Your Directors are pleased to present the Company's Twenty EighthAnnual Report and the Company's Audited Financial Statements for the Financial YearEnded 31st March 2022.
1. FINANCIAL HIGHLIGHTS:
The Company's financial highlights for the year ended 31stMarch 2022 is summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||Current Year ||Previous Year |
| ||2021-22 ||2020-21 |
|Income from Operations ||5009.66 ||7005.09 |
|Other Income ||975.07 ||1309.37 |
|Total Income ||5984.73 ||8314.46 |
|Profit before Interest Depreciation & Tax ||1446.37 ||305.86 |
|Less: Finance Cost ||101.90 ||76.81 |
|Depreciation ||133.72 ||159.49 |
|Profit/(Loss) before tax ||1210.75 ||69.56 |
|Less: Tax Expenses (Net) ||616.03 ||19.19 |
|Profit/(Loss) for the Year ||594.72 ||50.37 |
|Other Comprehensive Income (Net) ||(0.44) ||54.79 |
|Total Comprehensive Income ||594.28 ||105.16 |
2. PERFORMANCE 2021-22:
During the year under review the Company achieved a turnover of '5009.66 Lakhs as compared to ' 7005.09 Lakhs in the previous year. The decreaseis mainly on account of the economic slowdown as a consequence of the ongoing COVID-19pandemic. The operating EBIDTA for the year is ' 1446.37 Lakhs as against ' 305.86 Lakhsin the previous year. The Company has posted a Profit Before Tax of ' 1210.75 Lakhsduring the year as against ' 69.56 Lakhs in the previous year after providing depreciationof ' 133.72 Lakhs (Previous Year ' 159.49 Lakhs) and has posted a Profit of ' 594.72 Lakhsas against ' 50.37 Lakhs in the previous year after considering tax expenses (Net) of '616.03 Lakhs (previous year ' 19.19 lakhs). The total Comprehensive Income for the currentyear is ' 594.28 Lakhs as against ' 105.16 Lakhs in the previous year after consideringOther Comprehensive Income of ' (0.44) Lakhs (Previous Year Other Comprehensive income '54.79 Lakhs).
3. CHANGE IN PROMOTERS:
During the year under review M/s. Shree Global Tradefin Ltd one of thesignificant shareholders of the company entered into a Share Purchase Agreement withPromotors of the company namely M/s. FirstIndia Infrastructure Private Ltd. (32.05%) andM/s. Metallurgical Engineering and Equipments Ltd (14.06%) to acquire their entirecombined shareholdings of 46.11% of your company which had triggered an open offer to bemade by M/s. Shree Global Tradefin Ltd. to the Shareholders of your Company in accordancewith the statutory rules and regulations. The Board of Directors further state that aftercompliance of all the procedural requirements with respect to the open offer andcompletion thereof M/s. Shree Global Tradefin Ltd has become the largest shareholder ofyour Company having controlling interest in the capacity of Promoters alongwith PersonsActing in Concert i.e. Mrs. Abha Gupta Mrs. Renu Gupta Mr. Mukesh R. Gupta Mr. RajeshR. Gupta and late Ms. Chitralekha Gupta (Mother in Law of Mrs. Abha Gupta) have and hasbeen classified as the Promoters of the Company holding majority stake of 53.42%.
4. FUTURE OUTLOOK:
The Company has acquired Plant consisting of land admeasuring 10583sq. mtrs. along with the Shed structures of 5132.15 sq. mtrs. erected thereon and allplant and machinery installed therein whether movable and to double its capacity formanufacturing medium and heavy equipment for future expansion and new project.
Also the Company is upgrading an existing shed equipped with a heavylift crane hook height of 15 meters and most modern manufacturing and material handlingfacilities. To augment its machining facility the company has also added CNC Tube sheetdrilling machine upto 1000 mm thickness so that it can be one of the few companies tocater to larger heat exchangers for various applications.
The capacity expansion at the Company's manufacturing facilitywill augment the captive requirements and boost external sales.
Further the Company is focusing to build a strong reputation as aresponsible corporate citizen and trail track record in delivering longer term stakeholdervalue and it can significantly enhance the company's brand value which is aquantifiable measure of its social and relationship capital with stakeholders.
5. TRANSFER TO RESERVE:
The Board of the Company do not propose to transfer any amount to anyreserve.
Based on the Company's performance the Directors are pleased torecommend for approval of members a final dividend of ' 0.05 per equity share (i.e. 5%) ofthe face value of ' 1/- each. The final dividend on equity shares if approved by themembers shall be subject to deduction of income tax at source.
The dividend payout has been determined in accordance with the DividendDistribution Policy of the Company.
Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time ("ListingRegulations") the Company had adopted the Dividend Distribution Policy which isavailable on the Company's website at:https://www.lloydsengg.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf
7. SHARE CAPITAL:
During the Financial Year 2021-22 the Company has issued and allotted165000000 Convertible Warrants of ' 1/- each at an issue price of ' 3.86 each(including premium of ' 2.86 each) aggregating to ' 636900000/- (Rupees Sixty ThreeCrores and Sixty Nine Lakhs) to persons belonging to Promoters/ Promoter Group onPreferential basis as approved by the shareholders of the Company on 12thNovember 2021.
During the Financial Year 2021-22 the Company has issued and allotted15180000 12% Optionally Fully Convertible Debentures ("OFCDs") of the facevalue of ' 13.65 each for cash aggregating to ' 207207000 (Rupees Twenty Crores SeventyTwo Lakhs Seven Thousand) to Non promoter category investors on a Preferential basis asapproved by the shareholders of the Company on 24th January 2022.
During the year under review the Authorized Share Capital of theCompany was increased from ' 900000000/- divided into 900000000 equity shares of ' 1each to ' 1100000000/- divided into 110.00. 00.000 equity shares of ' 1 each asapproved by the shareholders in Extraordinary General Meeting held on 12thNovember 2021. Further the Authorized Share Capital of the Company was increased from '1100000000/- divided into 1100000000 equity shares of ' 1 each to ' 1200000000/-divided into 120.00. 00.000 equity shares of ' 1 each as approved by the shareholders inExtraordinary General Meeting held on 24th January 2022.
The paid-up Equity Share Capital of the Company as on 31stMarch 2022 stood at ' 898698382.
8. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:
During the year under review there are no changes in the nature of thebusiness activities of the Company.
9. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is set out in this Annual Report as AnnexureB'.
10. BUSINESS RESPONSIBILITY REPORT
As mandated by the Securities and Exchange Board of India (SEBI) theBusiness Responsibility Report of the Company for the year ended 31st March2022 is annexed as Annexure C' and forms an integral part of thisReport.
11. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its financial statements forthe year ended 31st March 2022 as the Company doesn't have anySubsidiary Associates and Joint Ventures Companies.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY.
The ongoing Covid-19 pandemic since March 2020 followed by on-offlockdowns restrictions being imposed by the State Government and various authorities fromtime to time and continuing as on date of this report has severely impacted the deliveryschedules of various orders/jobs under execution by the Company. However your Company hastried to cope up with the situation to avoid and not to have an adverse effect on the cashflow and financial position of the Company.
13. PUBLIC DEPOSIT.
Your Company has neither invited nor accepted public deposits withinthe meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
14. EMPLOYEE STOCK OPTION SCHEME/PLAN
The Members of the Company at the Extraordinary General Meeting held on24th January 2022 approved the Lloyds Steels Industries Limited Employee StockOption Plan - 2021 ("LLOYDS STEELS ESOP -2021") for issue of Employee StockOptions to such eligible employees (as defined in the Scheme) of any present and futureGroup companies including Subsidiary(ies) Associate company(ies) and the Holding companyselected on the basis of criteria decided by the Board or a Committee thereof. The schemehas been implemented via Trust Route wherein the Company will issue and allot such numberof Equity Shares of ' 1/- (Rupee One Only) each not exceeding 44000000 (Four CroreForty Lakh) equity shares representing the aggregate 4.90% of the paid-up share capitalof the Company (as on the date of this resolution) as to trust and the trust will transferthe shares to the Employees who successfully exercised their vested options.
The Nomination and Remuneration Committee (NRC') of theBoard of Directors of your Company is entrusted with the responsibility of administeringthe plan and during the Financial Year 2021-22 and the committee has not granted any stockoption in pursuance thereof.
The above Scheme/Plan is in line with the Securities and Exchange Boardof India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 ("SBEB& SE Regulations"). The Company has obtained certificates from the Auditors ofthe Company stating that the Schemes have been implemented in accordance with the SBEB& SE Regulations and the resolutions passed by the members. The certificates areavailable for inspection by members in electronic mode at https://www.lloydsengg.in/wp-content/uploads/2022/07/Regulation- 13-SEBI-SBEB-SE-Regulations-2021.pdfand https:// www.llovdsengg.in/wp-content/uploads/2022/07/Regulation-14-SEBISBEB-SE-Regulations-2021.pdf
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL.
During the year under review there are following changes in the Boardof Directors of the Company.
Mukesh R. Gupta (DIN:00028347)
In accordance with the provisions of Companies Act 2013 and SEBI(LODR) Regulations 2015 Mr. Mukesh R. Gupta was appointed on 31st May2021 asChairman and Whole Time Director of the Company for the 3-year term starting from31.05.2021 to 30.05.2024 as approved by the shareholders of the Company in 27thAnnual General Meeting held on 15th July 2021.
Ashok Tandon (DIN:00028301)
Mr. Ashok Tandon has retired from the services on account ofsuperannuation from the closing business hours of 31st March 2021 andconsequently retired from the position of Managing Director. However he has beenappointed as a Non- Executive Director on the Board of the Company w.e.f. 01stApril 2021 as approved by the shareholders of the Company in 27th AnnualGeneral Meeting held on 15th July 2021.
Mr. R.M. Alegavi (DIN:03584302)
In accordance with the provisions of Companies Act 2013 and theArticles of Association of the Company Mr. R.M. Alegavi Non-Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.
Mr. K. M. Pradhan (DIN: 02749508)
In accordance with the provisions of Companies Act 2013 and SEBI(LODR) Regulations 2015 Mr. K.M. Pradhan was appointed on 11th September2020 as an Additional Non-Executive Director on the Board of the Company and wasRegularized in the Annual General Meeting held on 15th July 2021. However Mr.K.M. Pradhan's designation has been changed to Independent Director w.e.f. 22ndJuly 2021 to meet the Requirements of SEBI (LODR) 2015 pertaining to Board Compositionas approved by the shareholders of the Company in Extraordinary General Meeting held on 12thNovember 2021.
Mr. S.N. Singh (DIN:00398484)
Mr. S.N. Singh an Independent Director of the Company has completedhis first term on 31st August 2021. Mr. S.N. Singh has been reappointed for afurther term of five years w.e.f. 1st September 2021 to 31stAugust 2026 as approved by the shareholders of the Company in 27th AnnualGeneral Meeting held on 15th July2021.
Mrs. Bela Sundar Rajan (DIN:00548367)
Mrs. Bela Sundar Rajan an Independent Director of the Company hascompleted his first term on 31 st August 2021. Mrs. Bela Sundar Rajan has beenreappointed for a further term of five years w.e.f. 1st September 2021 to 31stAugust 2026 as approved by the shareholders of the Company in 27th AnnualGeneral Meeting held on 15th July2021.
Mr. Ashok Kumar Sharma (DIN: 09352764)
In accordance with the provisions of Companies Act 2013 and SEBI(LODR) Regulations 2015 Mr. Ashok Kumar Sharma was appointed as an Independent Directorfor a term of 5 years on the Board of the Company w.e.f. 14th October 2021 to13th October 2026 as approved by the shareholders of the Company inExtraordinary General Meeting held on 12th November 2021.
Statement of Board of Directors:
The Board of Directors of the Company are of the opinion that theIndependent Directors of the Company reappointed during the year possesses integrityrelevant expertise and experience required to best serve the interest of the Company.
16. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:
a. Number of Meetings of the Board: Total 9 (Nine) Board Meetingswere held during the Financial Year 2021-22 as required u/s 134 (3) (b) of the CompaniesAct 2013 the details of which are as under:
|Date of Board meetings ||Purpose |
|31st May 2021 ||Financial Results & General Purpose |
|22nd July 2021 ||Financial Results & General Purpose |
|14th October 2021 ||General Purpose |
|18th October 2021 ||Financial Results & General Purpose |
|28th October 2021 ||General Purpose |
|22nd November 2021 ||General Purpose |
|25th December 2021 ||General Purpose |
|27th January 2022 ||General Purpose |
|2nd February 2022 ||Financial Results & General Purpose |
In respect of such meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose. No circular resolutions were passed by the Company during the Financial Yearunder review.
b. Committees of the Board: The detailed information with regard tothe composition of Board and its Committee(s) and their respective meetings etc. arestated in the Corporate Governance Report of the Company which forms part of this AnnualReport.
c. Corporate Governance: The Company has taken adequate steps toensure that all mandatory provisions of Corporate Governance as prescribed under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are complied with. Asper Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance together witha certificate from the Company's Statutory Auditors forms part of this Report as AnnexureA'.
d. Performance Evaluation of the Board and its Committee(s): TheBoard has carried out an annual performance evaluation of its own performance and that ofits committees and individual directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
e. Meeting of the Independent Directors: During the year underreview the Independent Directors met on 2nd February 2022 inter alia to:
i) Review the performance of Non-Independent Directors and the Board ofDirectors as a whole;
ii) Review the performance of the Executive Director of the Companytaking into account the views of the 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. Theobservations made by the Independent Directors have been adopted and implemented.
f. Declaration by Independent Directors: All
Independent Directors have given declarations under section 149 (7)that they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 and Regulation 16 (b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
g. Familiarization Programme for Independent Directors: The Companyhas formulated a Programme for Familiarization of Independent Directors with regard totheir roles rights responsibilities nature of the industry in which the Companyoperates the business model of the Company etc. The details of the FamiliarizationProgrammes as conducted by the Company during the last fiscal are available on the websiteof the Company (www.llovdsengg.in). However during the year under review there was nochange in the nature of business of the company and its businessvertical/structure/operational strategy etc. which would have necessitated freshFamiliarization Programme for Independent Directors.
17. DIRECTORS' RESPONSIBILITY STATEMENT.
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsstate that:
1. in the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed and there are nomaterial departures from the same;
2. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit of the Company for the year ended on that date;
3. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the Directors have prepared the annual accounts on a goingconcern' basis;
5. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively and;
6. the Directors have devised proper systems and controls to ensurecompliance with the provisions of all applicable laws and that such systems and controlsare adequate and operating effectively.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The Information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo which is required to be given pursuant to theprovisions of section 134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies(Account) Rules 2014 is annexed hereto marked as Annexure D' and formspart of this report.
19. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Companyshall be available on the website of the Company www.llovdsengg.in.
20. VARIOUS POLICIES OF THE COMPANY.
In accordance with the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013 the Company hasformulated implemented various policies. All such Policies are available onCompany's website (www.llovdsenaa.in) under the Policies sub-caption of theInvestor Caption. The policies are reviewed periodically by the Board and updated based onneed 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. |
|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" |
|Risk Management Policy ||Policy on Materiality Of Related Party Transaction And Dealing With Related Party Transaction - The Policy is implemented as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The policy shall provide the pathway for the Related Party Transactions. The Risk Management policy is formulated and implemented by the Company 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. |
|Dividend Distribution Policy ||The dividend distribution policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. |
The matters related to Auditors and their Reports are as under:
(A) Statutory Auditor: Pursuant to Section 139 of the CompaniesAct 2013 and rules made thereunder the Board of Directors appointed M/s. Todarwal &Todarwal Chartered Accountants (Firm Registration No. 111009W) as the Statutory Auditorsof the Company for a period of five financial years from 01.04.2014 to 31.03.2019 and theshareholders have accorded their approval in the AGM held on 30th September2014. M/s. Todarwal & Todarwal Chartered Accountants converted itself into a LimitedLiability Partnership (LLP) under the provisions of the Limited Liability Partnership Act2008 and is now known as M/s. Todarwal & Todarwal LLP (Firm Regn. No. 111009W/W100231) with effect from 14th July 2017.
The five-year term of Statutory Auditors ended on 31.03.2019 and as perthe provision of Section 139 of the Companies Act 2013 read with Rule 3(7) of Companies(Audit and Auditors) Rules 2014 they were eligible to be reappointed for a further periodof 3 years. Accordingly the Board approved and recommended their reappointment forfurther period of 3 years beginning from 2019-20 to 2021-22 and the same was approved bythe shareholders in the Annual General Meeting held on 19th August2019.
Now the two terms of M/s. Todarwal & Todarwal LLP is expiring andthey are retiring in ensuing 28th Annual General Meeting.
Accordingly appointment of M/s. S Y Lodha and Associates CharteredAccountants (ICAI Firm Registration No. 136002W) is recommended for shareholders approvalin 28th Annual General Meeting as Statutory Auditors of the Company in theplace of retiring Statutory Auditors M/s Todarwal & Todarwal LLP CharteredAccountants Mumbai (ICAI Firm Registration No. 111009W/ W100231) and to authorize theBoard of Directors of the Company to fix their remuneration.
(B) Audit Report: During the year 2021-22 no frauds have eitheroccurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 (as amendedfrom time to time).
The observations if any made by the Statutory Auditors in their AuditReport read with the relevant notes thereof as stated in the Notes to the AuditedFinancial Statements of the Company for the Financial Year ended 31st March2022 are selfexplanatory and being devoid of any reservation(s) qualification(s) oradverse remark(s) etc; and do not call for any further information(s)/ explanation(s) orcomments from the Board under Section 134(3)(f)(i) of the Companies Act 2013.
During the year under review the Auditors have not reported any matterunder Section 143 (12) of the Act and therefore no detail is required to be disclosedunder Section 134 (3) (ca) of the Act.
(C) Secretarial Auditor: Pursuant to Section 204 of the CompaniesAct 2013 and the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the Board has Appointed Mr. Maharshi Rajesh Ganatra (Practicing CompanySecretary) having Membership No. 11332 and Certificate of Practice No. 14520 representingM/s. Maharshi Ganatra & Associates Practicing Company Secretary as the SecretarialAuditor of your Company to conduct Secretarial Audit for the Financial Year 2022-23.
(D) Secretarial Audit Report: Secretarial Audit Report as issued bythe Secretarial Auditor in Form No. MR-3 for the Financial Year 2021-22 is annexedherewith vide Annexure E' and forms integral part of this Annual Report.The said Secretarial Audit Report being devoid of any reservation(s) adverse remark(s)and qualification(s) etc. do not call for any further explanation(s)/ information orcomment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act 2013.
(E) Cost Auditor: In terms of Section 148 of the Act the Companyis required to have the audit of its cost records conducted by a Cost Accountant. In thisconnection the Board of Directors of the Company has on the recommendation of the AuditCommittee approved the appointment of M/s. Manisha & Associates as the Cost Auditorsof the Company for the Financial Year 2022-23.
In accordance with the provisions of Section 148(3) of the Act readwith Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remuneration payableto the Cost Auditors as recommended by the Audit Committee and approved by the Board hasto be ratified by the members of the Company. Accordingly appropriate resolution formspart of the Notice convening the AGM. M/s. Manisha & Associates have vast experiencein the field of cost audit and have been conducting the audit of the cost records of theCompany for the past several years.
(F) Cost Audit Report: The Company has maintained such accounts andrecords as per the aforesaid provisions and further has filed Cost Audit Report for theFinancial Year ended 31st March 2021 with the Ministry of Corporate Affairs inXBRL Mode within the time limit prescribed under the Companies Act 2013.
22. PERSONNEL/PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedare annexed hereto marked as Annexure F' and forms part of this report
23. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN ANDSECURITIES PROVIDED:
The particulars of loans and advances given by the Company during theFinancial Year 2021-22 are stated in Notes to the Audited Financial Statements of theCompany as annexed to this Annual Report.
24. PARTICULARS OF CONTRACT(s)/TRANSACTION(s)/ ARRANGEMENT(s) WITHRELATED PARTIES:
All related party transactions that were entered and executed duringthe year under review were at arms' length basis. As per the provisions of Section188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI (LODR)Regulations your Company had obtained approval of the Audit Committee under specificagenda items for entering into such transactions.
Particulars of contracts or arrangements entered into by your Companywith the related parties referred to in Section 188(1) of the Act in prescribed formAOC-2 is annexed herewith as Annexure G' to this Report.
Your directors draw attention of the members to notes to the financialstatements which inter-alia set out related party disclosures. The Policy on materialityof related parties' transactions and dealing with related parties as approved by theBoard may be accessed on your Company's website at the link: https://www.llovdsengg.in/policies/.
In terms of Regulation 23 of the SEBI LODR approval of the members forall material related party transactions has been taken. The details pertaining totransaction with person or entity belonging the promoter/promoter group which holds 10% ormore shareholding in the Company are mentioned in the Standalone Financial Statement.
25. LISTING OF SHARES:
The Equity Shares of the Company are continued to be listed andactively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange ofIndia Limited (NSE). The listing fees payable for the Financial Year 2021-22 has been paidto both the Stock Exchanges (BSE & NSE).
26. DEMATERIALIZATION OF SHARES:
As on 31st March 2022 there were 890431662 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.
27. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:
Your Director's state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Company has complied with the provisionsrelating to the constitution of internal complaints committee under the aforesaid Act andnecessary disclosures about the same have been provided in the Report on CorporateGovernance.
28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
29. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company confirms Compliance with the applicable requirements ofSecretarial Standards 1 and 2.
30. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIALALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER OF SEBI LODR REGULATIONS:
During the year under review the Company has raised funds by issuingthe 165000000 Warrants to Promoter/ Promoter Group of ' 1/- each at a premium of ' 2.86each and 15180000 Optionally Fully Convertible Debentures to non-Promoters at a facevalue of ' 13.65 each through preferential allotment.
The funds raised through the respective issues were utilized for thepurpose for which it was raised and in accordance with the objectives of the saidpreferential issue stated in the explanatory statement to the notice of general meetings.
31. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/ activities pertaining tothese matters during F.Y. 2021-22:
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 not exercised directly bythe employees of Company.
d) Neither the Executive Director nor the CFO of the Company receivesany remuneration or commission from any other Company.
e) No significant or material orders were passed by the Regulators orCourts or Tribunals which can impact the going concern status and Company'soperations in future.
f) No fraud has been reported by the Auditor in their Audit Report forFinancial Year 2021 -22 hence the disclosure u/s 134(3) (ca) is not applicable.
a. Annexure A : Corporate Governance Report;
b. Annexure B : Management Discussion and Analysis Report;
c. Annexure C : Business Responsibility Report;
d. Annexure D : Energy Conservation Technology Absorption andForeign Exchange Earnings and Outgo Report;
e. Annexure E : Secretarial Auditors Report in Form No. MR-3;
f. Annexure F : Details of personnel/particulars of employees;
g. Annexure G : AOC -2
Your Directors place on record their sincere appreciation and gratitudefor the assistance 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.