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Your Directors are pleased to present the Companys Forty-First (41st) Annual Report and the Companys Audited Financial Statement for the financial year ended 31st March, 2018.
1. FINANCIAL PERFORMANCE
The Companys financial performance, for the year ended 31st March, 2018 is summarized below:
|(Rs. in Lakhs)|
|Particulars||Current Year||Previous Year|
|Total Income :||44,795.45||41,491.39|
|Profit before Interest,|
|Depreciation & Tax||4,112.80||2,879.05|
|Less : Finance Cost||1,041.38||1,016.39|
|Profit/(Loss) before tax||1,703.41||557.20|
|Less : Tax Provision||-||-|
|Net Profit/ (Loss) after||1,703.41||557.20|
2. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS
Your Company had adopted IND AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 (the Act) and guidelines issued by the Securities and Exchange Board of India ("SEBI"). Your Company has published Ind AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017.
3. OPERATIONS AND OVERALL PERFORMANCE
Sponge iron Industries Scenario
India was the worlds third-largest steel producer in 2017. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to Indias manufacturing output. The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for continuous modernization and up-gradation of older plants and higher energy efficiencylevels.Indiansteelindustriesare in the world. Sources of power classified into three categories such as major producers, main producers and secondary producers.
Indias crude steel output grew 5.87 per cent year-on-year to 101.227 million tonnes (MT) in CY 2017. Crude steel production reached 93.183 MT during April-February 2017-18. Indias finished steel exports rose 102.1 per cent to 8.24 MT, while imports fell by 36.6 per cent to 7.42 MT in 2016-17. Exports and Imports of iron and steel stood at 14.6 MT and 13.1 MT during April-February 2017-18, respectively. Total consumption of finished steel stood at 81.943 MT during April-February 2017-18. Steel industry and its associated mining and metallurgy sectors have seen a number of major investments and developments in the recent past.
According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000December 2017.
Government of Indias focus on infrastructure and restarting road projects is aiding the boost in demand for steel. Also, further likely acceleration in rural economy and infrastructure is expected to lead to growth in demand for steel.
The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030. Metal Scrap Trade Corporation (MSTC) Limited and the Ministry of Steel have jointly launched an e-platform called MSTC Metal Mandi under the Digital India initiative, which will facilitate sale of finished and semi-finished steel products.
The Ministry of Steel is facilitating setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of 200 crore (US$ 30 million).
India is expected to overtake Japan to become the worlds second largest steel producer soon, and aims to achieve 300 million tonnes of annual steel production by 2025-30. India is expected to become the second largest steel producer in the world by 2018, based on increased capacity addition in anticipation of upcoming demand, and the new steel policy, that has been approved by the Union Cabinet in May 2017, is expected to boost Indias steel production. Huge scope for growth is offered by Indias comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors.
Power Industries Scenario
Power is one of the most critical components of infrastructure crucial for the economic growth and welfare of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy. Indias power sector is one of the most diversified range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.
India ranks third among 40 countries in EYs Renewable Energy Country Attractiveness Index, on back of strong focus by the government on promoting renewable energy and implementation of projects in a time bound manner. India has moved up 73 spots to rank 26th in the World Banks list of electricity accessibility in 2017. In September 2017, the Government of India launched the Saubhagya scheme to provide electricity connections to over 40 million families in rural and urban areas by December 2018 at a cost of US$ 2.5 billion. Indian that power sector is undergoing a significant has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of Indias focus on attaining Power for all has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).
Total installed capacity of power stations in India stood at 3,34,146.91 Megawatt (MW) as on February, 2018. The Ministry of Power has set a target of 1,229.4 billion units (BU) of electricity to be generated in the financial year 2017-18, which is 50 BUs higher than the target for 2016-17. The annual growth rate in renewable energy generation has been estimated to be 27 per cent and 18 per cent for conventional energy.
The total estimated potential of tidal energy in India is about 8,000 megawatt (MW), of which 7,000 MW is in the Gulf of Kambhat, 1,200 MW is in the Gulf of Kutch and 100 MW in the Gangetic Delta. The number of small hydro power projects set up in India stood at 1,085 with total installed capacity of 4,399.355 megawatt (MW) as of November 30, 2017.
REVIEW OF OPERATIONS
The Total Income of the Company was 447.95 crores during the year as against 414.91 crores in the previous year, showed increased or decreased of 7.96%. The Company has reported net profit of 17.03 crores during the year under review as against profit of 5.57 crores in the previous year.
SETTING-UP MINERAL BASED STEEL PLANT
The Company during the period under review has in the process of setting-up mineral based steel plant proposed to be setup at Konsari Village, Chamroshi Tehsil, Gadchiroli District for manufacturing of Sponge Iron, Electric Power Generation with Waste Heat Recovery Boiler, Crushing and Screening of Iron Ore, Pelletisation of Iron Ore and Beneficiation of Iron Ore. In this regard the company signed as memorandum of undertaking on 15.02.2018 with Government of Maharashtra during the Magnetic Maharashtra Convergence 2018. By this Memorandum of Undertaking the Company has agreed to make an investment of 700 Crores provided that the Government of Maharashtra will facilitate the Company to obtain necessary permission / registrations / approvals / clearances / fiscal incentives etc. from the concerned department of the state, as per the existing policies / rules and regulations of the Government of Maharashtra and the expected date of commencement of initial production would be 30th June, 2020.
IRON ORE MINING ACTIVITIES
In respect of Iron ore mining activities, the Company has resumed the iron ore mining operations and mining activities are carried out regularly at the Surjagarh area of Gadchiroli district that was stopped for the rainy season, as rains often hamper mobility in the remote district. Due to Naxalites threat mining takes place under police protection at Surjagarh. Around 200 strong force is deployed in the area to ensure safe transport of iron ore from the mines. The Company has received all the necessary approval from the concerned authority and 20 years mining lease is now in principal extended upto 50 years and we are awaiting for the formal signing lease agreement.
As per the mining report, the mining reserve is around 90 Million MT and Minable reserve is around 68 Million MT. Government of Maharashtra has supported us in every possible manner because this is the first mining in the Gadchiroli district and road is being developed from mine to main road.
The Company is at present undertaking only surface mining and the entire mined Iron Ore is used for captive consumption. It also has plans to start a Sponge Iron plant in the Gadchiroli district. Iron ore which is the raw material will be sourced from the Surjagarh mine. However, in order to start the plant, the company needs to have an assured supply from the mine first. At present only Float ore mining is done and shortly open Cast Mining will commence as per the mining plan. To get sizeable quantity advanced machinery will have to be deployed for excavation.
SPONGE IRON DIVISION
The production of Sponge Iron Division during the year under review was 1,71,320 MT against 1,83,007 MT in the previous year showing decrease of 6.82%. The total income of the division was 347.37 Crores (including trading) as against 342.12 Crores during the previous year, showing increase of 7.21% as a result increase in trading of Steel and realization of high price of sponge iron.
The production of the division was 24.59 MWH during the year under review as compared to 23.54 MWH for the previous year. The total income of the division was 63.83 Crores during the year under review as against 63.46 Crores during the previous year showing an increase of 0.59%.
ENVIRONMENT & SOCIAL OBLIGATION
The Company maintains the pollution free environment in and around its plant. The Companys plant complies with all norms set up for clean & better environment by Competent Authorities.
4. MANAGEMENT DISCUSSION AND ANALYSIS
The management of Lloyds Metals and Energy Limited presents its analysis report covering performance and outlook of the Company. The core business of the Company is manufacturing of sponge Iron and generation / distribution of Power. The management accepts responsibility for integrity and objectivity of the financial statements.
a) Industry structure and development: Industry structure and development: Sponge iron is an intermediate product; a source of metallics for the secondary steel making through EAF or EOF/IF route. Other sources of metallics are either steel scrap and hot metal produced in the blast furnace. Steel scrap becomes a direct substitute of sponge iron; since both of them are tradable commodities, unlike hot metal.
Further, sponge iron industry is also classified into two categories (i) gas based and (ii) coal based using coal as reductant. Lloyds Metals and Energy Limited is a coal based sponge iron producer.
b) Opportunities and threats: Opportunities abound in growing economies and opening of economy in India has created opportunities for India enterprise to move beyond national boundaries as well to create productive assets. Presently, the Company is consolidating its gains out of creating additional production capabilities.
Competition in Steel industry is escalating and technological changes will spur or drag the forward march of individual units in steel industry. Supply side could also be an issue in next few years because of increase in production capacity by steel industry in India and expression of interest by foreign companies to set up new steel making units. However, coming years are also going to witness substantial additions particularly in the Asian regions. The Companys thrust on improving productivity and reducing cost of production will, in such a scenario, help in forging ahead in globally competitive environment.
c) Segment-wise performance: The Company is operating two segments, Iron and Steel and Power Generation. Segment Wise results are given at Note No. 33 of significant accounting policies & notes to financial statements. The Company has no activity outside India.
d) Outlook: The basic aim of the Company is to be able to produce Sponge Iron and Steel Products as per market requirements and be able to manage market trends to its advantage. "Opportunities abound in growing economies and opening of economy in India has created opportunities for Indian enterprise to move beyond national boundaries as well to create productive assets".
The Company is currently engaged in steel and steel related products activity and is looking for new avenues of business in various areas like infrastructure and trading. Since Infrastructure has linkages to other industries like cement, brick and steel through backward and forward linkages. The outlook for the industry looks reasonable, since India has good iron ore deposits, skilled manpower and growing demand for steel. The improved demand is expected to continue in the current fiscal as well on the back of ongoing government funded infrastructure projects. In spite of a downturn in the Global Steel demand, Indian steel demand could survive showing a upward trend, setting a road ahead for the growth of the domestic steel industry in the long run. The upward trend is expected to be continued on account of fiscal measures taken by the Government such as infusion of funds for development of infrastructure sector, introduction of stimulus packages for revival of industry besides factors like increase in consumption and production of steel, upcoming infrastructure and Greenfield projects, stabilization of prices etc. The National Steel Policy has a target for taking Indian Steel production upto 110 MT by 2019-20.
e) Risk and concerns: Global economic uncertainties have affected Indias economy, Key risks synonymous to industry include the global recessionary trend, economic slowdown, increase in financial charges, non-availability (or undue increase in cost) of raw materials, such as , iron ore, coal and labour etc., coupled with market fluctuations. The Company does not apprehend any inherent risk in the long run, with the exception of certain primary concerns that have afflicted the progress of our industry in general, like:
Shortage of Labour
Rising manpower and material costs,
Approvals and procedural difficulties.
Lack of adequate sources of finance.
Apart from this Industry is highly labour intensive and is subject to stringent labour laws. Your
Company has identified the major thrust areas to concentrate on, which it believes to be critical to achievement of organizational goals. Company annually re-views the List of Risk Area to identify potential business threats and suitable corrective actions are initiated. Confirmations of compliance with appropriate statutory requirements are obtained from the respective units/divisions. Corporate Governance Policy clearly laying down roles, duties and responsibilities of various entities in relation to risk management is in place.
f) Mitigation of Risks: The Company in order to mitigate the risks, threats and concerns, is taking necessary short term and long term steps like exploring Open Access Market for sale of power, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long term.
g) Internal control system and Audit: The Company believes in systematic working and placing of proper checks. Proper systems are in place and regular reviews are held at higher levels to check efficacy and relevance of these systems. These reviews also prescribe changes wherever required. The internal auditors of the company conducts audit of various department and areas. Their reports are placed before the Audit Committee, which reviews these reports and comments/suggestions of the Internal Auditors. The Audit Committee also oversees financial systems/procedures and internal controls and is competent to call for any information/ document from any department.
h) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head Financial Performance & Operations and Overall Performance in the current year.
i) Human resources and industrial relations: Human Resources Department ("HRD") works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental in attaining the Companys goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior management is easily accessible for counseling and redressal of grievances. The HR department continuously strives to maintain and promote harmony and co-ordination among workers, staff and members of the senior management. The total number of employees as on 31st March, 2018 was 334.
Cautionary Statement: The Management Discussions and Analysis describe Companys projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.
With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31st March, 2018.
6. TRANSFER TO RESERVES
During the year under review, no amount was transferred to general reserves.
7. SHARE CAPITAL
During the financialyear under review, there is no change in the Capital Structure of the Company and accordingly, the Issued, Subscribed and paid-up Share Capital of the Company stand at 22,25,82,580 as on 31st March, 2018
8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF
During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.
9. PUBLIC DEPOSIT
Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no specific details prescribed in Rule 8(1) of the Companies
(Accounts) Rules, 2017 are required to be given or provided.
10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS
The Company is not having any subsidiary Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in the composition of the Board of Directors during the reporting period, however, the Board has re-appointed Mr. Babulal Agarwal as Managing Director with revision/ modification in the existing remuneration with the consent of the shareholders accorded in last AGM held on 19th September, 2017. Further, Mr. Rajesh R. Gupta (DIN: 00028379), Non-Executive and promoter Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The following are the Key Managerial Personnel of the Company:
Mr. Babulal Agarwal - Managing Director
Mr. Riyaz Shaikh Chief Financial Officer
Mr. Nitesh Tanwar Company Secretary
During the year 2017-18, there were no changes in Key Managerial Personnel of the Company.
a) Declaration by Independent Directors: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during last fiscal are available on the website of the Company (www.lloyds.in). However during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors.
12. ESOP /STOCK APPRECIATION RIGHTS SCHEMES Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 : The Members of the Company at their 40th Annual General Meeting held on September 19, 2017 approved the Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 ("the Scheme") for the benefit to the present and /or future permanent employees of the Company including its holding and subsidiaries, in accordance with the applicable laws. The scheme will be implemented via Trust Route wherein the Company will issue and allot fresh 1,11,29,129 Equity Shares i.e 5% of current paid-up share capital of the Company as on 31st March, 2017 to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.
Later on the scheme was ratified by the shareholder through Postal Ballot and result of same was announced on 08th March, 2018. The scheme has become effective from date of approval of members of the Company for ratification of the scheme. The Nomination and
Remuneration Committee (NRC) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the financial year 2017-18 and the committee has not granted any stock option in pursuance thereof.
13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE
a) Number of Meeting of the Board: The Board met 5 (Five) times during financial year 2017-18 viz. 12th April, 2017; 18th July, 2017; 07th August, 2017; 25th October, 2017 and 22nd January, 2018. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.
b) Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of Company, for sake of brevity, which forms part of this Annual Report.
c) Corporate Governance: The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral from the part of this Report. The requisite certificate Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as Annexure-D and forms part of this report.
d) Performance evaluation of the Board and its Committee(s): The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
e) Meeting of Independent Directors: During the year under review, the Independent Directors met on 22nd January, 2018, inter alia, to:
a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;
b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.
14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNING AND OUTGO
The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions 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-A and forms part of this report.
The matters related to Auditor and their Reports are as under:
(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Company to be held in 2022. Further the Shareholders approval has been accorded in last AGM held on 19th September, 2017.
Further, the provision of ratification of appointment of Statutory Auditor every year has been omitted by the companies (Amendment) act, 2017. Therefore ratification of Auditor is not required, although your company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2018-19.
(B) Audit Report: During the Financial Year 2017-18 there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).
The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31st March, 2018 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.
(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board has re-appointed Mr. K. C Nevatia, Practicing Company Secretary of (Membership No. FCS 3963 and Certificate Practice No. 2348) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2018-19.
(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2017-18 is annexed herewith 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. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f) (ii) of the Companies Act, 2013.
(E) Cost Auditor: As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.
The Board of Directors, on the recommendation of Audit Committee, has appointedrelated partyM/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of 30,000/- per annum and reimbursement of out of pocket expenses if any. As required under the Companies Act, 2013 a Resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.
16. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
1. In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;
2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively; and
6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED
Particulars of loans, advances and investments made by Company during the financial year 2017-18 are stated in Note No. 5 to Standalone Audited Financial Statements of Company as annexed to this Annual Report. Company has neither made any investment nor provided any guarantee or Security during the reporting period.
18. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:
All Related Party Contract(s)/Transaction(s)/Arrangement(s) entered by Company during F.Y. 2017- 18 were in its ordinary course of business and on arms length basis. According to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant transaction(s)/arrangements entered by the Company with the Related Parties which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval, wherever required. Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arms length basis, Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, have been stated in Note No. 32 to the Standalone Audited Financial Statement of Company forming part of this Annual Report. The Policy on dealing with Related Party Transactions has been placed on the Companys website and can be accessed at www.lloyds.in.
19. VARIOUS COMPANYS POLICIES
In accordance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Companys website (www.lloyds.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.
|Name of the||Brief Description|
|Whistle Blower or Vigil Mechanism Policy||The policy is meant for directors, stakeholders and employees etc. of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics etc.|
|Policy for Related Party Transactions||The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.|
|Policy for preservation of documents||The policy deals with the retention of corporate records of Company.|
|Policy for determination of materiality of events||This policy applies for determining and disclosures of material events taking place in the Company.|
|Archival policy||The policy deals with the retention and archival of corporate records of Company for a particular period, as may be applicable.|
|Code of conduct for Director(s) and Senior Management Personnel||The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs.|
|Nomination and Remuneration Policy||The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.|
|Corporate Social Responsibility Policy||The policy outlines the Companys strategy to bring about a positive impact on society through its activities/ programmes relating to Health, Happy Childhood, Education, Social welfare activities, Hunger eradication, Environmental Sustainability, Promoting Gender Equality, Upliftment for deserving and underprivileged sections of society, Promotion of sport, Art & Culture etc.|
|Code of Conduct for Prohibition of Insider Trading||The Policy provides framework for dealing with the securities of Company in mandated manner.|
20. LISTING OF SHARES
The Equity shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and during the period under review the Company has listed its Equity Shares with the Metropolitan Stock Exchange India Limited (MSE) with effect from 18th September, 2017 vide listing approval letter dated 14th September, 2017. The listing fees payable for the financial year 2018-2019 will be paid to both the Stock Exchanges (BSE & MSE) within due dates.
21. DEMATERIALIZATION OF SHARES
As on 31st March 2018, there were approximately 21,76,99,220 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 97.81% of the total issued, subscribed and paid-up capital of the Company.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Provision of Section 135(2) read with Schedule VII of the Companies Act, 2013, pertaining to Corporate Social Responsibility are applicable to our Company from financial year 2017-18 though the company is not required to spend 2% of average profit of last 3 years as the company has average net loss for last 3 Financial Years. Despite of that your Company has voluntarily spend some amount on the CSR activities during the period under review. The Details pertaining to the Corporate Social Responsibility (CSR) activities together with details of expenditure is enclosed herewith as Annexure B and the same is attached to this Report.
23. EXTRACT OF THE ANNUAL RETURN
The Extract of the Annual Return as on 31st March, 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) is furnished in the Annexure-C attached to this report, which forms an integral part of this report.
24. PERSONNEL/PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure-F and are also available at the
Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of the Company and the same shall be provided on such request.
25. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. INVESTOR SERVICES
The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
29. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2017-18:
a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
b. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
c. Issue of shares (including sweat Equity Shares and ESOP) to employees of the Company under any scheme.
d. Instances with respect to voting rights not exercised directly by the employees of Company.
e. Neither the Managing Director nor Chief Financial Officer of the Company receive any remuneration or commission from any other Company. passed by the
f. No significant Regulators or Courts or Tribunals which can impact the going concern status and Companys operations in future.
g. There was no revision of the financial statements of the Company during Financial Year 2017-18.
h. No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18, hence the disclosure u/s 134(3) (ca) is not applicable.
a) AnnexureA : Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;
b) AnnexureB : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;
c) AnnexureC: Extract of Annual Return as of 31st March, 2018 in the prescribed Form No. MGT-9.;
d) Annexure D : Corporate Governance Report;
e) AnnexureE: Secretarial Auditors Report in Form No. MR-3;
f) AnnexureF: Details of personnel/particulars of employees.
Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.
For and on behalf of the Board of Directors For Lloyds Metals and Energy Limited
|Date: 16th April, 2018||Mukesh R. Gupta|