Dear Members,
Your Directors are pleased to present the Company?s Twenty Ninth
Annual Report and the Company?s Audited Financial Statements for the Financial Year
Ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
The Company?s financial highlights for the year ended 31st
March, 2023 is summarized below:
(Rs in Lakhs)
| Particulars |
Current Year |
Previous Year |
|
2022-23 |
2021-22 |
| Income from Operations |
31,260.98 |
5,009.66 |
| Other Income |
579.63 |
975.07 |
| Total Income |
31,840.61 |
5,984.73 |
| Profit before Interest, Depreciation & Tax |
5,804.37 |
1,446.37 |
| Less: Finance Cost |
394.16 |
101.90 |
| Depreciation |
238.26 |
133.72 |
| Exceptional items |
250.00 |
- |
| Profit/(Loss) before tax |
4,921.95 |
1,210.75 |
| Less: Tax Expenses (Net) |
1,239.64 |
616.03 |
| Profit/(Loss) for the Year |
3,682.31 |
594.72 |
| Other Comprehensive Income (Net) |
32.07 |
(0.44) |
| Total Comprehensive Income |
3714.38 |
594.28 |
2. PERFORMANCE 2022-23:
During the year under review the Company achieved a revenue growth of
by approx. 524% in comparison to last F.Y. i.e. from 5,009.68 Lakhs of Last F.Y. to
31,260.98 Lakhs of Current F.Y., EBITDA growth by approx. 301% in comparison to last F.Y.
i. e. from 1,446.37 Lakhs of Last F.Y. to 5,804.37 Lakhs of current
F.Y. which is more than the total revenue of last F.Y. which was 5,009.66 Lakhs, PBT
growth by approx. 307% i.e. from 1,210.75 Lakhs of last F.Y. to Current F.Y. 4,921.95
Lakhs.
For more details on the Standalone performance, please refer to
Management Discussion & Analysis.
3. FUTURE OUTLOOK:
With a larger base of the order book to begin FY24, the roadmap is
quite steady to deliver higher growth in the coming years. The company plans to further
growth systematically to build over the larger base. The company aims to grow the order
book much faster from hereon, considering the growth visible in the CAPEX cycle across
Industries.
The company has already begun enhancing its capacities to ~2x of its
existing capacities. Along with fresh capacities, the company is also modernising &
overhauling the asset base. These efforts will provide sufficient headroom for growth in
the coming years.
The company?s order book is well diversified across all sectors
giving the advantage of being balanced and widespread across various industries. Besides
being diversified, the offerings are customised according to clientele needs. This will
enhance the company?s margin profile making it more sustainable and consistent going
ahead. Given the current improvement in the Defence sectors, the company is also eyeing
orders from them which is expected to bring in better returns. The company?s
endeavour remains to supply customised engineering solutions to customers in a most
time-bound and cost-efficient manner. Moreover, the Balance sheet strength of being Net
Debt Free will further strengthen the quality of growth.
Further, the Company focuses on building a strong reputation as a
responsible corporate citizen and a track record of delivering longer-term stakeholder
value. It can significantly enhance the company?s brand value, which is a
quantifiable measure of its social and relationship capital with stakeholders.
4. TRANSFER TO RESERVE:
The Board of the Company do not propose to transfer any amount to any
reserve.
5. DIVIDEND:
Based on the Company?s performance, the Directors are pleased to
recommend for approval of members a final dividend of 0.10 per equity share (i.e. 10%)
of the face value of 1/- each. The final dividend on equity shares, if approved by the
members, will subject to deduction of income tax at source.
The dividend payout has been determined in accordance with the Dividend
Distribution Policy of the Company Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
("Listing Regulations"), the Company had adopted the Dividend Distribution
Policy which is available on the Company?s website at
https://www.llovdsengg.in/wp-content/uploads/2022/05/ Dividend-Distribution-Policy.pdf
6. SHARE CAPITAL:
Convertible warrants
During the financial year 2022-23, out of total issued and allotted
16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,
9.00. 00.000 (Nine Crores) warrants were converted as requested by
warrant holders, at an issue price of 3.86 each (including premium of 2.86 each) as
approved by the Board of Directors of the Company on 19th May, 2022.
At the time of conversion of Convertible Warrants, Company received 75%
funds aggregating to 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty
Thousand).
Pursuant to the above conversion the paid-up Equity Share Capital has
been increased from 89,86,98,382 (Rupees Eighty- Nine Crores Eight Six Lakhs
Ninety-Eight Thousand Three Hundred and Eighty-Two Only) to 98,86,98,382 (Ninety-Eight
Crores Eighty-Six Lakhs Ninety-Eight Thousand Three Hundred and Eighty-Two Only).
12% Optionally Fully Convertible Debentures
As on 31st March, 2023, total 1,51,80,000, 12% Optionally
Fully Convertible Debentures ("OFCDs") of the face value of 13.65 each which
was issued and allotted for cash aggregating to 20,72,07,000 (Rupees Twenty Crores
Seventy-Two Lakhs Seven Thousand) to Non promoter category investors on a Preferential
basis as approved by the shareholders of the Company on 24th January, 2022
remain as it is and pending for conversion.
The paid-up Equity Share Capital of the Company as on 31st
March, 2023 stood at 98,86,98,382.
7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:
During the year under review, there was no changes in the nature of the
business activities of the Company.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is set out in this Annual Report as
‘Annexure-B?.
9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As mandated by the Securities and Exchange Board of India (SEBI), the
Business Responsibility Report of the Company for the year ended 31st March,
2023 is annexed as ‘Annexure-C? and forms an integral part of this Report.
10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its financial statements for
the year ended 31st March, 2023 as the Company does not have any Subsidiary,
Associates, and Joint Ventures Companies.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report.
12. 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.
13. EMPLOYEE STOCK OPTION SCHEME/PLAN:
The Members of the Company at the Extraordinary General Meeting held on
24th January, 2022 approved the Lloyds Steels Industries Limited Employee Stock
Option Plan - 2021("LLOYDS STEELS ESOP -2021") for issue of Employee Stock
Options to such eligible employees (as defined in the Scheme), of any present and future
Group Companies including Subsidiary(ies), Associate Company(ies) and the Holding company
(‘Eligible Employees?), selected on the basis of criteria decided by the Board
or a Committee thereof. The scheme has been implemented via Trust Route wherein the
Company will issue and allot such number of Equity Shares of 1/- (Rupee One Only) each
not exceeding 4,40,00,000 (Four Crore Forty Lakh) equity shares, representing in the
aggregate 4.90 % of the Paid-up Share Capital of the Company (as on the date of this
resolution) as to trust and the trust will transfer the shares to the Employees who
successfully exercised their vested options.
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 2022-23 the committee meeting held on 27th
October, 2022 has granted 1,00,61,000 stock option to eligible employees in pursuance
thereof.
The above Scheme/Plan is in line with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB
& SE Regulations"). The Company has obtained certificates from the Auditors of
the Company stating that the Schemes have been implemented in accordance with the SBEB
& SE Regulations and the resolutions passed by the members. The certificates are
available for inspection by members in electronic mode at
https://www.llovdsengg.in/wp-content/uploads/2023/06/DULY-
SIGNED-Compliance-certificate-under-Reg-13-LSIL.pdf and
https://www.lloydsengg.in/wp-content/uploads/2023/06/
Regulation-14-SEBI-SBEB-SE-Regulations-2021.pdf.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.
During the year under review there are following changes in the Board
of Directors of the Company
Mr. S.N. Singh (DIN:00398484)
Mr. S.N. Singh, an Independent Director of the Company has resigned
from the post of Independent Directorship of the Company from closing business hours of 18th
April, 2023. The Board, in the meeting held on 27th April, 2023 noted the
resignation and recorded the appreciation for assistance and guidance provided by Mr. S.N.
Singh during his tenure.
Ashok Tandon (DIN:00028301)
In accordance with the provisions of Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashok Tandon, Non-Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for reappointment.
Mr. R.M. Alegavi (DIN:03584302)
In accordance with the provisions of Companies Act, 2013 and the
Articles of Association of the Company, Mr. R.M. Alegavi, NonExecutive director of the
Company, retired by rotation at the 28th Annual General Meeting and offered
himself for reappointment.
Further, in accordance with the provision of SEBI (LODR) Regulations,
2015, approval of members is being accorded for continuation of his term as a
Non-Executive Director of the Company after attaining age of 75 years in the ensuing 29th
Annual General Meeting.
Statement of Board of Directors:
The Board of Directors of the Company are of the opinion that the
Independent Directors of the Company reappointed during the year possesses integrity,
relevant expertise and experience required to best serve the interest of the Company.
15. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE:
a. Number of Meetings of the Board: Total 7 (Seven) Board Meetings were
held during the financial year 2022-23 as required u/s 134 (3) (b) of the Companies Act,
2013 the details of which are as under:
| Date of Board meetings |
Purpose |
| 11lh May, 2022 |
Financial Results & General Purpose |
| 19th May, 2022 |
General Purpose |
| 20th July, 2022 |
Financial Results & General Purpose |
| 27th October, 2022 |
Financial Results & General Purpose |
| 17th January, 2023 |
General Purpose |
| 2nd February, 2023 |
Financial Results & General Purpose |
| 15th March, 2023 |
General Purpose |
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 the Company 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. 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 certificate from the Company?s Statutory Auditors, forms part of this Report as
‘Annexure-A?.
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 the Independent Directors: During the year under review,
the Independent Directors met on 2nd February, 2023 inter alia, to:
i) Review the performance of Non-Independent Directors and the Board of
Directors as a whole;
ii) Review the performance of the Managing Director of the Company
taking into account the views of the Directors;
iii) 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 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 the Companies Act, 2013 and 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 Directors with regard to their roles, rights, responsibilities, 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 the last fiscal are
available on the website of the Company (www.llovdsengg.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
fresh Familiarization Programme for Independent Directors.
16. DIRECTORS? RESPONSIBILITY STATEMENT.
Pursuant to Section 134(5) of the Companies Act 2013, your Directors
state that:
1. in the preparation of the annual accounts for the year ended 31st
March, 2023, 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, 2023 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 and controls to ensure
compliance with the provisions of all applicable laws and that such systems and controls
are adequate and operating effectively.
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo, 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-D? and forms part of
this report.
18. 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
available on the website of the Company www.llovdsengg.in
19. VARIOUS POLICIES OF THE COMPANY:
In accordance with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has
formulated, implemented and amended (as per the Companies (amendments) Act,
2017, SEBI (Prohibition of Insider Trading) (Amendment) Regulations,
2019) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 and other applicable provisions, Company has formulated various policies and the
Amended copy of all such Policies are available on Company?s website
(www.lloydsengg.in) under the head named as Corporate 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 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" |
| Criteria for making payments to NonExecutive Directors |
The Board has formulated a policy of criteria for making
payments to Non-Executive Directors in compliance with provisions of Schedule V read with
Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 |
| Risk Management Policy |
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. |
| Corporate Social Responsibility Policy |
The Corporate Social Responsibility (‘CSR?)
activities of the Company are governed through the Corporate Social Responsibility Policy
(‘CSR Policy?) approved by the Board and the same is formulated and implemented
in compliance with applicable provisions |
20. AUDITORS:
The matters related to Auditors and their Reports are as
under:
(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act,
2013 and rules made thereunder, two terms of M/s. Todarwal & Todarwal, Chartered
Accountants (Firm Registration No. 111009W), as the Statutory Auditors of the Company has
expired on conclusion of 28th AGM. Accordingly, Board of Directors of the
Company appointed M/s. S Y Lodha and Associates, Chartered Accountants (ICAI Firm
Registration No. 136002W) as Statutory Auditors of the Company for first term of five (5)
consecutive years from the conclusion of this 28th Annual General Meeting until
the conclusion of the 33rd Annual General Meeting of the Company to be held in
the year 2027.
(B) Audit Report: During the year 2022 - 23, no frauds have either
occurred or 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, if any, made by the Statutory Auditors in their Audit
Report read with the relevant notes thereof as stated in the Notes to the Audited
Financial Statements of the Company for the Financial Year ended 31st March,
2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or
adverse remark(s) etc; and 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.
During the year under review, the Auditors have not reported any matter
under Section 143 (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 the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014, M/s. Maharshi Ganatra & Associates, Practicing Company Secretaries was appointed
as the Secretarial Auditor of the Company for the Financial Year 2022-23 and who has
issued the Secretarial Audit Report for the Financial Year 2022-23.
Further, Board has Appointed Mr. Mitesh J. Shah Associates, Practicing
Company Secretary firm headed by proprietor Mr. Mitesh J. shah, having Membership No.
10070 and Certificate of Practice No. 12891, as the Secretarial Auditor of your Company to
conduct Secretarial Audit for the financial year 2023-24 in the Board meeting held on 27th
April, 2023 as recommended by Audit Committee.
(D) Secretarial Audit Report: Secretarial Audit Report in Form No. MR-3
for the financial year 2022 - 23 duly issued by M/s. Maharshi Ganatra & Associates,
Practicing Company Secretaries, Secretarial Auditors of financial year 2022-23 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. and also do 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: In terms of Section 148 of the Act, the Company is
required to have the audit of its cost records conducted by a Cost Accountant. In this
connection, the Board of Directors of the Company has on the recommendation of the Audit
Committee, approved the re-appointment of M/s. Manisha & Associates as the Cost
Auditors of the Company for the Financial year 2023 -24.
M/s. Manisha & Associates have confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act
and that the appointment meets the requirements of the Act. They have
further confirmed their independent status and an arm?s length relationship with the
Company.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
seeking Members? ratification for the remuneration payable to M/s. Manisha &
Associates., forms part of the Notice of the 29th Annual General Meeting
forming part of this Annual Report.
(F) Cost Audit Report: The Company has maintained such accounts and
records as per the aforesaid provisions and further the filling of Cost Audit Report for
the financial year ended 31st March, 2023 with the Ministry of Corporate
Affairs in XBRL Mode shall take place within the time limit prescribed under the Companies
Act, 2013.
(G) Reporting of Fraud During the year under review: The
Statutory Auditors, Cost Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its officers or employees to
the Audit Committee under Section 143(12) of the Act, details of which need to be
mentioned in this Report.
21. PERSONNEL/PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
are annexed hereto marked as ‘Annexure-F? and forms part of this report
22. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED:
The particulars of loans and advances given by the Company during the
financial year 2022 - 23 are stated in Notes to the Audited Financial Statements of the
Company as annexed to this Annual Report.
23. PARTICULARS OF CONTRACT(S) / TRANSACTION(S) / ARRANGEMENT(S) WITH
RELATED PARTIES:
All Related Party Transactions that were entered and executed during
the year under review were at arms? length basis. As per the provisions of Section
188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI LODR, your
Company had obtained approval of the Audit Committee under specific agenda items for
entering into such transactions.
Particulars of contracts or arrangements entered into by your Company
with the related parties referred to in Section 188(1)
of the Act, in prescribed form AOC-2, is annexed herewith as
‘Annexure-G? to this Report.
Your Directors draw attention of the members on the notes to the
financial statements which inter-alia set out related party disclosures. The Policy on
materiality of related parties? transactions and dealing with related parties as
approved by the Board 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 for
all material related party transactions has been taken. The details pertaining to
transaction with person or entity belonging the promoter/promoter group which holds 10% or
more of the shareholding in the Company are mentioned in the Standalone Financial
Statement.
24. 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 National Stock Exchange of
India Limited (NSE). The listing fees payable for the financial year 2022-23 has been paid
to both the Stock Exchanges (BSE & NSE).
25. DEMATERIALIZATION OF SHARES:
As on 31st March, 2023 there were 98,06,23,802 Equity Shares
dematerialized through depositories viz. National Securities Depository Limited and
Central Depository Services (India) Limited, which represents about 99.08% of the total
issued, subscribed and paid-up capital of the Company.
26. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:
Your Director?s 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. The Company has complied with the provisions
relating to the constitution of Internal Complaints Committee under the aforesaid Act and
necessary disclosures about the same have been provided in the Report on Corporate
Governance.
27. INTERNAL FINANCIAL 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.
28. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company confirms Compliance with the applicable requirements of
Secretarial Standards 1 and 2.
29. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL
ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A):
During the financial year 2022-23, out of total issued and allotted
16.50.00. 000 (Sixteen Crores Fifty Lakhs) Convertible Warrants,
9.00. 00.000 (Nine Crores) warrants were converted as requested by
warrant holders, at an issue price of 3.86 each (including premium of 2.86 each) as
approved by the Board of Directors of the Company on 19th May, 2023.
At the time of conversion of Convertible Warrants, Company received 75%
funds aggregating to 26,05,50,000/- (Rupees Twenty-Six Crores Five Lakhs Fifty
Thousand).
The funds raised through the respective issues were utilized for the
purpose for which it was raised and in accordance with the objectives of the said
preferential issue stated in the explanatory statement to the notice of general meeting.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Corporate Social Responsibility (‘CSR?) activities of the
Company are governed through the Corporate Social Responsibility Policy (‘CSR
Policy?) approved by the Board. The CSR Policy guides in designing CSR activities for
improving quality of life of society and conserving the environment and biodiversity in a
sustainable manner. The CSR Committee of the Board oversees the implementation of CSR
Projects in line with the Company?s CSR Policy.
The CSR Policy is available on the website of Company
https://www.llovdsengg.in/wp-content/uploads/2023/06/
Corporate-Social-Responsibilitv-CSR-Policv.pdf.
The Annual Report on CSR activities for FY 2022-23 is enclosed as
"Annexure - H" to this Report.
31. 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. 2022 -23:
a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b) Instances with respect to voting rights not exercised directly by
the employees of Company.
c) Neither the Executive Director nor the CFO of the Company receives
any remuneration or commission from any other Company.
d) No significant or material orders were passed by the Regulators or
Courts or Tribunals which can impact the going concern status and Company?s
operations in future.
e) No fraud has been reported by the Auditor in their Audit Report for
F.Y. 2022 - 23, hence the disclosure u/s 134(3) (ca) is not applicable.
f) No proceedings are made or pending under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or
Financial Institution;
g) There is no requirement of web link of policy for determining
‘material? subsidiaries is disclosed as Company has no subsidiaries during
2022-23
h) There is been no incidence of one-time settlement or the valuation
while taking loan from the Banks or Financial Institutions.
32. ENCLOSURES:
a. Annexure-A : Corporate Governance Report;
b. Annexure-B : Management Discussion and Analysis Report;
c. Annexure-C : Business Responsibility and Sustainability Report;
d. Annexure-D : Energy Conservation, Technology Absorption and Foreign
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
h. Annexure-H : Annual Report on CSR Activities
33. ACKNOWLEDGEMENT
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 |
|
Lloyds Steels Industries Limited |
| Date: 27th April, 2023 Place: Mumbai |
Sd/- Mukesh R. Gupta Chairman |
+91-9892691696
