Your Directors are pleased to present the Company's Twenty Seventh Annual Report andthe Company's Audited Financial Statements for the Financial Year Ended 31stMarch 2021.
1. FINANCIAL HIGHLIGHTS:
The Company's financial highlights for the year ended 31st March 2021 issummarized below:
(Rs in Lakhs)
|Particulars ||Current Year ||Previous Year |
| ||2020-21 ||2019-20 |
|Income from Operations ||7005.09 ||11446.48 |
|Other Income ||1309.37 ||829.87 |
|Total Income ||8314.46 ||12276.35 |
|Profit before Interest ||305.86 ||538.95 |
|Depreciation & Tax || || |
|Less : Finance Cost ||76.81 ||54.46 |
|Depreciation ||159.49 ||157.20 |
|Profit/(Loss) before tax ||69.56 ||327.29 |
|Less: Tax Expenses (Net) ||19.19 ||78.24 |
|Profit/(Loss) for the Year ||50.37 ||249.05 |
|Other Comprehensive ||54.79 ||36.33 |
|Income (Net) || || |
|Total Comprehensive Income ||105.16 ||285.38 |
2. PERFORMANCE 2020-21:
During the year under review the Company achieved a turnover of Rs 7005.09 Lakhs ascompared to Rs 11446.48 Lakhs in the previous year. The decrease is mainly on account ofthe economic slowdown as a consequence of the COVID-19 pandemic. The operating EBIDTA forthe year is Rs 305.86 Lakhs as against Rs 538.95 Lakhs in the previous year. The Companyhas posted a Profit Before Tax of Rs 69.56 Lakhs during the year as against Rs 327.29Lakhs in the previous year after providing depreciation of Rs 159.49 Lakhs (Previous YearRs 157.20 Lakhs) and has posted a Profit ofRs 50.37 Lakhs as against Rs 249.05Lakhs in the previous year after considering tax expenses (Net) of Rs 19.19 Lakhs(previous year Rs 78.24 Lakhs). The total Comprehensive Income for the current yearis Rs 105.16 Lakhs as against Rs 285.38 Lakhs in the previous year after considering OtherComprehensive Income of Rs 54.79 Lakhs (Previous Year Other Comprehensive income Rs 36.33Lakhs).
3. TRANSFER TO RESERVE:
The Board of the Company do not propose to transfer any amount to any reserve.
In order to conserve the resources the Board of Directors has not recommended anydividend for the year ended 31st March 2021.
5. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:
During the year under review there are no changes in the nature of the businessactivities of the Company.
6. 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 MarineLoading/Unloading Arms Truck/Wagon Loading/Unloading Arms Columns Pressure VesselsDryers Boilers Power Plant Steel Plant Equipments Capital Equipments and execution ofTurnkey and 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 Energies France (earlier Technip FMC /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 equipment's such as Column Pressure Vessels Dryers Boiler PackageConstruction of Mounded Vessels and Fire Water Tanks Spares carried out erectioninstallation and commissioning work and provided technical services to various Public andPrivate Sector Companies and
Government Bodies /Agencies in diversified areas and fields broadly covering Refinery& Petroleum Oil & Gas Power Steel Plant Equipments Mining Nuclear ProjectsPorts and Naval Shipyard amongst others.
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 manufactureand assembly 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 despite the prevailing Pandemic and actively looking forobtaining further orders/execution of works in India and Abroad. The Company's orderposition as on 01.04.2021 stands at Rs 211.05 Crores a major portion of which the Companyhopes to execute during the current financial year barring unforeseen circumstances.
a. Engineering Industry and Business Overview:
The prospects of Indian Engineering Industry has been affected by the sudden Covid-19pandemic since March 2020 which has an adverse effect on the overall industrial scenarioand business prospects as the expansion plans of various industries are on slow track andthere is severe competition towards securing orders as the country's projected growth rateis on slower pace.
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. We are up-grading our skills modernization andcost saving to the extent possible. Risk and concerns are being addressed on a continuousbasis.
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 allindependent functions are regularly undertaken. Cross functional activities areperiodically 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.
f. Key Financial Ratios:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018)(Amendment) Regulations 2018 the Company is required to give details of significantchanges (change of 25% or more as compared to the immediately previous financial year) inkey financial ratios.
The Company has identified the following ratios as key financial ratios:
|Particulars ||2020-21 ||2019-20 |
|Operating Profit Margin(%) ||2.09 ||3.34 |
|Net Profit Margin (%) ||0.72 ||2.18 |
|Return on Net Worth (%) ||0.56 ||2.77 |
|Current Ratio ||4.33 ||3.60 |
|Inventory Turnover Ratio ||2.79 ||3.31 |
|Debtors Turnover Ratio ||4.18 ||1.94 |
Interest Coverage Ratio and Debt Equity Ratio are not relevant for the Company as ithas negligible debt.
There has been change of 25% or more as compared to the immediately previous financialyear in key financial ratios due to impact of COVID-19.
The return on net worth has decreased due to the decrease in the profits of the Companyfrom Rs 249.05 Lakhs in the previous Financial Year 2019-20 to Rs 50.67 Lakhs in theCurrent Financial Year 2020-21.
7. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its financial statements for the year ended31st March 2021 as the Company doesn't have any subsidiary Associates andjoint ventures Companies.
8. 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 2021.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
The Outbreak of Covid-19 pandemic since March 2020 followed by the nationwide lockdownas well as lockdown and restrictions being imposed by the State Government and variousauthorities from time to time and continuing as on date of this report has seriouslyimpacted the delivery schedules of various orders/jobs under execution by the Company andconsequently has adversely affected 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ashok Tandon (DIN:00028301)
Mr. Ashok Tandon has retired from the services on account of superannuation from theclosing business hours of 31st March 2021 and consequently retired fromthe position of Managing Director. He has however been appointed as an Additional Non-Executive Director on the Board w.e.f. 01st April 2021 who shall hold officeup to the date of the ensuing Annual General Meeting of the Company.
Mr. R.M. Alegavi (DIN:03584302)
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. R.M. Alegavi Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forreappointment.
Mr. K.M. Pradhan (DIN: 02749508)
In accordance with the provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 Mr. K.M. Pradhan was appointed on 11th September 2020 as an AdditionalNon-Executive Director on the Board of the Company who shall hold office up to the date ofthe ensuing Annual General Meeting of the Company.
Mr. S.N. Singh (DIN:00398484)
Mr. S.N. Singh an Independent Director of the Company will be completing his presentterm on 31st August 2021. On the recommendation of the Nomination andRemuneration Committee the Board of Directors subject to the approval of shareholders inthe ensuing Annual General Meeting has reappointed Mr. S.N. Singh as an IndependentDirector of the Company for a further term of five years w. st September .f.12021 to 31st August 2026.
Mrs. Bela Sundar Rajan (DIN:00548367)
Mrs. Bela Sundar Rajan an Independent Woman Director of the Company will be completingher present term on 31st August 2021. On the recommendation of theNomination and Remuneration Committee the Board of Directors subject to the approval ofshareholders in the ensuing Annual General Meeting has reappointed Mrs. Bela Sundar Rajanas an Independent Woman Director of the Company for a further term of five years w.e.f. 1stSeptember 2021 to 31st August2026.
Mr. P.R. Ravi Ganesan
Mr. P.R. Ravi Ganesan Chief Financial Officer & Company Secretary of the Companyhas retired from the Company on account of superannuation from the closing hours of 31stDecember 2020.
Mr. Kalpesh P. Agrawal
The Board has appointed Mr. Kalpesh P. Agrawal as the Chief Financial Officer of theCompany with effect from 27th January 2021 to fill the vacancy caused due tothe retirement of Mr. P.R. Ravi Ganesan.
Ms. Meenakshi A. Pansari
The Board has appointed Ms. Meenakshi A. Pansari as the Company Secretary andCompliance Officer of the Company with effect from 27th January 2021 to fillthe vacancy caused due to the retirement of Mr. P.R. Ravi Ganesan.
Statement and Disclosure of material event by the Board of Directors:
The Board of Directors of the Company are of the opinion that the Independent Directorsof the Company reappointed during the year possesses integrity relevant expertise andexperience required to best serve the interest of the Company.
The Board of Directors further state that during the year under review M/s. ShreeGlobal Tradefin Ltd one of the into significant a Share Purchase Agreement with Promotorsof the Company namely M/s. FirstIndia Infrastructure Private Ltd. (32.05%) and M/s. fromthe Company's StatutoryMetallurgical Engineering and Equipments Ltd. (14.06%) to acquiretheir entire combined shareholdings of 46.11% of your Company which had triggered an openoffer to be made by M/s. Shree Global Tradefin Ltd. to the Shareholders of your Companyin accordance with the statutory rules and regulations.
The Board of Directors further state that after compliance of all the proceduralrequirements with respect to the open offer and completion thereof M/s. Shree GlobalTradefin Ltd. has become the largest shareholder of your Company having controllinginterest in the capacity of promoters.
Consequently Mr. Mukesh R. Gupta is having DIN: 00028347 and having a promoterinterest in Shree Global Trade Fin Ltd. has been appointed in the Board of the Company asa Whole Time Director with effect from 31.05.2021 based on the recommendations of theNomination and Remuneration Committee subject to Shareholder Approval in the ensuingAnnual General Meeting. The Board has further appointed Mr. Mukesh R. Gupta as Chairman ofthe Company.
12. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:
a. Number of Meetings of the Board: Total 6 (Six)
Board Meetings were held during the financial year 2020-21 as required u/s 134 (3) (b)of the Companies Act 2013 the details of which are as under:
|Date of Board meetings ||Purpose |
|19th June 2020 ||Financial Results & General Purpose |
|11th September 2020 ||Financial Results & General Purpose |
|11th November 2020 ||Financial Results & General Purpose |
|27th January 2021 ||General Purpose |
|10th February 2021 ||Financial Results & General Purpose |
|24th March 2021 ||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 compositionof Board and its Committee(s) and their respective meetings etc. are stated in theCorporate Governance 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. As per Regulation 34(3)Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on corporate governance together with a certificateforms part of this Report (Annexure A).
d. Performance Evaluation of the Board and it's Committee(s): The Board has carriedout an 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 theIndependent Directors met on 10th February 2021 inter alia to: i) Review theperformance of Non Independent Directors and the Board of Directors as a whole; ii) Reviewthe performance of the Managing Director of the Company taking into account the views ofthe Directors; iii) Assess the quality content and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.
All the Independent Directors were present at this meeting. The observations made bythe Independent Directors have been adopted and implemented.
f. Declaration by Independent Directors:
All Independent Directors have given declarations under section 149 (7) that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
g. Familiarization Programme for Independent Directors:
The Company has formulated a Programme for Familiarization of Independent Directorswith regard to their roles rights responsibilities 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 the last fiscal areavailable on the website of the Company (www.lloydsengg.in). However during the yearunder review there was no change in the nature of business of the company and itsbusiness vertical/structure/operational strategy etc. which would have necessitatedfresh Familiarization Programme for Independent Directors.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that: 1. inthe preparation of the annual accounts for the year ended 31st March 2021 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 2021 and ofthe profit of the Company for the year ended on that date; 3. the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor 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.
14. 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.
15. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company www.lloydsengg.in
16. 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 Risk Management Policy ||The Policy provides framework for dealing with the securities of the Company in mandated manner. |
| ||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" |
The matters related to Auditors and their Reports are as under: (A) Statutory Auditor:Pursuant to Section 139 of the Companies Act 2013 and rules made thereunder the Board ofDirectors appointed M/s. Todarwal & Todarwal Chartered Accountants (Firm RegistrationNo. 111009W) as the Statutory Auditors of the Company for a period of five financialyears from 01.04.2014 to 31.03.2019 and the shareholders have accorded their approval inthe AGM held on 30th September 2014. M/s. Todarwal & Todarwal CharteredAccountants converted itself into a Limited Liability Partnership (LLP) under theprovisions of the Limited Liability Partnership Act 2008 and is now known as M/s.Todarwal & Todarwal LLP (Firm Regn. No.W100231) with effect from 14th July2017.
The five year term of Statutory Auditors ended on 31.3.2019 and as per the provision ofSection 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 of 3years. Accordingly the Board approved and recommended their reappointment for furtherperiod of 3 years beginning from 2019-20 to 2021-22 and the same was approved by theshareholders in the Annual General Meeting held on 19th August2019.
(B) Audit Report: During the year 2020-21 no frauds have either occurred ornoticed 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 timeto 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 2021 areself-explanatory and being devoid of any reservation(s) qualification(s) or adverseremark(s) etc; and do not call for any further information(s)/ explanation(s) or commentsfrom the Board under Section 134(3)(f)(i) of the Companies Act 2013.
During the year under review the Auditors have not reported any matter under Section143 (12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
(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. Hemaantt Maheshwari & Associates Practicing Company Secretary(Membership No.ACS 26145 and Certificate of Practice No.10245) as the Secretarial Auditorof your Company to conduct Secretarial Audit for the financial year 2021-22.
(D) Secretarial Audit Report: Secretarial Audit Report as issued by the SecretarialAuditor in Form No. MR-3 for the financial year 2020-21 is annexed herewith vide Annexure- C' 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. do 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: In terms of Section 148 of the Act the Company is required tohave the 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 31st March 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 Notice convening the AGM. M/s.Manisha & Associates have vast experience in the field of cost audit and have beenconducting the audit of the cost records of the Company for the past several 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 31.03.2020 with theCentral Government in XBRL Mode within the time limit prescribed under the Companies Act2013.
18. PERSONNEL/PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read with rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therequisite details are annexed herewith vide Annexure-D' and forms part ofthis report.
19. 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 2020-21are stated in Notes to the Audited Financial Statements of the Company as annexed to thisAnnual Report.
20. 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 2020-21 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
21. 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 of India Limited (NSE).The listing fees payable for the financial year 2020-21 has been paid to both the StockExchanges (BSE & NSE).
22. DEMATERIALIZATION OF SHARES:
As on 31st March 2021 there were approximately 890391289 EquityShares dematerialized through depositories viz. National Securities Depository Limited andCentral Depository Services (India) Limited which represents about 99.08% of thetotal issued subscribed and paid-up capital of the Company.
23. 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 and necessarydisclosures about the same have been provided in the Report on Corporate Governance.
24. 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.
25. 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 grievances and the Committee metduring the year to assess and note the complaints received and attended by the Company andRegistrar & Share Transfer Agent.
26. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company confirms Compliance with the applicable requirements of SecretarialStandards 1 and 2.
27. 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. 2020-21: a) Issue of equity shares with differential rights as to dividendvoting or otherwise. b) Issue of shares (including sweat equity shares and ESOP) toemployees of the Company under any scheme. c) Instances with respect to voting rights notexercised directly by the employees of Company. d) Neither the Managing Director nor theCFO of the Company receives any remuneration or commission from any other Company. by thee) No significant Regulators or Courts or Tribunals which can impact the going concernstatus and Company's operations in future. f) No fraud has been reported by the Auditor intheir Audit Report for F.Y. 2020-21 hence the disclosure u/s 134(3) (ca) is notapplicable.
g) The Company has not raised any funds through preferential allotment or qualifiedinstitutions placement as specified under Regulation 32 (7A) of the Listing Regulations.
a. Annexure A: Corporate Governance Report;
b. Annexure B : Report on Energy Conservation Technology Absorption andForeign Exchange Earnings and Outgo;
c. Annexure - C: Secretarial Auditors Report in Form No. MR-3;
d. Annexure D: 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 |
| ||Lloyds Steels Industries Limited |
| ||Sd/- |
|Date: 31st May 2021 ||Mukesh R. Gupta |
|Place: Mumbai ||Chairman |