LGB FORGE LIMITED . Ganapathy, Coimb ato ra -64 1006 Tami l Nadu, lndia TO, Mr.K.N.V.Ramani 152,Kalidas Road Ram Nagar, Coimbatore-641 009 .Sir. Sub: Appointment Letter Tel : (0422) 2&32325 Fax : (0422) 2532333 9" JULY 2014 The Boa rd of Directors at its meeting held on 15" May 2014 considered your profile for the appointment as an Independ ent Director. The Board opined that you are a person of integrity and also possesses rich experience and expertise in the field of Co rporate Management. In pursuance to th e Annual general meeting held on 09th July 2014, pursuant to Section 1 49 (4) of the Companies Acl, 2013, Ru les made there under and the listing agreement, are pleased to appoint you as an Independent Director. The Board took on record your consent to act as director in Form DI R-2, declaration under Section 149 (6) st at ing that you meet all the criteria oi the appointment as an Independent Director and Disclosme of interest in Form MBP-1. Other terms and conditions of appointment are as follows: 1. The term of appointment: You are appointed for a period of 5 years with effect from 9 1h J u I y , 2014 to s '" July 2019. 2. The expectations of the Board from the appointed Director a) Time Commitment: • The Company anticipates a commitment of sufficient time and attenti on as necessary in order to perform your duties under the appointment. b) Strategy: - The Company expects that you will constructively challenge and contri bu te to the development of strategy. Contd---(2) Regd . Office: 6/16/ 13, Krishnarayapu ram Road, Ganapathy, Coimbatore · 641 006. Tam il Nadu, lndia CIN: L27310T220C6PLC012830 E-mail : info@lgb.co.in web: www.lgbforge.co.in
The Board of Directors at its meeting held on 15" May 2014 considered your profile for the appointment as an Independent Director. The Board opined that you are a person of integrity and also possesses rich experience and expertise in the field of Corporate Management. In pursuance to the Annual general meeting held on 09th July 2014, pursuant to Section 149 (4) of the Companies Acl, 2013, Rules made there under and the listing agreement, are pleased to appoint you as an Independent Director.
The Board took on record your consent to act as director in Form DIR-2, declaration under Section 149 (6) stating that you meet all the criteria oi the appointment as an Independent Director and Disclosme of interest in Form MBP-1.
Other terms and conditions of appointment are as follows:
1. The term of appointment:
You are appointed for a period of 5 years with effect from 9 1 h J u I y , 2014 to s'" July 2019.
2. The expectations of the Board from the appointed Director
a) Time Commitment: • The Company anticipates a commitment of sufficient time and attention as necessary in order to perform your duties under the appointment.
b) Strategy: - The Company expects that you will constructively challenge and contribute to the development of strategy.
Tamil Nadu, rndia Tel : (0<22) 2532325 Fax : {0022) 2532333
c) Performance: - You shall scrutinize tl\e performance of management In meeting agreed goals and objectives and monitor the reporting of performQnce.
d) Risk: - You should satisfy yourself that the financial Information is accurate and that financial controls and systems of risk management are robust and defensible.
e) Confidentiality: - You must apply the highest standards of confidentiality and not disclose to any person or Company (whether during the course of the Appointment or at any time after Its termination) any confidential information concerning the Company and any group Companies with which you come into contact by virtue of your position as a Non-Executive Independent Director of the Company.
3. Appointment in Board-level committees and its tasks.
During the appointment you may be asked to serve on one or more of the Board Committees and you have been provided with copies of the terms of reference for each of those Committees.
4. The fiduciary duties that come with such appointment along with accompanying liabilities:
a. You shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the listing agreement or any other Act or Regulations.
b. You shall display utmost alacrity in approving financial statement.
c. You shall disclose Interest in any oi the contract or arrangements and atso diSClose the interest on periodical basis as required under law.
d. You shall strive to attend all meeting including Board, Committee and General Meetings. You shall actively participate In the meetiogs.
e. You shall not compromise or allow to compromis<! "Independence· Conld---(3)
LGB FORGE LIMITED Ganapathy, Coimbatore - 641 OOe
Tomii Nadu, India Tol : (0422) 2532325 Fax : (0422) 2532333
f. You shall not misuse the assets, property, information or any other matter that may be in possession, in the C<Jpacity as a Director of the Company.
g. You shalt not engage in Insider Trading activities.
h. You shalt ensure compliance of an the taws of the land.
The above list is only indicative and not exhaustive.
Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penaQies and imprisonment fO( SUCh breaches. You are also exposed to Class Action Suit by Shareholders.
5. The Code of Business Ethics that the Company expects its directors and employees to follow:
The Company has formulated a detailed Code of Conduct for the Board of Directors and Senior emplOyees of the Company. The Code of Conduct is also displayed in the Company'S websHe. A oopy of the same is encloSed as Annexure-1. You shalt annually affirm, in writing, the compliance with the code.
6. Tho list of actions that a director should not do While functioning as such in tho Company.
You shalt not
a) Misuse the lnfO(ffiation in your possession for petsonat gains.
b) Engage in any way (both directly and indirectly) with the competitors.
c) In any way Indulge in activities which may be construed as conn:ct of interest.
d) Break any law of the land or indulge or provoke the co-directors or employees
to do the same.
e) Enter into any contract or arrangements whe re in you directly or indirectly
interested.
The above list is only indicative and not exhaustive.
Tamil Nadu, lndia Tel : (0422} 2532325 Fax : {0422} 2532333
7. The remuneration, mentioning periodic fees. reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
The remuneration policy for non-whole time directors. including the Independent Directors, is reviewed by the Board or Committee thereof. Presently all the non-whole time Directors are remunerated by way of Sitting Fees. The expenses incurred by the Directors for attending the Board or Committee Meetings or any other work is reimbursed.
8. Others:
The Appointment Letter is issued based on the Act. Rules and other Regulations prevalent at the time of appointment. Any change in above. shall automatically entail changes in the terms and conditions.
The Board or its Committee is empowered to change the policy, from time to time. Such change in policy shall be informed io you.
The Board or it.< Committee are empowered to review and change the terms an·:l conditions of this letter. Any changes, thereof, will be informed to you.
We hcP.e to sail smoothly and look forward for your valuable contribution to the growth of the Company.
The Board of Directors at its meeting held on 15 .. May 2014 considered your profile for the appointment as an Independent Director. The Board opined that you are a person of Integrity and atso possesses rich experience and expertise in the field of Corporate Management. In pursuance to the Annual general meeting held on 09th July 2014, pursuant to Section 149 (4) of the Companies Act, 2013, Rules made there under and the listing a,greement, are pleased to appoint you as an Independent Director.
The Board took on record your consent to act as director In Form DIR-2, declaration under Section 149 (6) stating that you meet all the criteria of the appointment as an ·independent Director and Disclosure of interest in Form MBP-1.
Other terms and conditions of appointment are as follows:
1. Tho term of appointment:
You are appointed for a period of 5 years with effect from 9 '" J u I y, 2014 to 8'" July 2019.
2. The oxpcctations of tho Board from tho appointed Director
a) Tim e Commitment: - The Company anticipates a commitment oi sufficient time and attention as necessary in order to perform your duties under the appointment.
b) Strategy: -The Company expects that you will constructively challenge and contribute to the development of strategy.
Contd--(2)
Regd. Ol!ice : S l iS I 13, Krishnarayapuram Road, Ganap.?Jthy, Colmbatore- 541 006. Tamil Nadu, India CIN : l273tOT22006PLC01 2830 E-mail: [email protected] web: \WIIV,Igb!orge.co.in
.....
LGB FORGE LIMITED '
Ganapathy, Coimbatore • 641 006 Tamil Nadu. lndia
Tel : (0422) 2532325 Fax : (0422) 2532333
c) Performance: • You shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
d) Risk: -You should satisfy yourself that the financial information is accurate and that financial controls and systems of risk management are robust and defensible.
e) Confidentiality : - You must apply the highest standards of confidentiality and not disclose to any person or Company (whether during the course of the Appointment or at any time after its termination) any confidential information ooncerning tho Company and ony group Companies v.ith which you come Into oontact by virtue of your position as a Non-Executive Independent Director of the Company.
3. Appointment in Board-level committees and its tasks.
During the appointment you may be asked to serve on one or more of the Board Committees and you have been provided with copies of the terms of reference for each of those Committees.
4. The fiduciary duties that come with accompanying liabilities:
such appointment along with
a. You shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 201 3 or the listing agreement or any other Act or Regulations.
b. You shall disploy utmost alacrity in approving financial statement.
c. You shall disclose interest in any of the contract or arrangaments and also disclose the interest on periodical basis as required under law.
d. You shall strive to attend all meeting including Board, Committee and General Meetings. You shall actively participate in the meetings.
e. You shall not compromise or allow to compromise "Independence· Contd--(3)
Tamil Nadu, India Tel : (0422)2532325 Fax : (0422) 2532333
f. You shall not misuse the assets. property, infolll1ation or any other matter that may be in possession, in the capac it;' as a Director of the Company.
g. You shall not engage in Insider Trading activities_
h. You shall ensure compliance of all the laws of the land.
Tl1e above list is only indicative and not exhaustive.
Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, ~s shareholders, statutO!'/ authorities and others. The Companies Act. 2013, envisages huge penalties and imprisonment for such breaches. You are also exposed to Class Action Suit by Shareholders.
5. The Code of Business Ethics that the Company expects its directors and ·employees to follow:
The Company has formulated a detailed Code of Conduct for the Board of Directors and Senior employees of the Company. The Code 0f Conduct is also displayed in the Company's website. A copy of the same is enclosed as Annexure-1 . You shall annually affirm, in writing, the compliance with the code.
6. The l ist of actions that a director should not do while functioning as such i~ the Company.
You shall not
a) Misuse the information in your possession for personal gains.
b) Engage in any way (both directly and i~directly) with the competitors.
c) In any way indulge in activities which may be construed as conflict of interest.
d) Break any law of the land or indulge or provoke the co-directors or employees to do the same.
e) Enter into any contract or arrangements wherein you directly or indirectly interested.
The above list is only indicative and not exhaustive.
Ganapathy. Coimbalore : 641 005 Tamil Natlu, India
Tal :(0422)2532325 Fax : (0422) 2532333
7. The remuneration, mentioning period ic fQes, reimbursement of expenses for participation in the Boards and other meetings and profi t related commission, if any.
The remuneration policy for non-whole t ime directors , including the Independent Directors. is reviewed by the Board or Committee thereof. Presently all the non-whole time Directors are remunerated by way of Sitting Fees. The expenses incurred by the Directors for attending the Board or Committee Meetings or any other work is reimbursed.
8. Others:
The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above. shall automatically entail changes in the terms and conditions. ·
The Board or iis Committee is empowered to change the policy. from time to time. Such change in policy shall be informed to you.
The Board or itsCommittee are empowered to review and change the tenns and conditions of this letter. Any changes. thereof. will be informed to you.
We hope to sail smoothly and look fo!Ward for your valuable contribution to the growth of the Company.
Harsha Lakshimikanth, GA Rain Tree Apartments, 16 Rhenius Street, Langiord Town, Bangalore-550025.
Sir,
Sub: Appointment Letter
LGB FORGE LIMITED Ganapathy, Coimbatore -·641 OOG
Tamil Nadu, India To! : (0422) 2532325 Fax : (0422) 2532333
9"' JULY 2014
The Board of Directors at tts meeting held on 15"' May 2014 considered your profile for the appointment as an Independent Director. The Board opined that you are a person of Integrity and also possesses rich experience and expertise in the field of Corporate Management. In pursuance to the Annual general meeting held on 09th July 2014, pursuant to Section 149 (4) of the Companies Act, 2013. Rules made there under and the listing agreement, are pleased to appoint you as an Independent Director.
The Board took on record your consent to act as director in Form DIR-2, declaration under Section 149 (6) stating that you meet all the criteria of the appoi~tment as an Independent Director and Disclosure of interest in Form MBP-1.
Other torms and condi tions of appointment are as follows:
1. The term of appointment:
You are appointed for a period of 5 years with effect from 101 September 2014 to 31" August 2019
2. The expectations of the Board from the appointed Director
a) T ime Commitment: • The Company anticipates a commitment of sufficient time and attention as necessary in order to perform your duties under the appointment.
b) Strategy: - The Company expects that you will constructively challenge and contribute to the development of strategy .
Contd---(2)
Regd. Offioe : .6/16/ 13, Kri5hnaray.1puram Road, Ganapathy, Coimbatore . 641 006. Tamil Nao'u, India em . L27310TZ2006PlC012830 E-mail: [email protected] web: www.lglliOille.cojn
Tamil Nadu, India Tel : (0422) 253l325 Fax : (0422) 2532333
c) Performance: - You shall scrutinize the performance of management in meeting agreed goats and objectives and monitor the reporting of performance.
d) Risk: - You should satisfy yourself that the financial information is accurate and that financial controls and systems of risk- management are rooust and defensible,_
e) Confidentiality: - You must apply the highest standards of confidentiality and not disclose to any person or Company (whether during the course of the Appointment or at any time after its termination) any confidential information concerning the Company and any group Companies with which you come into contact by virtue of your position as a Non-Executive Independent Director of the Company.
3. Appoin tment in Board-level committees and its tasks.
During the appoinlment you may be asked to serve on one or more of the Board Committees and you have been provided with copies of the terms cf reference for each of those Committees.
4. The fiduciary duties that come with accompanying l iabiliti es:
such appointment along with
a. You shall not breach any oi the terms and conditions pertaining to Independent Directors as mentioned in the Companies Ac~ 2013 or the listing agreement or any other Act or Regulations.
b. You shall display utmost alacrity in approving financial statement.
c. You shall disclose Interest in any of the contract or arrangements and also disclose the interest on periodical basis as reQuired under law.
d. You shall strive to attend all meeting including Board, Committee and General Meetings. You shall actively participate in the meetings.
e. You shall not compromise or allow to compromise "Independence" Contd---(3)
Tamil Nadu, India Tel : (0<22) 2532325 Fax : (0422) 2532333
f. You shall not misuse the assets. property, infoonation or any other matter that may be in possession. in the capacity as a Director of the Company.
g. You shall nol engage in Insider Trading activities.
h. You shall ensure compliance of all the laws of the land.
The above list is only indicative and not exhaustive.
Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders. statutory authorities and others. The Companies Act. 2013, envisages huge penalties and imprisonment for such breaches. You are also exposed to Class Action Suit by Shareholders.
5. The Code of Business Ethics that the Company c~pects its directors and employees to follow:
The Company has formulated a detailed Code o f Conduct for the Board of Directors and Senior employees of the Company. The Code of Conduct is also displayed in the Company's website. A copy of the same is en;;lo.sed as Annoxure-1. You shall annually affirm, In writing, the compliance with the code.
6. The list of actions that a d i rector should not do while functioning as such in the Company.
You shall not
a) Misuse the information In your possession for personal gains.
b) Engage in any way (both directly and indirectly) with tho competitors.
c) In any way indulge in activities which may be construed as conflict of interest.
d) Break any law o f the land or indulge or provoke the co-directors or employees to
do the same.
e) Enter into any contract or arrangements wherein you direcUy or indirectly
interested .
The above list is only indicative and not exhaustive.
7. Tho remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profi t related commission, if any.
The remuneration policy for non-whole time directors. including the Independent Directors. Is reviewed by the Board or Committee tltereof. Presently all Ute non-whole lime Directors are remunerated by way of Sitting Fees. The expenses incurred by the Directors for attending the Board or Committee Meetings or any other work is reimbursed.
B. Others:
The Appointment Letter is issued based on the Act. Rules and other Regulations prevalent at the time of appointment. Any change in above, shall automatically entail changes in the terms and conditions.
The Board or ~s Committee is empowered to Change the policy, from time to time. Such change in policy shall be informed to you.
The Board or it:SC:ommittee are empowered to review and change the terms and conditions or this letter. Any changes, thereof. will be informed to you.
We hope to sail smoothly and took forward for your valuable contribution to the grow1h or the Company.
Thanking you
Yours faithfully
For l G B FORGE LIMITED
V.!~HAN VICECHAIRMAN
Regd, Omce : 6 I 16 I 13, Krishna.rayapuram Road, Ganapathy, Co!mbatore • 641 006. Tamil Na.do, India CIN: l27310TZ2006PLC012830 E-mail: [email protected] web: ww.v.lgbforgo.co.in
TO.
P.V.Ramakrishanan No14/16 C1-Sitra, Kalapatty Road, Kalapatty Post, Coimbatore-641048
Sir.
Sub: Appointment Letter
LGB FORGE LIMITED Ganapathy, Coimbatore- 641 oiJ6
Tamil Nadu, lndia Tel : (0<22) 2532325 Fax : (0422) 2532333
9'' JULY 2014
The Beard oi Directors ai its meeting held on 15" t•iay 2014 considered your profile ior the appointment as an Independent Director. The Board opined that you are a person of integrity and also possesses rich experience and expertise in the field of Corporate
. Management. In pursuance to the Annual general meeting held on 09th July 2014, pursuant to Section 149 (4) of the Companies Act, 2013. Rules made there under and the listing agreement, are pleased to appoint you as an Independent Director.
The Board took on record your consent to act as director in Form DIR-2, declaration under Section 149 (6} stating that you meet all the crite1ia of U1e appointment as an Independent Director and Disclosure of interest in Form MBP-1 .
Other terms and conditions of appointment are as follows:
1. The term of appointment:
You are appointed for a period of 5 years with effect from 1" Seplember 2014 to 31" August 2019
2. The expectations of the Board from the appointed Di rector
a) Time Commitment: - The Company anticipates a commitment of sufficient time and attention as necessary in order to perform your duties under the appointment.
b) Strategy: - The Company expects that you will constructively challenge and contribute to the development of strategy.
Tamil Nat!u, IMia Tel : (0422) 2532325 Fax : (0422) 2532333
c) Performance: • You shsll scrutinize the performance of management in meeting agreed goats and objectives and monitor the repcrting of performance.
d) Risk: - You shculd satisfy yourself that the financial information is accurate and that financial controls and systems of risk management are robust and defensible.
e) Confident iality : - You must apply the highest standards of coniidentiality and not disclose to any person or Company (whether during the COUI'se of the Appointment or at any time after its termination) any confidential rnformation concerning the Company and any group Companies with which you come into contact by virtue of your f)OSition as a Non-Executive Independent Director of the Company.
3. Appointment in Board-level committees and its tasks.
During the appointment you may be asked to serve on one or more of the Board Committees and you have been provided with copies of the terms of reference for each of those Committees.
4. The fiduciary duties that come with accompanyi ng liabilities:
such appointment alo ng with
a. You shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the llstiny agreement or any other Act or Regulations.
b. You shall display utmost alacrity in approving financial statement.
c. You shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law.
d. You shall strive to attend all meeting including Board. Committee and General Meetings. You shall actively participate in the meetings.
e. You shall not compromise or allow to compromise "Independence" Contd- -(3)
Tamil Nadu. India Tel : {0422) 2532325 Fax : (0422) 2532333
f. You shall not misuse the assets, property, information or any other matter that may be in possession, In the capacity as a Director of the Company.
g. You shall not engage In Insider Trading activities.
h. You shall ensure compliance of all the laws of ttte land.
The above list is only indicative and not exhaustiw.
Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penalties and imprisonment for such breaches. You are also exposed to Class Action Suit by Shareholders.
5, The Code of Business Ethics that the Company expects its directors and employees to follow:
The Company has formulated a detailed Code of Conduct for the Board of Directors and Senior employees or the Company. The Code of Conduct is also displayed in the Compan~ website. A copy of the same is encloSed as Annexure-1 . You shan annually affirm, in writing, the compliance with the code.
6. The list of actions that a director should not do while functioning as such in the Company.
You shall not
a) Misuse the information In your possession for personal gains.
b) Engage in any way (both direcUy and indirectly) with the competitors.
c) In any way indulge in activities which may be construed as conflict of interest.
d) Break any law of the land 0< indulge or provoke the co-directors or employees to
do the same.
e) Enter into any contract or arrangements vli1erein you direclly or indi rectly
interested.
The above list is only indicative and not exhaustive.
Tamil ~u. India Tel : (0422) 2>32325 Fax : (0422) 2532333
7. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.
The remuneration policy for non-whole time directors, including tt·.e Independent Directors, is re-Jiewed by the Board or Committee thereof. Presently an the non-whole time Directors are remunerated by way of Sitting Fees. The expenses Incurred by the Directors for attending the Board or Committee Meetings or any other work is reimbursed.
8. Others:
The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above. shall automatically entail changes in the terms and conditions.
The Board or its Committee is empo-.·~ered to change the policy, from time to time. SuCh Change in policy shall be informed to you.
The Board or it~Committee are empowered to review and change the terms and conditions of this letter. Any changes, thereof, will be informed to you.
We hope to sail smoothly and look for.vard for your valuable contribution to the growth of the Company.
Thanking you
Yours faithfully
For L G B FORGE LIMITED
V.t~HAN VICECHAIRMAN
Regd. Office: 6 I 16 I 13, Krishnarayapurom Road, Ganapalhy, Coimbatoro • 641 006. Tamil Nadu, India -========C:I~N:i:: :L]27:3:1:0TZ:22::00=6~PLC01 2830 E-mail: [email protected] web: \WAV.Igbforge.eo.in
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