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Lloyds Steels Industries Ltd.

BSE: 539992 Sector: Metals & Mining
NSE: LSIL ISIN Code: INE093R01011
BSE 00:00 | 25 Nov 13.07 0.67
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NSE 00:00 | 25 Nov 13.05 0.65
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OPEN 12.30
PREVIOUS CLOSE 12.40
VOLUME 2324618
52-Week high 28.95
52-Week low 8.15
P/E 52.28
Mkt Cap.(Rs cr) 1,292
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.30
CLOSE 12.40
VOLUME 2324618
52-Week high 28.95
52-Week low 8.15
P/E 52.28
Mkt Cap.(Rs cr) 1,292
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lloyds Steels Industries Ltd. (LSIL) - Auditors Report

Company auditors report

To the Members of M/s. Lloyds Steels Industries Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of M/s. LloydsSteels Industries Limited ("the Company") which comprise the Balance Sheetas at March 31 2022 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Statement of Changes in Equity and the Statement of Cash Flows for the yearended on 31st March 2022 and a summary of the significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2022 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matter We have determined the matters described below to be the key audit matters tobe communicated in our report.

Key Audit Matter Auditors Response
1. Evaluation of Contingent Liabilities:
Refer Note 19 to the Financial Statements Claims against the company not acknowledged as debts is disclosed in the financial statements. The existence of the payments against these claims requires management judgment to ensure disclosure of most appropriate values of contingent liabilities. Our audit procedures include among others assessing the appropriateness of the management's judgment in estimating the value of claims against the company not acknowledged as debts as given in the Note 19.
2. Share Warrants
Refer Notes 14 and 33 to the Standalone Financial Statements During the financial year 2021-2022 the Company has issued 165000000 Share Warrants on preferential basis of ' 3.86/- each. Amount received on issue of share warrants has been depicted in ‘Other Equity' in the Balance Sheet as at 31st March 2022. As the issue of Share warrants by the company during the financial year 2021-2022 has the effect of enhancing the Equity of the Company the same is considered to be a key audit matter. We gained an understanding of the process of issue of share warrants followed by the company to include amongst others:
1. Authorization by the Memorandum and Articles of Association of the Company;
2. Passing of resolution in a validly convened and constituted Board meeting of the company.
3. Passing of resolution in a validly convened and constituted general meeting of the company. Obtaining permission from the NSE/BSE Ltd. under (Listing obligations and Disclosure requirements Regulations2015.
4. We assessed the adequacy of disclosures in the financial statements.
3. Optionally Fully Convertible Debentures
Refer Notes 15 and 33 to the Standalone Financial Statements Our audit procedures to assess the accounting of the OFCDs included the following:
The company has entered into an agreement during the F.Y. 2021-22 with various option holders for the issue of 12% Optionally Fully Convertible Debenture ("OFCDs") amounting to ' 2072.07 lakhs. These may be converted at the option of Debenture holder within a time frame of not exceeding 18 months from the date of allotment into one fully paid-up Equity shares of ' 1/- each of the Company at a price of ' 13.65 (including premium of ' 12.65) per share.
1) Obtained understanding of the contractual terms of the OFCD agreement.
2) Obtained accounting analysis of OFCDs from the management and reviewed the same in light of appropriate accounting guidance.
3) Performed audit procedures on valuation inputs and accounting entries of the transaction as per IND AS 109.
The OFCDs shall carry simple interest @ 12% p.a. payable on half yearly basis commencing from 27th January 2022. A compound financial instrument is a debt instrument with an embedded conversion option into ordinary equity shares. 4) Assessing the appropriateness of the presentation as per IND AS 32 of the financial instruments.
The management has considered the above instrument as a Compound Financial Instrument which comprises two components: a financial liability and an equity instrument. Since the actual interest rate as stipulated in the OFCD agreement is at par to the fair rate the company has elected not to recognize the equity component of this instrument.
As at 31st March 2022 the carrying value of OFCDs liability component and an equity component is ' 2106.51 lakhs based on the provisions of IND AS 32.
The management has used its judgements and estimates in presentation and disclosure of the aforementioned instrument in accordance with the principles of IND AS 32 Financial Instrument: Presentation.

Information Other than the Financial Statements and Auditor'sReport Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board's Report including Annexureto Board's Report Corporate Governance Report but does not include the financialstatements and our auditor's report thereon. Our opinion on the financial statementsdoes not cover the other information and we do not express any form of assuranceconclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these financial statements that give a true and fair view of thefinancial position financial performance (changes in equity) and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the ‘Annexure A' astatement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c. The Company has no branch office and hence the company is notrequired to conduct audit under section 143 (8) of the Act;

d. The Balance Sheet the Statement of Profit and Loss the Cash flowstatement dealt with by this Report are in agreement with the books of account;

e. In our opinion the aforesaid Ind AS financial statements complywith the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 (As amended);

f. On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors noneof the directors is disqualified as on 31st March 2022 from being appointed asa director in terms of Section 164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's InternalFinancial Controls over financial Reporting;

h. In our opinion the managerial remuneration for the year ended March312022 has been paid/provided by the Company to its directors in accordance with theprovisions of section 197 read with Schedule V to the Act; and

i. With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us (As amended):

i. The Company has disclosed the pending litigations which may impactits financial position in Note 19 of the financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. During the year no amounts were required to be transferred to theInvestor Education and Protection Fund by the Company. So the question of delay intransferring such sums does not arise.

iv. a) The management has represented that to the best of itsknowledge and belief other than as disclosed in the notes to accounts to the standaloneInd AS financial statements no funds have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the Companyto or in any other person or entity including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

b) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any person or entityincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall whether directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under subclause (a) and (b) contain anymaterial misstatement.; and

v. The Company has not declared or paid any dividend during the year.

For TODARWAL & TODARWAL LLP
Chartered Accountants
Firm Reg. no.: W100231
Sd/-
Kunal S. Todarwal
Partner
M.No.: 137804
UDIN: 22137804AMIGTB8991
Dated: 11th May 2022
Place: Mumbai

Annexure - A to Independent Auditor's Report

The ‘Annexure A' referred to in Independent Auditor'sReport to the Members of the Company on the Financial Statements for the year ended 31stMarch 2022 we report that:

i. a) A. According to the information and explanation given to us andbased on the records produced before us we are of the opinion that the Company ismaintaining proper records showing full particulars including quantitative details andsituation of fixed assets.

B. The Company is maintaining proper records showing full particularsof Intangible Assets.

b) According to the information and explanation given to us fixedassets were physically verified by the management according to a designed to cover all thelocations which in our opinion is reasonable having regard to the size of the company andthe nature of its assets. Pursuant to the programme the management during the yearphysically verified the fixed assets at certain locations and no material discrepancieswere noticed on such verification.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company except in the case of followingproperty: -

Description of property Gross carrying value (Rs. In Lakhs) Held in name of Whether promoter director or or their relative or employee Period held - indicate range where appropriate Reason for not being held in name of company *also indicate if in dispute
Flat at Rooprekha Co-op. Housing Society Limited 5.15 Lloyds Steel Industries Limited NO 01st April 2014 The company has received the property due to demerger order passed by the Bombay High Court

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not revalued itsproperty plant and equipment (including Right-of-use assets) or Intangible assets or bothduring the year.

e) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

ii. a) According to the information and explanation given to usInventory has been physically verified by the management during the year. No materialdiscrepancies were noticed that would have an impact over the Financial Statements.

b) According to the information and explanation given to us and basedon the records produced before us the company has not sanctioned working capital limitsin excess of five crore rupees in aggregate from banks or financial institutions on thebasis of security of current assets at any point of time during the year.

iii. According to the information and explanations given to us and onthe basis of our examination of the records of the

Company the Company has not made any investments provided guaranteeor security to companies firms limited liability partnerships or any other partiesduring the year. Although the Company has granted loans to parties during the yeardetails of the loans are stated in sub-clause (a) below.

a) A. The Company does not have any subsidiaries joint ventures orassociates. Hence clause (iii) (a)A of paragraph 3 is not applicable.

B. Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans to parties otherthan subsidiaries Joint Ventures and Associates as below:

Particulars Amount (Rs. In Lakhs)
Aggregate Amount of Loan provided During the year - Others 2349.89
Balance Outstanding as on 31st March 2022 in respect of the above - Others 2500.00

b) According to the information and explanations given to us and basedon the audit procedures conducted by us we are of the opinion that the terms andconditions of the loans given are prima facie not prejudicial to the interest of theCompany.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company in the case of loans given theschedule of repayment of principal and payment of interest has been stipulated by theCompany.

d) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given during the year.

e) According to the information and explanations given to us and on thebasis of our examination of the records of the Company there is no loan given falling dueduring the year which has been renewed or extended or fresh loans given to settle theover dues of existing loans given to the same party.

f) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has not given loanswhich are repayable on demand or without specifying any terms or period of repayment.

iv. In our opinion and according to information and explanation givento us the company has in respect of loans investments guarantees and securityprovisions complied with section 185 and 186 of the Companies Act 2013.

v. According to the information and explanation given to us thecompany has not accepted any deposits whether the directives issued by the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act 2013. Hence the provisions of clause 3(v) are not applicable to thecompany.

vi. Pursuant to the rules made by the Central Government themaintenance of Cost Records has been prescribed u/s. 148(1) of the Companies Act 2013. Weare of the view that prima facie the prescribed accounts and records have been maintained.We have not however made a detailed examination of the records with a view to determinewhether they are accurate or complete.

vii. A) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including Goods andServices Tax (‘GST') Provident fund Employees' State InsuranceIncome-tax Duty of Customs Cess and other material statutory dues have generally beenregularly deposited with the appropriate authorities were not in arrears as at 31 March2022 for a period of more than six months from the date they became payable.

B) According to the information and explanations given to us there areno dues of GST Provident fund Employees' State Insurance Income-tax Sales taxService tax Duty of Customs Value added tax Cess or other statutory dues which have notbeen deposited by the Company on account of disputes except for the following:

Name of Statute Nature of Dues Amount (Rs. In Lakhs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 1134.02 AY 15-16 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 10.06 AY 16-17 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 2.20 AY 19-20 Commissioner of Income Tax (Appeals)

viii. According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income-tax Act 1961 as income during the year.

ix. a) According to the information and explanation given to us andbased on the records produced before us the company has not defaulted in repayments ofdues to financial institutions and banks.

b) According to the information and explanation given to us thecompany is not declared as a willful defaulter by any Bank or Financial Institution orother lender.

c) In our opinion and according to information and explanation given tous the company does not have term loans. Hence clause (ix)(c) of paragraph 3 is notapplicable

d) According to the information and explanation given to us thecompany has not raised funds for short term basis. Hence clause (ix)(d) of paragraph 3 isnot applicable.

e) According to the information and explanation given to us theCompany does not have any subsidiaries joint ventures or associates. Hence clause (ix)(e)and (f) of paragraph 3 is not applicable.

x. a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments). Accordingly clause 3(x)(a) ofthe Order is not applicable.

b) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has complied with therequirements of section 42 and section 62 of the Companies Act 2013 for preferentialallotment of shares and optionally convertible debentures and the funds raised have beenused for the purposes for which the funds were raised.

xi. a) During the course of our examination of the books of accountcarried in accordance with the generally accepted auditing standards in India we haveneither come across any instance of fraud on or by the Company either noticed or reportedduring the year nor have we been informed of such case by the Management.

b) According to the information and explanations given to us no reportunder sub-section (12) of Section 143 of the Companies Act 2013 has been filed by theauditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

c) No whistle blower complaints were received by the Company during theyear. Therefore clause xi(c) of paragraph 3 is not applicable.

xii. According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Sections 177 and188 of the Companies Act 2013 where applicable and the details of the related partytransactions have been disclosed in the standalone financial statements as required by theapplicable Indian Accounting Standards.

xiv. a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

xv. In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors.

xvi. a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable.

b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

c) The Company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Orderis not applicable.

d) According to the information and explanations provided to us duringthe course of audit the Group does not have any CIC. Accordingly the requirements ofclause 3(xvi)(d) are not applicable.

xvii. The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

xx. In our opinion and according to the information and explanationsgiven to us the company is not responsible to spend under sub-section (5) of Section 135of the Companies Act 2013 pursuant to any project. Accordingly clauses 3(xx)(a) and3(xx)(b) of the Order are not applicable.

For TODARWAL & TODARWAL LLP
Chartered Accountants
Firm Reg. no.: W100231
Sd/-
Kunal S. Todarwal
Partner
M.No.: 137804
UDIN: 22137804AMIGTB8991
Date: 11th May 2022
Place: Mumbai

Annexure - B to the Independent Auditors' Report

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of M/s Lloyds Steels Industries Limited ("the Company") as of 31 March2022 in conjunction with our audit of the financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records reflecting in the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For TODARWAL & TODARWAL LLP
Chartered Accountants
Firm Reg. no.: W100231
Sd/-
Kunal S. Todarwal
Partner
M.No.: 137804
UDIN: 22137804AMIGTB8991
Date: 11th May 2022
Place: Mumbai

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