25
18th July, 2019 To MR.R.VIDHYASHANKAR DIN:00002498 152 KALIDASS ROAD RAM NAGAR COIMBATORE- 641009 Dear Sir, @oLOIIW L.G . BALAKRISHNAN & BR OS LIM ITED 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 .i n

@oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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Page 1: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 2: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

- ~ @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

Page 3: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 4: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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 .

Page 5: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 6: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 7: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 8: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 9: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

· (@) 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

Page 10: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

{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

Page 11: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 12: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 13: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 14: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

. '

@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

Page 15: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

- "<:§:> @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

Page 16: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 17: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 18: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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

Page 19: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

. (§) @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

Page 20: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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 .

Page 21: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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 ·

Page 22: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 23: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

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

Page 24: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

·<: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

Page 25: @oLOIIW L.G. BALAKRISHNAN BROS LIMITED · 2020. 8. 6. · L.G. BALAKRISHNAN & BROS LIMITED GOPAL BAGH, 1068, AVANASHI ROAD OPP PRESIDENT HALL COIMBATORE-641018 Dear Sir, Sub : Your

@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