You are here » Home » Companies » Company Overview » Lloyds Metals & Energy Ltd

Lloyds Metals & Energy Ltd.

BSE: 512455 Sector: Metals & Mining
NSE: LLOYDMETAL ISIN Code: INE281B01032
BSE LIVE 15:43 | 23 Nov 19.00 -0.30
(-1.55%)
OPEN

18.60

HIGH

19.30

LOW

18.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.60
PREVIOUS CLOSE 19.30
VOLUME 35501
52-Week high 23.00
52-Week low 9.05
P/E 38.00
Mkt Cap.(Rs cr) 423
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.60
CLOSE 19.30
VOLUME 35501
52-Week high 23.00
52-Week low 9.05
P/E 38.00
Mkt Cap.(Rs cr) 423
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lloyds Metals & Energy Ltd. (LLOYDMETAL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Company’s Fortieth Annual Report and theCompany’s Audited Financial

Statement for the financial year ended 31 st March 2017.

1. FINANCIAL PERFORMANCE

The Company’s financialperformance for the year ended 31st March 2017is summarized below:

(Rs in Lakhs)

Current Year Previous Year
Particulars
2016-17 2015-16
Income from Operations 40557.89 37686.98
Other Income 1392.11 1411.21
Total Income : 41950.00 39098.19
Profit before Interest 2840.99 2729.77
Depreciation & Tax
Less : Finance Cost 1016.39 969.98
Depreciation 1222.57 1064.74
Exceptional Items 00.00 622.93
Profit/(Loss) before tax 602.03 72.12
Less : Tax Provision - -
Net Profit/ (Loss) after Tax 602.03 72.12

2. OPERATIONS AND OVERALL PERFORMANCE

Sponge iron Industries Scenario

The sponge iron industry growth has been on rise since 2003-04 positioning India asglobal leader in Sponge iron production. This rise is mainly because of growing demand forsteel and scarcity of coking coal for steel production in India and For the 12thFYP it is expected that sponge iron sector will grow at a CAGR of 10 per cent and a likelyincrease of 2 per cent may be seen therein after at a CAGR of 12 per cent till 2020. Thedemand of coal will also rise in the same proportions for the sponge iron industry duringthe period listed above.

The demand of coal and projected growth of sponge iron industry can be assessed underfollowing three scenarios namely:-

Business as usual (BAU):- In this scenario it is considered that the demand driversof sponge iron industry will grow at the same rate i.e. the infrastructure growth will beregistering a CAGR of 7 per cent till 2020. Thus to meet the rising demand of theinfrastructure sector the sponge iron industry will grow at a CAGR of 10 per cent in lieuof growing steel demand. Also the demand of coal thus in turn by the sponge iron industrywill grow at a CAGR of 10 per cent.

Rapid infra growth scenario (RIG):-In this scenario it is assumed that the infragrowth for India will be at a CAGR of 8 per cent till 2020. Thus sponge iron industrygrowth and the coal demand by sponge iron industry will follow the same CAGR rate of 12per cent till 2020.

Slow infra growth scenario (SIG):- In this scenario it is assumed that the infragrowth for India will be at a CAGR of 6 per cent till 2020. Thus sponge iron industrygrowth and the coal demand by sponge iron industry will follow the CAGR rate of 8% till2020.

Under the above mentioned scenario the demand of coal by sponge iron industry andgrowth of sponge iron industry will grow at a same CAGR as coal consumed in production ofsponge iron of designate quantity is one-fourth of the sponge iron produced. The projectednumbers are showcased in Exhibit 01 wherein the growth of sponge iron industry and growthin coal consumption is scaled for different listed scenarios.

The sponge iron industry relies on domestic source as far as meeting coal demand isconcerned. Almost 98 per cent of the coal required by the sponge iron industry is sourceslocally. Earlier in 2006-07 the share of imports in coal supplies to sponge iron industrywas around 1% but in 2016-17 imports has grown to 2% quantum of the total supplies tosponge iron industry. The chief source of coal supply to sponge iron industry has been CILwith nearly meeting 85% of the demand. Most of the sponge iron Companies have also beenallocated coal blocks but lately the non-production has become an issue for the sectorleading the sponge iron producer’s source coal from coal traders.

Likely coal supply side challenges: The sponge iron sector in India faces majorchallenge of high calorific value domestic coal availability and more allocations to powerand cement sector. The issues likely to impact coal supply for the sponge iron sector infuture given the current scenario can be listed as under:-

Lack of high calorific value of coal: The sponge iron manufacturers are facing thisas the biggest challenge as most of the coals reaching sponge iron plants from domesticsources are usually of low calorific value. This is so because in India high calorificvalue coal are available to limited mine source of ECL and MCL and growing demand ofdomestic non-coking coal from mainly power sector in lieu of UMMP’s development inthe states of Jharkhand and Odisha. Although as of now it is being managed but goingforward it will pose a major challenge for sustained production by sponge iron industry.

CIL eyeing to close down MoU route for coal supplies:

The move is going to lay its huge impact on sponge iron industry if implemented as forpower industry. This will sponge iron manufacturers struggling to cope with fuel linkagetie-ups with CIL at a higher cost.

Stranded reserves of domestic coal due to improper utilization: The inability tomine coal from allocated coal blocks and even starting production. Initially the SIindustry performed good by making allocated blocks achieve targeted production but in last8-10 years the most of the allocated blocks are non-producing.

The domestic sourcing options and models which can be looked upon are under:-

Joint-Venture with other sponge iron/steel Companies and inking FSA’s with CIL:-This will enable even a small sponge iron manufacturing capacity unit to ensure coalsupplies as the fuel linkage will be established.

Bidding for coal blocks in partnership of mining Expertise Company: – Thelikelihood of winning a bid for coal block will increase and it will also ensure betterexploration and mining process to enable with timely supply and avoid cost overrun.

Participation in the domestic coal market as trader: – This will also helpCompanies building constant fuel supply and also will be bonus in terms of revenue if thesourced coal is traded.

The imports sourcing options and models are listed as under:- Coal mine acquisitionabroad in association with major steel Companies:- This will provide a sponge iron

Company security in terms of fuel supplies of high calorific value and also it mayexplore the local market to sale coal in order to counter the high cost of imports.

JV with power Companies who already have acquired mines having high calorific valuenon-coking coal reserves: – This may be a very interesting model and sponge ironCompanies may arrive to an understanding of a certain proportion of coal utilisation atthe same cost which ideally power Companies would have been importing coal in India.

Power Industries Scenario

India has the fifth largest power generation capacity in the world. The country ranksthird globally in terms of electricity production. Electricity production in India reached584.22 Billion Units (BU) during April-September 2016. As per the 12th Five Year PlanIndia is targeting a total of 88.5 GW of power capacity addition by 2017 of which 72.3GW constitutes thermal power 10.8 GW hydro and 5.3 GW nuclear.

Renewable energy is fast emerging as a major source of power in India. Wind energy isthe largest source of renewable energy in India. It accounts for an estimated 60 per centof total installed capacity (21.1GW). There are plans to double wind power generationcapacity to 20GW by 2022. India has also raised the solar power generation capacityaddition target by five times to 100GW by 2022.

The Government of India has been supportive to growth in the power sector. It hasde-licensed the electrical machinery industry and also allowed 100 per cent Foreign DirectInvestment (FDI) in the sector.

With many bilateral nuclear agreements in place India is expected to become a majorhub for manufacturing nuclear reactors and associated components. Foreign participation inthe development and financing of generation and transmission assets engineering servicesequipment supply and technology collaboration in nuclear and clean coal technologies isalso expected to increase.

The Total Income of the Company was Rs 419.50 crores during the year as against Rs390.98 crores in the previous year showed increased of 7.29%. The Company has reportedNet profit of Rs 6.02 crores during the year under review as against profit ofRs 0.72crores in the previous year.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 183007 MTagainst 173745 MT in the previous year showing increase of 5.33%. The total income ofthe division was

Rs 342.12 Crores (including trading) as against

Rs 319.11 Crores during the previous year showing increased of 7.21% as a resultincrease in trading of Steel and realization of high price of sponge iron.

POWER DIVISION

The production of the division was 23.54 MWH during the year under review as comparedto 22.67 MWH for the previous year. The total income of the division was Rs 63.46 Croresduring the year under review as against Rs 57.76 Crores during the previous year showingan increase of 9.87%.

MINING ACTIVITIES

In respect of Iron ore mining activities the Company has received all statutorypermissions and necessary sanctions from the concerned authorities to commence miningoperations. Further the mining activities at Surjagarh Iron Ore mines at Gadchirolileased to us which were suspended due to Force Majeure has been resumed. The Company hastaken adequate steps to commence mining operations as per mining plan. Surajgarh iron oremine fulfils the Company’s requirement of iron ore for producing sponge iron themining of calibrated iron ore at captive mine at Surajagarh in Maharashtra has 1.01 LakhMT as against previous year’s mining of Nil MT.

CARBON CREDITS

The Company has received 124369 CERs(Certified Emission Reductions) from UNFCCC (UnitedNations Framework Convention on Climate Change).

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. TheCompany’s plants comply with all norms set up for clean & better environment byCompetent Authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

The management of Lloyds Metals and Energy Limited presents its analysis reportcovering performance and outlook of the Company. The core business of the Company ismanufacturing of sponge Iron and generation / distribution of Power. The managementaccepts responsibility for integrity and objectivity of the financial statements.

a) Industry structure and development: Industry structure and development: Spongeiron is an intermediate product; a source of metalics for the secondary steel makingthrough EAF or EOF/IF route. Other sources of metalics are either steel scrap and hotmetal produced in the blast furnace. Steel scrap becomes a direct substitute of spongeiron; since both of them are tradable commodities unlike hot metal.

Further sponge iron industry is also classified into two categories (i) gas based and(ii) coal based using coal as reductant. Lloyds Metals and Energy Limited is a coal basedsponge iron producer.

b) Opportunities and threats: Opportunities abound in growing economies and openingof economy in India has created opportunities for India enterprise to move beyond nationalboundaries as well to create productive assets. Presently the Company is consolidatingits gains out of creating additional production capabilities.

Competition in Steel industry is escalating and technological changes will spur or dragthe forward march of individual units in steel industry. Supply side could also be anissue in next few years because of increase in production capacity by steel industry inIndia and expression of interest by foreign companies to set up new steel making units.However coming years are also going to witness substantial additions particularly in theAsian regions. The Company’s thrust on improving productivity and reducing cost ofproduction will in such a scenario help in forging ahead in globally competitiveenvironment.

c) Segment-wise performance: The Company is operating two segments Iron and Steeland Power Generation. Segment Wise results are given at Note

No. 15 of significant accounting policies & notes to financial statements. TheCompany has no activity outside India. d) Outlook: The basic aim of the Company isto be able to produce Sponge Iron and Steel Products as per market requirements and beable to manage market trends to its advantage. "Opportunities abound in growingeconomies and opening of economy in India has created opportunities for Indian enterpriseto move beyond national boundaries as well to create productive assets".

The Company is currently engaged in steel and steel related products activity and islooking for new avenues of business in various areas like infrastructure and trading.Since Infrastructure has linkages to other industries like cement brick and steel throughbackward and forward linkages. The outlook for the industry looks reasonable since Indiahas good iron ore deposits skilled manpower and growing demand for steel. The improveddemand is expected to continue in the current fiscal as well on the back of ongoinggovernment funded infrastructure projects. In spite of a downturn in the Global Steeldemand Indian steel demand could survive showing a upward trend setting a road ahead forthe growth of the domestic steel industry in the long run. The upward trend is expected tobe continued on account of fiscal measures taken by the Government such as infusion offunds for development of infrastructure sector introduction of stimulus packages forrevival of industry besides factors like increase in consumption and production of steelupcoming infrastructure and Greenfield projects stabilization of prices etc. The NationalSteel Policy has a target for taking Indian Steel production upto 110 MT by 2019-20.

e) Risk and concerns: Global economic uncertainties have affected India’seconomy Key risks synonymous to industry include the global recessionary trend economicslowdown increase in financial charges non-availability (or undue increase in cost) ofraw materials such as iron ore coal and labour etc. coupled with market fluctuations.The

Company does not apprehend any inherent risk in the long run with the exception ofcertain primary concerns that have afflicted the progress of our industry in generallike:

• Shortage of Labour

• Rising manpower and material costs

• Approvals and procedural difficulties.

• Lack of adequate sources of finance.

Apart from this Industry is highly labour intensive and is subject to stringent labourlaws. Your

Company has identified the major thrust areas to concentrate on which it believes tobe critical to achievement of organizational goals. Company annually re-views the‘List of Risk Area’ to identify potential business threats and suitablecorrective actions are initiated. Confirmations of compliance with appropriate statutoryrequirements are obtained from the respective units/divisions. Corporate Governance Policyclearly laying down roles duties and responsibilities of various entities in relation torisk management is in place.

f) Mitigation of Risks: The Company in order to mitigate the risks threatsand concerns is taking necessary short term and long term steps like exploring OpenAccess Market for sale of power expanding customer base forward integration and energymanagement etc. The Company has already taken effective steps for raw material security inthe long term.

g) Internal control system and Audit: The Company believes in systematic workingand placing of proper checks. Proper systems are in place and regular reviews are held athigher levels to check efficacy and relevance of these systems. These reviews alsoprescribe changes wherever required. The internal auditors of the company conducts auditof various department and areas. Their reports are placed before the Audit Committeewhich reviews these reports and comments/suggestions of the Internal Auditors. The AuditCommittee also oversees financial systems/procedures and internal controls and iscompetent to call for any information/ document from any department.

h) Discussion on financial performance with respect to operating performance: Theoperating performance of the Company has been discussed in Directors Report under the head‘

Financial Performance’ & ‘Operations and Overall Performance’in the current year.

i) Human resources and industrial relations: Human Resources Department("HRD") works continuously for maintaining healthy working relationship with theworkers and other staff members. The underlying principle is that workers and staff at alllevels are equally instrumental in attaining the Company’s goals. Training programmesare regularly conducted to update their skills and apprise them of latest techniques.Senior management is easily accessible for counseling and redressal of grievances. The HRdepartment continuously strives to maintain and promote harmony and co-ordination amongworkers staff and members of the senior management. The total number of employees as on31st March 2017 was 330.

j) Cautionary Statement: The Management Discussions and Analysis describeCompany’s projections expectations or predictions and are forward lookingstatements’ within the meaning of applicable laws and regulations. Actual resultscould differ materially from those expressed or implied. Important factors that could makea difference to the Company’s operations include economic conditions affecting demandand supply and price conditions in domestic and international market changes inGovernment regulations tax regimes economic developments and other related andincidental factors.

4. DIVIDEND

With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2017.

5. TRANSFER TO RESERVES

During the year under review no amount was transferred to general reserves.

6. DEPOSIT

Your Company has not accepted deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The questionof non compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.

7. SUBSIDIARY & CONSOLIDATED FINANCIAL

STATEMENTS

The Company is not having any subsidiary company.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review there are no changes in the nature of the business of thecompany.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures from the same; 2. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2017 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; 4.the Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financialcontrols are adequate and are operatingeffectively; and 6. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Directors: In accordance with the provisions of Section 152 of the CompaniesAct 2013 and the Company’s Articles of Association Mr. Mukesh R. Gupta Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.

The following are the Key Managerial Personnel of the Company:

Mr. Babaulal Agarwal - Managing Director

Mr. Riyaz Shaikh Chief Financial Officer

Mr. Nitesh Tanwar – Company Secretary

During the year 2016-17 there were no changes in Key Managerial Personnel of theCompany.

(b) Declaration by Independent Directors: All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16 (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

(c) Re-appointment of Managing Director: The Board at its meeting held on 19thJanuary 2017 has reappointed Mr. Babulal Agarwal as Managing Director of the Company forthe period of 5 years from 1st January 2018 to 31st December 2022.Necessary resolutions together with the explanatory statement have been included in theNotice of Fortieth Annual General Meeting as the above reappointment is subject to theapproval of the shareholders.

(d) Board Evaluation: The Board has carried out an annual performance evaluation ofits own performance and that of its Committees and individual directors. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

11. BOARD MEETINGS

4 meetings of the Board of Directors were held during the year on 14thApril 2016 30th July 2016 24th October 2016 and 19thJanuary 2017. In respect of such meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes book maintained for the purpose. Nocircular resolutions were passed by the Company during the financial year under review.

12. INDEPENDENT DIRECTORS’ MEETING

During the year under review the Independent Directors met on 19th January2017 inter alia to: a) Review the performance of Non Independent Directors and theBoard of Directors as a whole; b) Review the performance of the Chairman of the Companytaking into account the views of the Executive and Non-Executive Directors. c) Assess thequality content and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform itsduties. All the Independent Directors were present at this meeting. The observations madeby the Independent Directors have been adopted and put into force.

13. BOARD COMMITTEES AND MEETINGS

During the year four (4) Audit Committee meetings were held details of which are givenin the Corporate Governance Report. The gap between the meetings was within the periodprescribed under the Companies Act 2013 / SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All recommendations made by the Audit Committee wereaccepted by the Board during FY 2016-17. All other Committees also have met during theyear and have helped the Board to provide direction to the management.

14. VARIOUS POLICIES

(A) Risk Management Policy

The Risk Management policy is formulated and implemented by the Company. The policyhelps to identify the various elements of risks faced by the Company which in the opinionof the Board threatens the existence of the Company. The Risk Management Policy asapproved by the Board is uploaded on the Company’s website at the web link:http://www.lloyds.in/ policies.html.

(B) Remuneration Policy

The Remuneration policy provides guidelines to the Nomination & RemunerationCommittee relating to the Appointment Removal & Remuneration of Directors and KMP. Italso provides criteria for determining qualifications positive attributes andindependence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on theCompany’s website at the web link: http://www.lloyds.in/policies.html.

(C) Whistle Blower Policy & Vigil Mechanism

The Company has formulated Whistle Blower Policy & established Vigil Mechanism forthe directors and employees of the Company to report serious and genuine unethicalbehavior actual or suspected fraud and violation of the Company’s code of conduct orethics policy. It also provides adequate safeguards against victimization of persons whouse such mechanism and makes provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. None of the employees of the Company hasbeen denied access to the Audit Committee. Mr. Nitesh Tanwar

Company Secretary and Compliance officer of the

Company has been designated as Vigilance and Ethics

Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board isuploaded on the Company’s website at the web link:http://www.lloyds.in/policies.html.

15. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy technology absorption foreign exchangeearnings and out go which is required to be given pursuant to the provisions of section134(3)(m)of the Companies Act 2013 read with Rule 8 of Companies (Account) Rules 2014is annexed hereto marked as ‘Annexure-A’ and forms part of this report.

16. AUDITORS AND AUDITORS’ REPORT

(A) Statutory Auditor: The term of M/s Todarwal & Todarwal CharteredAccountants (Firm Registration No.111009W) statutory auditors of the Company willbe expires in the conclusion of this 40th Annual General Meeting thereforethe Company has appointed M/s VSS

& Associates Chartered Accountant (Firm Registration

No. 105787W) Statutory Auditors of the Company for a term of 05 years from theconclusion of this AGM till the conclusion of 45th Annual General Meeting heldin the year

2022 subject to the ratification at each annual general meeting held after forthcomingannual general meeting.

They have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forappointment.

The Notes on financial statement referred to in the

Auditors’ Report are self-explanatory and do not call for any further comments.The Auditors’ Report does not contain any qualification reservation or adverseremark.

(B) Cost Auditor

In terms of provisions of Section 148 of the Companies

Act 2013 and in accordance with notification issued by the Ministry Of CorporateAffairs F.No.52 /26/ CAB – 2010 dated 2nd May 2011 M/s Manisha & AssociatesNagpur Cost Accountants was appointed as Cost

Auditor of the Company for the financial year 2016-17 and they have offered themselvesfor re-appointment for the financial year 2017-18. The Company has filed Cost Audit Reportfor the financial year ended 31st March

2016 with the Central Government within the time limit prescribed under the CompaniesAct 2013.

(C) Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 The Board has appointed Mr. K. CNevatia Practicing Company Secretary

(Membership No. FCS 3963 and Certificate

No. 2348) as the Secretarial Auditor of your Company to conduct Secretarial Audit forthe financial year 2016-17.

The secretarial audit report for FY 2016-17 is attached as ‘Annexure-B’.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Based on the consent received from Mr. K. C Nevatia Practicing Company Secretary andon the recommendations of the Audit Committee the Board has appointed Mr. K. C NevatiaPracticing Company Secretary as secretarial auditor of the Company for the financial year2017-18.

17. EXTRACT OF THE ANNUAL RETURN from the Auditors of the

The Extract of the Annual Return for the Financial Year 2016- 17 is enclosed with thisreport pursuant to section 92(3) of the Companies Act 2013 as ‘Annexure-C’and forms part of this report.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

19. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

20. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

The Company did not enter into any transactions / contracts or arrangement with any ofthe related party during the financial year ended 31st March 2017 pursuant tosection 188(2) of the Companies Act 2013.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particular of employees are given in ‘Annexure-D’ to this reportas required under Section 197 (12) of The Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

22. PARTICULARS OF LOANS GIVEN INVESTMENTS

MADE GUARANTEE GIVEN AND SECURITIES

PROVIDED

Particulars of Investments made pursuant to Section 186 of the Companies Act 2013 areprovided in Note 10 to the Financial Statement. The Company has not given any loan orguarantee or provided security during the year under review.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your director’s further state that during the year under review there were nocases filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

24. CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are complied with. The report on Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report.

The requisite certificate confirming compliance with the conditions of corporategovernance is annexed hereto marked as ‘Annexure-E’ and forms part ofthis report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Provision of Section 135(2) read with Schedule VII of the Companies Act 2013pertaining to Corporate Social Responsibility are not applicable to our Company thoughthe Board of your Company has constituted a CSR Committee. The Committee comprises of Mr.Mukesh R. Gupta as the Chairman and Dr. B.R. Singh and Mr. Rajesh R. Gupta as the members.Your Company has developed a CSR Policy.

The CSR Policy has been uploaded on the Company’s website at the web link:http://www.lloyds.in/policies.html.

26. INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is lookingafter the physical as well as Demat work and also shareholders correspondence in terms ofSEBI direction for having a common Registrar and Share Transfer Agent endeavored theirbest to service the Investors satisfactorily.

27. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save or ESOS. the 3. No significant

Regulators or Courts or Tribunals which impact the going concern status andCompany’s operations in future.

28. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for theassistance and generous support extended by all Government authorities FinancialInstitutions Banks Customers and Vendors during the year under review. Your Directorswish to express their immense appreciation for the devotion commitment and contributionshown by the employees of the Company while discharging their duties.

For Lloyds Metals and Energy Limited For and on behalf of the Board
Date : 12th April 2017 Mukesh R. Gupta
Place: Mumbai Chairman