Your Directors are pleased to present the Company's Forty Third Annual Report and theCompany's Audited Financial Statement for the financial year ended 31st March2020.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS
| || |
Figures in Rs Lakhs
|Particulars ||Current Year ||Previous Year |
| ||2019-20 ||2018-19 |
|Revenue from operations ||37173.85 ||47728.11 |
|Other Income ||2562.31 ||3084.20 |
|Total Income : ||39736.16 ||50812.31 |
|Profit before Finance Cost Depreciation & Amortisation Expenses and Tax Expenses ||4675.10 ||4659.87 |
|Less : Finance Cost ||1610.38 ||1088.72 |
|Depreciation ||1755.40 ||1507.82 |
|Exceptional Items ||- ||- |
|Profit/(Loss) before tax ||1309.32 ||2063.33 |
|Less : Deferred Tax ||(1873.32) ||- |
|Net Profit/ (Loss) after Tax ||3182.64 ||2063.33 |
|Add: Other Comprehensive Income (Net of taxes) ||(27.60) ||25.70 |
|Total Comprehensive Income (Net of taxes) ||3155.04 ||2089.03 |
Review of Operations
The total income of the Company was Rs 39736.16 Lakhs during the year as against Rs50812.31 Lakhs in the previous year. The Company has reported net profit of Rs 3182.64Lakhs during the year under review as against profit of Rs 2063.33 Lakhs in the previousyear.
Setting-Up of Proposed Mineral Based Steel Plant at Konsari
The Company is awaiting necessary permissions / registrations / approvals /environmental clearance from the concerned department of the state as per the existingpolicies / rules and regulations of the Government of Maharashtra required for setting upa new plant. The Company is expected to receive all clearances in coming months. TheCompany has received offer letter from Industries Department regarding financialincentives i.e. Industrial Promotion Subsidy Exemption of Electricity Duty etc. from theGovernment of Maharashtra under Package Scheme of Incentives. Due to the politicaluncertainties due to central & state elections this project in Gadchiroli apolitically sensitive area was tentatively put on hold. Post Pandemic the company willrevive this project.
Iron Ore Mining Activities
The Iron ore mining activities are carried out regularly at the Surjagarh area ofGadchiroli district. Due to security issues mining takes place under police protection atSurjagarh. The Company is at present undertaking only surface mining and the entire minedIron Ore is used for captive consumption. The Company plans to start open Cast Mining asper the mining plan. To get sizeable quantity advanced machinery is being deployed forexcavation.
The iron ore production for the financial year 2019-20 is nil due to politicaluncertainties due to central & state elections. Now company has entered into a MDOMOU with Thriveni Earthmovers Private Limited which is the largest Mining operator inIndia. With this the company hopes that the Mining will restart in the near future.
MOU with Thriveni Earthmovers Private Limited
The Company has entered into an MOU with Thriveni Earthmovers Private Limited toincorporate a new joint venture company in the state of Maharashtra for carry miningoperations in Maharashtra & neighbouring states but starting with the Iron Ore Miningoperations of Lloyds Metals and Energy Limited (LMEL).
The Iron Ore Mine of LMEL is situated at Surjagarh Dist Gadchiroli. The lease is foran area of 348 Ha (860 Acres) and has total deposits (proven & probable) of more than91 Million MT. These reserves are of the grade of 63 Fe approx. The mine has beenoperating sporadically since April 2016.
Thriveni Earthmovers Private Limited is a company with revenues of more than Rs 5000crores. It is India's biggest Mine Developer & Operator (MDO). It has mined more than30 Million MT of iron ore in 2019-20 as the MDO to various lease owners in Odisha. As faras mining operations goes this makes Thriveni Earthmovers Private Limited India's largestPvt sector Miner for Iron Ore second only to NMDC.
Thriveni Sainik (A Thriveni JV) has entered into a MDO for mining of Coal for NTPC fortheir Pakri Barwadih Coal Mining project in Jharkhand. In the last three years ThriveniEarthmovers Private Limited JV has produced nearly 10 Million MT of coal for NTPC.
Apart from this Thriveni Earthmovers Private Limited is operating Barite mines Coalmines in Indonesia & is entered into a JV for manufacturing Pellets of 4 Million atBhramani River Pellets Ltd (Erstwhile owned by Stemcor UK) with a JSW Group Company inOdisha. This company also operates an Iron Ore Slurry Pipeline.
For these operations Thriveni has an owned Mobile Mining Asset Base of more than 1600Machines including Loaders (more than 250 Million BCM PA) Haulers (more than 200Million BCM PA) & associated drilling machines apart from Personnel Movementmachines Weighbridges Central Iron Ore Processing Units etc.
They are experts at mining and & their highly qualified team are operating trainingcenters and ensure full compliance with all laws and regulations pertaining to Mining.All environment rules & regulations are fully complied with. Centralised VehicleManagement centers also ensure better uptime of the equipment at most economic costs.
The target of the JV with Thriveni Earthmovers Private Limited is to ramp up the miningoperations of LMEL Surjagarh Mines to 1 Million MT within 12 months of commencing & 3Million (Rated Capacity) in approx 3 years. The MOU also envisages formation of a thinlycapitalised JV between Lloyds Metals and Energy Limited & Thriveni Earthmovers PrivateLimited. There would be zero capital investments by Lloyds Metals and Energy Limited forthis activity.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is set out in this Annual Report.
SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
The Company is not required to consolidate its financial statements for the year ended31st March 2020 as the Company does not have any subsidiary associates andjoint ventures companies.
With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2020.
TRANSFER TO RESERVES
During the year under review no amount was transferred to general reserves.
During the financial year under review the Nomination and Remuneration Committee hasallotted 2595820 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metalsand Energy Limited Employee Stock Option Plan - 2017. Further to the above allotment thepaid-up share capital of the company has increased from Rs 222582580 as on 31stMarch 2019 to Rs 225178400 as on 31st March 2020.
PREFERENTIAL ISSUE OF OFCD & CONVERTIBLE WARRANTS
The Board of Directors in its meeting held on 02nd March 2020 subject tothe approval of shareholders in the General Meeting approved the issue of 24000000Convertible Warrants to the Promoter/Promoter Group and 21850000 Optionally FullyConvertible Debentures (OFCD) to Clover Media Private Limited on preferential allotmentbasis in compliance with Chapter V of SEBI (ICDR) Regulations 2018.
The Extra Ordinary General Meeting (EGM) of the Company for the issue of the aforesaidConvertible Warrants and OFCD was scheduled on 26th March 2020 at 12:30 p.m.at the Registered Office of the Company. The said EGM was postponed to 20th April 2020 inline with the lockdown announcement made by our Hon'ble Prime Minister for 21 days till14th April 2020 due to outbreak of Novel COVID 19 virus in the country. The saidintimation of postponement of EGM to 20th April 2020 was given to the shareholders of theCompany through the newspapers Business Standard and Chandrapur Mahasagar on 31st March2020.
The Company subsequently vide its Notice of Postponement of EGM duly send to theshareholders of the Company further postponed the EGM from 20th April 2020 to 12th May2020 in line with the lockdown announcement made by our Hon'ble Prime Minister till 03rdMay 2020 due to outbreak of Novel COVID 19 virus in the country.
Further the Board of Directors in its meeting held on 08th May 2020cancelled the aforesaid EGM which was postponed to 12th May 2020 in the lightof extension of country wide lockdown till 17th May 2020 due to outbreak of Novel COVID19 virus in the country.
However the Company has received In-Principle Approval under Regulation 28(1) of SEBI(LODR) Regulations 2015 from BSE vide letter no. DCS/PREF/DS/PRE/574/2019-20 dated March17 2020 and from MSEI vide email dated 25th March 2020 for issue of aforesaidConvertible Warrants & OFCD.
DEMATERIALIZATION OF SHARES
As on 31st March 2020 there were approximately 220803740 Equity Sharesdematerialized through depositories viz. National Securities Depository Limited andCentral Depository Services (India) Limited which represents about 98.06 % of the totalissued subscribed and paid-up capital of the Company.
EMPLOYEE STOCK OPTION SCHEME 2017
The Company with the objective of introducing a long term incentive tool to attractmotivate retain talent and reward loyalty formulated Lloyds Metals And EnergyLimited Employee Stock Option Plan - 2017 (LMEL ESOP 2017') for grant of a maximumof 11129129 stock options to the eligible employees of the Company. During the year2018-19 the
Nomination and Remuneration Committee of the Company has granted 6666640 stockoptions to the eligible employees of the Company. During the financial year under reviewthe Nomination and Remuneration Committee has allotted 2595820 Equity Shares to theLloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee StockOption Plan - 2017.
The Company has received a certificate from the auditors of the Company that theLMEL ESOP 2017' have been implemented in accordance with the SEBI regulations and asper the resolution passed by the members of the Company. The necessary disclosure pursuantto section 62 of the Companies Act 2013 read with Rule 12 of the Companies (Share Capitaland Debentures) Rules 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits)with regard to Employee Stock Option Scheme of the Company is available at Company'swebsite i.e https://lloyds.in/wp-content/uploads/ ESOP Disclosure.pdf
CHANGE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review there is no change in the nature of the business of theCompany.
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.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Rajesh Gupta (DIN 00028379)
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh Gupta Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forreappointment.
Devidas Kambale (DIN 00020656)
The Shareholders in the 42nd Annual General Meeting of the Company hasre-appointed Mr. Devidas Kambale as an Independent Director of the Company for a furtherterm of five years w.e.f. 30th July 2019 to 29th July 2024.
Jagannath Dange (DIN 01569430)
The Shareholders in the 42nd Annual General Meeting of the Company hasre-appointed Mr. Jagannath Dange as an Independent Director of the Company for a furtherterm of five years w.e.f. 30th July 2019 to 29th July 2024.
Dr. Balram Singh (DIN 02843001)
The Shareholders in the 42nd Annual General Meeting of the Company hasre-appointed Dr. Balram Singh as an Independent Director of the Company for a further termof five years w.e.f. 29th December 2019 to 28th December 2024. TheShareholders approval is also received as per amended Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 in the 42nd AnnualGeneral Meeting of the Company for the continuation of his directorship from 01stJanuary 2020 to 28th December 2024 as Dr. Balram Singh has attained the ageof 75 years on 01st January 2020.
Bhagyam Ramani (DIN 00107097)
The Shareholders in the 42nd Annual General Meeting of the Company hasreappointed Mrs. Bhagyam Ramani as an Independent Director of the Company for a furtherterm of five years w.e.f. 29th December 2019 to 28th December2024.
Shantanu Mohapatra (DIN 00176836)
Mr. Shantanu Mohapatra has ceased to be an Independent Director of the Company w.e.f.28th December 2019 due to the completion of his tenure.
The Board places on record its sincere appreciation for his valuable guidance &contribution to the Company.
Mr. Nitesh Tanwar resigned as the Company Secretary and Compliance Officer of theCompany w.e.f. 04th May 2019. The Board places on record its sincereappreciation for his valuable guidance & contribution to the Company.
The Board has appointed Ms. Sneha Yezarkar as the Company Secretary and ComplianceOfficer of the Company w.e.f. 06th May 2019 to fill in the vacancy caused dueto resignation of Mr. Nitesh Tanwar.
STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that the all the IndependentDirectors of the Company re-appointed during the year possesses integrity relevantexpertise and experience required to best serve the interest of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
1. in the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe 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 financial controls are adequate and are operatingeffectively; and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DISCLOSURE RELATED TO BOARD AND COMMITTEES
The Board met 6 times during the financial year 2019-20 on 25th April 201903rd August 2019 12th November 2019 31st January2020 20th February 2020 and 02nd March 2020. The meeting detailsare provided in the Corporate Governance Report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
Committees of the Board
As on March 31 2020 the Board had 4 (Four) Statutory Committees viz: Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee and CorporateSocial Responsibility Committee. A detailed note on the composition of the Board and itsStatutory committees is provided in the Corporate Governance Report that forms part ofthis Annual Report.
Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors. In aseparate meeting of independent directors performance of non-independent directorsperformance of the Board as a whole performance of the Committee(s) of the Board andperformance of the Chairman was evaluated taking into account the views of otherdirectors. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 stating that he/ she meetsthe criteria of independence laid down in section 149(6) of the Companies Act 2013 andRegulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.
Familiarization Programme for Independent Directors
The Company has formulated a Programme for Familiarization of Independent Directorswith regard to their roles rights responsibilities in the Company nature of theindustry in which the detail of such Familiarization programme can be accessed on thecompany's website at https://lloyds.in/wp-content/ uploads/Familarisation Programme For ID20l9-20.pdf
Meeting of Independent Directors
During the year under review the Independent Directors met on 31st January2020 inter alia to:
a) Review the performance of Non Independent Directors and the Board of Directors as awhole;
b) Review the performance of the Chairman of the Company taking into account the viewsof the Executive and NonExecutive Directors.
c) Assess the quality content and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform its duties.
All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and put into force.
VARIOUS COMPANY'S POLICIES
In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company's website(www.lloyds.in) under the heading "Policies". The policies are reviewedperiodically by the Board and updated based on need and requirements.
Whistle Blower & Vigil Mechanism Policy
In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has revised Whistle Blower Policy to include in its scope any instancesrelated to Insider Trading and has also provided access to the employees of the Company toreport the instances of leak of Unpublished Price Sensitive Information or suspected leakof Unpublished Price Sensitive Information. The Company has established Vigil Mechanismfor the 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.
Ms. Sneha Yezarkar Company Secretary and Compliance Officer of the Company has beendesignated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.
The Whistle Blower & Vigil Mechanism policy can be accessed on the company'swebsite at https://lloyds.in/wp-content/ uploads/Whistle_Blower_Policy VigilMechanism-1.pdf
Policy for Related Party Transactions
In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the Policy on Related Party Transactions. Thepolicy regulates all transactions taking place between the Company and its related partiesin accordance with the applicable provisions
The policy on Related Party Transaction can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/Policy_on_Materiality_of_Related_Party_Transaction.pdf
Code of conduct for Director(s) and Senior Management Personnel
The Company has adopted a Code of Conduct for the Senior Management PersonnelDirectors (executive / non-executive) including a code of conduct for IndependentDirectors which suitably incorporates the duties of Independent Directors as laid down inthe Act.
The above code can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/20l7/04/Code-of- conduct.pdf
Risk Management Policy
The Risk Management policy is formulated and implemented by the Company in compliancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The policy helps to identify the various elements of risks faced by the Company whichin the opinion of the Board threatens the existence of the Company.
The Risk Management Policy can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/ Risk_Management_Policy.pdf
Nomination and Remuneration Policy
In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 and Companies (Amendment) Act 2017 the Company has revised Nomination& Remuneration Policy. The key changes include inter alia addition of the definitionof senior management along with recommendations about their remuneration.
The Nomination & Remuneration policy provides guidelines to the Nomination &Remuneration Committee relating to the Appointment Removal & Remuneration ofDirectors Key Managerial Personnel and Senior Management. This policy formulates thecriteria for determining qualifications competencies positive attributes andindependence for the appointment of a director (executive / non-executive) and also thecriteria for determining the remuneration of the directors key managerial personnelsenior management and other employees. It also provides the manner for effectiveevaluation of performance of Board its committees and individual directors.
The Nomination and Remuneration Policy can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/ Remuneration Policy.pdf
Policy for Determination of Materiality of an Event or Information
In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised this policy for determination of materialitybased events.
The Policy for Determination of materiality of an event or information policy can beaccessed on the company's websitehttps://lloyds.in/wp-content/uploads/Policy_for_materiality_ of_event-l.pdf
Policy on Preservation of Documents
In pursuant to Regulation 9 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted the policy on preservation of thedocuments.
The policy on preservation of documents can be accessed on the company's website athttps://lloyds.in/wp-content/ uploads/2017/04/Policy-for-preservation-of-Documents.pdf
Insider Trading -Code of Conduct
In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 andSEBI (Prohibition of Insider Trading) (Amendment) Regulations 2019 the Company hasadopted revised Insider Trading Code. The Code provides framework for dealing with thesecurities of Company in mandated manner.
The above Insider Trading-code of conduct can be accessed on the company's website athttps://lloyds.in/wp-content/ uploads/Ql.pdf
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price SensitiveInformation ("UPSI")
The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 ("PITAmendment Regulations") mandates every listed company to formulate a written policyand procedures for inquiry in case of leak of unpublished price sensitive information andinitiate appropriate action on becoming aware of leak of unpublished price sensitiveinformation and inform the Board promptly of such leaks inquiries and results of suchinquiries. In pursuant to this regulation the Company has adopted the Policy forProcedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information("UPSI").
Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitiveinformation ("upsi") can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/ Policy for Procedure of Inquiry in case of Leak ofUnpublished Price Sensitive Information.pdf
Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 to include therein the policy for determination of "Legitimatepurposes for sharing UPSI"
The code of Practices and Procedures for Fair Disclosure of the Unpublished PriceSensitive Information can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/03.pdf
Corporate Social Responsibility Policy
The Corporate Social Responsibility Policy (hereinafter "CSR Policy) of theCompany has been prepared pursuant to Section 135 of the Companies Act 2013 and the CSRRules. The CSR policy serves as the referral document for all CSR-related activities ofthe Company. CSR Policy relates to the activities to be undertaken by the Company asspecified in schedule VII and other amendments/circulars thereon to the Companies Act2013
The CSR Policy can be accessed on the company's website athttps://lloyds.in/wp-content/uploads/Corporate Social Responsibility Policy.pdf
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee incompliance with the provisions of section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014.
The CSR Committee consists of Mr. Mukesh Gupta as Chairman and Dr. Balram Singh and Mr.Rajesh Gupta as members. The disclosures with respect to CSR activities are given in"Annexure II".
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. As per Regulation 34(3) Read with Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on corporate governance together with a certificate from the Company's StatutoryAuditors forms part of this Report.
Pursuant to Section 139 of the Companies Act 2013 rules made there under the Boardof Directors on the recommendation of the Audit Committee appointed M/s VSS &Associates Chartered Accountants (Firm Registration No. I05787W) as the StatutoryAuditors of the Company for the period of five financial years from the conclusion of 40thAnnual General Meeting till the conclusion of the 45th Annual General Meetingof the Company to be held in the year 2022. Further the shareholders approval has beenaccorded in the AGM held on 19th September 2017.
Further provision of ratification of appointment of statutory auditor every year hasbeen omitted by the Companies (Amendment) Act 2017. Therefore ratification of auditor isnot required although your Company is proposing ratification of auditor in ensuing AnnualGeneral Meeting for the financial year 2020-21.
Statutory Audit Report
During the financial 2019-20 there is no fraud occurred noticed and/or reported by theStatutory Auditors under Section 143(12) of the Companies Act 2013 read with theCompanies(Audit and Auditors) Rules 2014 (as amended from time to time).
The observations made by the Statutory Auditor in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statements ofCompany for the Financial Year ended 31st March 2020 are self-explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc do not callfor any further information(s)/ explanation(s) or comments from the Board under SectionI34(3)(f)(i) of the Companies Act 2013.
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s B. R. Gupta& Co. Practicing Company Secretary (Membership No. 43021 CP No. 20863) as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2020-21.
Secretarial Audit Report
As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. Saurabh Arora & Co. PracticingCompany Secretary (Membership No. ACS 43368 CP No. 19371) in Form MR-3 for the FY2019-20 is annexed hereto marked as "Annexure VI" and forms part of this Report.The said Secretarial Audit Report being devoid of any reservation(s) adverse remark(s)and qualification(s) etc. does not call for any further explanation(s)/ information orcomment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act 2013.
As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost records of theCompany.
The Board of Directors on the recommendation of Audit Committee has re-appointed M/s.Manisha & Associates Cost Accountants as Cost Auditor to audit the cost accounts ofthe Company for the financial year 2020-21 at a remuneration of '30000/- per annum andreimbursement of out of pocket expenses if any. As required under the Companies Act 2013a Resolution seeking members approval for the remuneration payable to the Cost Auditorsforms part of the Notice convening the Annual General Meeting.
Cost Audit Report
The Cost audit report for the financial year 2018-19 was filed with the Ministry ofCorporate Affairs.
MAINTENANCE OF COST RECORDS
The Company has maintained required cost accounts and records as prescribed undersub-section (1) of section 148 of the Companies Act 2013.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED
During the year under review the company has not made any investment or given any loanto any person or other body corporate or given any guarantee or provided any security inconnection with a loan to any other body corporate or person.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements or transactions with related party referred toin section 188 of the Companies Act 2013 in the prescribed form AOC-2 are enclosed withthis report as "Annexure III".
There were no materially significant related party transactions entered by the Companywhich may have a potential conflict with the interest of Company. All related partytransaction(s) are first placed before Audit Committee for approval and thereafter suchtransactions are also placed before the Board for seeking their approval. The details ofRelated Party Transactions as required pursuant to respective Indian AccountingStandards have been stated in Note No. 33 to the Audited Financial Statement of theCompany forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are annexed hereto marked as"Annexure IV" and forms part of this report.
DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company confirms compliance with the applicable requirements of secretarialstandards 1 and 2.
During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified asDeposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.
PREVENTION OF SEXUAL HARASSMENT
Disclosures in relation to the sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 have been provided in the Report on CorporateGovernance.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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 sectionI34(3)(m) of the Companies Act 2013 read with Rule 8 of Companies (Account) Rules 2014is annexed hereto marked as "Annexure- I" and forms part of this report.
EXTRACT OF THE ANNUAL RETURN
The Extract of the Annual Return for the Financial Year 201920 is enclosed with thisreport pursuant to section 92 (3) of the Companies Act 2013 as "Annexure V" andforms part of this report.
The listing fees payable for the financial year 2020-2021 have been paid to BombayStock Exchange and Metropolitan Stock Exchange of India Limited within due date.
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 and on behalf of the Board of Directors Lloyds Metals and Energy Limited
| ||Sd/- |
| ||Mukesh Gupta |
|Date: 18th May 2020 ||Chairman |
|Place: Mumbai ||DIN:00028347 |