Your Directors are pleased to present the Company's Forty-First (41st) AnnualReport and the Company's Audited
Financial Statement for the financial st March 2018.
1. FINANCIAL PERFORMANCE
The Company's financial performance for the year ended 31st March 2018 is summarizedbelow:
| || ||(Rs. in Lakhs) |
| ||Current Year ||Previous Year |
|Particulars || || |
| ||2017-18 ||2016-17 |
|Income from ||42327.11 ||40099.27 |
|Operations || || |
|Other Income ||2468.34 ||1392.12 |
|Total Income : ||44795.45 ||41491.39 |
|Profit before Interest || || |
|Depreciation & Tax ||4112.80 ||2879.05 |
|Less : Finance Cost ||1041.38 ||1016.39 |
|Depreciation ||1368.01 ||1297.34 |
|Exceptional ||00.00 ||00.00 |
|Items || || |
|Profit/(Loss) before tax ||1703.41 ||557.20 |
|Less : Tax Provision ||- ||- |
|Net Profit/ (Loss) after Tax ||1703.41 ||557.20 |
2. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS
Your Company had adopted IND AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the
Companies (Indian Accounting Standards) Rules 2015 as amended by the Companies (IndianAccounting Standards) (Amendment) Rules 2016 and the relevant provisions of the CompaniesAct 2013 ('the Act'') and guidelines issued by the Securities and Exchange Board ofIndia ("SEBI"). Your Company has published Ind AS Financials for the year endedMarch 31 2018 along with comparable as on March 31 2017.
3. OPERATIONS AND OVERALL PERFORMANCE
Sponge iron Industries Scenario
India was the world's third-largest steel producer in 2017. The growth in the Indiansteel sector has been driven by domestic availability of raw materials such as iron oreand cost-effective labour. Consequently the steel sector has been a major contributor toIndia's manufacturing output. The Indian steel industry is very modern withstate-of-the-art steel mills. It has always strived for continuous modernization andup-gradation of older plants and higher energy efficiency levels. Indian steel industriesare in the world. Sources of power classified into three categories such as majorproducers main producers and secondary producers.
India's crude steel output grew 5.87 per cent year-on-year to 101.227 million tonnes(MT) in CY 2017. Crude steel production reached 93.183 MT during April-February
2017-18. India's finished steel exports rose 102.1 per cent to 8.24 MT while importsfell by 36.6 per cent to 7.42 MT in 2016-17. Exports and Imports of iron and steel stoodat 14.6 MT and 13.1 MT during April-February 2017-18 respectively. Total consumption offinished steel stood at
81.943 MT during April-February 2017-18. Steel industry and its associated mining andmetallurgy sectors have seen a number of major investments and developments in the recentpast.
According to the data released by Department of Industrial Policy and Promotion (DIPP)the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tuneof US$ 10.56 billion in the period April 2000December 2017.
Government of India's focus on infrastructure and restarting road projects is aidingthe boost in demand for steel. Also further likely acceleration in rural economy andinfrastructure is expected to lead to growth in demand for steel.
The Union Cabinet Government of India has approved the National Steel Policy (NSP)2017 as it seeks to create a globally competitive steel industry in India. NSP 2017targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steelconsumption by 2030. Metal Scrap Trade Corporation (MSTC) Limited and the Ministry ofSteel have jointly launched an e-platform called 'MSTC Metal Mandi' under the 'DigitalIndia' initiative which will facilitate sale of finished and semi-. finished steelproducts
The Ministry of Steel is facilitating setting up of an industry driven Steel Researchand Technology Mission of India (SRTMI) in association with the public and private sectorsteel companies to spearhead research and development activities in the iron and steelindustry at an initial corpus of ` 200 crore (US$ 30 million).
India is expected to overtake Japan to become the world's second largest steel producersoon and aims to achieve 300 million tonnes of annual steel production by 2025-30. Indiais expected to become the second largest steel producer in the world by 2018 based onincreased capacity addition in anticipation of upcoming demand and the new steel policythat has been approved by the Union Cabinet in May 2017 is expected to boost India'ssteel production. Huge scope for growth is offered by India's comparatively low per capitasteel consumption and the expected rise in consumption due to increased infrastructureconstruction and the thriving automobile and railways sectors.
Power Industries Scenario
Power is one of the most critical components of infrastructure crucial for the economicgrowth and welfare of nations. The existence and development of adequate infrastructure isessential for sustained growth of the Indian economy. India's power sector is one of themost diversified range from conventional sources such as coal lignite natural gas oilhydro and nuclear power to viable non-conventional sources such as wind solar andagricultural and domestic waste. Electricity demand in the country has increased rapidlyand is expected to rise further in the years to come. In order to meet the increasingdemand for electricity in the country massive addition to the installed generatingcapacity is required.
India ranks third among 40 countries in EY's Renewable Energy Country AttractivenessIndex on back of strong focus by the government on promoting renewable energy andimplementation of projects in a time bound manner. India has moved up 73 spots to rank26th in the World Bank's list of electricity accessibility in 2017. In September 2017 theGovernment of India launched the Saubhagya scheme to provide electricity connections toover 40 million families in rural and urban areas by December 2018 at a cost of US$ 2.5billion. Indian that power sector is undergoing a significant has redefined the industryoutlook. Sustained economic growth continues to drive electricity demand in India. TheGovernment of India's focus on attaining Power for all' has accelerated capacityaddition in the country. At the same time the competitive intensity is increasing at boththe market and supply sides (fuel logistics finances and manpower).
Total installed capacity of power stations in India stood at 334146.91 Megawatt (MW)as on February 2018. The Ministry of Power has set a target of 1229.4 billion units (BU)of electricity to be generated in the financial year 2017-18 which is 50 BU's higher thanthe target for 2016-17. The annual growth rate in renewable energy generation has beenestimated to be 27 per cent and 18 per cent for conventional energy.
The total estimated potential of tidal energy in India is about 8000 megawatt (MW) ofwhich 7000 MW is in the Gulf of Kambhat 1200 MW is in the Gulf of Kutch and 100 MW inthe Gangetic Delta. The number of small hydro power projects set up in India stood at1085 with total installed capacity of 4399.355 megawatt (MW) as of November 30 2017.
REVIEW OF OPERATIONS
The Total Income of the Company was ` 447.95 crores during the year as against ` 414.91crores in the previous year showed increased or decreased of 7.96%. The Company hasreported net profit of ` 17.03 crores during the year under review as against profit of `5.57 crores in the previous year.
SETTING-UP MINERAL BASED STEEL PLANT
The Company during the period under review has in the process of setting-up mineralbased steel plant proposed to be setup at Konsari Village Chamroshi Tehsil GadchiroliDistrict for manufacturing of Sponge Iron Electric Power Generation with Waste HeatRecovery Boiler Crushing and Screening of Iron Ore Pelletisation of Iron Ore andBeneficiation of Iron Ore. In this regard the company signed as memorandum of undertakingon 15.02.2018 with Government of Maharashtra during the Magnetic Maharashtra Convergence 2018. By this Memorandum of Undertaking the Company has agreed to make aninvestment of ` 700 Crores provided that the Government of Maharashtra will facilitate theCompany to obtain necessary permission / registrations / approvals / clearances / fiscalincentives etc. from the concerned department of the state as per the existing policies /rules and regulations of the Government of Maharashtra and the expected date ofcommencement of initial production would be 30th June 2020.
IRON ORE MINING ACTIVITIES
In respect of Iron ore mining activities the Company has resumed the iron ore miningoperations and mining activities are carried out regularly at the Surjagarh area ofGadchiroli district that was stopped for the rainy season as rains often hamper mobilityin the remote district. Due to Naxalites' threat mining takes place under policeprotection at Surjagarh. Around 200 strong force is deployed in the area to ensure safetransport of iron ore from the mines. The Company has received all the necessary approvalfrom the concerned authority and 20 years mining lease is now in principal extended upto50 years and we are awaiting for the formal signing lease agreement.
As per the mining report the mining reserve is around 90 Million MT and Minablereserve is around 68 Million MT. Government of Maharashtra has supported us in everypossible manner because this is the first mining in the Gadchiroli district and road isbeing developed from mine to main road.
The Company is at present undertaking only surface mining and the entire mined Iron Oreis used for captive consumption. It also has plans to start a Sponge Iron plant in theGadchiroli district. Iron ore which is the raw material will be sourced from the Surjagarhmine. However in order to start the plant the company needs to have an assured supplyfrom the mine first. At present only Float ore mining is done and shortly open Cast Miningwill commence as per the mining plan. To get sizeable quantity advanced machinery willhave to be deployed for excavation.
SPONGE IRON DIVISION
The production of Sponge Iron Division during the year under review was 171320 MTagainst 183007 MT in the previous year showing decrease of 6.82%. The total income ofthe division was `347.37 Crores (including trading) as against `342.12 Crores during theprevious year showing increase of 7.21% as a result increase in trading of Steel andrealization of high price of sponge iron.
The production of the division was 24.59 MWH during the year under review as comparedto 23.54 MWH for the previous year. The total income of the division was `63.83 Croresduring the year under review as against `63.46 Crores during the previous year showing anincrease of 0.59%.
ENVIRONMENT & SOCIAL OBLIGATION
The Company maintains the pollution free environment in and around its plant. TheCompany's plant complies with all norms set up for clean & better environment byCompetent Authorities.
4. 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 metallic's for the secondary steel makingthrough EAF or EOF/IF route. Other sources of metallics 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. 33 of significantaccounting policies & notes to financial statements. The Company has no activityoutside India.
d) Outlook: The basic aim of the Company is to be able to produce Sponge Iron andSteel Products as per market requirements and be able to manage market trends to itsadvantage. "Opportunities abound in growing economies and opening of economy in Indiahas created opportunities for Indian enterprise to move beyond national boundaries as wellto 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's economyKey risks synonymous to industry include the global recessionary trend economic slowdownincrease in financial charges non-availability (or undue increase in cost) of rawmaterials such as iron ore coal and labour etc. coupled with market fluctuations. TheCompany 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 stringentlabour laws.
Your Company has identified the major thrust areas to concentrate on which it believesto be critical to achievement of organizational goals. Company annually re-views theList of Risk Area' to identify potential business threats and suitable correctiveactions are initiated. Confirmations of compliance with appropriate statutory requirementsare obtained from the respective units/divisions. Corporate Governance Policy clearlylaying down roles duties and responsibilities of various entities in relation to riskmanagement is in place.
f) Mitigation of Risks: The Company in order to mitigate the risks threats andconcerns is taking necessary short term and long term steps like exploring Open AccessMarket 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 headFinancial 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 programmes areregularly conducted to update their skills and apprise them of latest techniques. Seniormanagement 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 2018 was 334.
Cautionary Statement: The Management Discussions and Analysis describe Company'sprojections expectations or predictions and are forward looking statements' within themeaning of applicable laws and regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operations include economic conditions affecting demand and supply and priceconditions in domestic and international market changes in Government regulations taxregimes economic developments and other related and incidental factors.
With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2018.
6. TRANSFER TO RESERVES
During the year under review no amount was transferred to general reserves.
7. SHARE CAPITAL
During the financialyear under review there is no change in the Capital Structure ofthe Company and accordingly the Issued Subscribed and paid-up Share Capital of theCompany stand at ` 222582580 as on 31st March 2018
8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF
During the financial year 2017-2018 under review the Board of Directors thoughexploring addition to existing business and commercial activities had neither beenexplored any change in nature of business and commercial activities for the Company northere is a change in nature of business and commercial activities of the Company. As suchno specific details regarding change in nature of business activities are required to begiven or provided.
9. PUBLIC DEPOSIT
Your Company has neither invited nor accepted public deposits within the meaning ofSection 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014. As such no specific details prescribed in Rule 8(1) of theCompanies (Accounts) Rules 2017 are required to be given or provided.
10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
The Company is not having any subsidiary Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in the composition of the Board of Directors during the reportingperiod however the Board has re-appointed Mr. Babulal Agarwal as Managing
Director with revision/ modification in the existing remuneration with the consent ofthe shareholders accorded in last AGM held on 19th September 2017. Further Mr. Rajesh R.Gupta (DIN: 00028379) Non-Executive and promoter Director of Company shall retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
The following are the Key Managerial Personnel of the Company:
Mr. Babulal Agarwal - Managing Director
Mr. Riyaz Shaikh Chief Financial Officer
Mr. Nitesh Tanwar Company Secretary
During the year 2017-18 there were no changes in Key Managerial Personnel of theCompany.
a) 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.
b) Familiarization Programme for Independent Directors: The Company hasformulated a Programme for Familiarization of Independent Directors with regard to theirroles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of theFamiliarization Programmes as conducted by the Company during last fiscal are available onthe website of the Company (www.lloyds.in). However during the year under review therewas no change in the nature of business of the company and its business vertical/structure/ operational strategy etc. which would have necessitated a freshFamiliarization Programme for Independent Directors.
12. ESOP /STOCK APPRECIATION RIGHTS SCHEMES
Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 : The Members ofthe Company at their 40th Annual General Meeting held on September 19 2017 approved theLloyds Metals and Energy Limited Employee Stock Option Plan 2017 ("the Scheme")for the benefit to the present and /or future permanent employees of the Company includingits holding and subsidiaries in accordance with the applicable laws. The scheme will beimplemented via Trust Route wherein the Company will issue and allot fresh 11129129Equity Shares i.e 5% of current paid-up share capital of the Company as on 31st March2017 to trust and the trust will transfer the shares to the Employees who successfullyexercised their vested options.
Later on the scheme was ratified by the shareholder through Postal Ballot andresult of same was announced on 08th March 2018. The scheme has become effective fromdate of approval of members of the Company for ratification of the scheme. The Nominationand Remuneration Committee (NRC') of the Board of Directors of your Company isentrusted with the responsibility of administering the plan and during thefinancial year 2017-18 and the committee has not granted any stock option in pursuancethereof.
13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE
a) Number of Meeting of the Board: The Board met 5 (Five) times during financialyear 2017-18 viz. 12th April 2017; 18th July 2017; 07th August 2017; 25th October 2017and 22nd January 2018. In respect of such meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes book maintained for thepurpose. No circular resolutions were passed by the Company during the financial yearunder review.
b) Committees of the Board: The detailed information with regard to thecomposition of Board and its Committee(s) and their respective meetings etc. are stated inthe Corporate Governance Report of Company for sake of brevity which forms part of thisAnnual Report.
c) Corporate Governance: The Company has taken adequate steps to ensure that allmandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are complied with. The report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral from the part of this Report. The requisitecertificate Auditors of the Company confirming compliance with the conditions of corporategovernance is annexed hereto marked as Annexure-D' and forms part of thisreport.
d) Performance evaluation of the Board and it's Committee(s): The Board hascarried out an annual performance evaluation of its own performance and that of itsCommittees and individual Directors. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
e) Meeting of Independent Directors: During the year under review theIndependent Directors met on 22nd January 2018 inter alia to: a) Review the performanceof Non Independent Directors and the Board of Directors as a whole; b) Review theperformance of the Chairman of the Company taking into account the views of the Executiveand Non-Executive Directors. c) Assess the quality content and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably 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.
14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES 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 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.
The matters related to Auditor and their Reports are as under:
(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act 2013 rulesmade there under the Board of Directors on the recommendation of the Audit Committeeappointed M/s VSS & Associates Chartered Accountants (Firm Registration No. 105787W)as the Statutory Auditors of the Company for the period of five financial years from theconclusion of 40th Annual General Meeting till the conclusion of the 45th Annual GeneralMeeting of the Company to be held in 2022. Further the Shareholders approval has beenaccorded in last AGM held on 19th September 2017.
Further the provision of ratification of appointment of Statutory Auditor every yearhas been omitted by the companies (Amendment) act 2017. Therefore ratification of Auditoris not required although your company is proposing ratification of auditor in ensuingAnnual General Meeting for the financial year 2018-19.
(B) Audit Report: During the Financial Year 2017-18 there is no fraud occurrednoticed and/or reported by the Statutory Auditors under Section 143(12) of the CompaniesAct 2013 read with the Companies(Audit and Auditors) Rules 2014 (as amended from time totime).
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 2018 are self explanatory and beingdevoid of any reservation(s) qualification(s) or adverse remark(s) etc do not call forany further information(s)/ explanation(s) or comments from the Board under Section134(3)(f)(i) of the Companies Act 2013.
(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 The Boardhas re-appointed Mr. K. C Nevatia Practicing Company Secretary of (Membership No. FCS3963 and Certificate Practice No. 2348) as the Secretarial Auditor of your Company toconduct Secretarial Audit for the financial year 2018-19.
(D) Secretarial Audit Report: Secretarial Audit Report as issued by the SecretarialAuditor in Form No. MR-3 for the financial year 2017-18 is annexed herewith vide AnnexureE' and forms integral part of this Annual Report. The said Secretarial Audit Reportbeing devoid of any reservation(s) adverse remark(s) and qualification(s) etc. does notcall for any further explanation(s)/ information or comment(s) from the Board underSection 134(3) (f) (ii) of the Companies Act 2013.
(E) Cost Auditor: As per the requirement of Central Government and pursuant toSection 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 as amended from time to time your Company has been carrying out audit of costrecords of the Company.
The Board of Directors on the recommendation of Audit Committee has appointedrelatedpartyM/s. Manisha & Associates Cost Accountants as Cost Auditor to audit the costaccounts of the Company for the financial year 2018-19 at a remuneration of ` 30000/- perannum and reimbursement of out of pocket expenses if any. As required under the CompaniesAct 2013 a Resolution seeking members approval for the remuneration payable to the CostAuditors forms part of the Notice convening the Annual General Meeting. The cost auditreport for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
1. In the preparation of the annual accounts for the year ended 31st March 2018 theapplicable accounting standards have been followed and there are no material departuresfrom 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 2018 and of the profitof 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.
17. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIESPROVIDED
Particulars of loans advances and investments made by Company during the financialyear 2017-18 are stated in Note No. 5 to Standalone Audited Financial Statements ofCompany as annexed to this Annual Report. Company has neither made any investment norprovided any guarantee or Security during the reporting period.
18. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:
All Related Party Contract(s)/Transaction(s)/Arrangement(s) entered by Company duringF.Y. 2017- 18 were in its ordinary course of business and on arm's length basis. Accordingto Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 there were no materially significant transaction(s)/arrangements entered by theCompany with the Related Parties which may have a potential conflict with the interest ofCompany. All related party transaction(s) are first placed before Audit Committee forapproval and thereafter such transactions are also placed before the Board for seekingtheir approval wherever required. Since all the Related Party Transactions (RPTs) enteredinto by the Company were in ordinary course of business and were on arm's length basisForm AOC -2 is not applicable. However the details of RPTs as required pursuant torespective Accounting Standards have been stated in Note No. 32 to the Standalone AuditedFinancial Statement of Company forming part of this Annual Report. The Policy on dealingwith Related Party Transactions has been placed on the Company's website and can beaccessed at www.lloyds.in.
19. VARIOUS COMPANY'S POLICIES
In accordance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 and the CompaniesAct 2013 the Company has formulated and implemented the following policies. All thePolicies are available on Company's website (www.lloyds.in) under the Policies sub-captionof the Investor Caption. The policies are reviewed periodically by the Board and updatedbased on need and requirements.
|Name of the Policy ||Brief Description |
|Whistle Blower or Vigil Mechanism Policy ||The policy is meant for directors stakeholders and employees etc. of the Company to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics etc. |
|Policy for Related Party Transactions ||The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions. |
|Policy for preservation of documents ||The policy deals with the retention of corporate records of Company. |
|Policy for determination of materiality of events ||This policy applies for determining and disclosures of material events taking place in the Company. |
|Archival policy ||The policy deals with the retention and archival of corporate records of Company for a particular period as may be applicable. |
|Code of conduct for Director(s) and Senior Management Personnel ||The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs. |
|Nomination and Remuneration Policy ||The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees covered under the prescribed criteria if any. |
|Corporate Social Responsibility Policy ||The policy outlines the Company's strategy to bring about a positive impact on society through its activities/ programmes relating to Health Happy Childhood Education Social welfare activities Hunger eradication Environmental Sustainability Promoting Gender Equality Upliftment for deserving and underprivileged sections of society Promotion of sport Art & Culture etc. |
|Code of Conduct for Prohibition of Insider Trading ||The Policy provides framework for dealing with the securities of Company in mandated manner. |
20. LISTING OF SHARES
The Equity shares of the Company are continued to be listed and actively traded on theBombay Stock Exchange Limited (BSE) and during the period under review the Company haslisted its Equity Shares with the Metropolitan Stock Exchange India Limited (MSE) witheffect from 18th September 2017 vide listing approval letter dated 14th September 2017.The listing fees payable for the financial year 2018-2019 will be paid to both the StockExchanges (BSE & MSE) within due dates.
21. DEMATERIALIZATION OF SHARES
As on 31st March 2018 there were approximately 217699220 Equity Sharesdematerialized through depositories viz. National Securities Depository Limited andCentral Depository Services (India) Limited which represents about 97.81% of the totalissued subscribed and paid-up capital of the Company.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Provision of Section 135(2) read with Schedule VII of the Companies Act 2013pertaining to Corporate Social Responsibility are applicable to our Company from financialyear 2017-18 though the company is not required to spend 2% of average profit of last 3years as the company has average net loss for last 3 Financial Years. Despite of that yourCompany has voluntarily spend some amount on the CSR activities during the period underreview. The Details pertaining to the Corporate Social Responsibility (CSR) activitiestogether with details of expenditure is enclosed herewith as Annexure B'and the same is attached to this Report.
23. EXTRACT OF THE ANNUAL RETURN
The Extract of the Annual Return as on 31st March 2018 pursuant to the provisions ofSection 92(3) of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 (as amended) is furnished in the Annexure-C'attached to this report which forms an integral part of this report.
24. PERSONNEL/PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therequisite details are annexed herewith vide Annexure-F' and are alsoavailable at the
Registered Office of the Company for inspection during its business hours upto the dateof AGM and any member interested in obtaining such information may directly write to theCompany Secretary of the Company and the same shall be provided on such request.
25. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
Your Director's further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
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. 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.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
29. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring F.Y. 2017-18:
a. Details relating to deposits covered under Chapter V of the Companies Act 2013.
b. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
c. Issue of shares (including sweat Equity Shares and ESOP) to employees of the Companyunder any scheme.
d. Instances with respect to voting rights not exercised directly by the employees ofCompany.
e. Neither the Managing Director nor Chief Financial Officer of the Company passed bythe receive any remuneration or commission from any other Company.
f. No significant Regulators or Courts or Tribunals which can impact the going concernstatus and Company's operations in future.
g. There was no revision of the financial statements of the Company during FinancialYear 2017-18.
h. No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18hence the disclosure u/s 134(3) (ca) is not applicable.
a) AnnexureA : Report on Energy Conservation Technology Absorption and ForeignExchange
Earnings and Outgo;
b) AnnexureB : Annual Report on Corporate Social Responsibility (CSR) activitiestogether with expenditure details;
c) AnnexureC: Extract of Annual Return as of 31st March 2018 in theprescribed Form No. MGT-9.;
d) Annexure D : Corporate Governance Report;
e) AnnexureE: Secretarial Auditors Report in Form No. MR-3;
f) AnnexureF: Details of personnel/particulars of employees.
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 For Lloyds Metals and Energy Limited
|Date: 16th April 2018 ||Mukesh R. Gupta |
|Place: Mumbai ||Chairman |