set out herein below:
A. Term
Your re-appointment as an Independent Director have been made for a period of five
(5) years commencing from 1st September, 2019 to 31st August, 2024 without liable
for retire by rotation . Your tenure will also be subject to your continuing to meet 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 (as amended).
Cont...2
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co.in
@oL.OIIIII
L.G. BALAKRISHNAN & BROS LIMITED
(2)
B. Remuneration
The remuneration policy for non-whole time directors, including the Independent Directors, is reviewed by the Board or committee thereof. The Non Executive Directors are presently remunerated by way of sitting fee as may be decided by the Board, from time to time, within the overall limit permitted under the Companies Act, 2013, for attending per meeting of the Board and the audit committee, in which they
are members.
In addition to the sitting fees, the Directors will be entitled to reimbursement of
expenses incurred by them in connection with attending the Board Meeting,
Committee Meetings, General Meetings and in relation to the business ·of the Company towards hotel accommodation, travelling and other out of pocket
expenses.
Pursuant to applicable law, Independent Director will not be entitled to any stock options.
C. Familiarization Programme
The Company through its executive directors I key managerial personnel will conduct programmes to familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programmes aims to provide an opportunity to the Independent Directors to understand nature of the industry, Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas.
D. Committees
You may be nominated on one or more committees of the Board and in such event
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
E)oLOIIW
L.G. BALAKRISHNAN & BROS LIMITED
(3)
E.Code of Conduct and Duties and Responsibilities
1. The Independent Director shall abide by the Guidelines of professional
conduct, Role, Function and Duties as an Independent Director as provided in
Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and any other law for the time
being inforce and in future.
2. The Independent Director shall strictly abide by all Code of Conducts as
prescribed by the Company as required to be followed by various acts,
enactments, rules, regulations, agreements etc., at any point of time. The
Company has formulated a detailed Code of Conduct for the Board of
Directors and Senior employees of the company. You shall annually affirm, in
writing, the compliance with the code.
3. The Independent Director should not indulge in any activity that is detrimental
to the Company and its stakeholders directly or indirectly at any point of time.
F.Prohibition on Insider Trading
Independent Director shall strictly follow the Company's "Code of Conduct for listed
companies to regulate, monitor and report trading by designated persons" on insider
information and the requirements under the Companies Act, 2013 and SEBI
Regulations, which inter-alia requires that price-sensitive information is not used or
transmitted and maintained securely. You shall not make any statements that might
risk a breach of these requirements without prior clearance.
G. Independent Directors' Separate Meeting
1. Independent Directors of the company shall hold at least one meeting in a
year, without the attendance of Non-Independent directors and members of
management in order to perform their duties as envisaged under Clause VII of
Schedule IV of the Companies Act, 2013 read with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended~N cf
from time to time) . ;1- ~r--a~ Cont CBE-6 <n • (!) ,_
~ '~ ... ':>
Q ,.., ...
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. ·.;;..:.? CIN: L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
. '
@oLo ...
L.G. BALAKRISHNAN & BROS LIMITEO
(4)
2. The Independent Director of the company shall strive to be present at such
meeting.
H.Evaluation
1. The re-appointment of Independent Director shall be on the basis of report of performance evaluation and in compliance with the Companies Act, 2013 and relevant Rules thereof.
2. The resignation and removal of Independent Director shall be in the same
manner as provided in Sections 168 and 169 of the Act.
I. Law
1. All the terms as mentioned above, including your re-appointment, professional conduct, role and functions, duties and evaluation shall be governed by the Companies Act, 2013 and rules made thereunder and corporate governance
requirement under the SEBI (LODR) Regulations, 2015 as amended from
time to time.
2. Your engagement with the company is governed by and shall be construed in accordance with the Indian Laws and your engagement shall be subject to the
jurisdiction to the Courts of India.
3. This letter constitutes the entire terms and conditions of your appointment and no waiver or modification shall be valid unless in writing and signed by both
the parties.
J. General
1. You will submit a declaration in the beginning of every financial year under
Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) ·~r;A;:~ Regulations, 2015 (as amended from time to time) during your tenur _jfB.~ v<f~ confirming whether you meet the criteria of independence. yt; ;J CBE-s g
C t ~ ;; on ... ,. . () G4NAP~9
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422} 2532325 Fax : (0422) 2532333 E-mail: [email protected] www.lgb.co .in
- "<:§:> @oLo• L.G. BALAKRISHNAN & BROS LIMITED
(5)
2. You will promptly inform the Board of any change in the status of your
independence.
3. You will promptly inform the Board of any change in your Directorship I Committee Membership of other Companies.
4. So long as you are Independent Director of the Company, the number of
companies in which you hold office as a director or a chairman or committee
member will not exceed the upper limit stipulated under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.
5. So long as you are Independent Director of the Company, you will ensure that
you do not get disqualified to act as a director pursuant to the provisions of
Section 164 of the Companies Act, 2013.
6. You will ensure compliance with other provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as
applicable to you as an Independent Director.
Please confirm your acceptance by signing and returning the enclosed copy of the
letter to the Company.
alakrishnan & Bros Limited
.Vija a umar Chairman and Managing Director DIN:00015583
Acceptance of Re-appointment
I confirm and agree to the terms of my re-appointment as an Independent Director
of L G Balakrishnan & Bros Limited as set out in this letter.
Date : 18.07.2019 Place : Coimbaore
.GOVINDARAJUL ) (DIN 00016108)
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co .in
18th July, 2019
To
MR.P.SHANMUGASUNDARAM DIN:00119411 OLD N0.4, NEW N0.178, GREEN LANDS COVAl ROAD KARUR- 639002
Dear Sir,
@oLONII
L.G. BALAKRISHNAN & BROS LIMITED
Sub :Your re-appointment as an Independent Director (ID) of our Company for the second term of 5 consecutive years-Reg ...
We are pleased to inform you that, based on the recommendation of the Nomination
and Remuneration Committee and the Board of Directors, the shareholders, at their
63rd Annual General Meeting held on 18th July, 2019, have approved your re
appointment as the Independent Director (I D) of the Company for the second term of
5 consecutive years with effect from 1st September, 2019, by means of passing a
special resolution as envisaged under Section 149 read with Schedule IV and other
applicable provisions of the Companies Act, 2013 read with the relevant p:·ovisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended) .
The terms and conditions of your re-appointment are as set out herein below:
A. Term
Your re-appointment as an Independent Director have been made fer a period of five
(5) years commencing from 1st September, 2019 to 31st August, 2024 without liable
for retire by rotation . Your tenure will also be subject to your continuing to meet 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 (as amended).
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
@oLOIW
L.G. BALAKRISHNAN & BROS LIMITED
(2)
B. Remuneration
The remuneration policy for non-whole time directors, including the Independent Directors, is reviewed by the Board or committee thereof. The Non Executive Directors are presently remunerated by way of sitting fee as may be decided by the Board, from time to time, within the overall limit permitted under the Companies Act, 2013, for attending per meeting of the Board and the audit committee, in which they are members.
In addition to the sitting fees, the Directors will be entitled to reimbursement of
expenses incurred by them in connection with attending the Board Meeting,
Committee Meetings, General Meetings and in relation to the business of the
Company towards hotel accommodation, travelling and other out of pocket expenses.
Pursuant to applicable law, Independent Director will not be entitled to any stock
options.
C. Familiarization Programme
The Company through its executive directors I key managerial personnel will conduct programmes to familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programmes aims to provide an opportunity to
the Independent Directors to understand nature of the industry, Company's strategy, business model , operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas.
D.Committees
responsibilities .
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in
@oLO ...
L.G. BALAKRISHNAN & BROS LIMITED
(3)
E.Code of Conduct and Duties and Responsibilities
1. The Independent Director shall abide by the Guidelines of professional
conduct, Role, Function and Duties as an Independent Director as provided in Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other l.aw for the time being inforce and in future.
2. The Independent Director shall strictly abide by all Code of Conducts as
prescribed by the Company as required to be followed by various acts,
enactments, rules, regulations, agreements etc., at any point of time. The
Company has formulated a detailed Code of Conduct for the Board of
Directors and Senior employees of the company. You shall annually affirm, in
writing, the compliance with the code.
3. The Independent Director should not indulge in any activity that is detrimental
to the Company and its stakeholders directly or indirectly at any point of time.
F.Prohibition on Insider Trading
Independent Director shall strictly follow the Company's "Code of Conduct for listed
companies to regulate, monitor and report trading by designated persons" on insider
information and the requirements under the Companies Act, 2013 and SEBI
Regulations, which inter-alia requires that price-sensitive information is not used or
transmitted and maintained securely. You shall not make any statements that might risk a breach of these requirements without prior clearance.
G. Independent Directors' Separate Meeting
1. Independent Directors of the company shall hold at least one meeting in a
year, without the attendance of Non-Independent directors and members of
management in order to perform their duties as envisaged under Clause VII of
Schedule IV of the Companies Act, 2013 read with the SEB! (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amende ~\t~A~
from time to time). . y ~i8\ Cont.. . -: CBE-6 ;; J
:;>.. ' *~ ' ' J'
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. ~, CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co.in
. (§) @oLOIIII
L.G. BALAKRISHNAN & BROS LIMITED
(4)
2. The Independent Director of the company shall strive to be present at such
meeting.
H.Evaluation
1. The re-appointment of Independent Director shall be on the basis of report of
performance evaluation and in compliance with the Companies Act, 2013 and
relevant Rules thereof.
2. The resignation and removal of Independent Director shall be in the same
manner as provided in Sections 168 and 169 of the Act.
I. Law
1. All the terms as mentioned above, including your re-appointment, professional conduct, role and functions, duties and evaluation shall be governed by the
Companies Act, 2013 and rules made thereunder and corporate governance
requirement under the SEBI (LODR) Regulations, 2015 as amended from
time to time.
2. Your engagement with the company is governed by and shall be construed in
accordance with the Indian Laws and your engagement shall be &ubject to the
jurisdiction to the Courts of India.
3. This letter constitutes the entire terms and conditions of your appointment and
no waiver or modification shall be valid unless in writing and signed by both
the parties.
J. General
1. You will submit a declaration in the beginning of every financial year under
Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure F{equirements)
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. --·-..: CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co .in
@oLOMI
L.G. BALAKRISHNAN & BROS LIMITED
(5)
2. You will promptly inform the Board of any change in the status of your
independence.
3. You will promptly inform the Board of any change in your Directorship I Committee Membership of other Companies.
4. So long as you are Independent .Director of the Company, the number of
companies in which you hold office as a director or a chairman or committee
member will not exceed the upper limit stipulated under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.
5. So long as you are Independent Director of the Company, you will ensure that
you do not get disqualified to act as a director pursuant to the provisions of
Section 164 of the Companies Act, 2013.
6. You will ensure compliance with other provisions of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as
applicable to you as an Independent Director.
Please confirm your acceptance by signing and returning the enclosed copy of the
letter to the Company.
alakrishnan & Bros Limited
umar
Chairman and Managing Director DIN:00015583
Acceptance of Re-appointment
I confirm and agree to the terms of my re-appointment as an Independent Director
of L.G.Balakrishnan & Bros Limited as set out in this letter.
Date: 18.07.2019 Place : Karur
~ ~v---. (P.SHANMUGASUNDARAM) (DIN. 00119411)
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax : (0422) 2532333 E-mail : [email protected] www.lgb.co.in .
@oLOIIII
L.G. BALAKRISHNAN & BROS LIMITED
18th July, 2019
To
SMT KANCHANA MANAVALAN DIN:07497403 2/6 MAIN ROAD THIRUMURTHY NAGAR NUNGAMBAKKAM CHENNAI - 600 034
Dear Sir,
Sub : Your appointment as an Independent Director (ID) of our Company for the first term of 5 consecutive years-Reg.
We are pleased to inform you that, based on the recommendation of the Nomination
and Remuneration Committee and the Board of Directors, the shareholders, at their
63rd Annual General Meeting held on 18th July, 2019, have approved your
appointment as the Independent Director (I D) of the Company for the first term of 5
consecutive years with effect from 31st January, 2019, by means of passing a
special resolution as envisaged under Section 149 read with Schedule IV and other
applicable provisions of the Companies Act, 20 ·13 read with the relevant provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as
amended) .
The terms and conditions of your appointment are as set out herein below:
A. Term
Your appointment as an Independent Director have been made for a period of five
(5) years commencing from 31st January, 2019 to 30th Jc:muary, ~G24 wiihout liabie
for retire by rotation . Your tenure will also be subject to your continuing to meet 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 (as amended).
Cont...2
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co.in ·
9oLOMI
L.G. BALAKRISHNAN & BROS LIMITED
(2)
B. Remuneration
The remuneration policy for non-whole time directors, including the Independent
Directors, is reviewed by the Board or committee thereof. The Non Executive Directors are presently remunerated by way of sitting fee as may be decided by the
Board, from time to time, within the overall limit permitted under the Companies Act,
2013, for attending per meeting of the Board and .the audit committee, in which they
are members.
In addition to the sitting fees, the Directors will be entitled to reimbursement of
expenses incurred by them in connection with attending the Board Meeting,
Committee Meetings, General Meetings and in relation to · the business of the
Company towards hotel accommodation, travelling and other out of pocket
expenses.
Pursuant to applicable law, Independent Director will not be entitled to any stock
options.
C. Familiarization Programme
The Company through its executive directors I key managerial personnel will conduct programmes to familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programmes aims to provide an opportunity to
the Independent Directors to understand nature of the industry, Company's strategy,
business model, operations, service and product offerings, markets, organization
struoture, fina.lqe, · tiuliiaii resburce:;s, technuiogy, quaiity, facilities and risk
management and such other areas.
D. Committees
responsi bi I ities.
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. GIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co.in
E)oLo., L.G. BALAKRISHNAN & BROS LIMITED
(3)
E.Code of Conduct and Duties and Responsibilities
1. The Independent Director shall abide by the Guidelines of professional
conduct, Role, Function and Duties as an Independent Director as provided in
Schedule IV of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations; 2015 and any other law for the time
being inforce and in future .
2. The Independent Director shall strictly abide by all . Code of Conducts as
prescribed by · the Company as required to be followed by various acts,
enactments, rules, regulations, agreements etc., at any point of time. The
Company has formulated a detailed Code of Conduct for the Board of
Directors and Senior employees of the company. You shall annually affirm, in
writing, the compliance with the code.
3. The Independent Director should not indulge in any activity that is detrimental
to the Company and its stakeholder£ directly or indirectly at any point of time.
F.Prohibition on Insider Trading
Independent Director shall strictly follow the Company's "Code of Conduct for listed companies to regulate, monitor and report trading by designated persons" on insider
information and the requirements under the Companies Act, 2013 and SEBI
Regulations, which inter-alia requires that price-sensitive information is not used or
transmitted and maintained securely. You shall not make any statements that might
ris!< a breach of th·ese requiiemeiltS without prior clearance.
G. Independent Directors' Separate Meeting
1. Independent Directors of the company shall hold at least one meeting in a
year, without the attendance of Non-Independent directors and members of
Regd. Office: 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil N~du , India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 Fax: (0422) 2532333 E-mail : [email protected] www.lgb.co.in
·<:0:> @oLOIIIII
L.G. BALAKRISHNAN & BROS LIMITED
(4)
2. The Independent Director of the company shall strive to be present at such
meeting.
H.Evaluation
1. The appointment of Independent Director shall be on the basis of report of performance evaluation and in compliance with the Companies Act, 2013 and
relevant Rules thereof.
2. The resignation and removal of Independent Director shall be in the same
manner as provided in Sections 168 and 169 of the Act.
I. Law
1. All the terms as mentioned above, including your appointment, professional conduct, role and functions, duties and evaluation shall be governed by the
Com!Janies Act, 201 ~ and rules made tht:reunder and corporate gevernance
requirement under the SEBI (LODR) Regulations, 2015 as amended from
time to time.
2. Your engagement with the company is governed by and shall be construed in accordance with the Indian Laws and your engagement shall be subject to the
jurisdiction to the Courts of India.
3. This letter constitutes the entire terms and conditions of your appointment and no v'Vaiver or modification shall be vai id unless in writing and signed by both
the parties.
J. General
1. You will submit a declaration in the beginning of every financial year under
Section 149(6) of the Companies Act, 2013 ("the Act") read with Regulation
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore - 641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422} 2532325 Fax : (0422} 2532333 E-mail : [email protected] www.lgb.co.in
@oLOMI
L.G. BALAKRISHNAN & BROS LIMITED
(5)
2. You will promptly inform the Board of any change in the status of your
independence.
3. You will promptly inform the Board of any change in your Directorship I Committee Membership of other Companies.
4. So long as you are Independent Director of the Company, the number of
companies in which you hold office as a director or a chairman or committee
member will not exceed the upper limit stipulated under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.
5. So long as you are Independent Director of the Company, you will ensure that
you do not get disqualified to act as a director pursuant to the provisions of
Section 164 of the Companies Act, 2013.
6. You will ensure compliance with other provisions of the Act and the SEBI
(t.istin-g Obiigations and Discios_ure Requirements) Regulations, 2015 as
applicable to you as an Independent Director.
Please confirm your acceptance by signing and returning the enclosed copy of the
letter to the Company .
. Jijay umar
Chairman and Managing Director
DIN:00015583
Acceptance of Appointment
I confirm and agree to the terms of my appointment as an Independent Director o
L.G.Balakrishnan & Bros Limited as set out in this letter.
Date : 18.07.2019 Place : CHENNAI
NCHANA MANAVALAN) IN. 07497403)
Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore- 641 006, Tamil Nadu, India. CIN: L29191TZ1956PLC000257 Ph: (0422) 2532325 Fax: (0422) 2532333 E-mail: [email protected] www.lgb.co.in