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Lloyds Steels Industries Ltd.

BSE: 539992 Sector: Metals & Mining
NSE: LSIL ISIN Code: INE093R01011
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VOLUME 163342
52-Week high 1.52
52-Week low 0.30
P/E 74.00
Mkt Cap.(Rs cr) 67
Buy Price 0.74
Buy Qty 31045.00
Sell Price 0.76
Sell Qty 96400.00
OPEN 0.74
CLOSE 0.76
VOLUME 163342
52-Week high 1.52
52-Week low 0.30
P/E 74.00
Mkt Cap.(Rs cr) 67
Buy Price 0.74
Buy Qty 31045.00
Sell Price 0.76
Sell Qty 96400.00

Lloyds Steels Industries Ltd. (LSIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Company's Twenty Sixth Annual Report and theCompany's Audited Financial Statements for the Financial Year Ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS:

The Company's financial highlights for the year ended 31st March 2020 is summarizedbelow:

(Rs. in Lakhs)

Particulars Current Year Previous Year
2019-20 2018-19
Income from Operations 11446.48 9771.78
Other Income 829.87 1003.67
Total Income 12276.35 10775.45
Profit before Interest Depreciation & Tax 538.95 454.48
Less : Finance Cost 54.46 33.18
Depreciation 157.20 105.37
Profit/(Loss) before tax 327.29 315.93
Less: Tax Expenses (Net) 78.24 28.43
Profit/(Loss) for the Year 249.05 287.50
Other Comprehensive Income (Net) 36.33 (18.42)
Total Comprehensive Income 285.38 269.08

2. PERFORMANCE 2019-20:

During the year under review the Company achieved a turnover of Rs.11446.48 Lakhs ascompared to Rs. 9771.78 Lakhs in the previous year. The operating EBIDTA for the year isRs.538.95 Lakhs as against Rs.454.48 Lakhs in the previous year. The Company has posted aProfit Before Tax of Rs.327.29 Lakhs during the year as against Rs.315.93 Lakhs in theprevious year after providing depreciation of Rs. 157.20 Lakhs (Previous Year Rs.105.37Lakhs) and has posted a Profit of Rs.249.05 Lakhs as against Rs. 287.50 Lakhs in theprevious year after considering tax expenses (Net) of Rs.78.24 Lakhs (previous yearRs.28.43 Lakhs). The total Comprehensive Income for the current year is Rs.285.38 Lakhs asagainst Rs.269.08 Lakhs in the previous year after considering Other Comprehensive Incomeof Rs.36.33 Lakhs (Previous Year Other Comprehensive loss Rs.18.42 Lakhs).

3. TRANSFER TO RESERVE:

The Company do not propose to transfer any amount to any reserve.

4. DIVIDEND:

In order to conserve the resources the Board of Directors has not recommended anydividend for the year ended 31st March 2020.

5. MANAGEMENT DISCUSSION AND ANALYSIS:

The core business of the Company is Design Engineering Manufacturing FabricationSupply Erection and Commissioning of all types of Mechanical Hydraulic StructuralProcess Plants Metallurgical Chemical Plants Equipments including Marine Loading/Unloading Arms Truck/Wagon Loading/Unloading Arms Columns Pressure Vessels DryersBoilers Power Plant Steel Plant Equipments Capital Equipments and execution of Turnkeyand EPC projects.

The Company has collaboration agreements with L3 Calzoni s.r.l. Milano Italy for FinStabilizers and Steering Gears with Controls for Indian Naval Ships and Indian Coast GuardShips. The Company has arrangement with Technip FMC France (earlier FMC Technologies SA)for Marine Truck/Wagon Loading Arms and Piggable Systems.

During the current financial year the Company has executed orders/jobs by supplyingcritical equipments such as Column Pressure Vessels Digester Vessels Dryers BoilerPackage spares carried out erection installation and commissioning work and providedtechnical services (including repairing overhauling upgradation and erecting Marine/LPGLoading Arms) to various Public and Private Sector Companies and Government Bodies/Agencies in diversified areas and fields broadly covering Refinery & Petroleum Oil& Gas Power Steel Plant Equipments Mining Nuclear Projects Ports and NavalShipyard amongst others.

The indigenously built Steering Gear Controls supplied by the Company for INS Pralayand INS Betwa in the last financial year were commissioned during the current financialyear and the ships have started sailing in the sea.

The Company is approved for its engineering skills/ works/services by various premierconsulting companies and Inspection Agencies such as Engineers India Ltd. (EIL) MECONLRIS BVIS PDIL amongst various other agencies.

The Company's works has been approved by Industrial Boiler Regulatory Authority (IBR).The company has further been approved for ISO 9001:2015 by SGS UK for Design Manufactureand Supply of Equipment for Industrial Sector - Hydrocarbon Nuclear Power SpaceDefence Process plants Loading/Unloading Arms Steel Plant Boiler and Boiler Equipment.The Company's Fabrication Shop at Murbad has been approved by the Petroleum and ExplosivesSafety Organisation (PESO) under the Ministry of Commerce and Industry for Fabrication ofNon-Cryogenic Pressure Vessels.

The Company continues to have Certificate of Authorization by the American Society ofMechanical Engineers (ASME) and use of the Certification Marks "U""U2" and "S" for manufacture of pressure vessels and manufacture andassembly of power boilers in the Companies Works and field sites.

The Company continues to participate in the tenders of various Public and PrivateSector Companies Government Organisations Navy Ports and has secured reasonable ordersduring the financial year and actively looking for obtaining further orders/execution ofworks in India and Abroad.

a. Engineering Industry and Business Overview:

Though the prospects of Indian Engineering Industry was expected to improve in view ofreforms undertaken by the Government of India in the Hydro Carbon and InfrastructureSectors the sudden Covid-19 pandemic has adversely affected the overall industrialscenario and business prospects as the expansion plans of various industries is expectedto be on slow track and competition for securing orders would be severe on account of theexpected recession in the economy.

b. Risk & Concerns:

The banking system continues to be over burdened with large Non Performing Assets (NPA)restricting the investment by Public and Private Corporate Sectors. Margins in theindustry continue to be under pressure on account of severe competition coupled with theeffect of Covid-19. We are up-grading our skills modernization and cost saving to theextent possible. Risk and concerns are being addressed on a continuous basis.

c. Internal Control System and Audit:

The Company believes in systematic working and placing appropriate internal controlsystems and checks. Proper checks and systems are in place and regular reviews are held bythe Head of Department and Senior Management to check that the systems and controls areadhered. The reviews also prescribe changes wherever required. The efficiency of InternalControl Systems is ensured as a combined result of the following activities:

1. Operational performance is reviewed each month by the Senior Management.

2. Performance of each function is closely monitored by the Head of Department andSenior Management through daily/weekly/monthly review meetings. Reviews of all independentfunctions are regularly undertaken. Cross functional activities are periodically reviewed.

3. Various policies are introduced from time to time to ensure effective functioning ofvarious departments such as Business Development Projects Procurement CommercialFinance HR etc.

4. The Internal Auditors of the company conducts financial operational and managementaudit of various functions and areas. Their reports are placed before the Audit Committeeand appropriate actions as deemed fit are initiated based on the reports.

5. The Audit Committee also oversees financial systems procedures and internalcontrols and competent to call for any information/document from any department/function.

d. Human Resources and Industrial Relations:

The Industrial Relations in the company's units located at Murbad during the year underreview was cordial. Human Resources Department ("HRD") works continuously formaintaining healthy working relationship with the workers and other staff members. Theunderlying principle is that workers and staff at all levels are equally instrumental forattaining the Company's goals. Training programmes are regularly conducted to update theirskills and apprise them of latest techniques. Senior Management is easily accessible forcounseling and redressal of grievances if any. The HR Department strives to maintain andpromote harmony and coordination amongst Workers Staff and Members of the SeniorManagement.

e. Cautionary Statement:

The Management Discussion and Analysis describe Company's projections expectations orpredictions and are forward looking statements within the meaning of applicable laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand and supply and price conditions in domestic andinternational market changes in Government regulations tax regimes economicdevelopments the Covid-19 pandemic and other related and incidental factors.

6. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its financial statements for the year ended31st March 2020 as the Company doesn't have any subsidiary Associates and joint venturescompanies.

7. SHARE CAPITAL:

During the financial year 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 Rs.898698382 as on 31st March 2020.

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2019-2020 under review there are no changes in the nature ofbusiness activities of the Company.

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

The Covid-19 pandemic and the lockdown enforced by the Government from 24th March 2020and still continuing as on date of this report has seriously impacted the deliveryschedules of various orders/jobs under execution by the Company and consequently hasaffected the cash flow and financial position of the Company.

10. 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.

11. DETAILS OF TOTAL FEES PAID TO THE STATUTORY AUDITORS COST AUDITORS AND SECRETARIALAUDITORS:

The details of total fees for all services paid by the Company on a consolidated basisfor the Statutory Audit Cost Audit and Secretarial Audit are as follows:

(Rs. In Lakhs)

Type of Service 2019-20 2018-19
Statutory Audit Fees 1.50 1.50
Tax Audit Fees 0.50 0.50
Cost Audit Fees 0.35 0.30
Secretarial Audit Fee 0.30 0.30
Total 2.65 2.60

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Board of the Company comprises an optimum combination of executive andnon-executive Independent Directors.:

Name of Director Category and Designation
Mr. Ashok Tandon Managing Director
Smt. Bela S. Rajan Non-Executive Independent Women Director
Mr. S. N. Singh Non-Executive Independent Director
Mr. Vishal Agarwal* Non-Executive Independent Director
Mr. R.M. Alegavi Non-Executive NonIndependent Director
Mr. A.Lakshman** Additional Non-Executive Independent Director

* Mr. Vishal Agarwal has resigned from the Board on 21.11.2019.

** Mr. A. Lakshman was appointed on 24th January 2020 as an Additional Non-ExecutiveIndependent Director in the Board of the Company who shall hold office upto the date ofthe ensuing Annual General Meeting of the company.

Skills Competence and Expertise of the Board:

The Board has core skills expertise and competence in various fields such asEngineering Technology Sales and Business Development Commercial Accounting &Finance Legal Public Relations amongst others. The Directors have experience in servingon the Board of different Companies and thus possess analytical skills awareness ofexisting law policies and statutory compliances preparing strategies and have insightsabout Corporate Governance Management Responsibility and Stakeholders Interest amongstother qualities which are applied to the advantage of the Company.

In pursuant to provisions of Section 203 of the Companies Act 2013 read with theapplicable rules and other applicable provisions of the Companies Act 2013 thedesignated Key Managerial Personnel (KMP) of the Company as on 31st March 2020 are asfollows:

Name of KMP Category and Designation
Mr. Ashok Tandon Managing Director
Mr. P.R. Ravi Ganesan CFO & Company Secretary

a. Declaration by Independent Directors: All Independent Directors have givendeclarations under section 149 (7) that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act 2013 and Regulation 16 (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

b. Familiarization Programme for Independent Directors: The Company has formulated aProgramme for Familiarization of Independent Directors with regard to their roles rightsresponsibilities nature of the industry in which the Company operates the business modelof the Company etc. The details of the Familiarization Programmes as conducted by theCompany during the last fiscal are available on the website of the Company(www.lloydsengg.in ). However during the year under review there was no change in thenature of business of the company and its business vertical/structure/operationalstrategy etc. which would have necessitated fresh Familiarization Programme forIndependent Directors.

c. Statement of Board of Directors: The Board of Directors of the Company are of theopinion that the Independent Directors of the Company appointed during the year possessesintegrity relevant expertise and experience required to best serve the interest of theCompany.

13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:

a. Number of Meetings of the Board: Total 4 (Four) Board Meetings were held during thefinancial year 2019-20 as required u/s 134 (3) (b) of the Companies Act 2013 are asunder:

Date of Board Meetings Purpose
26th April 2019 Financial Results & General Purpose
29th July 2019 Financial Results & General Purpose
7th November 2019 Financial Results & General Purpose
24th January 2020 Financial Results & General Purpose

In respect of such meetings proper notices were given and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose. No circularresolutions were passed by the Company during the financial year under review.

b. Committees of the Board: The detailed information with regard to the composition ofBoard and its Committee(s) and their respective meetings etc. are stated in the CorporateGovernance Report of the Company which forms part of this Annual 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 part of this Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed hereto and marked as ‘Annexure-A' and forms part of thisreport.

d. Performance Evaluation of the Board and it's Committee(s): The Board has carried outan annual performance evaluation of its own performance and that of its Committees andindividual directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

e. Meeting of the Independent Directors: During the year under review the IndependentDirectors met on 24th January 2020 inter alia to:

i) Review the performance of Non Independent Directors and the Board of Directors as awhole;

ii) Review the performance of the Managing Director of the Company taking into accountthe views of the Directors;

iii) 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 implemented.

14. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March 2020 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 2020 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 and controls to ensure compliance with theprovisions of all applicable laws and that such systems and controls are adequate andoperating effectively.

15. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo 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-B' and forms part of this report.

16. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return (Form No.MGT-9) as on 31st March 2020 pursuant to theprovisions of Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 (as amended by Companies (amendments) Act2017 is furnished in the ‘Annexure - C' attached to this report which forms anintegral part of this report.

17. VARIOUS POLICIES OF THE COMPANY.

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulatedimplemented and amended (as per the Companies (amendments) Act 2017 SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2019) and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 and various policies and theAmended copy of all such Policies are available on Company's website (www.lloydsengg.in)under the Policies sub-caption of the Investor Caption. The policies are reviewedperiodically by the Board and updated based on need and requirements.

Name of the Policy Brief Description
Whistle Blower or Vigil Mechanism Policy The policy is meant for directors employees and stakeholders 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 amongst others.
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 the Company.
Policy for Determination of Materiality of Events This policy applies for determining and disclosing material events taking place in the Company.
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 of the Company.
Nomination and Remuneration Policy The policy formulates the criteria for determining qualifications / competencies / positive attributes and independence related to the appointment removal and remuneration 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.
Code of Conduct for Prohibition of Insider Trading The Policy provides framework for dealing with the securities of the Company in mandated manner.
Risk Management Policy The Risk Management Policy by the Company is in compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The policy helps to identify the various elements of risks faced by the Company which in the opinion of the Board threatens the existence of the Company.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI") The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks inquiries and results of such inquiries. In pursuant to this regulation the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 to include therein the policy for determination of "Legitimate purposes for sharing UPSI"

18. AUDITORS:

The matters related to Auditors and their Reports are as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act 2013 and rulesmade thereunder the Board of Directors appointed M/s. Todarwal & Todarwal CharteredAccountants (Firm Registration No. 111009W) as the Statutory Auditors of the Company fora period of five financial years from 01.04.2014 to 31.03.2019 and the shareholders haveaccorded their approval in the AGM held on 30th September 2014. M/s. Todarwal &Todarwal Chartered Accountants converted itself into a Limited Liability Partnership(LLP) under the provisions of the Limited Liability Partnership Act 2008 and is now knownas M/s. Todarwal & Todarwal LLP (Firm Regn. No.W100231) with effect from 14th July2017.

The five year term of Statutory Auditors expired on 31.3.2019 and as per the provisionof Section 139 of the Companies Act 2013 read with Rule 3(7) of Companies (Audit andAuditors) Rules 2014 they were eligible to be reappointed for a further period 3 years.Accordingly the Board approved and recommended their reappointment for further period of3 years beginning from 2019-20 to 2021-22 and the same was approved by the shareholders inthe Annual General Meeting held on 19th August2019.

(B) Audit Report: During the year 2019-20 no frauds have either occurred or noticedand/or reported by the Statutory Auditors under Section 143(12) of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 (as amended from time to time).

The observations if any made by the Statutory Auditors in their Audit Report readwith the relevant notes thereof as stated in the Notes to the Audited Financial Statementsof the Company for the Financial Year ended 31st March 2020 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc and do notcall for any further information(s)/ explanation(s) or comments from the Board underSection 134(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 M/s. H. Maheshwari & Associates (Formerly AKM & Associates)Practicing Company Secretary (Membership No. ACS 26145 and Certificate of Practice No.10245) as the Secretarial Auditor of your Company to conduct Secretarial Audit for thefinancial year 2020-21.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the SecretarialAuditor in Form No. MR-3 for the financial year 2019-20 is annexed herewith vide‘Annexure - D' and forms integral part of this Annual Report. The said SecretarialAudit Report being devoid of any reservation(s) adverse remark(s) and qualification(s)etc. do not call for any further explanation(s)/ information or comment(s) from the Boardunder Section 134(3) (f)(ii) of the Companies Act 2013.

(E) Cost Auditor: In terms of Section 148 of the Act the Company is required to havethe audit of its cost records conducted by a Cost Accountant. In this connection theBoard of Directors of the Company has on the recommendation of the Audit Committeeapproved the appointment of M/s. Manisha & Associates as the cost auditors of theCompany for the year ending March 31 2021.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditorsas recommended by the Audit Committee and approved by the Board has to be ratified by themembers of the Company. Accordingly appropriate resolution forms part of the Noticeconvening the AGM. M/s. Manisha & Associates have vast experience in the field of costaudit and have been conducting the audit of the cost records of the Company for the pastseveral years.

The Company has maintained such accounts and records as per the aforesaid provisionsand further has filed Cost Audit Report for the financial year ended 31.03.2019 with theCentral Government in XBRL Mode within the time limit prescribed under the Companies Act2013.

19. 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-E' and are also available atthe Registered Office of the Company for inspection during its business hours up to thedate of AGM and any member interested in obtaining such information may directly write tothe Company Secretary of Company and the same shall be provided on such request.

20. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIESPROVIDED:

There are no investments made pursuant to Section 186 of the Companies Act 2013. TheCompany has not given any guarantee or provided security during the year under review. Theparticulars of loans and advances given by the Company during the financial year 2019-20are stated in Notes to the Audited Financial Statements of the Company as annexed to thisAnnual Report.

21. PARTICULARS OF CONTRACT(S)/ TRANSACTION(S) / ARRANGEMENT(S) WITH RELATED PARTIES:

The Company has not entered into any Related Party Contract(s)/Transaction(s)/Arrangement(s) during the financial year 2019-20 pursuant to Section 188(2) of the Companies Act 2013. Further in accordance with Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 there were no materiallysignificant related party contract(s)/ transaction(s)/arrangements entered by the Companywhich may have a potential conflict with the interest of the Company during the financialyear. The Policy on dealing with Related Party Transactions has been placed on theCompany's website and can be accessed at www.lloydsengg.in

22. LISTING OF SHARES:

The Equity Shares of the Company are continued to be listed and actively traded on theBombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The listingfees payable for the financial year 2020-2021 has been paid to both the Stock Exchanges(BSE & NSE).

23. DEMATERIALIZATION OF SHARES:

As on 31st March 2020 there were approximately 890377874 Equity Sharesdematerialized through depositories viz. National Securities Depository Limited andCentral Depository Services (India) Limited which represents about 99.07% of the totalissued subscribed and paid-up capital of the Company.

24. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:

Your Director's state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has complied with the provisions relating to theConstitution of Internal Complaints Committee under the aforesaid Act.

25. INTERNAL FINANCIAL 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.

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 directions for having a common Registrar and Share Transfer Agent endeavored theirbest to service the Investors satisfactorily. Your Company has constituted a Committeecomprising three Independent Directors of the Company to redress the investor grievancesand the Committee met during the year to assess and note the complaints received andattended by the Company and Registrar & Share Transfer Agent.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company confirms Compliance with the applicable requirements of SecretarialStandards 1 and 2.

28. 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. 2019-20:

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

b) Issue of shares (including sweat equity shares and ESOP) to employees of the Companyunder any scheme.

c) Instances with respect to voting rights not exercised directly by the employees ofCompany.

d) Neither the Managing Director nor the CFO of the Company receives any remunerationor commission from any other Company.

e) No significant or material orders were passed by the Regulators or Courts orTribunals which can impact the going concern status and Company's operations in future.

f) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2019-20hence the disclosure u/s 134(3) (ca) is not applicable.

29. ENCLOSURES:

a. Annexure - A: Corporate Governance Report;

b. Annexure-B: Report on Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo;

c. Annexure - C: Extract of Annual Return as of 31st March 2020 in the prescribed FormNo.MGT-9

d. Annexure - D: Secretarial Auditors Report in Form No. MR-3;

e. Annexure - E: Details of Personnel/Particulars of Employees.

30. ACKNOWLEDGEMENT

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

For and on behalf of the Board
Lloyds Steels Industries Limited
Sd/-
Date : 19th June 2020 Ashok Tandon
Place: Mumbai Managing Director