Lloyds Metals Tytfgc4
Lloyds Metals Tytfgc4
Lloyds Metals Tytfgc4
To,
BSE Limited
The Corporate Relationship Department
P.J. Towers, 1st Floor,
Dalal Street,
Mumbai – 400 001
To,
Head- Listing & Compliance
Metropolitan Stock Exchange of India Ltd. (MSEI)
Vibgyor Towers, 4th floor,
Plot No C 62, G - Block,
Opp. Trident Hotel,
Bandra Kurla Complex,
Bandra (E), Mumbai – 400 098
Dear Sir/Madam,
The annual report containing the notice of AGM is also available on Company’s website,
at www.lloyds.in.
Thanking you,
Yours faithfully,
For Lloyds Metals and Energy Limited
SNEHA Digitally signed by
SNEHA GURUNATH
GURUNATH YEZARKAR
Date: 2021.05.17
YEZARKAR 23:04:03 +05'30'
Sneha Yezarkar
Company Secretary
Lloyds Metals and Energy Limited
Corporate Information
2
ANNUAL REPORT 2020-21
NOTICE
NOTICE is hereby given that the Forty-Fourth (44th) Annual SPECIAL BUSINESS:
General Meeting (“AGM”) of the Members of the Lloyds
Metals and Energy Limited will be held on Monday, 5. Ratification of Remuneration of Cost Auditors of the
14th June, 2021 at 11.30 a.m. through Video Conferencing Company.
(VC)/ or Other Audio-Visual Means (OAVM), to transact the To consider and if thought fit, to pass, with or without
following business: modification(s), the following Resolution as an Ordinary
ORDINARY BUSINESS: Resolution:
1. To receive, consider and adopt the Audited Standalone “RESOLVED THAT pursuant to the provisions of section
Financial Statements of the Company for the year ended 148 and other applicable provisions, if any, of the Companies
31st March, 2021, including the Audited Balance Sheet as Act, 2013 and the Companies (Audit and Auditors)
at 31st March, 2021 and the Statement of Profit and Loss Rules, 2014 [including any statutory modification(s) or
of the Company for the year ended on that date, along amendment(s) thereto or re-enactment(s) thereof, for the
with the reports of the Board of Directors and Auditors time being in force] and pursuant to the recommendation
thereon. of the Audit Committee, the remuneration payable to M/s.
Singh M K & Associates, Cost Accountants having Firm
2. To receive, consider and adopt the Audited Consolidated Registration Number 101770, appointed by the Board of
Financial Statements of the Company for the financial Directors of the Company as Cost Auditors to conduct the
year ended 31st March, 2021 and Auditors Report audit of the cost records of the Company for the Financial
thereon. Year ending 31st March, 2022, amounting to ` 30,000/-
(Rupees Thirty Thousand only) (plus Goods and Services
3. To appoint a Director in place of Mr. Mukesh Gupta Tax) be ratified.
(DIN: 00028347), who retires by rotation and being
eligible, offers himself for re-appointment. RESOLVED FURTHER THAT approval of the Company
be accorded to the Board of Directors of the Company
4. Ratification of Re-appointment of M/s VSS & (including any Committee thereof) to do all such acts,
Associates, Chartered Accountants, Mumbai (ICAI deeds, matters and things and to take all such steps as
Firm Registration No. 105787W) as the Statutory may be required in this connection including seeking all
Auditors of the Company. necessary approvals to give effect to this Resolution and
To consider and, if thought fit, to pass, with or without to settle any questions, difficulties or doubts that may
modification(s), the following Resolution as an Ordinary arise in this regard.”
Resolution: 6. To Appoint Mr. Madhur Gupta as a Non-Executive
“RESOLVED THAT pursuant to Section 139, 141, 142 Director of the Company
and other applicable provisions of the Companies Act, To consider and, if thought fit, to pass, with or without
2013 read with the Companies (Audit and Auditors) modification(s), the following Resolution as an Ordinary
Rules, 2014 (including any statutory modification/s Resolution:
or re-enactment/s thereof, for the time being in force)
and pursuant to the resolution passed by the Members “RESOLVED THAT Mr. Madhur Gupta (DIN: 06735907),
at the Fortieth (40th) Annual General Meeting held on who was appointed by the Board of Directors as an
19th September 2017, the Company hereby ratifies the Additional Director of the Company with effect from 13th
re-appointment of M/s VSS & Associates, Chartered November, 2020 on the Board of the Company and who
Accountants, Mumbai (ICAI Firm Registration No. holds office up to the date of this Annual General Meeting
105787W), as the Statutory Auditors of the Company to of the Company in terms of section 161 of the Companies
hold office from the conclusion of this Forty-Fourth (44th) Act, 2013 and articles of association of the Company and
Annual General Meeting till the conclusion of the Forty who is eligible for appointment and has consented to act
Fifth (45th) Annual General Meeting of the Company as Director of the Company and in respect of whom a
to be held in the year 2022, at such remuneration plus notice has been received from a member in writing, under
applicable tax (‘GST’) thereon and reimbursement of out Section 160 of the Companies Act, 2013 proposing his
of pocket and travelling expenses, if any, as approved candidature for the office of a Director, be and is hereby
and recommended by the Board of Directors based appointed as a Non- Executive Non Independent Director
on the recommendation of the Audit Committee of the of the company in promoter category, liable to retire by
Company.” rotation.
3
LLOYDS METALS AND ENERGY LIMITED
RESOLVED FURTHER THAT the Board of Directors of regulatory and statutory authorities, consent of the
the Company (including its committee thereof) and /or members of the Company be and is hereby accorded
Company Secretary of the Company be and are hereby for adoption of new set of Memorandum of Association
severally authorized to do all such acts, deeds, matters of the Company (“MOA”) in accordance with Table A of
and things as may be necessary, proper or expedient to Schedule I of the Companies Act 2013, a copy of which
give effect to this resolution.” is placed before the meeting, effecting the following
modifications and amendments in the existing MOA:-
7. Sale of Asset of the Company
(i) The words ‘Companies Act, 1956’ in the existing
To consider and, if thought fit, to pass, with or without
MOA shall be substituted with the words ‘Companies
modification(s), the following Resolution as a Special
Act, 2013’, wherever required under the applicable
Resolution:
provisions.
“RESOLVED THAT pursuant to the provisions of Section
180(1) (a) of the Companies Act, 2013, read with the (ii) The existing clauses I, II, III, IV & V be numbered as
Companies (Management and Administration) Rules, 1st, 2nd, 3rd, 4th & 5th respectively.
2014, and subject to other applicable provisions, if any, (iii) Part A of Clause III of MOA shall now be titled as ‘(a)
of the Companies Act, 2013, (including any statutory The Objects to be pursued by the Company on
modification or re-enactment thereof for the time being its Incorporation are’:
in force), the provisions of the Memorandum and Articles
of Association of the Company, the provisions of the (iv) Part B of the Clause III of MOA shall now be titled as
SEBI (Listing Obligations and Disclosure Requirements) ‘(b) Matters which are necessary for furtherance
Regulations, 2015, and such other approvals, consents of the Objects specified in Clause 3rd (a) are’:
and permissions being obtained from the appropriate and the following three new sub-clauses be inserted
authorities to the extent applicable and necessary, the before existing sub-clause (45) and all sub-clauses
consent of the members of the Company, be and is be renumbered appropriately:
hereby accorded to the Board of Directors of the Company 1. To carry on the business of buying, purchasing
(hereinafter referred as the “Board” which term shall be or otherwise acquire any immovable or movable
deemed to include any duly constituted Committee of the property of all kinds and description and right,
Board), to dispose of the Company’s property situated at title and interest therein and to carry on the
CTS No.1498A/4 admeasuring about 2245.30 sq; mtrs, business of renting, letting or other similar
Village Marol, Andheri (Mumbai Suburban District) for arrangements of immovable and moveable
such consideration and on such terms and conditions properties including but not limited to equipment
as the Board of Directors of the Company (including its of all kinds and description, building equipment,
committee thereof) consider beneficial to the Company. construction equipment and houses, building,
RESOLVED FURTHER THAT the Board or any committee industrial sheds, plots, flats, vehicles, plants,
thereof be and is hereby authorized to finalize the terms and machineries, computers and any other assets.
conditions and take such steps as may be necessary for
2. To carry on business of contractors, Builders,
obtaining approvals, statutory or contractual or otherwise,
Town planners, Infrastructure developers,
if any, required in relation to the above and to settle all
Estate developers and Engineers land
the matters arising out of and incidental thereto, and to
developers, Land Scapers, estate agents,
sign and execute all deeds, applications, documents and
immovable property dealers and to acquire,
writings that may be required, on behalf of the Company
buy, purchase, hire or otherwise lands,
and generally to do all such acts, deeds and things that
buildings, civil works, immovable property of
may be necessary, proper and expedient or incidental for
any tenure or any interest in the same and to
the purpose of giving effect to the above resolution.”
erect and construct, houses, flats, bungalows
8. To Alter/Amend the Memorandum of Association of or civil work of every type on the land of the
the Company Company or any other land or immovable
property whether belonging to the Company
To consider and, if thought fit, to pass, with or without or not and to pull down, rebuild, enlarge alter
modification(s), the following Resolution as a Special and other conveniences and to deal with and
Resolution: improve, property of the Company or any other
“RESOLVED THAT pursuant to the provisions of Immovable property in India or abroad.
Section(s) 4, 13 and 15 and all other applicable provisions, 3. To purchase, sell, exchange, rent and otherwise
if any, of the Companies Act 2013, read with applicable trade any kind of movable and immovable
Rules and Regulations framed thereunder (including any property, goods and other any assets.
statutory modification(s) or re-enactment(s) thereof for
the time being in force), or any other applicable law(s), (v) Alteration of existing sub clause 45 in Part B of the Clause
regulation(s), guideline(s), and subject to the approvals, III of MOA by deleting the reference to the other objects
consents, sanctions and permissions of the appropriate in line with the requirements of the Companies Act, 2013.
4
ANNUAL REPORT 2020-21
(vi) Merging appropriate and relevant objects of the made thereto including any statutory modifications or
Memorandum of Association, mentioned under re-enactments thereof, consent of the members of the
Clause III (C) – ‘Other Objects’ with Clause III (B) – company be and is hereby accorded to the Board of
‘Objects Incidental or Ancillary to the attainment of the Directors (hereinafter referred to as “the Board” which
Main Objects’ and consequently changing the object term shall be deemed to include any Committee thereof
numbering as may be appropriate. which the Board may have constituted or hereinafter
constitute to exercise its powers including the powers
(vii) Part C of Clause III of MOA viz. “Other Objects” shall be
conferred by the Resolution), to sell, lease, dispose of,
deleted in line with the requirements of the Companies assign, transfer, pledge, mortgage, hypothecate and/or
Act, 2013. charge all or any part of the present and future moveable
(viii) The existing liability clause be substituted in line with new or immovable assets or properties of the Company and or
clause provided as per Companies Act, 2013 the whole or any part of the undertaking(s) of the Company
of every nature and kind whatsoever (hereinafter referred
4th The liability of the member(s) is limited and this to as the “Assets”) and/or creating a floating charge on
liability is limited to the amount unpaid, if any, on the the Assets, to or in favour of Banks, Debenture Trustees,
shares held by them. Firms, Bodies Corporate, LLPs, Financial Institutions,
RESOLVED FURTHER THAT in the Memorandum NBFCs, Insurance Companies, Mutual Funds, Trusts,
of Association of the Company, wherever required, Investment Institutions, any other persons or any other
reference to various sections of the Companies Act, lenders to secure the amount borrowed (including by
1956 be replaced with the reference to the corresponding way of Fund and /or Non-Fund Based Credit Facilities)
sections of the Companies Act, 2013. by the Company or its Holding / Subsidiary / Associate /
Joint Venture Compan(ies) from time to time for the due
RESOLVED FURTHER THAT the Board of Directors of re-payment of the principal and/or together with interest,
the Company be and is hereby authorized to do all such charges, costs, expenses and all other monies payable
acts, deeds or things as may be deemed necessary to by the Company in respect of the said borrowings
give effect to this resolution.” provided that the aggregate indebtedness so secured by
9. Alteration of Articles of the Association of the the assets and in case of sell, dispose of, transfer of any
Company undertakings, assets, property, the aggregate amount
of such transaction do not at any time exceed a sum of
To consider and, if thought fit, to pass, with or without ` 2,000 Crores (Rupees Two Thousand Crores Only)
modification(s), the following Resolution as a Special
Resolution: RESOLVED FURTHER THAT the Board of Directors
or any committee thereof be and is hereby authorized
“RESOLVED THAT pursuant to the provisions of to take such steps as may be necessary for obtaining
Section 14(1) and other relevant provisions, if any, of the approvals, statutory, contractual or otherwise, in relation
Companies Act, 2013, consent of the members of the to the above and to settle all matters arising out of and
Company be and is hereby accorded for alteration of the incidental thereto, and to sign and to execute deeds,
existing clause 3 (a) with the following clause. applications, documents and writings that may be
3 (a) The Authorised Share Capital of the Company shall required, on behalf of the Company and generally to
be such amount as may be mentioned in Clause 05th of do all such acts, deeds, matters and things as may be
the Memorandum of Association of the Company from necessary, proper, expedient or incidental for giving
time to time. effect to this resolution.”
RESOLVED FURTHER THAT the Board of Directors of 11. Approval of loans, investments, guarantee or
the Company be and is hereby authorized to do all such security under section 185 of Companies Act, 2013
acts, deeds or things as may be deemed necessary to To consider, and if thought fit, to pass, with or without
give effect to this resolution.” modification(s), the following Resolution as a Special
10. To take approval to sell or dispose of undertakings Resolution:
under section 180(1)(a) of the Companies, Act, 2013 “RESOLVED THAT pursuant to Section 185 and all other
To consider, and if thought fit, to pass, with or without applicable provisions of the Companies Act, 2013 read
modifications, the following resolution as a Special with Companies (Amendment) Act, 2017 and Rules made
Resolution: thereunder as amended from time to time, the consent of
the members of the Company be and is hereby accorded
“RESOLVED THAT in supersession to the earlier to authorize the Board of Directors of the Company
resolution passed by the shareholders through postal (hereinafter referred to as “the Board” which term shall
ballot on 29th December, 2014 authorising the Board of be deemed to include any Committee thereof which the
Directors of the Company to create charge/mortgage on Board may have constituted or hereinafter constitute to
property of the Company and pursuant to the provisions exercise its powers including the powers conferred by
of Section 180(1)(a) and other applicable provisions, the Resolution) to advance any loan including any loan
if any, of the Companies Act, 2013 and relevant rules represented by a book debt, or give any guarantee or
5
LLOYDS METALS AND ENERGY LIMITED
provide any security in connection with any loan taken of the Company and subject to such approvals, consents,
by any entity/ Company/Body(ies) Corporate/ LLP, permissions and sanctions as may be necessary or
subsidiary, associate and joint venture of the Company, required from regulatory or other appropriate authorities,
(in which any director is deemed to be interested) upto an including but not limited to the Stock Exchanges and
aggregate sum of ` 250 Crores (Rupees Two Hundred SEBI and subject to such conditions and modifications as
and Fifty Crores Only) in their absolute discretion deem may be prescribed, stipulated or imposed by any of them
beneficial and in the interest of the Company, provided while granting such approval, consents, permissions
that such loans are utilized by the borrowing company for and sanctions and which terms may be agreed to by the
its principal business activities.” Board of Directors of the Company (hereinafter referred
to as “the Board” which expression shall include any
“RESOLVED FURTHER THAT for the purpose of giving Committee constituted by the Board or any person(s)
effect to the aforesaid resolution the Board of Directors authorized by the Board to exercise the powers conferred
of the Company be and is hereby authorized, to approve, on the Board by this Resolution) and subject to such
decide, vary or modify the terms and conditions applicable terms, conditions and modifications as the Board may
for the aforesaid loan, Investment, Corporate Guarantee in its discretion impose or agree to, the Board be and
and to do all such acts, deeds, matters and things as is hereby authorized to create, issue, offer and allot on
they may, in their absolute discretion deem necessary, preferential basis, 9,00,00,000 (Nine Crore Only) equity
desirable or expedient and things in connection therewith shares of the Company of face value of ` 1/- (Rupee
and incidental thereto as the Board in its absolute One only) per share for a cash consideration at an issue
discretion deem fit without being required to seek any price of ` 20/- (Rupees Twenty Only) per share including
further consent or approval of the members or otherwise a premium of ` 19/- (Rupees Nineteen Only) per share
to the end and intent that they shall be deemed to have presently representing 26.34% of the total voting equity
given their approval thereto expressly by the authority of share capital of the Company and 20.24% of the total
this resolution.” voting equity share capital of the Company on a fully
12. Issue of Equity Shares on Preferential Basis diluted basis expected as of the 10th (tenth) working
day from the closure of the tendering period of the Open
To consider and if thought fit, to pass with or without Offer, amounting to ` 180,00,00,000 (Rupees One Eighty
modification(s), the following resolution as Special Crore only) to Thriveni Earthmovers Private Limited
Resolution: (“Proposed Allottee”) in compliance with Chapter
“RESOLVED THAT pursuant to provisions of Sections V of the SEBI (ICDR) Regulations and subsequent
42, 62(1)(c) and other applicable provisions, if any, amendments thereto & on such terms and conditions
of the Companies Act, 2013, (including any statutory and in such manner as the Board may in its absolute
modification or re-enactment thereof for the time being discretion deem fit, and which equity shares to be allotted
in force) read with the Companies (Prospectus and will rank pari passu in all respects with the equity shares
Allotment of Securities) Rules, 2014 and the Companies of face value of ` 1 (Rupee One only) forming part of the
(Share Capital and Debentures) Rules, 2014 (including equity share capital of the Company, to following entity
any statutory modification or re-enactment thereof for as mentioned below:
the time being in force), Chapter V of the Securities
Sr. Name of the No. of Name of the
and Exchange Board of India (Issue of Capital and
No. Proposed Equity Ultimate
Disclosure Requirements) Regulations, 2018 as
Allottee Shares Beneficiaries/
amended (“SEBI (ICDR) Regulations”), the Securities
proposed to Owners**
and Exchange Board of India (Substantial Acquisitions of
be allotted
Shares and Takeovers) Regulations, 2011, as amended
(“Takeover Regulations”), the Securities and Exchange Acquirer*
Board of India (Listing Obligations and Disclosure
i. Thriveni 9,00,00,000 • Balasubramanian
Requirements) Regulations, 2015, as amended and
Earthmovers Prabhakaran
the rules, regulations, notifications and circulars issued
Private Limited • Balasubramanian
thereunder and other applicable law including any other
Karthikeyan
rules, regulations, guidelines, notifications, circulars
and clarifications issued thereon from time to time by Total 9,00,00,000
the Government of India, the Securities and Exchange * The Preferential Allotment to the Proposed Allottee
Board of India (“SEBI”), Reserve Bank of India (“RBI”), as mentioned above has also triggered an obligation
the Ministry of Corporate Affairs, the respective stock on the Proposed Allottee to make an open offer to the
exchanges where the equity shares of the Company are equity shareholders of the Company (including the
listed (“Stock Exchanges”), and or any other competent non-promoter non public shareholder of the Company)
regulatory authority and in accordance with the uniform but excluding the shareholders forming part of the
listing agreements entered into with the Stock Exchanges promoter and promoter group of the Company in terms
and in accordance with the enabling provisions of the of Regulations 3 and 4 of SEBI (Substantial Acquisitions
Memorandum of Association and Articles of Association of Shares and Takeovers) Regulations, 2011 (“Open
6
ANNUAL REPORT 2020-21
Offer”). Subject to the approval of the shareholders RESOLVED FURTHER THAT subject to the SEBI (ICDR)
of the Company in the annual general meeting for the Regulations, 2018 and other applicable laws the Board
proposed preferential allotment of the Equity Shares and be and is hereby authorised to decide and approve the
OFCDs and upon completion of the Open Offer, Thriveni other terms and conditions of the issue of the above-
Earthmovers Private Limited will be acquiring joint control mentioned equity shares and to vary, modify or alter the
in the Company and will be classified as the promoter terms and conditions and size of the issue, as it may deem
of the Company along with the existing members of the expedient, without being required to seek any further
promoter and promoter group of the Company. consent or approval of the Company in a General Meeting.
** Balasubramanian Prabhakaran and Balasubramanian RESOLVED FURTHER THAT the Equity Shares to be
Karthikeyan, Directors of Acquirer are in control of the so created, offered, issued and allotted shall be subject
Acquirer and are Ultimate Beneficial Owners of Acquirer to the provisions of the Memorandum and Articles of
holding 14.287% and 29.690% shareholding in the Association of the Company.
Acquirer respectively.
RESOLVED FURTHER THAT the Relevant Date in
RESOLVED FURTHER THAT upon completion of Open accordance with the Regulation 161 of SEBI (ICDR)
Offer, Thriveni Earthmovers Private Limited (“TEMPL”) Regulations, 2018 be fixed as 14th May, 2021 being the
will be acquiring joint control in the Company and will be 30th day prior to 14th June, 2021 i.e., the date on which
classified as the promoter of the Company along with the the Annual General Meeting of the Company is being
existing members of the promoter and promoter group of convened, in terms of the Companies Act, 2013 to
the Company and subsequently TEMPL shall nominate consider the proposed preferential issue.
Mr. Balasubramanian Prabhakaran, Managing Director RESOLVED FURTHER THAT the Board be and is hereby
of TEMPL for appointment as a director on the Board of authorized to accept any modifications in the proposal as
the Directors of the Company. may be required by the agencies involved in such issues
RESOLVED FURTHER THAT without prejudice to the but subject to such conditions as the Reserve Bank of India
generality of the above, the Equity Shares shall be issued (RBI) / Securities and Exchange Board of India (SEBI)
on the following terms: and/ or such other appropriate authority may impose at
the time of their approval as agreed by the Board.
i. The Equity Shares as may be offered, issued
and allotted in accordance with the terms of this RESOLVED FURTHER THAT for the purpose of giving
resolution, shall be in dematerialised form and shall effect to this resolution the Board be and is hereby
rank pari passu with the existing Equity Shares of authorised on behalf of the Company to do all such
the Company in all respects, including the payment acts deeds matters and things as the Board may in its
of dividend, if any; absolute discretion deem necessary or desirable for such
purpose including without limitation to vary modify or alter
ii. The Equity Shares shall be issued and allotted any of the relevant terms and conditions including size
by the Company to the Proposed Allottee within a of the Preferential Issue and consequent proportionate
period of 15 days from the date of passing of this reduction (subject to rounding off adjustments) of the
special resolution provided that where any approval number of equity shares to be allotted to Proposed
or permission by any regulatory authority or the Allottee and to provide any clarifications related to issue
Central Government or the Stock Exchanges is and allotment of equity shares, listing of equity shares on
pending, the allotment shall be completed within a Stock Exchanges and authorise for preparation, execution
period of 15 days from the date of such approval and entering into arrangement / agreements, offer letter,
or permission, as the case may be in compliance letter of allotment all writings instruments and such other
with Regulation 170(1) and Regulation 170(3) of the documents (including documents in connection with
SEBI (ICDR) Regulations, 2018; appointment of agencies intermediaries and advisors) and
further to authorise all such persons as may be necessary
iii. The Equity Shares to be offered, issued and
in connection therewith and incidental thereto as the
allotted shall be subject to lock-in as provided under
Board in its absolute discretion deem fit without being
Regulation 167 of the SEBI (ICDR) Regulations,
required to seek any further consent or approval of the
2018 and the Equity Shares so offered, issued and
members or otherwise to the end and intent that they shall
allotted will be listed on stock exchanges where
be deemed to have given their approval thereto expressly
the existing Equity shares of the Company are
by the authority of this resolution and the decision of the
listed subject to the receipt of necessary regulatory
Board shall be final and conclusive.
permissions and approvals, as the case may be;
and RESOLVED FURTHER THAT the Board be and is
hereby also authorised to delegate all or any of its
iv. The transferability of the Equity Shares shall be in
powers to any officer(s) or authorised signatory(ies) or to
accordance with the provisions of applicable laws
any committee to give effect to this resolution including
and regulations including Regulation 168 of Chapter
execution of any documents on behalf of the Company
V of SEBI (ICDR) Regulations, 2018.
and to represent the Company before any governmental
7
LLOYDS METALS AND ENERGY LIMITED
or regulatory authorities and to appoint any professional Private Limited (hereinafter referred to as the “Debenture
advisors, bankers, consultants, advocates and advisors Holder”) convertible into 1,00,00,000 (one crore) fully
to give effect to this resolution and further to take all paid-up equity shares of face value of ` 1/- (Rupee One)
others steps which may be incidental, consequential, each of the Company representing 2.25% of the total
relevant or ancillary in this connection.” voting equity share capital of the Company on a fully
diluted basis expected as of the 10th (tenth) working
13. Issue of Optionally Fully Convertible Debentures day from the closure of the tendering period of the Open
(“ODCDs”) on Preferential Basis Offer, at the option of the Debenture Holder within a
To consider and if thought fit, to pass with or without period of 18 months from the date of allotment and which
modification(s), the following resolution as Special equity shares (i.e., equity shares that shall be issued
Resolution: upon conversion of the OFCDs) to be allotted will rank
pari passu in all respects with the equity shares of face
“RESOLVED THAT in accordance with the provisions value of ` 1/- (Rupee One only) forming part of the equity
of Sections 42, 62(1)(c), 71 and other applicable share capital of the Company i.e., each such OFCD shall
provisions, if any of the Companies Act, 2013 read be converted at the option of Debenture holder within a
with the (Companies Prospectus and Allotment of period of 18 months from the date of allotment into one
Securities) Rules, 2014 and the Companies (Share fully paid up Equity share of ` 1/- each of the Company
Capital and Debentures) Rules, 2014 (including any at a price of ` 20/- (including premium of ` 19/- per
statutory modification thereto or re-enactment thereof share) per share being the price which is higher than the
for the time being in force) (the “Act”), Chapter V of the price of ` 11.43 per share which is being computed in
Securities and Exchange Board of India (Issue of Capital accordance with the price determined as per Regulation
and Disclosure Requirements) Regulations, 2018, as 165 under Chapter V of the SEBI ICDR Regulations or
amended (“SEBI ICDR Regulations”), the Securities shall be redeemed compulsorily on the date of expiry
and Exchange Board of India (Substantial Acquisitions of of 18 months from the date of allotment in accordance
Shares and Takeovers) Regulations, 2011, as amended with the provisions of applicable laws and regulations
(“Takeover Regulations”), the Securities and Exchange including the provisions of Chapter V of the SEBI ( ICDR)
Board of India (Listing Obligations and Disclosure Regulations and Companies Act, 2013 and subsequent
Requirements) Regulations, 2015, as amended (“SEBI amendments thereto & on such terms and conditions and
LODR Regulations”), and the rules, regulations, in such manner as the Board may deem fit in its absolute
notifications and circulars issued thereunder and other discretion to following entity as mentioned below:
applicable law including any other rules, regulations,
guidelines, notifications, circulars and clarifications Sr. Name of the No. of Name of the
issued thereon from time to time by the Government No. Proposed OFCDs Ultimate
of India, the Securities and Exchange Board of India, Allottee proposed Beneficiaries/
(“SEBI”), Reserve Bank of India, the Ministry of Corporate to be Owners**
Affairs, the respective stock exchanges where the equity allotted
shares of the Company are listed (“Stock Exchanges”), Acquirer*
and or any other competent regulatory authorities and in 1. Thriveni 1,00,00,000 • Balasubramanian
accordance with the uniform listing agreements entered Earthmovers Prabhakaran
into with the Stock Exchanges, and in accordance with the Private Limited • Balasubramanian
enabling provisions of the Memorandum of Association Karthikeyan
and Articles of Association of the Company, and subject
to such approvals, consents, permissions and sanctions Total 1,00,00,000
as may be necessary or required from regulatory or * The Preferential Allotment to the Proposed Allottee
other appropriate authorities, including but not limited as mentioned above has also triggered an obligation
to the Stock Exchanges and SEBI and subject to such on the Proposed Allottee to make an open offer to the
conditions and modifications as may be prescribed, equity shareholders of the Company (including the
stipulated or imposed by any of them while granting non-promoter non public shareholder of the Company)
such approvals, consents, permissions and or sanctions, but excluding the shareholders forming part of the
which may be agreed to by the Board of Directors of the promoter and promoter group of the Company in terms
Company (hereinafter called the “Board”, which term of Regulations 3 and 4 of SEBI (Substantial Acquisitions
shall be deemed to include any committee which the of Shares and Takeovers) Regulations, 2011 (“Open
Board has constituted or may hereinafter constitute to Offer”). Subject to the approval of the shareholders
exercise any of its power including the power conferred of the Company in the annual general meeting for the
by this Resolution) the Board be and is hereby authorized proposed preferential allotment of the Equity Shares and
to create, issue, offer and allot on preferential basis OFCDs and upon completion of the Open Offer, Thriveni
1,00,00,000 (one crore) 3% optionally fully convertible Earthmovers Private Limited will be acquiring joint control
debenture of face value of ` 20/- (Rupees Twenty only) in the Company and will be classified as the promoter
each at par aggregating to ` 20,00,00,000/- (Rupees of the Company along with the existing members of the
Twenty Crore only) (“OFCDs”) to Thriveni Earthmovers promoter and promoter group of the Company.
8
ANNUAL REPORT 2020-21
** Balasubramanian Prabhakaran and Balasubramanian up to the date of conversion or redemption whichever
Karthikeyan, Directors of Acquirer are in control of the is earlier. If the interest on OFCDs is not paid on the
Acquirer and are Ultimate Beneficial Owners of Acquirer due date, or the redemption amount of OFCDs is not
holding 14.287% and 29.690% shareholding in the paid on the redemption date, then the Company shall
Acquirer respectively. pay additional interest at the rate of 6% p.a. for the
period of default on the unpaid amount.
RESOLVED FURTHER THAT the Relevant Date as per
Regulation 161 of SEBI (ICDR) Regulations, 2018 (as ix. That the OFCDs by themselves do not give to the
amended) for the determination of issue price of Equity holder thereof any rights of a shareholder of the
Shares post conversion of OFCDs be fixed as 14th May, Company.
2021 being the 30th day prior to 14th June, 2021 i.e.,
x. That the number of Equity Shares that each OFCD
the date on which the Annual General Meeting of the
converts into and the price per Equity Share upon
Company is convened, in terms of the Companies Act,
conversion of each OFCD shall be appropriately
2013 to consider the proposed preferential issue.
adjusted for corporate actions such as bonus issue,
RESOLVED FURTHER THAT upon completion of Open rights issue, stock, split, merger, demerger, transfer
Offer, Thriveni Earthmovers Private Limited (“TEMPL”) of undertaking, sale of a business division or any
will be acquiring joint control in the Company and will be such capital or corporate restructuring; and
classified as the promoter of the Company along with the
xi. That the converted shares of OFCD holder shall also
existing members of the promoter and promoter group of
be entitled to any future bonus, right issues of Equity
the Company and subsequently TEMPL shall nominate
Shares or other securities convertible into Equity
Mr. Balasubramanian Prabhakaran, Managing Director
Shares by the Company in the same proportion and
of TEMPL for appointment as a director on the Board of
manner as any other shareholders of the Company
the Directors of the Company.
for the time being.
RESOLVED FURTHER THAT without prejudice to the
RESOLVED FURTHER THAT where Proposed Allottee
generality of the above, the OFCDs shall be issued on
exercises the conversion option, each OFCD shall be
the following terms:
converted into l (one) Equity Share of the Company
i. That the equity shares to be so issued and allotted at a conversion price of ` 20/- (Rupees Twenty Only)
shall be in dematerialised form and shall be subject (including premium of ` 19/- (Rupees Nineteen Only) per
to the provisions of the Memorandum of Association share) per share being the price which is higher than the
and Articles of Association of the Company, and shall price of ` 11.43 which is being computed in accordance
rank pari passu in all respects including dividend, with the price determined as per Regulation 165 under
with the existing Equity Shares of the Company. Chapter V of the SEBI (ICDR) Regulations, 2018.
ii. That the OFCDs and the Equity Shares allotted on RESOLVED FURTHER THAT in pursuance of the above,
conversion of OFCDs shall be subject to a lock-in the Equity Shares to be issued and allotted pursuant to
for such period as specified under Regulation 167 the conversion of the OFCDs:
of Chapter V of SEBI (ICDR) Regulations, 2018
i. shall be subject to the provisions of the Memorandum
relating to preferential issue.
of Association and Articles of Association of the
iii. That the OFCDs shall be unsecured; Company; and
iv. That the proposed allotment of OFCDs of ` 20/- ii. shall rank pari passu with the existing Equity
(Rupees Twenty Only) each is for cash consideration Shares in all respects subject to the provisions of
and entire amount is payable to the Company before the Memorandum of Association and Articles of
the allotment of OFCDs. Association of the Company and applicable laws
and regulations.
v. That the OFCDs shall be converted into the Equity
Shares at the option of the Debenture Holder within RESOLVED FURTHER THAT in case the Proposed
a period of 18 months from the date of allotment Debenture holder does not choose to exercise the
or shall be redeemed compulsorily on the date of conversion option before the expiry of 18 months from the
expiry of 18 months from the date of allotment. date of allotment, then the OFCDs held by the Proposed
Debenture holder will be redeemed compulsorily on the
vi. That the OFCDs shall be redeemed at par.
date of expiry of 18 months from the date of allotment
vii. That the transferability of the OFCDs and of the in accordance with the terms of issue, provisions of
Equity Shares allotted on conversion of OFCDs shall applicable laws and regulations including the provisions
be in accordance with the provisions of applicable of Chapter V of the SEBI (ICDR) Regulations and
laws and regulations including Regulation 168 of Companies Act, 2013.
Chapter V of SEBI (ICDR) Regulations, 2018.
RESOLVED FURTHER THAT for the purpose of giving
viii. That the OFCDs shall carry simple interest @ 3% effect to the above, the Board be and is hereby authorized,
p.a. payable on half yearly basis or the period thereof in its entire discretion, to do all such acts, matters, deeds
9
LLOYDS METALS AND ENERGY LIMITED
and things including without limitation, effecting any are requested to send to the Company on their email
modification to the terms of the issue, to execute any Id [email protected], a certified copy of the Board
agreements or other instruments, to settle any questions Resolution authorising their representative to attend and
or difficulties that may arise, appoint consultants, valuers, vote on their behalf at the Meeting and through E-voting.
legal advisors, advisors and such other agencies as
may be required and to take such actions or give such 4. In view of the massive outbreak of the COVID-19
directions as the Board in its absolute discretion deem pandemic, social distancing is to be a pre-requisite and
fit desirable, necessary for the Preferential Issue of pursuant to the General Circular No. 14/2020 dated
the OFCDs without being required to seek any further 08th April, 2020, General Circular No. 17/2020 dated
clarification, consent or approval of the members or 13th April, 2020 issued by the Ministry of Corporate
otherwise to the end and intent that they shall be deemed Affairs followed by General Circular No. 20/2020 dated
to have given their approval thereto expressly by the 05th May, 2020 and General Circular No. 02/2021 dated
authority of this resolution and the decision of the Board 13th January, 2021, physical attendance of the Members
shall be final and conclusive; is not required. Hence, Members have to attend and
participate in the ensuing AGM though VC/OAVM.
RESOLVED FURTHER THAT the Board be and is hereby
authorized to delegate all or any of the powers herein 5. Those Shareholders whose email IDs are not registered
conferred by the above resolution to any Director(s) or to can get their Email ID registered as follows:
any Committee of the Board or any other Officer(s) of the Ø Members holding shares in demat form can get their
Company to give effect to the aforesaid resolution; E-mail ID registered by contacting their respective
RESOLVED FURTHER THAT all actions taken by Depository Participant.
the Board in connection with any matter(s) referred to Ø Members holding shares in the physical form can
or contemplated in any of the foregoing resolution be get their E-mail ID registered by contacting our
and are hereby approved, ratified and confirmed in all Registrar and Share Transfer Agent “Bigshare
respects. Services Private Limited” on their email id
By Order of the Board [email protected] or by sending the
For Lloyds Metals and Energy Limited duly filled in E-communication registration form
enclosed with this Notice to our RTA on their email
Sd/- id [email protected].
Sneha Yezarkar 6. The Members can join the AGM in the VC/OAVM
Company Secretary mode 15 minutes before and after the scheduled time
ACS-43338 of the commencement of the Meeting by following the
procedure mentioned in the Notice. Instructions and
Place: Mumbai other information for members for attending the AGM
Date: 14th May, 2021 through VC/OAVM are given in this Notice under Note
Notes: No. 24.
1. The AGM will be held on Monday, 14th June, 2021 at 7. The attendance of the Members attending the AGM
11.30 a.m. through Video Conferencing (VC)/Other through VC/OAVM will be counted for the purpose
Audio-Visual Means (OAVM) in compliance with the of reckoning the quorum under Section 103 of the
applicable provisions of the Companies Act, 2013 Companies Act, 2013.
read with MCA General Circular No. 14/2020 dated 8. As the Annual General Meeting of the Company is held
08th April, 2020, MCA General Circular No. 17/2020 dated through Video Conferencing/OAVM, we therefore request
13th April, 2020, MCA General Circular No. 20/2020 dated the members to submit questions in advance relating to
05th May, 2020, MCA General Circular No. 02/2021 dated the business specified in this Notice of AGM on the Email
13th January, 2021, SEBI Circular dated 12th May, 2020 ID [email protected].
and SEBI Circular dated 15th January, 2021.
9. The Register of Members and Share Transfer Books of the
2. Pursuant to the MCA General Circular No. 14/2020 dated Company will remain closed from Tuesday, 08th June, 2021
08th April, 2020, issued by the Ministry of Corporate to Monday, 14th June, 2021 (both days inclusive) in terms of
Affairs, the facility to appoint proxy to attend and cast the provisions of Section 91 of the Companies Act, 2013.
vote for the members is not available for this AGM.
However, the Body Corporates are entitled to appoint 10. The information regarding the Director who is proposed
authorised representatives to attend the AGM through to be appointed/re-appointed, as required to be provided
VC/OAVM and participate there at and cast their votes under Securities and Exchange Board of India (Listing
through e-voting. Obligations and Disclosure Requirements) Regulations,
2015, and Secretarial Standard on General Meetings
3. Body Corporates whose Authorised Representatives issued, is annexed hereto to this Notice of AGM as
are intending to attend the Meeting through VC/OAVM “Annexure I”.
10
ANNUAL REPORT 2020-21
11. An explanatory Statement setting out details relating 22. Members are requested to quote their Folio No. or DP ID
to the special business to be transacted at the Annual / Client ID, in case shares are in physical / dematerialized
General meeting pursuant to Section 102(1) of the form, as the case may be, in all correspondence with the
Companies Act, 2013, is annexed hereto. Company / Registrar and Share Transfer Agent.
12. The Securities and Exchange Board of India (SEBI) has 23. INFORMATION AND OTHER INSTRUCTIONS
mandated the submission of Permanent Account Number RELATING TO E-VOTING ARE AS UNDER:
(PAN) by every participant in securities market. Members
holding shares in electronic form are therefore requested The Instructions for Members for Remote E-Voting
to submit the PAN to their Depository Participants with are as under: -
whom they are maintaining their Demat accounts. i. The voting period begins on Thursday, 10th June,
Members holding shares in physical form can submit 2021 at 09.00 a.m. (IST) and ends on Sunday,
their PAN details to the Company or to the Registrar and 13th June, 2021 at 5.00 p.m. (IST). During this period
Share Transfer Agent. shareholders’ of the Company, holding shares either
13. Members desiring any information as regards to Accounts in physical form or in dematerialized form, as on
are requested to send an email to [email protected], the cut-off date i.e. 07th June, 2021 may cast their
14 days in advance before the date of the meeting to vote electronically. The E-Voting module shall be
enable the Management to keep full information ready on disabled by CDSL for voting thereafter.
the date of AGM. ii. Shareholders who have already voted prior to the
14. Members who wish to inspect the Register of Directors meeting date would not be entitled to vote at the
and Key Managerial Personnel and their shareholding meeting venue.
maintained under section 170 of Companies Act, 2013 iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/
and Register of Contracts or Arrangements in which CMD/CIR/P/2020/242 dated 09.12.2020, under
directors are interested maintained under section 189 Regulation 44 of Securities and Exchange Board
of the Companies Act, 2013 and Relevant documents of India (Listing Obligations and Disclosure
referred to in this Notice of AGM and explanatory Requirements) Regulations, 2015, listed entities
statement can send an email to [email protected] are required to provide remote e-voting facility
15. The business set out in the Notice will be transacted to its shareholders, in respect of all shareholders’
through electronic voting system and the Company resolutions. However, it has been observed that
is providing facility for voting by electronic means. the participation by the public non-institutional
Instructions and other information relating to e-voting are shareholders/retail shareholders is at a negligible
given in this Notice under Note No. 23. level.
16. In case of joint holders attending the Meeting, only such Currently, there are multiple e-voting service
joint holder who is higher in the order of names will be providers (ESPs) providing e-voting facility to listed
entitled to vote. entities in India. This necessitates registration on
various ESPs and maintenance of multiple user IDs
17. The Annual Report alongwith the Notice of AGM will be and passwords by the shareholders.
placed on the Company’s website on www. lloyds.in.
In order to increase the efficiency of the voting
18. Members of the Company holding shares either in process, pursuant to a public consultation, it has been
physical form or in Dematerialised forms as on Benpos decided to enable e-voting to all the demat account
date i.e. 14th May, 2021 will receive Annual Report for the holders, by way of a single login credential,
financial year 2020-21 through electronic mode. through their demat accounts/ websites of
19. As per the MCA General Circular No. 20/2020 dated Depositories/ Depository Participants. Demat
05th May, 2020, the Annual Report will be sent through account holders would be able to cast their vote
electronic mode to only those Members whose email without having to register again with the ESPs,
IDs are registered with the Registrar and Share Transfer thereby, not only facilitating seamless authentication
Agent of the Company/ Depository participant. but also enhancing ease and convenience of
participating in e-voting process.
20. Shareholders of the Company holding shares either in
physical form or in Dematerialised forms as on Benpos iv. In terms of SEBI circular no. SEBI/HO/CFD/
date i.e. 14th May, 2021 will receive Annual Report for the CMD/CIR/P/2020/242 dated December 9, 2020
financial year 2020-21 through electronic mode only. on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in
21. Members are requested to notify any changes in their demat mode are allowed to vote through their
address to the Company’s Registrar and Share Transfer demat account maintained with Depositories and
Agent, M/s. Bigshare Services Pvt. Ltd., 1st Floor, Bharat Depository Participants. Shareholders are advised
Tin Works Building, Opp. Vasant Oasis Makwana Road, to update their mobile number and email Id in their
Marol, Andheri East, Mumbai – 400059. demat accounts in order to access e-Voting facility.
11
LLOYDS METALS AND ENERGY LIMITED
Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in
Demat mode is given below:
12
ANNUAL REPORT 2020-21
Helpdesk for Individual Shareholders holding Dividend Enter the Dividend Bank Details or
securities in demat mode for any technical Bank Date of Birth (in dd/mm/yyyy format) as
issues related to login through Depository i.e. Details recorded in your demat account or in
CDSL and NSDL OR Date the company records in order to login.
of Birth • If both the details are not recorded
Login type Helpdesk details (DOB) with the depository or company,
Individual Members facing any technical please enter the member id / folio
Shareholders issue in login can contact CDSL number in the Dividend Bank details
holding helpdesk by sending a request at field as mentioned in instruction (v).
securities in [email protected]
Demat mode or contact at 022- 23058738 and (vi) After entering these details appropriately, click on
with CDSL 22-23058542-43. “SUBMIT” tab.
Individual Members facing any technical (vii) Shareholders holding shares in physical form will
Shareholders issue in login can contact NSDL then directly reach the Company selection screen.
holding helpdesk by sending a request However, shareholders holding shares in demat
securities in at [email protected] or call at form will now reach ‘Password Creation’ menu
Demat mode toll free no.: 1800 1020 990 and wherein they are required to mandatorily enter their
with NSDL 1800 22 44 30 login password in the new password field. Kindly
(v) Login method for e-Voting for shareholders note that this password is to be also used by the
other than individual shareholders & physical demat holders for voting for resolutions of any
shareholders. other company on which they are eligible to vote,
provided that company opts for e-voting through
1) The shareholders should log on to the e-voting
CDSL platform. It is strongly recommended not to
website www.evotingindia.com.
share your password with any other person and take
2) Click on “Shareholders” module. utmost care to keep your password confidential.
3) Now enter your User ID (viii) For shareholders holding shares in physical form,
a. For CDSL: 16 digits beneficiary ID, the details can be used only for e-voting on the
b. For NSDL: 8 Character DP ID followed by resolutions contained in this Notice.
8 Digits Client ID, (ix) Click on the EVSN for the relevant <Company
c. Shareholders holding shares in Physical Name> on which you choose to vote.
Form should enter Folio Number registered
with the Company. (x) On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option
4) Next enter the Image Verification as displayed “YES/NO” for voting. Select the option YES or NO
and Click on Login. as desired. The option YES implies that you assent
5) If you are holding shares in demat form and had to the Resolution and option NO implies that you
logged on to www.evotingindia.com and voted dissent to the Resolution.
on an earlier e-voting of any company, then
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish
your existing password is to be used.
to view the entire Resolution details.
6) If you are a first-time user follow the steps given
below: (xii) After selecting the resolution, you have decided
to vote on, click on “SUBMIT”. A confirmation box
For Shareholders holding shares in Demat will be displayed. If you wish to confirm your vote,
Form other than individual and Physical Form click on “OK”, else to change your vote, click on
PAN Enter your 10 digit alpha-numeric *PAN “CANCEL” and accordingly modify your vote.
issued by Income Tax Department
(Applicable for both demat shareholders (xiii) Once you “CONFIRM” your vote on the resolution,
as well as physical shareholders) you will not be allowed to modify your vote.
• Shareholders who have not updated (xiv) You can also take a print of the votes cast by clicking
their PAN with the Company/ on “Click here to print” option on the Voting page.
Depository Participant are requested
to use the sequence number in the (xv) If a demat account holder has forgotten the login
PAN field. The sequence number password then Enter the User ID and the image
is mentioned in the email of the verification code and click on Forgot Password &
“Annual Report for Financial Year enter the details as prompted by the system.
2020-21 including Notice of AGM”
sent to the shareholders on their
Registered E-mail IDs
13
LLOYDS METALS AND ENERGY LIMITED
(xvi) Facility for Non – Individual Shareholders and (ii) Only those Members/ shareholders, who will
Custodians –Remote Voting be present in the AGM through VC/OAVM
facility and have not casted their vote on the
• Non-Individual shareholders (i.e. other than Resolutions through Remote E-Voting and are
Individuals, HUF, NRI etc.) and Custodians are otherwise not barred from doing so, shall be
required to log on to www.evotingindia.com and eligible to vote through E Voting system in the
register themselves in the “Corporates” module. AGM.
• A scanned copy of the Registration Form (iii) Members who have voted through Remote
bearing the stamp and sign of the entity should E-Voting will be eligible to attend the AGM and
be emailed to [email protected]. participate there at. However, they will not be
• After receiving the login details a Compliance eligible to vote at the AGM.
User should be created using the admin login (iv) If any Votes are cast by the shareholders
and password. The Compliance User would be through the e-voting available during the
able to link the account(s) for which they wish AGM and if the same shareholders have
to vote on. not participated in the meeting through VC/
• The list of accounts linked in the login should be OAVM facility, then the votes cast by such
mailed to [email protected] and shareholders shall be considered invalid as
on approval of the accounts they would be able the facility of e-voting during the meeting is
to cast their vote. available only to the shareholders attending the
meeting.
• A scanned copy of the Board Resolution and
Power of Attorney (POA) which they have (v) Members are requested to follow the
issued in favour of the Custodian, if any, should instructions, if any, provided during the currency
be uploaded in PDF format in the system for the of the AGM for E- Voting.
scrutinizer to verify the same. (vi) The details of the person who may be contacted
• Alternatively Non Individual shareholders for any grievances connected with the facility
are required to send the relevant Board for e-voting during the AGM shall be the same
Resolution/ Authority letter etc. together person mentioned for Remote e-voting.
with attested specimen signature of the duly Process for those shareholders whose email
authorized signatory who are authorized to addresses are not registered with the depositories
vote, to the Company at the email address viz; for obtaining login credentials for e-voting for the
[email protected], if they have voted from resolutions proposed in this notice:
individual tab & not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the a. For Physical shareholders- Please provide
same. necessary details like Folio No., Name of
shareholder, Scanned copy of the share
If you have any queries or issues regarding E-Voting certificate (front and back), PAN (self-attested
from the CDSL e-Voting System, you can write an scanned copy of PAN card), AADHAR (self-
email to [email protected] or contact attested scanned copy of Aadhar Card) by email
at 022- 23058738 and 022-23058542/43. to our RTA Bigshare Services Private Limited
All grievances connected with the facility for on their email ID [email protected].
voting by electronic means may be addressed b. For Demat shareholders - Please provide
to Mr. Rakesh Dalvi, Manager, (CDSL) Central Demat account details (CDSL-16-digit
Depository Services (India) Limited, A Wing, beneficiary ID or NSDL-16-digit DPID + CLID),
25th Floor, Marathon Futurex, Mafatlal Mill Name, Client master or Copy of Consolidated
Compounds, N M Joshi Marg, Lower Parel Account statement, PAN (self-attested scanned
(East), Mumbai - 400013 or send an email to copy of PAN card), AADHAR (self-attested
[email protected] or call on scanned copy of Aadhar Card) by email to our
022-23058542/43. RTA Bigshare Services Private Limited on their
The Instructions for Members for E-Voting on email ID [email protected].
the day of the AGM are as under: - The RTA shall co-ordinate with CDSL and
(i) The procedure for E-Voting on the day of the provide the login credentials to the above
AGM is same as the instructions mentioned -mentioned shareholders.
above for remote e-voting.
14
ANNUAL REPORT 2020-21
24. INSTRUCTIONS FOR MEMBERS FOR g) Further Members will be required to allow
ATTENDING THE AGM THROUGH VC/OAVM Camera and use Internet audio settings as and
ARE AS UNDER: when asked while setting up the meeting on
Mobile App.
a) Members whose email IDs are already registered
with the Depository Participant/ Registrar and h) Please note that Participants Connecting
Share Transfer Agent of the Company and from Mobile Devices or Tablets or through
who are desirous to attend the AGM through Laptop connecting via Mobile Hotspot may
VC/OAVM can apply at [email protected] experience Audio/Video loss due to Fluctuation
requesting for participation in the AGM, by giving in their respective network. It is therefore
their name as registered in the records of the recommended to use Stable Wi-Fi or LAN
Company, DPID/Client ID or Folio Number and Connection to mitigate any kind of aforesaid
the Registered email ID. glitches.
b) Members who are desirous of attending the i) The helpline number for joining the Meeting
AGM through VC/OAVM and whose email IDs through Electronic Mode will be provided in
are not registered with the RTA of the Company/ the Meeting Invitation which will be sent to the
DP, may get their email IDs registered as per eligible applicants.
the instructions provided in point No. 5 of this
Notice. j) Institutional Shareholders are encouraged to
participate at the AGM through VC/OAVM and
c) Members who are desirous of attending the vote thereat.
AGM may send their request by 31st May, 2021.
On successful registration with the company, 25. Any person, who acquires shares of the Company
the invitation to join the AGM will be sent to the and become member of the Company after sending
Members on their registered email IDs latest by the Notice of AGM through electronic mode and
12th June, 2021. This will be done on first come holding shares as on the cut-off date, may obtain
first served basis, limited to 1000 members the login ID and password by sending a request at
only. Due to security reason the invitation link [email protected].
to participate in the AGM will be shared on the 26. In line with the Ministry of Corporate Affairs General
registered email id of the member only after Circular No. 17/2020 dated 13th April, 2020, the Notice
successful registration with the Company. calling AGM has been uploaded on the website of the
d) Members who would like to express their views Company at www.lloyds.in. The Notice can also be
or ask questions during the AGM may register accessed from the websites of the Stock Exchanges
themselves as a speaker by sending their request i.e. BSE Limited and Metropolitan Stock Exchange of
by 31st May, 2021 from their registered email India Limited at www.bseindia.com and www.msei.in
address mentioning their name as registered in respectively and the AGM Notice is also available on
the records of the Company, DPID/Client ID or the website of CDSL (agency for providing the e-Voting
Folio Number at [email protected]. Those facility) i.e. www.evotingindia.com.
Members who have registered themselves as 27. Investor Grievance Redressal: - The Company has
a speaker will only be allowed to express their designated an e-mail id [email protected] to enable
views/ask questions during the AGM. investors to register their complaints, if any.
e) Members may attend the AGM, by following STATEMENT PURSUANT TO SECTION 102(1) OF THE
the invitation link sent to their registered email COMPANIES ACT, 2013 (“the Act”)
ID. Members will be able to locate Meeting
ID/ Password/ and JOIN MEETING tab. By The following Statement sets out all material facts relating to
Clicking on JOIN MEETING, they will be the Special Business mentioned in the accompanying Notice:
redirected to Meeting Room via browser or by Item No. 5
running Temporary Application. In order to join
the Meeting, follow the step and provide the The Board on recommendations of the Audit Committee in their
required details (mentioned above – Meeting meeting held on 12th April, 2021 has approved the appointment
Id/Password/Email Address) and Join the of M/s. Singh M K & Associates, Cost Accountants as Cost
Meeting. Members are encouraged to join the Auditor to conduct the Cost Audit of the Company for the
Meeting through Laptops for better experience. Financial year 2021-22 at ` 30,000/- remuneration.
f) In case of Android/Iphone connection, In accordance with the provisions of section 148 of the Act
Participants will be required to download and read with Companies (Audit & Auditors) Rules, 2014, the
Install the appropriate application as given in the remuneration payable to the cost auditor has to be ratified by
mail to them. Application may be downloaded the Shareholders of the Company.
from Google Play Store/ App Store.
15
LLOYDS METALS AND ENERGY LIMITED
Accordingly, consent of the member is sought for passing the father of Mr. Madhur Rajesh Gupta (belonging to Promoter/
Ordinary Resolution as set out at item No. 5 of the Notice for Promoter Group of the Company), Mr. Mukesh Gupta,
ratification of remuneration payable to the cost auditors for the the Promoter & Director of the Company being uncle of
financial year ending 31st March, 2022. Mr. Madhur Gupta and Mr. Babulal Agarwal, Managing
Director of the Company being the Grandfather of Mr. Madhur
None of the Directors/ Key Managerial Personnel of the Gupta, none of the other Directors, Key Managerial Personnel
Company or their relatives are concerned or interested in the of the Company and their relatives are, in any way concerned
resolutions as set out at item No. 5 of the Notice except to the or interested in resolution set out at Item no. 6 of the Notice.
extent of their shareholding in the Company, if any.
The Board recommends the ordinary resolution set out at Item
The Board recommends the ordinary resolutions set out at no. 6 to the Notice for approval of Members.
the item no. 5 of the Notice for member’s approval of the
Company. Item No. 7
Item No. 6 The Board in its meeting held on 12th April, 2021 have
recommended for your approval the sale of Property of
The Board of Directors of the Company (based on the the Company including and not limited to CTS No.1498A/4
recommendation of Nomination and Remuneration Committee) admeasuring about 2245.30 sq; mtrs, Village Marol, Andheri
in their meeting held on 13th November, 2020 has appointed (Mumbai Suburban District).
Mr. Madhur Gupta as an Additional Director designated as
Non-Executive Director of the Company w.e.f. 13th November, Section 180(1)(a) of the Companies Act, 2013 (“the Act”)
2020 in terms of provisions of the Companies Act, 2013. requires that the Board of Directors shall not without the
consent of the Members obtained by Special Resolution sell,
As per Section 161 of the Companies Act, 2013, Mr. lease, transfer, assign or otherwise dispose of the whole or
Madhur Gupta can hold office upto the date of ensuing substantially the whole of the undertaking of the company or
Annual General Meeting, and is eligible for appointment where the company owns more than one undertaking, of the
as Director. In terms of section 160 of the Companies Act, whole or substantially the whole of any of such undertakings.
2013, the Company has received notice in writing from a Having regard to the definition of the term “Undertaking” and
member proposing the candidature of Mr. Madhur Gupta to the term “substantially the whole of the undertaking” contained
be appointed as a Non-Executive Director of the Company in Section 180(1)(a) of the Act, this proposed transaction
in Promoter Category as per the relevant provisions of would attract the provisions of Section 180(1)(a) of the Act.
the Companies Act, 2013. Further, as per the proviso to
Sec. 160 which is made effective February 09, 2018 the The resolution in the accompanying notice is proposed to
requirements of deposit of amount shall not apply in case of seek Members’ approval through special resolution.
appointment of a Director recommended by the Nomination
and Remuneration Committee. Since appointment of The Board is of the opinion that the aforesaid Resolution is in
Mr. Madhur Gupta as Non–Executive director is recommended the best interest of the Company and hence recommends the
by Nomination and Remuneration Committee of the Company, Special Resolution set out at the item no. 7 of the Notice for
there is no requirement of submission of requisite deposit. member’s approval of the Company.
Consent to act as a Director as well as disclosure for non- None of the Directors/ Key Managerial Personnel of the
disqualification as required under the Companies Act, 2013 Company or their relatives are concerned or interested in the
have already been received from Mr. Madhur Gupta. resolutions as set out at item No. 7 of the Notice except to the
extent of their shareholding in the Company, if any.
A copy of the draft letter for appointment of Mr. Madhur Gupta
setting out the terms and conditions of appointment and other Item No.8
relevant documents shall be available for inspection as per the With a view to align the existing MOA of the Company with
instructions provided in the Note No. 14 of this Notice. Table A of the Schedule I of the Companies Act, 2013, the
Mr. Madhur Gupta holds a degree of MSC in Engineering Board of Directors in its meeting held on 12th April, 2021 has
and Business Studies from University of Warwick, United proposed the alteration in the memorandum of association of
Kingdom. He has 8 years of experience in Real Estate and the Company as under:
Infrastructure. His expertise in the area of Project execution, 1. The words ‘Companies Act, 1956’ in the existing MOA
planning, finance and business development will be valuable shall be substituted with the words ‘Companies Act,
to our Company’s Board. 2013’, and wherever required in the Memorandum
Disclosure under Regulation 26(4) and 36(3) of the Listing of Association of the Company, reference to various
Regulations and Secretarial Standard-2 issued by The sections of the Companies Act, 1956 be replaced with
Institute of Company Secretaries of India is annexed to this the reference to the corresponding sections of the
Notice of Annual General Meeting as Annexure I. Companies Act, 2013
Except Mr. Madhur Gupta being an appointee, Mr. Rajesh 2. The existing Part C (“Other Object Clause”) of Section III
Gupta, the Promoter & Director of the Company being the of its MOA would be deleted.
16
ANNUAL REPORT 2020-21
3. The Objects Clause (Clause III of MOA) will now have the Company. Explanation of “undertaking” for the purpose
two parts viz. of Section 180(1)(a) of the Act, shall mean an undertaking in
which the investment of the company exceeds twenty percent
a. Part a - ‘The Objects to be pursued by the Company
of its net worth as per the audited balance sheet of the
on its incorporation are’; and
preceding financial year or an undertaking which generates
b. Part b - ‘Matters which are necessary for furtherance twenty percent of the total income of the company during the
of the Objects specified in Clause 3rd (a) are’ previous financial year.
4. Part b of Clause III by way of insertion(s)/alteration(s) as The members of the Company by way of special resolution
stated in the resolution. passed on 29th December, 2014 through postal ballot/e-voting
5. The existing liability clause be substituted in line with new had authorised the Board of Directors to mortgage and/or to
clause provided as per Companies Act, 2013 create charge in any manner, on all or any of the immovable
and/or moveable assets from time to time provided that the
4th The liability of the member(s) is limited and this liability total amount shall not at any point of time exceed the limit of
is limited to the amount unpaid, if any, on the shares held ` 2,000 Crores.
by them.
However the aforesaid special resolution does not authorize
6. Other amendments required to align the existing the Board of Directors to sell, dispose of, assign, transfer, the
memorandum of association of the Company in undertakings, assets, property etc. of the Company.
accordance with Table A of Schedule I of the Companies
Act 2013. Hence the Board of Directors in its meeting held on
12th April, 2021 subject to the approval of shareholders in the
A copy of the Memorandum of Association of the Company general meeting accorded consent for sell, lease, dispose
along with the proposed amendments is available for of, assign, transfer, create charge and/or mortgage all or
inspection by the members as per the instructions provided in any of the immovable and movable property of the Company
the Note No. 14 of this Notice. wheresoever situated, present & future, and the whole of the
None of the Directors/ Key Managerial Personnel of the undertaking of the Company in favor of Banks, Debenture
Company or their relatives are concerned or interested in the Trustees, Firms, Bodies Corporate, LLPs, Financial
resolutions except to the extent of their shareholding in the Institutions, NBFCs, Insurance Companies, Mutual Funds,
Company, if any. Trusts, Investment Institutions, any other persons or any other
lenders, for a sum of money not exceeding ` 2,000 Crores.
The Board recommends passing of special resolution under
item No. 8 of the Notice for your approval. The proposal outlined above is in the interest of the Company
and Board recommends passing of special resolution under
Item No. 9
item No. 10 of the Notice for your approval.
Pursuant to Section 14 of the Companies Act, 2013 the
None of the Directors and Key Managerial Personnel of the
consent of the Members by way of Special Resolution is
Company is concerned or interested in the said resolution
required for alteration of AOA of the Company. The Board has
except to the extent of their shareholding, if any.
recommended alteration of the existing clause 3 (a) with the
following clause. Item No. 11
3 (a) The Authorised Share Capital of the Company shall Vide Companies (Amendment) Act, 2017, Section 185 of the
be such amount as may be mentioned in Clause 05th of the Companies Act, 2013 has been amended and the same was
Memorandum of Association of the Company from time to time. notified by the Ministry of Corporate Affairs on 7th May, 2018.
In terms of the amended Section 185 of the Companies Act,
A copy of the Articles of Association of the Company along
2013 a company may advance any loan including any loan
with the proposed amendments is available for inspection by
represented by a book debt, or give any guarantee or provide
the members as per the instructions provided in the Note No.
any security in connection with any loan taken by any person
14 of this Notice.
in whom any of the Director of the Company is interested
None of the Directors/ Key Managerial Personnel of the subject to the condition that approval of the shareholders of
Company or their relatives are concerned or interested in the the Company is obtained by way of Special Resolution and
resolutions except to the extent of their shareholding in the requisite disclosures are made in the Explanatory Statement.
Company, if any.
In view of the above; and as an abundant caution, the Board at
The Board recommends passing of special resolution under its meeting held on 12th April, 2021 decided to seek approval of
item No. 9 of the Notice for your approval. the shareholders pursuant to the amended provisions of Section
185 of the Companies Act, 2013 to advance any loan including
Item No. 10
any loan represented by book debt, or give guarantee or
Section 180(1)(a) of the Companies Act, 2013 (‘the Act’), provide any security in connection with any loans / debentures /
provides that the Board of Directors of a company shall not bonds etc. raised by any entity/ Company/Body(ies) Corporate/
except with the consent of the Company in General Meeting, LLP, subsidiary, associate and joint venture of the Company
by way of Special Resolution, sell, lease or otherwise dispose in whom any of the Director of the Company is interested up
of the whole, or substantially the whole, of the undertaking of to an aggregate amount not exceeding ` 250 Crores (Rupees
17
LLOYDS METALS AND ENERGY LIMITED
Two Hundred and Fifty Crores Only). This will also enable Regulations, 2018, Rule 13 of Companies (Share Capital
the Company to provide the requisite corporate guarantee or and Debentures) Rules, 2014 and Rule 14 of Companies
security in relation to raising of loans / debentures / bonds etc. (Prospectus and allotment of securities) Rules, 2014 in relation
by the said subsidiary(ies) / associates / JV Companies /body to the above said Special Resolution are given as under.
corporates, as and when it is raised.
1. a. List of Allottee for Preferential Allotment of
None of the Directors, Key Managerial Personnel of the Equity Shares:
Company or their relatives are concerned or interested in the
resolutions except to the extent of their shareholding in the Sr. Name of the No. of Name of
Company, if any. No. Proposed Equity the Ultimate
The Board recommends passing of special resolution under Allottee Shares Beneficiaries/
item No. 11 of the Notice for your approval. proposed Owners**
to be
Item No. 12 & 13
allotted
The Board of the Directors of the Company at its meeting held Acquirer*
on 14th May, 2021 has given their consent subject to approval
of shareholders of the Company by way of Special Resolution 1. Thriveni 9,00,00,000 • Balasubramanian
to the issue and allotment of: (a) 9,00,00,000 (nine crore) Earthmovers Prabhakaran
Equity Shares of face value of ` 1/- (Rupee One only) each at Private • Balasubramanian
a premium of ` 19/- (Rupees Nineteen only) each aggregating Limited Karthikeyan
to ` 180,00,00,000 (Rupees One Eighty Crore only); and Total 9,00,00,000
(b) 1,00,00,000 (one crore) 3% optionally fully convertible * The Preferential Allotment to the Proposed Allottee
debentures of face value of ` 20/- (Rupees Twenty only) as mentioned above has also triggered an obligation
each at par aggregating to ` 20,00,00,000 (Rupees Twenty on the Proposed Allottee to make an open offer to
Crore only) convertible into 1,00,00,000 (one crore) fully paid- the equity shareholders of the Company (including
up equity shares of face value of ` 1 each of the Company
the non-promoter non public shareholder of the
at the option of the Proposed Allottee (as defined below)
Company) but excluding the shareholders forming
within a period of 18 months from the date of allotment, to
part of the promoter and promoter group of the
Thriveni Earthmovers Private Limited (“Proposed Allottee”)
Company in terms of Regulations 3 and 4 of SEBI
on preferential allotment basis.
(Substantial Acquisitions of Shares and Takeovers)
The Preferential Allotment to the Proposed Allottee as Regulations, 2011 (“Open Offer”). Subject to the
mentioned above has also triggered an obligation on the approval of the shareholders of the Company in the
Proposed Allottee to make an open offer to the equity annual general meeting for the proposed preferential
shareholders of the Company (including the non-promoter allotment of the Equity Shares and OFCDs and upon
non public shareholder of the Company) but excluding the completion of the Open Offer, Thriveni Earthmovers
shareholders forming part of the promoter and promoter Private Limited will be acquiring joint control in the
group of the Company in terms of Regulations 3 and 4 of Company and will be classified as the promoter of
SEBI (Substantial Acquisitions of Shares and Takeovers) the Company along with the existing members of the
Regulations, 2011 (“Open Offer”). Subject to the approval promoter and promoter group of the Company.
of the shareholders of the Company in the annual general
meeting for the proposed preferential allotment of the Equity ** Balasubramanian Prabhakaran and
Shares and OFCDs and upon completion of the Open Offer, Balasubramanian Karthikeyan, Directors of Acquirer
Thriveni Earthmovers Private Limited will be acquiring joint are in control of the Acquirer and are Ultimate
control in the Company and will be classified as the promoter Beneficial Owners of Acquirer holding 14.287% and
of the Company along with the existing members of the 29.690% shareholding in the Acquirer respectively.
promoter and promoter group of the Company.
b. List of Allottee for Preferential Allotment of
In terms of Section 62(1)(c) read with Sections 42 and 71 of OFCDs:
the Companies Act, 2013 and rules made thereunder (“Act”),
and in accordance with the provisions of Chapter V of the Sr. Name of the No. of Name of
Securities and Exchange Board of India (Issue of Capital No. Proposed OFCDs the Ultimate
and Disclosure Requirements) Regulations, 2018 (“ICDR Allottee proposed Beneficiaries/
Regulations”) as amended, and on the terms and conditions to be Owners**
and formalities as stipulated in the Act and the ICDR allotted
Regulations, the Preferential Issue requires approval of the
Acquirer*
shareholders of the Company by way of a special resolution.
1. Thriveni 1,00,00,000 • Balasubramanian
Accordingly, consent of the members is being sought in Earthmovers Prabhakaran
terms of Section 42, 62 & 71 of the Companies Act 2013 and Private • Balasubramanian
Chapter V of the SEBI (ICDR) Regulations, 2018.
Limited Karthikeyan
The details of the issue and other particulars as required in Total 1,00,00,000
terms of Regulation 163 of the Chapter V of the SEBI (ICDR)
18
ANNUAL REPORT 2020-21
* The Preferential Allotment to the Proposed Allottee 4. Basis on which the price has been arrived at along
as mentioned above has also triggered an obligation with report of the valuer:
on the Proposed Allottee to make an open offer to
the equity shareholders of the Company (including The Valuation of Equity Shares has been done by Dinesh
the non-promoter non public shareholder of the Kumar Deora, IBBI Registered Valuer- Securities and
Company) but excluding the shareholders forming Financial Assets being an Independent Valuer having
part of the promoter and promoter group of the its Office at 205, Nadiadwala Market, Poddar Road,
Company in terms of Regulations 3 and 4 of SEBI Malad (East), Mumbai- 400097. The Equity Shares of
(Substantial Acquisitions of Shares and Takeovers) the Company are not frequently traded shares within the
Regulations, 2011 (“Open Offer”). Subject to the meaning of explanation provided in Regulation 164(5) of
approval of the shareholders of the Company in the Chapter V of the SEBI (ICDR) Regulations, 2018 and the
annual general meeting for the proposed preferential pricing of Equity Shares is determined in compliance with
allotment of the Equity Shares and OFCDs and upon Regulation 165 of Chapter V of SEBI (ICDR) Regulations,
completion of the Open Offer, Thriveni Earthmovers 2018. In terms of the applicable provisions of SEBI ICDR
Private Limited will be acquiring joint control in the Regulations, the minimum price at which the Equity
Company and will be classified as the promoter of Shares and OFCDs shall be allotted is as follows:
the Company along with the existing members of the a. the minimum price at which Equity Shares to be
promoter and promoter group of the Company. issued and allotted is ` 11.43 (Face Value ` 1/- each
** Balasubramanian Prabhakaran and + Premium ` 10.43 each); and
Balasubramanian Karthikeyan, Directors of Acquirer b. the minimum price at which OFCDs to be issued and
are in control of the Acquirer and are Ultimate allotted is ` 11.43 at par.
Beneficial Owners of Acquirer holding 14.287% and
29.690% shareholding in the Acquirer respectively. Based on the Valuation provided by the Independent
Registered Valuer, the Board has decided the price as
2. Objects of the preferential issue: follows:
The proposed issue of 9,00,00,000 (nine crore) Equity a. The issue of Equity Shares on preferential basis
Shares and 1,00,00,000 (one crore) 3% OFCDs on shall be at a price of ` 20/- (Rupees Twenty) each
Preferential allotment basis is being made for cash (Face Value ` 1/- (Rupee One) each + Premium
with the object of meeting the short term and long term ` 19/- (Rupees Nineteen) each); and
funding requirements of the Company including but not
limited to working capital requirements and for general b. The 3% OFCDs of Face Value of ` 20/- (Rupees
corporate purposes in order to support the future growth Twenty) each are to be issued at par. The issue of
plan of the Company. Equity Shares pursuant to conversion of OFCDs on
preferential basis shall be at a price of ` 20/- (Rupees
Further, upon completion of Open Offer, TEMPL will Twenty) each (Face Value ` 1/- (Rupee One) each +
be acquiring joint control in the Company and will be Premium ` 19/- (Rupees Nineteen) each).
classified as the promoter of the Company along with the
existing members of the promoter and promoter group of 5. Relevant date with reference to which the price has
the Company and subsequently TEMPL shall nominate been arrived at:
Mr. Balasubramanian Prabhakaran, Managing Director The relevant date in terms of Regulation 161 of SEBI
of TEMPL for appointment as a director on the Board of (ICDR) Regulations, 2018 for determining the price of
the Directors of the Company. Equity share & Equity Shares to be issued on conversion
3. Maximum number of specified securities to be issued of OFCDs with reference to the proposed allotment is
and price of the securities: 14th May, 2021. Please note that 15th May, 2021
(Saturday) being the date 30 days prior to 14th June, 2021
The resolution set out in the accompanying notice (i.e., the date on which the Annual General Meeting of the
authorizes the Board: Company is being convened in terms of the Companies
a. to issue 9,00,00,000 (Nine Crore Only) Equity shares Act, 2013 to consider the proposed preferential issue)
of ` 1/- (Rupee One only) each at a price of ` 20/- falls on a weekend and accordingly, the day preceding
(Rupees Twenty only) each including premium of the weekend i.e., 14th May 2021 (Friday) is being fixed as
` 19/- (Rupees Nineteen only) each on preferential the relevant date in compliance with the Explanation to
basis for cash consideration; and Regulation 161 of the SEBI (ICDR) Regulations.
19
LLOYDS METALS AND ENERGY LIMITED
6. The class or classes of persons to whom the will be acquiring joint control in the Company and will be
allotment is proposed to be made: classified as the promoter of the Company along with the
existing members of the promoter and promoter group of
The proposed preferential allotment of Equity Shares the Company.
and OFCDs are made to body corporate i.e. Thriveni
Earthmovers Private Limited, having its registered office 8. The change in control if any in the company that
at No. 22/110 Greenways Road, Fairlands Salem, Tamil would occur consequent to the preferential offer:
Nadu- 636016.
Pursuant to Preferential Allotment and upon completion
The Proposed Allottee does not belong to promoter and of Open Offer, the Proposed Allottee shall acquire the
promoter group of the Company as on date. However, joint control of the Company and shall also become
as mentioned in points 1 and 2 of this Explanatory the promoter of the Company along with the existing
Statement, upon completion of Open Offer, TEMPL will members of the promoter and promoter group of the
be acquiring joint control in the Company and will be Company.
classified as the promoter of the Company along with the
existing members of the promoter and promoter group of 9. Time frame within which the preferential allotment
the Company. shall be completed:
7. Intention of promoters, directors or key managerial As required under the SEBI (ICDR) Regulations 2018, the
personnel of the issuer to subscribe to the offer: Company shall complete the allotment of Equity Shares
and OFCDs within a period of 15 days from the date of
None of the existing directors, promoters or key passing of this special resolution by the shareholders
managerial personnel of the Company have shown their in Annual General Meeting, provided that where any
intention to subscribe to proposed Preferential Issue of approval or permission by any regulatory authority or the
Equity Shares and OFCDs. Central Government or the Stock Exchanges is pending,
the allotment shall be completed within a period of 15
TEMPL, will subscribe to 9,00,00,000 (Nine Crore) Equity days from the date of such approval or permission, as the
Shares and 1,00,00,000 (One Crore) 3% OFCDs of the case may be in compliance with Regulation 170(1) and
Company and upon completion of Open Offer, TEMPL Regulation 170(3) of the SEBI (ICDR) Regulations, 2018.
10. Shareholding pattern before and after preferential issue would be as follows (As on 31st March, 2021):
i. Pre and Post Shareholding [Post Preferential Issue of 9,00,00,000 Equity Shares & Post Preferential Issue (Assuming
conversion of 1,00,00,000 (one crore) 3% OFCDs into equivalent number of Equity Shares)]
Sr. Category Pre Preferential Issue* Post Preferential Issue Post Preferential Issue
No of 9,00,00,000 Equity (Assuming conversion
Shares of 1,00,00,000 3% OFCDs
into Equity Shares)
No of shares % of share No of shares % of share No of shares % of share
held holding held holding held holding
A Promoters Holding
1 Indian
Individual 3,57,21,720 14.19 3,57,21,720 10.45 3,57,21,720 10.16
Bodies Corporate/LLPs 13,01,90,457 51.71 13,01,90,457 38.10 13,01,90,457 37.01
Sub-total 16,59,12,177 65.90 16,59,12,177 48.55 16,59,12,177 47.17
2 Foreign Promoters - 0.00 - 0.00 - 0.00
Sub-total (A) 16,59,12,177 65.90 16,59,12,177 48.55 16,59,12,177 47.17
B Non-promoters' holding
Institutional investors 15,829 0.01 15,829 0.00 15,829 0.00
Non-institution
Private corporate bodies & LLPs 1,45,84,615 5.79 1,45,84,615 4.27 1,45,84,615 4.15
Indian public & HUF 6,57,45,987 26.12 6,57,45,987 19.24 6,57,45,987 18.69
(Others (including NRIs)) 41,64,792 1.65 41,64,792 1.22 41,64,792 1.18
Sub-total (B) 8,45,11,223 33.57 8,45,11,223 24.73 8,45,11,223 24.03
20
ANNUAL REPORT 2020-21
Sr. Category Pre Preferential Issue* Post Preferential Issue Post Preferential Issue
No of 9,00,00,000 Equity (Assuming conversion
Shares of 1,00,00,000 3% OFCDs
into Equity Shares)
No of shares % of share No of shares % of share No of shares % of share
held holding held holding held holding
C Non Promoter & Non Public 13,25,820 0.53 13,25,820 0.39 13,25,820 0.38
D Acquirer (Proposed Promoter) - 0.00 9,00,00,000 26.34 10,00,00,000 28.43
GRAND TOTAL 25,17,49,220 100.00 34,17,49,220 100.00 35,17,49,220 100.00
*As on March 31, 2021
ii. Pre and Post Shareholding [Post Preferential Issue of 9,00,00,000 Equity Shares, Post Preferential Issue (Assuming
conversion of Existing 6,60,00,000 Convertible Warrants issued vide Special resolution dated 30th October, 2020 and
existing 2,66,50,000 OFCDs issued vide Special resolution dated 15th June, 2020), Post Preferential Issue (Assuming
conversion of 1,00,00,000 (one crore) 3% OFCDs into Equity Shares) and Post addition in Capital (ESOP)]
Sr. Category Pre Preferential Post Preferential Post Preferential Post Preferential Post Addition in
No. Issue* Issue of 9,00,00,000 Issue (Assuming Issue (Assuming Capital (ESOP)**
Equity Shares conversion of conversion
Existing 6,60,00,000 of 1,00,00,000
Convertible Warrants 3%OFCDs )
issued vide Special
resolution dated
30.10.2020 and
existing 2,66,50,000
OFCDs issued vide
Special resolution
dated 15.06.2020)
No of % of No of % of No of % of No of % of No of % of
shares held share shares held share shares held share shares held share shares held share
holding holding holding holding holding
A Promoters Holding
1 Indian
Individual 3,57,21,720 14.19 3,57,21,720 10.45 10,17,21,720 23.42 10,17,21,720 22.89 10,17,21,720 22.87
Bodies Corporate/LLPs 13,01,90,457 51.71 13,01,90,457 38.10 13,01,90,457 29.97 13,01,90,457 29.30 13,01,90,457 29.27
Sub-total 16,59,12,177 65.90 16,59,12,177 48.55 23,19,12,177 53.39 23,19,12,177 52.19 23,19,12,177 52.15
2 Foreign Promoters - 0.00 - 0.00 - 0.00 - 0.00 - 0.00
Sub-total (A) 16,59,12,177 65.90 16,59,12,177 48.55 23,19,12,177 53.39 23,19,12,177 52.19 23,19,12,177 52.15
B Non-promoters' holding
Institutional investors 15,829 0.01 15,829 0.00 15,829 0.00 15,829 0.00 15,829 0.00
Non-institution
Privatecorporatebodies&LLPs 1,45,84,615 5.79 1,45,84,615 4.27 4,12,34,615 9.49 4,12,34,615 9.28 4,12,34,615 9.27
Indian public & HUF 6,57,45,987 26.12 6,57,45,987 19.24 6,57,45,987 15.13 6,57,45,987 14.79 6,57,45,987 14.78
(Others (including NRIs)) 41,64,792 1.65 41,64,792 1.22 41,64,792 0.96 41,64,792 0.94 41,64,792 0.94
Sub-total (B) 8,45,11,223 33.57 8,45,11,223 24.73 11,11,61,223 25.59 11,11,61,223 25.01 11,11,61,223 25.00
C Non Promoter & Non Public 13,25,820 0.53 13,25,820 0.39 13,25,820 0.31 13,25,820 0.30 16,45,820 0.37
D Acquirer (Proposed - 0.00 9,00,00,000 26.34 9,00,00,000 20.72 10,00,00,000 22.50 10,00,00,000 22.49
Promoter)
GRAND TOTAL 25,17,49,220 100.00 34,17,49,220 100.00 43,43,99,220 100.00 44,43,99,220 100.00 44,47,19,220 100.00
*As on March 31, 2021
** Due to 3,20,000 employee stock options which will vest prior to September 30, 2021.
21
LLOYDS METALS AND ENERGY LIMITED
11. Consequential Changes in the Voting Rights:
Voting rights will change according to the change in the shareholding pattern mentioned above.
12. Identity of the natural persons who are the ultimate beneficial owners of the shares/OFCDs proposed to be allotted
and/or who ultimately control the proposed allottees, the percentage of post preferential issues that may be held
by them and change in control if any in the issuer consequent to the preferential issues:
Proposed Ultimate Beneficial Category Pre Preferential No. of Equity Post Preferential Post Preferential Post Preferential Post Addition in
Allottee Owner# Issue* Shares & Issue (After issue of Issue (Assuming Issue (Assuming Capital (ESOP)**
OFCDs 9,00,00,000 Equity conversion of conversion of
proposed to Shares) Existing 6,60,00,000 1,00,00,000
be allotted Convertible Warrants 3%OFCDs)
issued vide Special
resolution dated
30.10.2020 and
existing 2,66,50,000
OFCDs issued vide
Special resolution
dated 15.06.2020)
No of % of No of % of No of % of No of shares % of No of shares % of
shares share shares share shares share held share held share
held holding held holding held holding holding holding
Thriveni Mr.Balasubramanian Acquirer 0 0.00 i.9,00,00,000 9,00,00,000 26.34 9,00,00,000 20.72 10,00,00,000 22.50 10,00,00,000 22.49
Earthmovers Prabhakaran (proposed EquityShares
Private Mr.Balasubramanian promoter ii.1,00,00,000
Limited Karthikeyan along with OFCDs
the existing
members of
thepromoter
andpromoter
group of the
Company)
22
ANNUAL REPORT 2020-21
15. Undertakings: this resolution shall rank pari-passu with the existing
equity shares of the Company in all respects.
i. The Company undertakes to re-compute the price of
the Equity share in terms of the provisions of SEBI ii. For OFCDs:
(ICDR) Regulations 2018 where it is required to do
so; and a. The proposed allotment of OFCDs of ` 20/-
(Rupees Twenty) each is for cash and entire
ii. The Company undertakes that if the amount payable amount is payable to the Company before
on account of the re-computation of price is not allotment of OFCDs. The OFCDs shall be
paid within the time stipulated in the SEBI (ICDR) converted at the option of Debenture holder
Regulations, the Equity Shares shall continue to be within a time frame of not exceeding 18
locked- in till the time such amount is paid by the months from the date of allotment into one
Proposed Allottee. fully paid up Equity share of ` 1/- (Rupee
One) each of the Company at a price of
16. Disclosure as specified under Regulation 163(1)(i) of
` 20/- (Rupees Twenty) (including premium of
SEBI (ICDR) Regulations, 2018
` 19/- (Rupees Nineteen)) per share or if the
Disclosure is not applicable in the present case as Debenture holder does not choose to exercise
neither the company nor its promoters/ directors are the conversion option before the expiry of 18
wilful defaulters. months from the date of allotment of OFCD, the
OFCDs held by the Debenture holder shall be
17. Pricing:
redeemed compulsorily on the date of expiry
The Equity Shares of the Company are not frequently of 18 months from the date of allotment in
traded shares within the meaning of explanation provided accordance with the provisions of applicable
in Regulation 164 (5) of Chapter V of the SEBI (ICDR) laws and regulations including the provisions of
Regulations, 2018 and the pricing of Equity Shares is Chapter V of the SEBI (ICDR) Regulations and
computed in compliance with Regulation 165 of Chapter Companies Act, 2013.
V of SEBI (ICDR) Regulations, 2018.
b. The OFCDs shall be redeemed at par.
a. The issue of Equity Shares on preferential basis
c. The OFCDs shall be Unsecured.
shall be at a price of ` 20/- (Rupees Twenty) each
(Face Value ` 1/- (Rupee One) each + Premium d. The OFCDs shall carry simple interest @
` 19/- (Rupees Nineteen) each). 3% p.a. payable on half yearly basis or the
b. The 3% OFCDs of Face Value of ` 20/- (Rupees period thereof upto the date of conversion or
Twenty) each are to be issued at par. The issue of redemption whichever is earlier. If the interest
Equity Shares pursuant to conversion of OFCDs on on OFCDs is not paid on the due date, or the
preferential basis shall be at a price ` 20/- (Rupees redemption amount of OFCDs is not paid on
Twenty) each (Face Value ` 1/- (Rupee One) each the redemption date, then the Company shall
+ Premium ` 19/- (Rupees Nineteen) each). pay additional interest at the rate of 6% p.a. for
the period of default on the unpaid amount.
18. Auditors’ Certificate:
e. The transferability of the OFCDs and of the
A copy of the certificate from VSS & Associates, Equity Shares allotted on conversion of OFCDs
Chartered Accountants being the Statutory Auditors shall be in accordance with the provisions
of the Company certifying that the Preferential Issue of applicable laws and regulations including
is being made in accordance with the requirements of Regulation 168 of Chapter V of SEBI (ICDR)
Chapter V of SEBI (ICDR) Regulations, 2018 shall be Regulations, 2018.
placed before the shareholders at their proposed Annual
General Meeting and the same shall be available for 20. Lock-in period and restrictions on transferability:
inspection as per the instructions provided in the Note The Equity shares and OFCDs allotted on a preferential
No. 14 of this Notice. basis shall be locked-in as per Regulation 167 of Chapter
19. Material Terms of Issue of the Equity Shares and V of the SEBI (ICDR) Regulations, 2018, as amended.
OFCDs: The entire pre-preferential allotment shareholding of the
i. For Equity Shares allottee, if any shall be locked-in from the relevant date
up to a period of six months from the date of trading
Issue and allotment of 9,00,00,000 (Nine Crore) approval.
equity shares at a price of ` 20/- (Rupees Twenty)
per share (Face Value of ` 1/- (Rupee One) per The Equity Shares and OFCDs allotted on a preferential
share and ` 19/- (Rupees Nineteen) as premium basis are restricted for transfer or sale for such period
per share) on preferential allotment basis for cash as specified under Regulation 168 of Chapter V of SEBI
consideration. The Equity Shares allotted in terms of (ICDR) Regulations, 2018 relating to preferential issue.
23
LLOYDS METALS AND ENERGY LIMITED
21. Disclosure pursuant to the provisions of Schedule VI 24. Contribution being made by the promoters or
of SEBI (ICDR) Regulations 2018: directors either as part of the offer or separately in
furtherance of objects:
It is hereby declared that neither the Company nor its
promoters and directors are wilful defaulters and hence No contribution is being made by the existing promoters
providing disclosures specified in Schedule VI of SEBI or directors either as part of the offer or separately in
(ICDR) Regulations 2018 does not arise. furtherance of objects
22. Particulars of the offer, Kinds of Securities Offered, 25. Principle terms of assets charged as securities:
Price of the Securities Offered including date of
passing of Board resolution: No asset is charged as a security
a. Issue of 9,00,00,000 (Nine Crore) Equity shares of 26. Interest of Promoters/ Directors:
` 1 (Rupee One) each at an issue price of ` 20/- None of the existing promoters, directors and key
(Rupees Twenty) each including premium of ` 19/- managerial personnel and their relatives except to the
(Rupees Nineteen) each on preferential basis to extent of their shareholding in the Company, if any are in
Thriveni Earthmovers Private Limited for Cash. any way concerned or interested financially or otherwise
b. Issue of 1,00,00,000 (One Crore) 3% OFCDs at in the resolution No. 12 & 13 mentioned above.
the Face Value of ` 20/- (Rupees Twenty) each to The Board of Directors recommends the resolution as set out
Thriveni Earthmovers Private Limited on preferential at Item No. 12 & 13 for approval of the members as Special
basis for Cash. resolutions.
Date of passing board resolution for aforesaid preferential By Order of the Board
issue of Equity Shares and OFCDs is 14th May, 2021. For Lloyds Metals and Energy Limited
23. Amount which the company intends to raise by way
of such securities: Sd/-
Sneha Yezarkar
The Company intends to raise ` 180,00,00,000 Company Secretary
(Rupees One Eighty Crore) by way of preferential ACS-43338
issue of 9,00,00,000 (Nine Crore) Equity Shares and
` 20,00,00,000 (Rupees Twenty Crore) by way of Date: 14th May, 2021
preferential issue of 1,00,00,000 (One Crore) 3% OFCDs. Place: Mumbai
24
ANNUAL REPORT 2020-21
Annexure I
Details of Director seeking appointment/reappointment
Disclosure required under Regulation 26(4) and 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard - 2 in respect of Directors seeking appointment/reappointment:
25
LLOYDS METALS AND ENERGY LIMITED
Date:
To,
Bigshare Services Private Limited
1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis, Makwana Road,
Marol, Andheri East,
Mumbai 400059.
Dear Sir,
Sub: Registration of E-mail ID for serving of Notices / Annual Reports through electronic mode by Company
We hereby register our E-mail ID for the purpose of receiving the notices, Annual Reports and other documents / information in
electronic mode to be sent by the Company.
Folio No.:
E-mail ID:
Signature:
Note: Shareholder(s) are requested to notify the Company as and when there is any change in the e-mail address.
26
ANNUAL REPORT 2020-21
DIRECTORS’ REPORT
Dear Members, regulations of the Government of Maharashtra required for
setting up a new plant. The Company is expected to receive
Your Directors are pleased to present the Company’s Forty all clearances in coming months. The Company has received
Fourth Annual Report on the business and operations of offer letter from Industries Department regarding financial
Lloyds Metals and Energy Limited, along with the summary incentives i.e., Industrial Promotion Subsidy, Exemption of
of the Audited Standalone and Consolidated Financial Electricity Duty etc. from the Government of Maharashtra
Statements for the financial year ended 31st March, 2021. under Package Scheme of Incentives. Due to the political
FINANCIAL PERFORMANCE AND THE STATE OF THE uncertainties due to central & state elections, this project in
COMPANY’S AFFAIRS Gadchiroli, a politically sensitive area, was tentatively put on
(Figures in ` Lakhs) hold. Post Pandemic the company will revive this project.
Iron Ore Mining Activities
Particulars Standalone Consolidated
Current Previous Current Previous The Iron ore mining activities are carried out regularly at the
Year Year Year Year Surjagarh area of Gadchiroli district. Due to security issues,
2020-21 2019-20 2020-21 2019-20 mining takes place under police protection at Surjagarh. The
Revenue from operations 25,340.67 37,173.85 25,340.67 37,173.85 Company is at present undertaking only surface mining and
Other Income 1,990.25 2,562.31 1,990.25 2,562.31 the entire mined Iron Ore is used for captive consumption. The
Total Income 27,330.92 39,736.16 27,330.92 39,736.16
Company plans to start open Cast Mining as per the mining
plan. To get sizeable quantity, advanced machinery is being
Profit before Finance Cost, 3,077.43 4,675.10 3,077.43 4,675.10
Depreciation & Amortisation
deployed for excavation.
Expenses and Tax Expenses The iron ore production for the financial year 2020-21 is nil,
Less: Finance Cost 1,682.22 1,610.38 1,682.22 1,610.38 due to political uncertainties owing to Covid-19. The Company
Depreciation 1,382.53 1,755.40 1,382.53 1,755.40 has entered into MOU with Thriveni Earthmovers Private
Exceptional Items - - - - Limited, for operating an MDO. Thriveni is the largest Iron
Profit/(Loss) before tax 12.68 1,309.32 12.68 1,309.32 ore Mining operator in India, and pursuant to this MOU the
Less Deferred Tax - (1,873.32) - (1,873.32) Thriveni Earthmovers Private Limited and Lloyds Metals and
Energy Limited has incorporated a Joint Venture Company
Profit/(Loss) after tax 12.68 3,182.64 12.68 3,182.64
namely “Thriveni Lloyds Mining Private Limited” on
ShareofProfit/(Loss)ofassociate/ - - - -
28th May, 2020 in the ratio of 60:40, for doing Mining
joint venture
Operations only.
Profit/(Loss) for the Period 12.68 3,182.64 12.68 3,182.64
Other comprehensive income 52.33 (27.60) 52.33 (27.60) Incorporation of Joint Venture Company Thriveni Lloyds
(net of tax) Mining Private Limited
Total Comprehensive Income of 65.01 3,155.04 65.01 3,155.04
the Year (net of tax)
Thriveni Earthmovers Private Limited and Lloyds Metals and
Energy Limited has incorporated a Joint Venture Company
Review of Operations namely “Thriveni Lloyds Mining Private Limited” on
28th May, 2020 in the ratio of 60:40 pursuant to the signing
On Standalone Basis
of Memorandum of Understanding with Thriveni Earthmovers
The total income of the Company was ` 27,330.92 during the Private Limited dated 08th May, 2020.
year as against ` 39,736.16 Lakhs in the previous year. The
The Joint Venture Company “Thriveni Lloyds Mining
Company has reported net profit of ` 12.68 Lakhs during the
Private Limited” is incorporated for carry mining operations
year under review as against profit of ` 3,182.64 Lakhs in the
(MDO or similar) in Maharashtra & neighbouring states but
previous year.
starting with the MDO contract for Iron Ore Mining operations
On Consolidated Basis of Lloyds Metals and Energy Limited (LMEL).
The consolidated total income of the Company was The Iron Ore Mine of Lloyds Metals and Energy Limited is
` 27,330.92 during the year as against ` 39,736.16 Lakhs in situated at Surjagarh, Dist Gadchiroli. The lease is for an
the previous year. The Company has reported consolidated area of 348 Ha (860 Acres) and has total deposits (proven
net profit of ` 12.68 Lakhs during the year under review as & probable) of more than 91 Million MT. These reserves are
against profit of ` 3,182.64 Lakhs in the previous year. of the grade of 63 Fe, approx. The mine has been operating
sporadically since April 2016.
Setting-Up of Proposed Mineral Based Steel Plant at
Konsari Forward Integration
The Company is awaiting necessary permissions / registrations The Board of Directors of the Company in their meeting held
/ approvals / environmental clearance from the concerned on 14th September, 2020 have approved the expansion plan
department of the state, as per the existing policies / rules and for going down stream & to install an induction furnace based
27
LLOYDS METALS AND ENERGY LIMITED
steel plant with a capacity of 5,00,000 MTPA along with a SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
5,00,000 MTPA Rolling Mill producing Wire Rods & Bars for
construction, a 6,00,000 MTPA Pellet plant, 40 MW Power As on 31st March, 2021, we have 1 Joint Venture Company
plants to utilise the waste gases and waste coal as well as “Thriveni Lloyds Mining Private Limited”.
to balance power requirement and adding 3,50,000 MTPA Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules,
of DRI capacity. The entire plan would be carried out over 8 2014, the names of the companies which have become and
years at a total cost of ` 1,200 Crores in 3 Phases. ceased to be associates/subsidiary/joint venture companies
With this investment, the company shall be a totally integrated during the year are provided below.
plant with captive mining in a range of 150 kms, & a steel plant
with 5,00,000 MT of finished steel and 6,00,000 MT of pellet Sr. Companies which became associates/
making capacity. No. subsidiary/joint venture during the year under
review
While approving the entire expansion, the Board of Directors
1. “Thriveni Lloyds Mining Private Limited”
have approved the implementation at the earliest of the Phase
(Joint Venture/Associate)
1 which consist of installing an Induction Furnace based steel
Plant with a capacity to produce 2,50,000 MTPA at a cost of Sr. Companies which ceased to be associates/
` 185 Crores and will be forward integration to the existing No. subsidiary/joint venture during the year under
capacities utilising 100% of output of existing DRI plant & upto review
90% of capacity of existing Power Plant.
Nil
Mega Project Status
In accordance with Section 129(3) of the Companies Act, 2013,
The Government of Maharashtra has conferred the “Mega we have prepared the consolidated financial statements of
Project” status to the Proposed Expansion Project of the the Company, which form part of this Annual Report. Further,
Company with an investment of ` 1,000 Crores at Ghugus, a statement containing the salient features of the financial
Chandrapur for the manufacture of Induction furnace electric statement of our Joint Venture/ associate in the prescribed
arc furnace 2,50,000 M. tons Per annum in Phase 1, Rolling format AOC-1 is appended as “Annexure I” to the Board’s
Mill for TMT Bars / Wire Rods 5,00,000 M. tons per annum in report. The statement also provides details of the performance
Phase 2, Billet/ Slab Induction Furnace/ Electric Arc Furnace and financial position of the Joint Venture/ associate.
2,50,000 M. tons per annum, Sponge iron /DRI plant 3,00,000
M. tons per annum, WHRB Power Generation Plant 25 Mega DIVIDEND
Watt in Phase 3.
With a view to conserve the resources in long run, your
Based on the eligibility criteria and subject to certain Directors have not recommended any dividend for the year
compliances and conditions the Government of Maharashtra ended 31st March, 2021.
has granted incentives under Package Scheme of Incentives
TRANSFER TO RESERVES
-2019 (PSI -2019 ) in the form of exemption on electricity duty,
100% exemption on Stamp Duty, Industrial promotion subsidy During the year under review, no amount was transferred to
equivalent to 110% of the Fixed Capital Investment. general reserves.
MANAGEMENT DISCUSSION & ANALYSIS REPORT SHARE CAPITAL
The Management Discussion and Analysis Report for the The Committee of Board of Directors in their meeting held on
year under review, as stipulated under Regulation 34 of 31st July, 2020 has allotted 40,00,000 Equity Shares each to
SEBI (Listing Obligations and Disclosure Requirements) Mr. Ravi Agarwal, Mr. Shreekrishna Gupta and Mr. Madhur
Regulations, 2015, is set out in this Annual Report. Gupta pursuant to the conversion of their Warrants.
CONSOLIDATED FINANCIAL STATEMENTS The Nomination and Remuneration Committee in its meeting
held on 21st August, 2020 has allotted 25,70,820 Equity Shares
The Consolidated Financial Statements of the Company
to the Lloyds Employees Welfare Trust under Lloyds Metals
and its Associate/Joint venture, prepared in accordance with
and Energy Limited Employee Stock Option Plan – 2017.
the Companies Act, 2013 and applicable Indian Accounting
Standards along with all relevant documents and the Auditors’ The Committee of Board of Directors in their meeting held
Report form part of this Annual Report. The Consolidated on 22nd August, 2020 has allotted 1,20,00,000 Equity Shares
Financial Statements presented by the Company include the to Lloyds Metals & Minerals Trading LLP pursuant to the
financial results of its Joint Venture. conversion of its Warrants.
The Financial Statements as stated above are also available Further to the above allotment the paid-up share capital of
on the website of the Company at www.lloyds.in. the company has increased from ` 22,69,00,685 as on
31st March, 2020 to ` 25,34,71,505 as on 31st March, 2021.
28
ANNUAL REPORT 2020-21
During the year under review, there is no change in LLP upon receipt of initial warrant subscription amount of
Authorized Share Capital of the Company, which is ` 15.63 crores equivalent to 25% of the warrant issue price
` 1,00,00,00,000 (Rupees One hundred Crores only) divided (i.e. ` 9.47 per warrant) as prescribed under provisions of the
into 75,00,00,000 Equity Shares of ` 1/- each amounting to Securities and Exchange Board of India (Issue of Capital and
` 75,00,00,000/- (Rupees Seventy Five Crores only) and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR
2,50,00,000 Preference Shares of ` 10/- each amounting to Regulations”) for allotment of the convertible warrants.
` 25,00,00,000/- (Rupees Twenty Five Crores only).
The issue of aforesaid 6,60,00,000 Convertible Warrants
PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS was approved in the Extra- Ordinary General Meeting of the
Company held through video Conferencing on 30th October,
The Company issued and allotted on 19th June, 2020 in 2020.
aggregate 2,40,00,000 Convertible warrants at a price of
` 7.50 per warrant, each convertible into or exchangeable PREFERENTIAL ISSUE OF OFCD
for One (1) equity share of face value of ` 1/- each at a
premium of ` 6.50 per share to Mr. Ravi Agarwal (40,00,000 The Company had issued and allotted 2,66,50,000 9%
Warrants), Mr. Madhur Gupta (40,00,000 Warrants), Optionally Fully Convertible Debentures (OFCD) to
Mr. Shreekrishna Gupta (40,00,000 Warrants) and M/s Clover Media Private Limited belonging to the Non-
M/s. Lloyds Metals & Minerals Trading LLP (1,20,00,000 Promoter Category on 26th June, 2020 at the Face Value of
Warrants), the Promoters/Promoter Entity of the Company, ` 7.50 each on preferential allotment basis in compliance with
on preferential basis. The said warrants were allotted to Mr. Chapter V of SEBI (ICDR) Regulations, 2018. The OFCDs will
Ravi Agarwal, Mr. Madhur Gupta, Mr. Shreekrishna Gupta be converted at the option of the allottee, into one equity share
& M/s Lloyds Metals & Minerals Trading LLP upon receipt of of Face value of ` 1/- each at a price of ` 7.50 each at any
initial warrant subscription amount of ` 4.50 crores equivalent time within 18 months from the date of allotment or shall be
to 25% of the warrant issue price (i.e. ` 7.50 per warrant) as redeemed.
prescribed under provisions of the Securities and Exchange The issue of aforesaid 2,66,50,000 OFCDs was approved in
Board of India (Issue of Capital and Disclosure Requirements) the Annual General Meeting of the Company held through
Regulations, 2018 (“SEBI ICDR Regulations”) for allotment of video Conferencing on 15th June, 2020.
the convertible warrants.
UTILIZATION OF FUNDS
The issue of aforesaid 2,40,00,000 Convertible Warrants was
approved in the Annual General Meeting of the Company held During the year under review, the Company raised the funds
through video Conferencing on 15th June, 2020. through (i) issue of 90,00,00,000 warrants convertible into
equity shares on preferential basis to promoters/promoter
On 31st July, 2020 and upon the receipt of request from entities; (ii) issue of 2,40,00,000 Equity shares pursuant to
Mr. Ravi Agarwal, Mr. Madhur Gupta and Mr. Shreekrishna conversion of 2,40,00,000 Convertible warrants into Equity
Gupta for exercising their right to convert 1,20,00,000 equity Shares to promoters/promoter entities and (iii) issue of
warrants and also against the receipt of balance of warrant 2,66,50,000 Optionally Fully Convertible Debentures to Non-
issue price (i.e. ` 5.625 per warrant), the Company has Promoter on Preferential allotment basis.
considered and allotted in aggregate 1,20,00,000 equity shares
to Mr. Ravi Agarwal (40,00,000 Equity Shares), Mr. Madhur The funds raised through the respective issues were utilized
Gupta (40,00,000 Equity Shares) and Mr. Shreekrishna Gupta for the purpose for which it was raised and in accordance
(40,00,000 Equity Shares). with the objectives of the said preferential issue stated in the
explanatory statement to the notice of general meeting.
On 22nd August, 2020 and upon the receipt of request from
M/s Lloyds Metals & Minerals Trading LLP for exercising DEMATERIALIZATION OF SHARES
its right to convert 1,20,00,000 equity warrants and also As on 31st March 2021, there were approximately 24,73,92,560
against the receipt of balance of warrant issue price (i.e. Equity Shares dematerialized through depositories viz.
` 5.625 per warrant), the Company has considered and National Securities Depository Limited and Central Depository
allotted 1,20,00,000 equity shares to M/s Lloyds Metals & Services (India) Limited, which represents about 98.27% of the
Minerals Trading LLP. total issued, subscribed and paid-up capital of the Company.
The Company issued and allotted on 31st October, 2020 in EMPLOYEE STOCK OPTION SCHEME 2017
aggregate 6,60,00,000 Convertible warrants at a price of
` 9.47 per warrant, each convertible into or exchangeable for The Company with the objective of introducing a long-term
One (1) equity share of face value of ` 1/- each at a premium incentive tool to attract, motivate, retain talent and reward
of ` 8.47 per share to M/s Plutus Trade & Commodities LLP, loyalty, formulated ‘Lloyds Metals and Energy Limited
M/s Sky United LLP, M/s Teamwork Properities Developments Employee Stock Option Plan - 2017 (‘LMEL ESOP, 2017’)
LLP and M/s Blossom Trade & Interchange LLP, the Promoter for grant of a maximum of 1,11,29,129 stock options to the
Entities of the Company, on preferential basis. The said eligible employees of the Company. During the year 2018-
warrants were allotted to M/s Plutus Trade & Commodities 19, the Nomination and Remuneration Committee of the
LLP, M/s Sky United LLP, M/s Teamwork Properities Company has granted 66,66,640 stock options to the eligible
Developments LLP and M/s Blossom Trade & Interchange employees of the Company. During the financial year under
29
LLOYDS METALS AND ENERGY LIMITED
review, the Nomination and Remuneration Committee has DIRECTORS’ RESPONSIBILITY STATEMENT
allotted 25,70,820 Equity Shares to the Lloyds Employees
Welfare Trust under Lloyds Metals and Energy Limited Your Directors state that:
Employee Stock Option Plan – 2017. 1. in the preparation of the annual accounts for the year
The Company has received a certificate from the auditors ended 31st March, 2021, the applicable accounting
of the Company that the ‘LMEL ESOP, 2017’ have been standards have been followed and there are no material
implemented in accordance with the SEBI regulations and as departures from the same;
per the resolution passed by the members of the Company. 2. the Directors have selected such accounting policies
The necessary disclosure pursuant to section 62 of the and applied them consistently and made judgments and
Companies Act, 2013 read with Rule 12 of the Companies estimates that are reasonable and prudent so as to give
(Share Capital and Debentures) Rules, 2014 and Regulation a true and fair view of the state of affairs of the Company
14 of the SEBI (Share Based Employee Benefits) with regard as at 31st March, 2021 and of the profit of the Company
to Employee Stock Option Scheme of the Company is for the year ended on that date;
available at Company’s website i.e http://www.lloyds.in/wp-
content/uploads/2021/05/ESOP_Disclosure.pdf 3. the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
CHANGE IN THE NATURE OF BUSINESS ACTIVITIES accordance with the provisions of the Act for safeguarding
During the year under review, there is no change in the nature the assets of the Company and for preventing and
of the business of the Company. detecting fraud and other irregularities;
MATERIAL CHANGES AND COMMITMENTS AFFECTING 4. the Directors have prepared the annual accounts on a
THE FINANCIAL POSITION OF THE COMPANY ‘going concern’ basis;
There have been no material changes and commitments 5. the Directors have laid down internal financial controls
affecting the financial position of the Company which have to be followed by the Company and that such internal
occurred between the end of the financial year of the Company financial controls are adequate and are operating
to which the financial statements relate and the date of this effectively; and
report. 6. the Directors have devised proper systems to ensure
BOARD OF DIRECTORS compliance with the provisions of all applicable laws
and that such systems are adequate and operating
During the year under review there are following changes in effectively.
the Board of Directors of the Company
DISCLOSURE RELATED TO BOARD AND COMMITTEES
Mukesh Gupta (DIN 00028347)
Board Meetings
In accordance with the provisions of Companies Act, 2013
and the Articles of Association of the Company, Mr. Mukesh The Board met 6 times during the financial year 2020-
Gupta, Director of the Company, retires by rotation at the 21 on 08th May, 2020, 18th May, 2020, 14th June, 2020,
ensuing Annual General Meeting and being eligible, offers 14th September, 2020, 13th November, 2020 and 12th February,
himself for reappointment. 2021. The meeting details are provided in the Corporate
Governance Report that forms part of this Annual Report. The
Madhur Gupta (DIN 06735907) maximum interval between any two meetings did not exceed
120 days as prescribed in the Companies Act, 2013.
The Board of Directors appointed Mr. Madhur Gupta as an
Additional Non-Executive Non Independent Director of the Committees of the Board
Company in the promoter category w.e.f. 13th November, 2020
to hold office upto the date of 44th Annual General Meeting. As on March 31, 2021, the Board had 6 (Six) Committees viz:
Mr. Madhur Gupta being eligible has consented to act as Audit Committee, Nomination and Remuneration Committee,
Director of the Company and resolution for his appointment as Stakeholders’ Relationship Committee, Corporate Social
the Non-Executive Non Independent Director of the Company Responsibility Committee, Share Transfer and Shareholder’s/
in the Promoter Category is incorporated in the Notice of the Investor’s Grievance Committee and Committee of Board of
ensuing Annual General Meeting. Directors. A detailed note on the composition of the Board
and its committees is provided in the Corporate Governance
KEY MANAGERIAL PERSONNEL Report that forms part of this Annual Report.
In terms of section 203 of the Companies Act, 2013, the Board Evaluation
Key Managerial Personnel of the Company are Mr. Babulal
Agarwal, Managing Director, Mr. Riyaz Shaikh, Chief Financial Pursuant to the corporate governance requirements as
Officer and Ms. Sneha Yezarkar, Company Secretary & prescribed in the Companies Act, 2013 and the Securities
Compliance Officer. During the under review, there was no and Exchange Board of India (Listing Obligations and
change in the Key Managerial Personnel. Disclosure Requirements), Regulations 2015, the Board
of Directors has carried out an annual evaluation of its own
30
ANNUAL REPORT 2020-21
performance, Board Committees and of individual directors. VARIOUS COMPANY’S POLICIES
In a separate meeting of independent directors, performance
of non-independent directors, performance of the Board In accordance with the provisions of the SEBI (Listing
as a whole, performance of the Committee(s) of the Board Obligations and Disclosure Requirements) Regulations, 2015
and performance of the Chairman was evaluated, taking into and the Companies Act, 2013 the Company has formulated
account the views of other directors. Performance evaluation and implemented the following policies. All the Policies are
of independent directors was done by the entire Board, available on Company’s website (www.lloyds.in) under the
excluding the independent director being evaluated. heading “Policies”. The policies are reviewed periodically by
the Board and updated based on need and requirements.
Declaration by Independent Directors
Whistle Blower & Vigil Mechanism Policy
The Company has received declaration from the
Independent Directors confirming that they meet the criteria Whistle Blower Policy of the Company includes in its scope
of independence as prescribed under Section 149(6) of the any instances related to Insider Trading and also provides
Companies Act, 2013 read with Regulation 16 (1) (b) of the access to the employees of the Company to report the
Listing Regulations. In terms of Regulation 25(8) of the Listing instances of leak of Unpublished Price Sensitive Information
Regulations, the Independent Directors have confirmed that or suspected leak of Unpublished Price Sensitive Information.
they are not aware of any circumstances or situations which The Company has established Vigil Mechanism for the
exist or may be reasonably anticipated that could impair or directors and employees of the Company to report, serious
impact their ability to discharge their duties. and genuine unethical behavior, actual or suspected fraud and
violation of the Company’s code of conduct or ethics policy.
In the opinion of the Board, there has been no change in the It also provides adequate safeguards against victimization
circumstances which may affect their status as independent of persons, who use such mechanism and makes provision
directors of the Company and the Board is satisfied of the for direct access to the chairperson of the Audit Committee in
integrity, expertise, and experience (including proficiency appropriate or exceptional cases. None of the employees of
in terms of Section 150(1) of the Companies Act, 2013 and the Company has been denied access to the Audit Committee.
applicable rules thereunder) of all Independent Directors on
the Board. In terms of Section 150 of the Companies Act, Ms. Sneha Yezarkar, Company Secretary and Compliance
2013 read with Rule 6 of the Companies (Appointment and Officer of the Company, has been designated as Vigilance and
Qualification of Directors) Rules, 2014, Independent Directors Ethics Officer for various matters related to Vigil Mechanism.
of the Company have confirmed about their enrolment in the The Whistle Blower &Vigil Mechanism policy can be accessed
data bank of Independent Directors maintained with the Indian on the company’s website at
Institute of Corporate affairs.
http://www.lloyds.in/wp-content/uploads/2021/02/
Familiarization Programme for Independent Directors Whistle_Blower_Policy__Vigil_Mechanism.pdf
The Company has formulated a Programme for Familiarization Policy for Related Party Transactions
of Independent Directors with regard to their roles, rights,
responsibilities in the Company, nature of the industry in which In line with the requirements of Companies Act, 2013 and
the company operates etc. The detail of such Familiarization the SEBI (Listing Obligations and Disclosure Requirements)
programme conducted during the financial year 2020-21 can Regulations, 2015, the Company has formulated a Policy
be accessed on the company’s website at on Related Party Transactions. The policy regulates all
transactions taking place between the Company and its
http://www.lloyds.in/wp-content/uploads/2021/03/ related parties in accordance with the applicable provisions.
Familarisation_Programme_For_ID-2020-21.pdf
The policy on Related Party Transaction can be accessed on
During the year under review, the Independent Directors met the company’s website at http://www.lloyds.in/wp-content/
on 12th February, 2021, inter alia, to: uploads/2021/02/Policy_on_Materiality_of_Related_
a) Review the performance of Non-Independent Directors, Party_Transaction.pdf
and the Board of Directors as a whole; Code of conduct for Director(s) and Senior Management
b) Review the performance of the Chairman of the Personnel
Company, taking into account the views of the Executive The Company has adopted a Code of Conduct for the Senior
and Non-Executive Directors. Management Personnel, Directors (executive / non-executive)
c) Assess the quality, content and timeliness of flow of including a code of conduct for Independent Directors which
information between the Company management and the suitably incorporates the duties of Independent Directors as
Board that is necessary for the Board to effectively and laid down in the Act.
reasonably perform its duties. The above code can be accessed on the company’s website at
All the Independent Directors were present at this meeting. http://www.lloyds.in/wp-content/uploads/2021/02/Code_
The observations made by the Independent Directors have of_conduct.pdf
been adopted and put into force.
31
LLOYDS METALS AND ENERGY LIMITED
Risk Management Policy Insider Trading -Code of Conduct
The Risk Management policy is formulated and implemented In pursuant to SEBI (Prohibition of Insider Trading)
by the Company in compliance with the provisions of the Regulations, 2015, the Company has adopted the Insider
Companies Act, 2013 and SEBI (Listing Obligations and Trading Code. The Code provides framework for dealing with
Disclosure Requirements) Regulations, 2015. the securities of Company in mandated manner.
The policy helps to identify the various elements of risks faced The above Insider Trading-code of conduct can be accessed on
by the Company, which in the opinion of the Board threatens the company’s website at http://www.lloyds.in/wp-content/
the existence of the Company. uploads/2021/02/Insider_Trading%E2%80%93Code_of_
Conduct_Effective_from_April_12019.pdf
The Risk Management Policy can be accessed on the
company’s website at http://www.lloyds.in/wp-content/ Policy for Procedure of Inquiry in Case of Leak of
uploads/2021/02/Risk_Management_Policy.pdf Unpublished Price Sensitive Information (“UPSI”)
Nomination and Remuneration Policy In pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 2015, the company has formulated a written
In line with the requirements of Companies Act, 2013 and policy and procedures for inquiry in case of leak of unpublished
the SEBI (Listing Obligations and Disclosure Requirements) price sensitive information and initiate appropriate action
Regulations, 2015, the Company has formulated a Nomination on becoming aware of leak of unpublished price sensitive
& Remuneration Policy. information and inform the Board promptly of such leaks,
The Nomination & Remuneration policy provides guidelines inquiries and results of such inquiries. In pursuant to this
to the Nomination & Remuneration Committee relating to regulation, the Company has adopted the Policy for Procedure
the Appointment, Removal & Remuneration of Directors, of Inquiry in Case of Leak of Unpublished Price Sensitive
Key Managerial Personnel and Senior Management. This Information (“UPSI”).
policy formulates the criteria for determining qualifications, Policy for procedure of Inquiry in case of Leak of Unpublished
competencies, positive attributes and independence for Price Sensitive information (“upsi”) can be accessed on the
the appointment of a director (executive / non-executive) company’s website at http://www.lloyds.in/wp-content/
and also the criteria for determining the remuneration of the uploads/2021/02/Policy_for_Procedure_of_Inquiry_
directors, key managerial personnel, senior management and in_case_of_Leak_of_Unpublished_Price_Sensitive_
other employees. It also provides the manner for effective Information.pdf
evaluation of performance of Board, its committees and
individual directors. Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information
The Nomination and Remuneration Policy can be accessed on
the company’s website at http://www.lloyds.in/wp-content/ In pursuant to SEBI (Prohibition of Insider Trading)
uploads/2021/02/Remuneration_Policy.pdf Regulations, 2015, the Company has formulated the Code of
Practices and Procedures for Fair Disclosure of Unpublished
Policy for Determination of Materiality of an Event or Price Sensitive Information which includes therein the policy
Information for determination of “Legitimate purposes for sharing UPSI”
In line with the requirements of the SEBI (Listing Obligations The code of Practices and Procedures for Fair Disclosure
and Disclosure Requirements) Regulations, 2015, the of the Unpublished Price Sensitive Information can be
Company has formulated a policy for determination of accessed on the company’s website at http://www.lloyds.
materiality-based events. in/wp-content/uploads/2021/02/Code_of_Practices_and_
The Policy for Determination of materiality of an event or Procedures_for_Fair_Disclosure_of_UPSI-Effective_
information policy can be accessed on the company’s website at from_April_1_2019.pdf
http://www.lloyds.in/wp-content/uploads/2021/02/Policy_ Corporate Social Responsibility Policy
for_materiality_of_event.pdf
The Corporate Social Responsibility Policy (hereinafter “CSR
Policy on Preservation of Documents Policy) of the Company has been prepared pursuant to
In pursuant to Regulation 9 of the SEBI (Listing Obligations and Section 135 of the Companies Act, 2013 and the CSR Rules.
Disclosure Requirements) Regulations, 2015, the Company The CSR policy serves as the referral document for all CSR-
has adopted the policy on preservation of the documents. related activities at the Company. CSR Policy relates to the
activities to be undertaken by the Company as specified in
The policy on preservation of documents can be accessed on schedule VII and other amendments/circulars thereon to the
the company’s website at Companies Act, 2013.
http://www.lloyds.in/wp-content/uploads/2021/03/Policy- The CSR Policy can be accessed on the company’s website at
for-preservation-of-Documents.pdf http://www.lloyds.in/wp-content/uploads/2021/02/
Corporate_Social_Responsibility_Policy.pdf
32
ANNUAL REPORT 2020-21
Corporate Social Responsibility Secretarial Auditor
The Company has constituted Corporate Social Responsibility Pursuant to Section 204 of the Companies Act, 2013 and
(CSR) Committee in compliance with the provisions of section the Companies (Appointment & Remuneration of Managerial
135 of the Companies Act, 2013 read with the Companies Personnel) Rules, 2014, the Board has re-appointed M/s B.
(Corporate Social Responsibility Policy) Rules, 2014. R. Gupta & Co., Practicing Company Secretary (Membership
No. 43021, CP No. 20863) as the Secretarial Auditor of your
The CSR Committee consists of Mr. Mukesh Gupta as Company to conduct Secretarial Audit for the financial year
Chairman and Dr. Balram Singh and Mr. Rajesh Gupta as 2021-22.
members. The disclosures with respect to CSR activities are
given in “Annexure II”. Secretarial Audit Report
CORPORATE GOVERNANCE As required under provisions of Section 204 of the Companies
Act, 2013, the report in respect of the Secretarial Audit carried
The Company has taken adequate steps to ensure that out by M/s. B. R. Gupta & Co., Practicing Company Secretary
all mandatory provisions of Corporate Governance as (Membership No. 43021, CP No. 20863), in Form MR-3 for the
prescribed under SEBI (Listing Obligations and Disclosure FY 2020-21 is annexed hereto marked as “Annexure VI” and
Requirements) Regulations, 2015 are complied with. As per forms part of this Report. The said Secretarial Audit Report
Regulation 34(3) Read with Schedule V of SEBI (Listing being devoid of any reservation(s), adverse remark(s) and
Obligations and Disclosure Requirements) Regulations, 2015, qualification(s) etc. does not call for any further explanation(s)/
a separate section on corporate governance, together with a information or comment(s) from the Board under Section
certificate from the Company’s Statutory Auditors, forms part 134(3) (f)(ii) of the Companies Act, 2013.
of this Report.
Cost Auditor
AUDITORS
As per the requirement of Central Government and pursuant
Statutory Auditor to Section 148 of the Companies Act, 2013 read with the
Pursuant to Section 139 of the Companies Act, 2013, Companies (Cost Records and Audit) Rules, 2014 as
rules made there under, the Board of Directors on the amended from time to time, your Company has been carrying
recommendation of the Audit Committee appointed M/s VSS out audit of cost records of the Company.
& Associates, Chartered Accountants (Firm Registration The Board of Directors, on the recommendation of Audit
No. 105787W), as the Statutory Auditors of the Company Committee, has appointed M/s Singh M K & Associates, Cost
for the period of five financial years from the conclusion of Accountants as Cost Auditor to audit the cost accounts of the
40th Annual General Meeting till the conclusion of the 45th Company for the financial year 2021-22 at a remuneration
Annual General Meeting of the Company to be held in the year of ` 30,000/- per annum. As required under the Companies
2022. Further the shareholders’ approval has been accorded Act, 2013 a Resolution seeking members approval for the
in the AGM held on 19th September, 2017. remuneration payable to the Cost Auditors forms part of the
Further provision of ratification of appointment of statutory Notice convening the Annual General Meeting.
auditor every year has been omitted by the Companies Cost Audit Report
(Amendment) Act, 2017. Therefore, ratification of auditor is
not required although your Company is proposing ratification The Cost audit report for the financial year 2019-20 was filed
of auditor in ensuing Annual General Meeting for the financial with the Ministry of Corporate Affairs.
year 2021-22.
MAINTENANCE OF COST RECORDS
Statutory Audit Report
The Company has maintained required cost accounts and
During the financial year 2020-21 there is no fraud occurred, records as prescribed under sub-section (1) of section 148 of
noticed and/or reported by the Statutory Auditors under the Companies Act, 2013.
Section 143(12) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as amended INTERNAL FINANCIAL CONTROLS
from time to time). The Internal Financial Controls with reference to financial
The observations made by the Statutory Auditor in their Audit statements as designed and implemented by the Company
Report read with the relevant notes thereof as stated in the are adequate. During the year under review, no material or
Notes to the Audited Financial Statements of Company for the serious observation has been received from the Statutory
Financial Year ended 31st March, 2021 are self-explanatory Auditors and the Internal Auditors of the Company on the
and being devoid of any reservation(s), qualification(s) or inefficiency or inadequacy of such controls.
adverse remark(s) etc do not call for any further information(s)/ PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
explanation(s) or comments from the Board under Section GUARANTEE GIVEN AND SECURITIES PROVIDED
134(3)(f)(i) of the Companies Act, 2013.
During the year under review, the company has made
investment of ` 40,000/- in Thriveni Lloyds Mining Private
33
LLOYDS METALS AND ENERGY LIMITED
Limited in accordance with section 186 of the Companies the requirement for furnishing of details of deposits which are
Act, 2013. However the Company has not given any loan to not in compliance with the Chapter V of the Companies Act,
any person or other body corporate or given any guarantee 2013 is not applicable.
or provided any security in connection with a loan to any
other person or body corporate pursuant to section 186 of the DISCLOSURE OF ORDERS PASSED BY REGULATORS
Companies Act, 2013. OR COURTS OR TRIBUNAL
PARTICULARS OF CONTRACTS AND ARRANGEMENTS No significant and material orders have been passed by any
WITH RELATED PARTIES Regulator or Court or Tribunal which can have impact on the
going concern status and the Company’s operations in future.
Particulars of contracts or arrangements or transactions with
related party referred to in section 188 of the Companies Act, PREVENTION OF SEXUAL HARASSMENT
2013, in the prescribed form AOC-2, are enclosed with this Disclosures in relation to the Sexual Harassment of Women at
report as “Annexure III”. Workplace (Prevention, Prohibition and Redressal) Act, 2013
There were no materially significant related party transactions have been provided in the Report on Corporate Governance.
entered by the Company which may have a potential conflict ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
with the interest of Company. All related party transaction(s) AND FOREIGN EXCHANGE EARNING AND OUTGO
are first placed before Audit Committee for approval and
thereafter such transactions are also placed before the The Information on conservation of energy, technology
Board for seeking their approval. The details of Related absorption, foreign exchange earnings and out go, which
Party Transactions, as required pursuant to respective Indian is required to be given pursuant to the provisions of section
Accounting Standards, have been stated in Note No. 32 to the 134(3)(m) of the Companies Act, 2013, read with Rule 8 of
Audited Financial Statement of Company forming part of this Companies (Account) Rules, 2014 is annexed hereto marked
Annual Report. as “Annexure- V” and forms part of this report.
The Company has not issued any equity shares with The listing fees payable for the financial year 2021-2022 will
differential rights during the year under review and hence no be paid to Bombay Stock Exchange and Metropolitan Stock
information as per provisions of Rule 4(4) of the Companies Exchange of India Limited within due date.
(Share Capital and Debenture) Rules, 2014 is furnished. ACKNOWLEDGEMENT
DISCLOSURE RELATING TO SWEAT EQUITY SHARES Your Directors place on record their sincere appreciation and
The Company has not issued any sweat equity shares during gratitude for the assistance and generous support extended
the year under review and hence no information as per by all Government authorities, Financial Institutions, Banks,
provisions of Rule 8(13) of the Companies (Share Capital and Customers and Vendors during the year under review. Your
Debenture) Rules, 2014 is furnished. Directors wish to express their immense appreciation for
the devotion, commitment and contribution shown by the
COMPLIANCE WITH SECRETARIAL STANDARDS employees of the company while discharging their duties.
The company confirms compliance with the applicable For and on behalf of the Board of Directors
requirements of secretarial standards 1 and 2. Lloyds Metals and Energy Limited
DEPOSITS
Sd/-
During the year under review, your Company neither accepted Mukesh Gupta
any deposits nor there were any amounts outstanding at the Chairman
beginning of the year which were classified as ‘Deposits’ in DIN: 00028347
terms of Section 73 of the Companies Act, 2013 read with the Date: 12th April, 2021
Companies (Acceptance of Deposit) Rules, 2014 and hence, Place: Mumbai
34
Annexure - I
Part B: Associates and Joint Ventures
AOC-1 (Figures in `)
Name of Latest Date on Shares of Associate/ Networth Description Reason Net worth Profit/Loss for the year
Associates/ Audited which the JointVentures held by the of how there why the attributable
Joint Balance Associate company on the year end is significant associate/ to
Ventures Sheet or /Joint influence Joint shareholding
Date Ventures Ventures as per latest
was No. Amount of Extent of is not audited Considered in Not
associated Investment Holding% consolidated Balance Consolidation Considered in
or in Sheet Consolidation
Acquired Associates/
Joint
Ventures
Thriveni 31st 28th May, 4,000 40,000 40% ` 1,00,000 Due to N.A. 40,000 Nil Nil
Lloyds March, 2020 percentage of
Mining 2021* Shareholding
Private
Limited
Sd/- Sd/-
Babulal Agarwal Mukesh Gupta
Managing Director Director
DIN: 00029389 DIN: 00028347
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Chief Financial Officer Company Secretary
ACS 43338
Date: 12th April, 2021
Place : Mumbai
1. Names of associates or joint ventures which are yet to commence operations.- Thriveni Lloyds Mining Private Limited
2. Names of associates or joint ventures which have been liquidated or sold during the year.- None
35
ANNUAL REPORT 2020-21
LLOYDS METALS AND ENERGY LIMITED
Annexure - II
Annual Report on CSR Activities
1. A brief outline of the company’s CSR policy.
The Company is actively working towards providing education support to the poor students, making available fresh drinking
water, meeting the medical requirements, food and clothing for hungry and poor people in rural areas around the Surjagarh
and Chandrapur districts, Maharashtra.
2. Composition of CSR Committee
SI. Financial Year Amount available for set-off from Amount required to be set-off
No preceding financial years (in `) for the financial year, if any (in `)
1.
2.
N.A.
3.
Total
6. Average net profit of the company as per Section 135 (5): - ` 16,92,02,241
7. (a) Two percent of average net profit of the company as per section 135(5): - ` 33,84,044
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: - Nil
(c) Amount required to be set off for the financial year :- Not Applicable
(d) Total CSR obligation for the financial year (7a+7b-7c) :- ` 33,84,044
8. (a) Details of CSR spent or Unspent for the financial year.
36
ANNUAL REPORT 2020-21
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from Local Location of the Project Amount Amount Amount Mode of Mode of
No. of the the list of area project duration allocated spent in transferred to Implementa Implementation -
Project activities (Yes/ for the the Unspent CSR tion - Through
in Schedule No) project current Account for the Direct Implementing
VII (in `) financial project as per (Yes/No) Agency
to the Act Year Section 135(6)
State District Name CSR
(in `) (in `)
Registration
number
1.
2. N.A.
Total
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
Sl. Name of the Item from the Local Location of the project Amount Mode of Mode of
No Project list of area spent for implementation Implementation -
activities in (Yes/ the Direct Through Implementing
schedule No) project (Yes/No) Agency
VII to the Act (in `)
State District Name CSR
Registration
number
1 Providing Books Promoting Yes Maharashtra Ghugus, Dist- 72,000 Yes NA NA
andpayingSchool Education Chandrapur&Mining
Fees of the site, Surjagarh -
Children Gadchiroli
2. ProvidingMedical PromotingHealth Yes Maharashtra Miningsite,Surjagarh 2,01,000 Yes NA NA
AidandMedicines Care including – Gadchiroli &
to the people at preventivehealth Chandrapur
Mine Area care
3 Distribution of Eradicating Yes Maharashtra Miningsite,Surjagarh 32,14,706 Yes NA NA
Food to the Poor hunger, poverty – Gadchiroli &
people andmalnutrition Chandrapur
Total 34,87,706
(d) Amount spent in Administrative Overheads- Nil
(e) Amount spent on Impact Assessment, if applicable- Not Applicable
(f) Total amount spent for the Financial Year- ` 34,87,706
(8b+8c+8d+8e)
(g) Excess amount for Set off, if any
37
LLOYDS METALS AND ENERGY LIMITED
9. (a) Details of Unspent CSR amount for the preceding three financial years :
SI. Preceding Amount Amount Amount transferred to any fund specified Amount
No Financial transferred to spent under Schedule VII as per section 135(6), remaining to
Year Unspent CSR in the if any. be spent in
Account under reporting succeeding
section 135 (6) Financial Name Amount Date of financial
(in `) Year of the (in `) transfer years. (in `)
(in `) Fund
1. 2019-20 Nil 33,84,863 NA NA NA Nil
2. 2018-19 Nil 45,80,474 NA NA NA Nil
3. 2017-18 Nil 21,51,849 NA NA NA Nil
TOTAL Nil 1,01,17,186
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
38
ANNUAL REPORT 2020-21
Annexure - III
RELATED PARTY TRANSACTIONS
FORM NO. AOC 2
(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
There were no contracts or arrangements or transactions not at Arm’s length basis for the year ended 31st March, 2021.
2. Details of contracts or arrangements or transactions at Arm’s length basis.
SL Particulars Details
No
a Name (s) of the Related Party Snowwhite Realty Developers LLP
b Nature of Relationship Mr. Madhur Gupta who is the Director of the Company is Designated Partner of
Snowwhite Realty Developers LLP and Mr. Mukesh Gupta, Mr. Rajesh Gupta
& Mr. Babulal Agarwal who are directors in the Company is the relative of
Mr. Shreekrishna Gupta, Mr. Madhur Gupta & Mr. Ravi Agrawal Designated
Partners of Snowwhite Realty Developers LLP.
c Nature of Contracts/ Selling or otherwise disposing of, or buying, property of any kind
Arrangements/ Transaction
d Duration of the Contracts/ Not Applicable
Arrangements/ Transaction
e Salient terms of the Purchase of Property of the Value of ` 1,513.56 Lakhs from Snowwhite Realty
Contracts or Arrangements Developers LLP
or Transaction including the
value, if any
f Date of approval by the Board 12th February, 2021
g Amount paid as advances, -
if any
For and on Behalf of the Board of Directors
Lloyds Metals and Energy Limited
Sd/-
Mukesh Gupta
Chairman
DIN:00028347
Date: 12th April, 2021
Place : Mumbai
39
LLOYDS METALS AND ENERGY LIMITED
Annexure - IV
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during
the financial year 2020-21 and ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2020-21 are as under:
Sr. Name of Director/ KMP and Designation Remuneration of % increase in Ratio of Remuneration
No Director/KMP for Remuneration of each Director/ to
Financial year in the Financial median remuneration
2020-21 (in `) Year 2020-21 of employees
1. Mr. Babulal Agarwal 64,94,004 Nil 21.70
Managing Director
2. Mr. Riyaz Shaikh 26,60,842 Nil
Chief Financial Officer
3. Ms. Sneha Yezarkar 3,81,026 Nil Not Applicable
Company Secretary and Compliance Officer
Note: Except Key Managerial Personnel i.e. Managing Director, Chief Financial Officer and Company Secretary, no
other directors received any remuneration from the Company other than sitting fees for attending Board meetings
and Committees meetings.
(ii) The median remuneration of employees of the Company during the financial year was ` 2,99,322/-
(iii) In the Financial Year, there was a decrease of (9.54)% in the median remuneration of Employees.
(iv) There were 302 permanent employees on the rolls of Company as on 31st March, 2021.
(v) Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration:
During the year, there has been no change in the salary of the employees and Key Managerial Personnel. However there
has been an increase in the remuneration of some employees other than the key managerial personnel only due to the
exercise of esop by them during the year under review.
(vi) It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.
40
ANNUAL REPORT 2020-21
Annexure - IV
Particulars of Employees
Information as per Rule 5(2) & 5(3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014
Top Ten Employees in terms of remuneration drawn during the year
Sr. Name Designation Remuneration Qualification Experience Date of Age Last Percentage of
No. / Nature of (in years) Commencement (in Employment equity shares
Duties of Employment years) Held held by the
employees
1 Mr. Atul M Khadilkar President 2,29,79,151 B.com 30 2-Jan-2014 51 - NA
Mines
2 Mr. Babulal Agarwal Managing 64,94,004 B.com, LLB 52 18-Apr-1992 75 - NA
Director
3 Mr. Deepak Mehta Senior Vice 39,63,488 BE (Civil) 34 19-Dec-2018 56 Varsana NA
President-Plant Ispat Limited
4 Dinesh Kumar Senior Vice 27,49,001 B.E. 34 12-Sep-2015 57 UGML NA
Patidar President- CPP Electrical Wardha
, Reservoir
Management &
Township
5 Prashant Puri Vice President- 27,44,211 B.E. Mech. 30 1-Apr-2018 54 Indrajit NA
Commercial Properties
, HRD, Private
Project,Yard Limited
Management
6 Mr. Riyaz Shaikh Chief Financial 26,60,842 B.com, 28 1-Sep-2012 47 Lloyds NA
Officer PGDBA Steels
Industries
Limited
7 Vinod Kumar Senior General 24,32,384 B.E. 27 20-Jan-2011 49 Crest Steel NA
Pandey Manager- CPP Electrical and Power
(Operation (P) Ltd.,
& Reservoir Durg (M.P.)
Management)
8 K.N.V. Ramana General 21,98,124 Dip. Mettu 25 1-Jan-2019 47 Ind Synergy NA
Manager Ltd.
9 Rajneesh Balram Joint General 17,68,057 B.E.- 22 16-Sep-2005 48 Adhunik NA
Tripathi Manager-CPP Electronics Alloys &
(E & I) ,MSDCL, Power Ltd.
& ISO) Jamshedpur
10 Sunil Kumar Jha DGM - Head 15,89,223 B.com C.A. 19 21-Sep-2017 49 Electrosteel NA
(F & A) & IT Steels Ltd.,
Bokaro
Notes:
1 Details of Employees who were :
(A) Employed throughout the Financial Year under review and in receipt of remuneration for the Financial Year in the
aggregate of not less than ` 1,02,00,000 per annum-
During the year under review, Mr. Atul Khadilkar, employee of the Company is in receipt of remuneration of
` 2,29,79,151 per annum. However there has been an increase in the remuneration of Mr. Atul Khadilkar as compared
to previous year, only due to exercise of ESOP by him.
(B) Employed for the part of the Financial Year under review and in receipt of remuneration at the rate of not less than
` 8,50,000/- per month : None
2 There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which in the
aggregate was in excess of that drawn by the Managing Director or Whole-time Director and who held by himself or along
with his spouse or dependent children two percent or more of the Equity Shares of the Company.
3 Mr. Babulal Agarwal,Managing Director of the company is maternal uncle of Mr. Mukesh Gupta & Mr. Rajesh Gupta,
Directors of the Company and Grandfather of Mr. Madhur Gupta, Additional Director of the Company.
4 The aforementioned employees have/ had permanent employment contracts with the company.
41
LLOYDS METALS AND ENERGY LIMITED
Annexure V
Conservation of Energy and Technology Absorption
A. Conservation of energy-
Power Plant
i. The steps taken or impact on conservation of energy
Replacement of Conventional Lighting fixtures with Energy Efficient LED Lamps in plant lighting which contributes in
Electrical Energy Saving.
Sponge Iron Plant
i. The steps taken or impact on conservation of energy
Truck Tippler has been installed due to which there is saving in fuel consumption. The conveying system has been
altered due to which there is a decrease in power consumption.
B. Technology absorption-
Power Plant
i. The efforts made towards technology absorption;
As a development and Technology absorption, a Magnetic Separator unit with a High Gauss value magnet drum is
installed to separate out magnetic particles from +8mm Char, a by-product of DRI.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution
In the process, Char is processed through the magnetic separator from which magnetic particles are separated out and
non-magnetic portion of Char is fed to Power Plant which is used in AFBC boiler as a Fuel.
Sponge Iron Plant
i. The efforts made towards technology absorption;
New super magnet is installed in product separation system to get beneficiated char for power plant use and higher
product yield in sponge iron plant.
Installation of mobile screen for iron ore screening, so that better iron ore is being feed to kiln for better product quality
C. Foreign exchange earnings and outgo-
(Figures in ` Lakhs)
Sd/-
Mukesh Gupta
Chairman
DIN: 00028347
Date: 12th April, 2021
Place: Mumbai
42
ANNUAL REPORT 2020-21
Annexure VI
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the Company’s Financial Year from 01st April, 2020 to 31st March, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, b. Securities and Exchange Board of India (Prohibition
The Members, of Insider Trading) Regulations, 2015;
Lloyds Metals and Energy Limited
Plot No. A 1-2, MIDC Area, c. The Securities and Exchange Board of India
Ghugus, Dist. Chandrapur - 442 505, (Listing Obligations and Disclosure Requirements)
Maharashtra Regulations, 2015.
We have conducted the Secretarial Audit of the compliance d. Securities and Exchange Board of India (Share
of applicable statutory provisions and the adherence to good Based Employee Benefits) Regulations, 2014
corporate practices by Lloyds Metals and Energy Limited e. Securities and Exchange Board of India (Issue of
(hereinafter called the Company). Secretarial Audit was Capital & Disclosure Requirements) Regulations,
conducted in a manner that provided us a reasonable basis 2018
for evaluating the corporate conduct / statutory compliances
and expressing our opinion thereon. f. Securities and Exchange Board of India (Registrar
to an Issue and Share Transfer Agent) Regulations,
Based on our verification of Lloyds Metals and Energy 1993
Limited’s books, papers, minute books, forms and returns
filed and other records maintained by the Company and 6. The Employees Compensation Act, 1923
also the information provided by the Company, its officers, 7. Bombay Industrial Relation Act, 1946
agents and authorized representatives during the conduct
of secretarial audit, we hereby report that in our opinion, the 8. Weekly Holiday Act, 1942
Company has, during the audit period covering the financial
9. Industrial Employment (Standing Orders) Act, 1946
year ended March 31, 2021, complied with the statutory
provisions listed hereunder and also that the Company has 10. Maharashtra Private Security Guards Act, 1981
proper Board-processes and compliance mechanism in place
to the extent, in the manner and subject to the reporting made 11. Environment Protection Act, 1986 and other environmental
hereinafter. laws;
We have examined the books, papers, minute books, 12. Factories Act, 1948;
forms and returns filed and other records maintained by the 13. Minimum Wages Act, 1948;
Company for the financial year ended on March 31, 2021
according to the provisions of: 14. Payment of Bonus Act, 1965;
1. The Companies Act, 2013 (the Act) and the rules made 15. Payment of Gratuity Act, 1972;
thereunder;
16. Payment of Wages Act, 1936 and other applicable labour
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) laws.
and the rules made thereunder;
17. Indian Boiler Regulations,1950;
3. Foreign Exchange Management Act, 1999 and the rules
18. Indian Electricity Act, 2003.
and regulations made thereunder to the extent of foreign
Direct Investment, Overseas Direct Investment and We have also examined compliance with the applicable
External Commercial Borrowings, were not attracted to clauses of the following:
the Company during the financial year under report.
(i) Secretarial Standards issued by The Institute of Company
4. The Depositories Act, 1996 and the Regulations and Secretaries of India.
Bye-laws framed thereunder;
(ii) The Securities and Exchange Board of India (Listing
5. The following Regulations and Guidelines prescribed Obligations and Disclosure Requirements) Regulations,
under the Securities and Exchange Board of India Act, 2015.
1992 (‘SEBI Act’):-
During the period under review the Company has complied
a. The Securities and Exchange Board of India with the provisions of the Act, Rules, Regulations, Guidelines,
(Substantial Acquisitions of Shares and Takeovers) Standards, etc. mentioned above to the extent applicable.
Regulations, 2011;
43
LLOYDS METALS AND ENERGY LIMITED
We further report that the Board of Directors of the Company This Report is to be read with our letter of even date which is
is duly constituted with proper balance of Executive Directors, annexed and forms an integral part of this report.
Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that To,
took place during the period under review were carried out in The Members
compliance with the provisions of the Act. Lloyds Metals and Energy Limited
Plot No. A 1-2, MIDC Area,
Adequate notice is given to all Directors to schedule the Ghugus, Dist. Chandrapur – 442 505,
Board Meetings, agenda and detailed notes on agenda were Maharashtra.
sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications Our report of even date is to be read along with this letter.
on the agenda items before the meeting and for meaningful 1. Maintenance of Secretarial record is the responsibility of
participation at the meeting. the management of the Company. Our responsibility is to
All the Board/Committee decisions are taken unanimously. express as opinion on these secretarial records based on
our audit.
We further report that there are adequate systems and
processes in the Company commensurate with the size and 2. We have followed the audit practices and process as
operations of the Company to monitor and ensure compliance were appropriate to obtain reasonable assurance about
with applicable laws, rules, regulations and guidelines. the correctness of the contents of the Secretarial records.
The verification was done on test basis to ensure that
We further report that during the audit period, the Company correct facts are reflected in secretarial records. We
has complied with the applicable laws in respect of Preferential believe that the processes and practices, we followed
issue of Convertible Warrants and subsequent Conversion provide a reasonable basis for our opinion.
of Warrants into Equity Shares and Preferential issue of
Optionally Fully Convertible Debentures and allotment of 3. We have not verified the correctness and appropriateness
Equity Shares to the Lloyds Employees Welfare Trust under of financial records and Books of Accounts of the
Lloyds Metals and Energy Limited Employee Stock Option Company.
Plan – 2017. 4. Where ever required, we have obtained the Management
We further report that during the audit period, there were no representation about the compliance of laws, rules and
instances of: regulations and happening of events etc.
(i) Public / Rights issue of shares / debentures / sweat 5. The compliance of the provisions of Corporate and other
equity. applicable laws, Rules, Regulations, standards is the
responsibility of management. Our examination was
(ii) Redemption / buy-back of securities. limited to the verification of procedures on test basis.
(iii) Major decisions taken by the Members in pursuance to 6. The Secretarial Audit report is neither an assurance as to
Section 180 of the Companies Act, 2013. the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted
(iv) Merger / amalgamation / reconstruction etc. the affairs of the Company.
(v) Foreign technical collaborations. For B.R Gupta & Co
For B.R Gupta & Co
Sd/-
Sd/- Rahul Gupta
Rahul Gupta Practicing Company Secretary
Practicing Company Secretary ACS No.: 43021
ACS No.: 43021 C P No.: 20863
C P No.: 20863 UDIN: A043021C000068332
UDIN: A043021C000068332
Date: 12/04/2021 Date: 12/04/2021
Place: Thane Place: Thane
44
ANNUAL REPORT 2020-21
Export and import of finished steel stood at 8.42 MT and 6.69 The Govt. of India approved an incentive program worth 1.46
MT, respectively, in FY20. trillion rupees ($20 billion) to attract companies to set up
manufacturing in the South Asian nation. The government
Export and import of finished steel stood at 7.01 MT and 2.35 will offer production-linked incentives to 10 sectors including
MT, respectively, during April and October 2020. automobile, solar panel and specialty-steel makers over a
five-year period.
Some recent policy decisions of the central government are
likely to badly impact small and mid-sized steel producers. The stimulus package and incentive program with increased
The Ministry of Urban Development has issued a notification government spending will strengthen the demand situation in
that CPWD will be buying rebars from the sponge EAF units the country in the coming times.
with a minimum EAF size of 100 tonnes. It implies that 100
tonnes or more capacity EAF-based plants and that only the Government Initiatives
five major producers will be able to participate in the CPWD Government has taken various steps to boost the sector
purchase programme and the remaining steel producers, including the introduction of National Steel Policy 2017 and
whether a small induction furnace or a medium-size EAF with allowing 100% Foreign Direct Investment (FDI) in the steel
less than 100 tonnes, will not be able to participate. It also sector under the automatic route. According to the data
implies that this important segment of the Indian steel industry released by Department for Promotion of Industry and Internal
is out of the ambit of the purchase programme of the Urban Trade (DPIIT), the Indian metallurgical industries attracted
Development Ministry. Foreign Direct Investment (FDI) to the tune of US$ 14.24
The second development which will likely impact the billion in the period April 2000-September 2020.
secondary steel and, in turn, the sponge iron sector is the Some of the other government initiatives in this sector are as
recent notification of the Ministry of Road Transport and follows:
Highways that says rebars produced from integrated steel
plants will only be entitled to participate in the government • In December 2020, the Minister for Petroleum & Natural
purchase programme. It means that the induction furnace Gas and Steel, Mr. Dharmendra Pradhan, has appealed
industry which produces around 30 MnT is out from this to the scientific community to Innovate for India (I4I)
programme. and create competitive advantages to make India
‘Aatmanirbhar’.
The steel industry suffered a setback due to the COVID19
pandemic outbreak and the consequent lock downs. The • In September 2020, the Ministry of Steel prepared a draft
industry’s key customer sectors like automobiles, construction framework policy for development of steel clusters in the
and oil & gas drillers struggled hard to survive due to country.
prolonged shutdowns, disrupted supply chains, collapsing • On October 1, 2020, Directorate General of Foreign
confidence and delayed investment and construction projects, Trade (DGFT) announced that steel manufacturers in
as well as a decline in consumption activity across the globe. the country can avail duty drawback benefits on steel
The domestic automotive industry production has been facing supplied through their service centres, distributors,
a series of challenges on account of regulatory changes dealers and stock yards.
(Bharat Stage Emission Standards - BSVI, Corporate Average
Fuel Efficiency - CAFE norms, Crash standards, revised axle • Government introduced Steel Scrap Recycling Policy
norms etc.), Societal trends (ride sharing, traffic congestion, aimed to reduce import.
cost of ownership etc.), technological upheavals (electric
• An export duty of 30 per cent has been levied on iron
vehicle) and liquidity crunch. The COVID-19 pandemic further
ore^ (lumps and fines) to ensure supply to domestic steel
exacerbated the situation as the supply chain got disrupted
industry.
and there was suspension in production. Automotive, which is
45
LLOYDS METALS AND ENERGY LIMITED
• Government of India’s focus on infrastructure and As per JPC data, the negative growth in the sponge iron
restarting road projects is aiding the boost in demand for sector and crude steel from April to September, 2020, was
steel. Also, further likely acceleration in rural economy around 21.5%, which has come down to around 17% during
and infrastructure is expected to lead to growth in April to October, 2020.
demand for steel.
Soon after March 21, 2020, when prices were at around INR
• The Union Cabinet, Government of India has approved 16,750/MT, the Indian government announced a nationwide
the National Steel Policy (NSP) 2017, as it seeks to lockdown and production was stopped everywhere. As per
create a globally competitive steel industry in India. NSP reports, plants had either curtailed or shut down production
2017 envisages 300 million tonnes (MT) steel-making amidst the lockdown period.
capacity and 160 kgs per capita steel consumption by
2030-31. When the stringent lockdown (which was extended multiple
times), was lifted, prices were reported at a low of around INR
• The Ministry of Steel is facilitating setting up of an industry 15,600/MT on May 7, 2020. In 2019, prices were at around
driven Steel Research and Technology Mission of India INR 18,800/MT during the same time.
(SRTMI) in association with the public and private sector
steel companies to spearhead research and development On June 22, 2020, ex-Raipur prices touched a low of around
activities in the iron and steel industry at an initial corpus INR 14,600/MT. In June, offers were under pressure due to
of ` 200 crore (US$ 30 million). low capacity utilisation in major markets, which saw prices
nosedive by INR 200-1,000//MT.
• The Government of India raised import duty on most
steel items twice, each time by 2.5 per cent and imposed In July 2020, prices started climbing up slowly and by month-
measures including anti-dumping and safeguard duties end, reached INR 17,300/MT. In July, it was observed that
on iron and steel items. sponge iron prices plunged owing to falling billets prices on
lack of demand and curtailed capacity utilisation by ingots/
The National Steel Policy, 2017, has envisaged 300 million billets manufacturers (at about 60-70%).
tonnes of production capacity by 2030-31. The per capita
consumption of steel has increased from 57.6 kg to 74.1 In August, 2020, sponge iron offers rose sharply by INR
kg during the last five years. The government has a fixed 1,500-3,200/MT due to rising raw material prices along with
objective of increasing rural consumption of steel from the much better demand for sponge iron on account of high-cost
current 19.6 kg/per capita to 38 kg/per capita by 2030-31. substitute products. On August 17, 2020, prices touch INR
21,500/MT. On the same date in 2019, prices were reported
Huge scope for growth is offered by India’s comparatively at around INR 16,000/MT. By end-August, prices got good
low per capita steel consumption and the expected rise in support from supply shortage and high-cost substitutes. A
consumption due to increased infrastructure construction and price gap of around INR 4,000/MT remained between the
the thriving automobile and railways sectors. prices of 2020 and 2019 by the end of August.
Sponge Iron Industry Scenario In September prices fell slightly but maintained an average
Due to Covid 19 pandemic and as a result of country wide of INR 19,400/MT. Rising raw material prices amid less
lockdown from 24th March, 2020 all sponge iron plants were availability of material due to the rainy season significantly
either closed or were operating at a low capacity. From affected prices. The average price for September 2019 was at
June 2020 onwards, the situation started improving. Sponge around INR 16,280/MT.
iron producers began ramping up their operation despite In October, prices started climbing up again and by the end
facing a lot of problems like labour migration, liquidity and of the month peaked at INR 21,900/MT while maintaining an
demand slowdown and, of course, the adverse impact of average of INR 20,150/MT against around INR 15,680/MT in
the coronavirus. In spite of these factors, plants’ capacity October last year.
utilisation in the subsequent months started improving.
November prices reached INR 25,500/MT and in March, 2021
But acute shortage of iron ore is prevailing due to the prices reached INR 30,000+/MT.
cancellation of the iron ore mines in March, 2020 and
subsequent reduction in mining activities from the 19 auctioned This sector directly derives its demand from the performance
mines in Odisha. Sponge iron producers were expecting that of the steel sector. The fortune of the industry is linked with the
the timely auction process would give a lot of relief and things growth of the secondary steel sector.
would be back to the pre-cancellation scenario.
There are over 400 sponge iron units in India. Indian sponge
However, the 19 mines, which were successfully auctioned, iron industry is highly fragmented. Top 20 producers contribute
are not able to mine 80% of their environment clearance (EC) about 60-65% of total production whereas rest contributes 35-
capacity and are not despatching to 80% of their EC capacity. 40% of the production.
This has seriously impacted availability and has resulted in a
The National Steel Policy 2017 lays out an ambitious growth
drastic increase in prices
path for the sponge iron sector. The production capacity is
Sponge iron makers also faced a raw material crisis this year. expected to reach 80 million tonnes by 2030-31.
Iron ore lumps and pellets prices are increasing drastically.
46
ANNUAL REPORT 2020-21
The sponge iron sector is linked to the nation’s steel sector in • The Government of India has allocated ` 111 lakh
such a way that a rise in demand for steel would increase the crore (US$ 1.4 trillion) under the National Infrastructure
demand for sponge iron. The various sectors that are expected Pipeline for FY 2019-25. The energy sector is likely to
to contribute to the growing demand are infrastructure, account for 24% capital expenditure over FY 2019-25.
roads, railways, bridges, airports, industrial plants, buildings,
• The Union Budget 2020-21 has allocated ` 15,875 crore
automobiles, etc.
(US$ 2.27 billion) to Ministry of Power and ` 5,500 crore
Power Industry Scenario (US$ 786.95 million) towards the Deen Dayal Upadhyay
Gram Jyoti Yojana (DDUGJY).
Power is one of the most critical components of infrastructure
crucial for the economic growth and welfare of nations. The • Government plans to establish renewable energy
existence and development of adequate infrastructure is capacity of 500 GW by 2030.
essential for sustained growth of the Indian economy.
• The Pradhan Mantri Sahaj Bijli Har Ghar Yojana-
India’s power sector is one of the most diversified in the world. Saubhagya, launched by the Government of India with
Sources of power generation range from conventional sources the aim of achieving universal household electrification
such as coal, lignite, natural gas, oil, hydro and nuclear power by March 2019.
to viable non-conventional sources such as wind, solar, and • As of September 2018, a draft amendment to Electricity
agricultural and domestic waste. Electricity demand in the Act, 2003 has been introduced. It discusses separation of
country has increased rapidly and is expected to rise further content & carriage, direct benefit transfer of subsidy, 24*7
in the years to come. In order to meet the increasing demand Power supply is an obligation, penalisation on violation of
for electricity in the country, massive addition to the installed PPA, setting up Smart Meter and Prepaid Meters along
generating capacity is required. with regulations related to the same.
Indian power sector is undergoing a significant change that • Ujwal Discoms Assurance Yojana (UDAY) was launched
has redefined the industry outlook. Sustained economic by the Government of India to encourage operational and
growth continues to drive electricity demand in India. The financial turnaround of State-owned Power Distribution
Government of India’s focus on attaining ‘Power for all’ has Companies (DISCOMS), with an aim to reduce Aggregate
accelerated capacity addition in the country. At the same time, Technical & Commercial (AT&C) losses to 15 per cent by
the competitive intensity is increasing at both the market and FY19.
supply sides (fuel, logistics, finances, and manpower).
• As of August 2018, the Ministry of New and Renewable
Government Initiatives Energy set solar power tariff caps at ` 2.50 (US$ 0.04)
The Government of India has identified power sector as a key and ` 2.68 (US$ 0.04) unit for developers using domestic
sector of focus so as to promote sustained industrial growth. and imported solar cells and modules, respectively.
Some initiatives by the Government of India to boost the • The Government of India approved National Policy on
Indian power sector: Biofuels – 2018, the expected benefits of this policy
• As per the Central Electricity Authority (CEA) estimates, are health benefits, cleaner environment, employment
by 2029-30 the share of renewable energy generation generation, reduced import dependency, boost to
would increase from 18% to 44%, while that of thermal is infrastructural investment in rural areas and additional
expected to reduce from 78% to 52%. income to farmers.
The Government of India has released its roadmap to achieve
• Solar tariffs in India have reduced from ~ ` 7.36/kWh (US
227 GW capacity in renewable energy (including 114 GW of
10 cents/kWh) in FY15 to ` 2.63/kWh (US 3.57 cents/
solar power and 67 GW of wind power) by 2022. The Union
kWh) in FY20.
Government of India is preparing a ‘rent a roof’ policy for
• On November 17, 2020, Energy Efficiency Services supporting its target of generating 40 gigawatts (GW) of power
Limited (EESL), a joint venture of PSUs under the Ministry through solar rooftop projects by 2022.
of Power and Department of New & Renewable Energy
Coal-based power-generation capacity in India, which
(DNRE), Goa, signed a memorandum of understanding
currently stands at 199.5 GW, is expected to witness total
to discuss roll-out of India’s first Convergence Project in
installed capacity addition of 47.86 GW by 2022.
the state.
Industry Structure and Developments
• In October 2020, the government announced a plan to
set up an inter-ministerial committee under NITI Aayog India is the world’s largest producer of Sponge Iron (or
to forefront research and study on energy modelling. DRI) and has over 400 manufacturing units. Sponge iron is
This, along with a steering committee, will serve the India produced from Iron ore and used in steel making primarily
Energy Modelling Forum (IEMF) jointly launched by NITI through the secondary route. Sponge iron is an intermediate
Aayog and the United States Agency for International product; a source of metallic’s for the secondary steel making
Development (USAID). through EAF or EOF/IF route. Other sources of metallics
47
LLOYDS METALS AND ENERGY LIMITED
are either steel scrap or hot metal produced in the blast to contribute to the growing demand are infrastructure,
furnace. Steel scrap becomes a direct substitute of sponge roads, railways, bridges, airports, industrial plants, buildings,
iron; since both of them are tradable commodities, unlike hot automobiles, etc.
metal. Further, sponge iron industry is also classified into two
categories (i) gas based and (ii) coal based using coal as The renewed importance given by Government on affordable
reductant. Lloyds Metals and Energy Limited is a coal based housing, roads, sagarmala projects and other infrastructure
sponge iron producer. The core business of the Company is projects are expected to create steel demand, this will augur
manufacturing of Sponge Iron and generation / distribution of well for sponge iron industry also.
Power. As per the National steel policy crafted during FY 2017-18,
Covid 19 Impact on the Company the crude steel production target for India is set at 300 MT
by 2030. Share of sponge iron in steel making will be 80MT,
The COVID-19 breakdown has led to unprecedented which will create huge opportunity for sponge iron industry.
socioeconomic disruption worldwide. The nation-wide The current low per capita steel consumption in the country
stringent lockdown got imposed from March 25, 2020 which shall provide ample scope for growth in the industry.
brought the economic activities to a standstill. While Steel
and mining activities were kept exempt subject to certain Threats
guidelines, the steel demand got impacted adversely as key India’s sponge iron industry, the largest in the world, is going
consuming segments struggled to operate amidst weakening through an acute shortage of labour that threatens to bring it
economic activities, major hubs in red/containment zones, to a halt.
working capital constraints, migrant labour issues and logistic
challenges. Apart from the labour issue, another key threat to the sponge
iron industry continues to be the smooth availability and the
The lockdowns and restrictions imposed on various activities price volatility of iron ore, which is the key raw material. Due
due to COVID – 19 pandemic have posed challenges to the to the expiry of a large number of iron ore mining licenses in
business of the Company. March, 2020, Sponge iron makers faced a raw material crisis
The Company’s operations were hit substantially from this year. Iron ore lumps and pellets prices are increasing
23rd March, 2020. The Corporate office in Mumbai was fully drastically. The non- availability of non-coking coal and the
shut down from 20th March, 2020. The Company suspended rising prices of Iron Ore might pose significant challenge in
all its operations except critical operations at the plant from the future.
23rd March, 2020. From 01st April, 2020 to 31st May, 2020 However, in order to overcome the raw material crises, your
all operations were shut. This unproductive lockdown has Company and Thriveni Earthmovers Private Limited has
adversely affected the business and overall operations of the incorporated a Joint Venture Company “Thriveni Lloyds
Company. The depressed market conditions due to Covid 19 Mining Private Limited” for carry mining operations in
has further resulted in decrease in manpower requirement Maharashtra & neighbouring states but starting with the Iron
resulting in idling of work force. Ore Mining operations of the Company.
With the lifting of the lockdown, the Company restarted its Segment-Wise Performance
operations at the plant from 01st June, 2020 onwards. This
being a large plant, with integrated operations, production was The Company has two separate business segments --
started by 15th June 2020. manufacturing of sponge iron, and generation of power.
These are reportable segments in accordance with the Ind AS
There was an adverse impact on liquidity due to idle stocks. 108 issued by the Companies (Indian Accounting Standards),
The liquidity position improved with the commencement of Rules, 2015. The Segment wise results are given at
sales. Though the cash position was challenging, with our Note No. 37 of significant accounting policies and notes to the
limits and tight control over expenditure, the Company was financial statements.
able to serve its debt and other financing arrangement. In
addition, the Company is continuously focusing upon the Sponge Iron Division
cash conservation and adequate liquidity for the smooth The production of Sponge Iron Division during the year under
operations. The Company has undertaken various commercial review was 90956 MT against 167286 MT in the previous year
arrangements to ensure further viability. showing decrease of 45.63%. The total income of the division
As economic activities have started recovering with the was ` 241.87 Crores (including trading) as against ` 333.83
removal of the lockdown and gradual relaxation in mobility Crores during the previous year, showing decrease of 27.55%
restrictions, the Company is continuously leveraging the due to lesser production of sponge iron.
opportunities to increase penetration in the domestic market. Iron Ore Mining Acitivities
Opportunities The Iron ore mining activities are carried out regularly at the
The sponge iron sector is linked to the nation’s steel sector in Surjagarh area of Gadchiroli district. Due to security issues,
such a way that a rise in demand for steel would increase the mining takes place under police protection at Surjagarh.
demand for sponge iron. The various sectors that are expected
48
ANNUAL REPORT 2020-21
The iron ore production for the financial year 2020-21 is Risk and concerns:
nil, due to political uncertainties owing to Covid-19. The
Company has entered into MOU with Thriveni Earthmovers The Key risks are global steel demand scenario, domestic
Private Limited, for operating an MDO. Thriveni Earthmovers steel demand, economic slowdown, increase in financial
Private Limited is the largest Iron ore Mining operator in charges, non-availability (or undue increase in cost) of raw
India, and pursuant to this MOU the Thriveni Earthmovers materials, such as iron ore, coal and labour etc., coupled
Private Limited and Lloyds Metals and Energy Limited has with market fluctuations. The Company does not apprehend
incorporated a Joint Venture Company namely “Thriveni any inherent risk in the long run, with the exception of certain
Lloyds Mining Private Limited” on 28th May, 2020 in the primary concerns that have afflicted the progress of our
ratio of 60:40, for doing Mining Operations only. industry in general, like:
The production of the division was 12.37 MWH during the year Rising manpower and material costs
under review as compared to 22.32 MWH for the previous Approvals and procedural difficulties
year. The total income of the division was ` 36.41 Crores
during the year under review as against ` 71.51 Crores during Lack of adequate sources of finance.
the previous year showing a decrease of 49.09% due to less Apart from this the Industry is highly labour intensive and is
production. subject to stringent labour laws
Outlook Mitigation of Risk /Risk Management
The basic aim of the Company is to be able to produce Sponge The Board identifies and categorizes risks in the areas of
Iron as per market requirements and be able to manage operations, finance, marketing, regulatory compliances and
market trends to its advantage. “Opportunities abound in corporate matter. The Company annually re-views the ‘List
growing economies and opening of economy in India has of Risk Area’ to identify potential business threats and takes
created opportunities for Indian enterprise to move beyond suitable corrective actions. Confirmations of compliance with
national boundaries as well to create productive assets”. appropriate statutory requirements are obtained from the
The Company is currently engaged in sponge iron and is looking respective units/divisions. The Internal Auditor expresses his
for new avenues of business in various areas like infrastructure opinion on the level of risks during the audit of a particular
trading and Mining. Thriveni Earthmovers Private Limited and area and reports to the Audit Committee.
Lloyds Metals and Energy Limited has incorporated a Joint The Company is also taking necessary short term and long
Venture Company namely “Thriveni Lloyds Mining Private term steps like exploring Open Access Market for sale of
Limited” on 28th May, 2020 in the ratio of 60:40 pursuant to power, expanding customer base, forward integration and
the signing of Memorandum of Understanding with Thriveni energy management etc. The Company has already taken
Earthmovers Private Limited dated 08th May, 2020. The Joint effective steps for raw material security in the long term.
Venture Company “Thriveni Lloyds Mining Private Limited”
is incorporated for carry mining operations (MDO or similar) in Internal Control Systems and their Adequacy
Maharashtra & neighbouring states but starting with the MDO
The Company believes in systematic working and placing
contract for Iron Ore Mining operations of Lloyds Metals and
of proper checks. The Company has proper and adequate
Energy Limited (LMEL).
system of internal controls commensurate with its size and
Since Infrastructure has linkages to other industries like cement, nature of operations to provide reasonable assurance that all
brick and steel through backward and forward linkages. The assets are safeguarded, transactions are authorised, recorded
outlook for the industry looks reasonable, since India has good and reported properly. The internal auditors of the company
iron ore deposits, skilled manpower and growing demand for conducts audit of various department and areas. The Internal
steel. The improved demand is expected to continue in the Audit Department reports its findings and observations to
current fiscal as well on the back of ongoing government funded the Audit Committee which meets to review the audit issues
infrastructure projects. In spite of a downturn in the Global and to follow up implementation of corrective actions. The
Steel demand, Indian steel demand could survive showing statutory auditors also provide assurance on the adequacy of
an upward trend, setting a road ahead for the growth of the the internal control systems in the Company.
domestic steel industry in the long run. The upward trend is
Discussion on financial performance with respect to
expected to be continued on account of fiscal measures taken
operational performance.
by the Government such as infusion of funds for development
of infrastructure sector, introduction of stimulus packages for The financial performance of the Company has been
revival of industry besides factors like increase in consumption discussed in Directors Report under the heading ‘Financial
and production of steel, upcoming infrastructure and Greenfield Performance and the State of the Company’s Affairs’.
projects, stabilization of prices etc.
49
LLOYDS METALS AND ENERGY LIMITED
Human Resources and Industrial Relations The Company has identified the following ratios as key
financial ratios :
Human Resources Department (“HRD”) works continuously
for maintaining healthy working relationship with the workers
Particulars 2020-21 2019-20
and other staff members. The underlying principle is that
workers and staff at all levels are equally instrumental in Debtor Turnover Ratio 34.25 23.99
attaining the Company’s goals. Training programmes are Inventory Turnover Ratio 2.61 4.25
regularly conducted to update their skills and apprise them of
latest techniques. Senior management is easily accessible for Interest Coverage Ratio 1.01 1.81
counseling and redressal of grievances. The HR department Current Ratio 1.68 1.56
continuously strives to maintain and promote harmony and
co-ordination among workers, staff and members of the Debt to Equity Ratio 4.98 4.87
senior management. The total number of employees as on Operating Profit Margin 6.69 7.85
31st March, 2021 was 302.
Net Profit Margin 0.05 8.56
Considering the health and safety of the employees of the Revenue Growth -31.83 -22.11
Company and in line with the advisories, orders and directions
issued by both State and Central Government in order to Ratios where there has been a significant change as
prevent the spread of the coronavirus (Covid 19) outbreak, compared to immediately preceding financial year
the Company has suspended its operations except critical
operations at plant level till the lockdown period. Further the There has been a change of more than 25% in Debtor Turnover
Company has also implemented Work from Home Policy Ratio and Revenue Growth due to Covid 19 pandemic.
to ensure the safety of employees post covid 19 issue. The Return on Networth
HR department of the Company is continuously in touch
with the employees to guide them and solve their problems. The details of return on net worth are given below :
The HR Department of the Company has continuously
created the awareness of Covid 19 among the employees Particulars 2020-21 2019-20
of the Company through E-mails and has also educated the Return on networth (%) 0.01 1.42
employees in respect of personal hygiene and precautions
which needs to be taken in this situation of pandemic. The The return on networth has decreased due to the decrease in
company has conducted the interviews through telephone the profits of the Company owing to Covid 19 pandemic from
and skype and meetings through Video Conferencing in order ` 3,182.64 Lakhs in the previous Financial Year 2019-20 to
to maintain social distancing which is most essential due to ` 12.68 Lakhs in the Current Financial Year 2020-21.
the spread of Covid 19. The Company has implemented a
Cautionary Statement:
systematic operating plan to deal with Covid 19 issue. The
HR Department has also placed digital interventions to ensure The Management Discussions and Analysis describe
smooth functioning of the working of the employees from their Company’s projections, expectations or predictions and are
home. The Company has maintained healthy and cordial forward looking statements’ within the meaning of applicable
industrial relations during the year laws and regulations. Actual results could differ materially from
those expressed or implied. Important factors that could make
Key Financial Ratios
a difference to the Company’s operations include economic
In accordance with the SEBI (Listing Obligations and conditions affecting demand and supply and price conditions
Disclosure Requirements) (Amendment) Regulations, 2018, in domestic and international market, changes in Government
the Company is required to give details of significant changes regulations, tax regimes, economic developments and other
(change of 25% or more as compared to the immediately related and incidental factors.
previous financial year) in key financial ratios.
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ANNUAL REPORT 2020-21
REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED 31ST MARCH, 2021
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels of transparency,
accountability and equity, in all facets of its operation, and all its interactions with the stakeholders including shareholders,
employees, customers, government and suppliers.
Your Company is in compliance with the requirements on Corporate Governance as they stood during FY 2020-21.
A report on the compliances of Corporate Governance requirements under the Listing Regulations and the practices/ procedures
followed by your Company for the year ended 31st March, 2021 is detailed below:
BOARD OF DIRECTORS AND ITS COMMITTEES
1. Composition and Category of Directors / Attendance at Meetings/Directorships and Committee Memberships in
other companies as on 31st March, 2021
Your Company has the combination of Executive and Non-Executive Directors in conformity with Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The present strength of the Board of Directors is a mix of Seven Non-Executive Directors including a woman director, and
One Executive Director. Of the Seven Non-Executive Directors, Four Directors are Independent Directors.
The Chairman of the Board is a Non- Executive Director.
As per the declarations received by the Company from each of the Directors, none of them are disqualified under Section
164(2) of the Companies Act, 2013.
The Independent Directors of the Company are in compliance with the provisions of Regulation 16(1)(b) of the Listing
Regulations. Further, disclosures have been made by the Directors regarding their Chairmanships/ Memberships of the
Committees of the Board and that the same are within the maximum permissible limit as stipulated under Regulation 26(1)
of the Listing Regulations.
The composition of Board of Directors as on 31st March, 2021 and other relevant details is as follows:
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LLOYDS METALS AND ENERGY LIMITED
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ANNUAL REPORT 2020-21
2. Board & Independent Directors’ Meeting
Board Meeting
The Board meets at regular intervals to discuss and decide on Company’s business policies and strategy apart from other
regular business matters. Board Meetings are usually held at the Corporate Office of the Company at Mumbai. During the
financial year ended on 31st March, 2021, Six Meetings of the Board of Directors were held on 08th May, 2020; 18th May,
2020; 14th June, 2020, 14th September, 2020, 13th November, 2020 and 12th February, 2021. Maximum time gap between
two consecutive meetings had not exceeded 120 days.
The agenda and notes are circulated to the Directors in advance. All material information is included in the agenda for
facilitating meaningful discussions at the meeting. In case of urgent necessity, resolutions are passed by circulation in
accordance with the provisions of Companies Act, 2013. Business Unit heads and senior management personnel
make presentations to the Board. The Board is updated on the discussions held at the Committee meetings and the
recommendations made by various Committees.
The information as required under Regulation 17(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is made available periodically to the Board. The Board periodically reviews the compliance status of the Company.
Independent Director Meeting
During the year under review, the Independent Directors met on 12th February, 2021, 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.
Familiarization Programme for Independent Directors
Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for
him / her wherein he / she is familiarized with the Company, their roles, rights and responsibilities in the Company, the code
of conduct to be adhered, nature of the industry in which the Company operates, business model of the Company, meeting
with the senior management team members, etc.
The detail of such familiarization programme conducted during the financial year 2020-21 can be accessed on the
Company’s website at
http://www.lloyds.in/wp-content/uploads/2021/03/Familarisation_Programme_For_ID-2020-21.pdf
Board Committees
The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the
issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the
Board on various matters when required. All observations, recommendations and decisions of the Committees are placed
before the Board for information or for approval. The Board of Directors has, from time to time, constituted the following
Committees, namely:
Audit Committee
The Company had re-constituted Audit Committee in the Board meeting held on 12th November, 2019 in line with the
provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the expiry of the tenure of Mr. Shantanu
Mohapatra, Independent Director and Chairman of the Audit Committee of the Company w.e.f. 28th December, 2019.
Role of the Audit Committee, inter alia, includes the following
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible
2. Recommending the appointment, remuneration and terms of appointment of statutory auditors including cost auditors
of the Company
53
LLOYDS METALS AND ENERGY LIMITED
3. Approving payment to statutory auditors, including cost auditors, for any other services rendered by them
4. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the
Board for approval, with particular reference to:
• Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in
terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by the management;
• Significant adjustments made in financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related party transactions; and
• Modified opinions in draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval
6. Monitoring and reviewing with the management, the statement of uses/ application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization
of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process
8. Approval or any subsequent modification of transactions of the Company with related parties
9. Scrutiny of inter-corporate loans and investments
10. Valuation of undertakings or assets of the Company, wherever it is necessary
11. Evaluation of internal financial controls and risk management systems
12. Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal
control systems Formulating the scope, functioning, periodicity and methodology for conducting the internal audit
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit
14. Discussion with internal auditors of any significant findings and follow-up thereon
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post
audit discussion to ascertain any area of concern
17. To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors
18. To review the functioning of the Whistle Blower mechanism
19. Approval of appointment of the CFO (i.e., the whole time Finance Director or any other person heading the finance
function or discharging that function) after assessing qualifications, experience and background, etc. of the candidate
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Reviewing the following information:
• The Management Discussion and Analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters/letters of internal control weaknesses issued by the statutory auditors;
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ANNUAL REPORT 2020-21
• Internal audit reports relating to internal control weaknesses; and
• Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s)
• Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/
notice in terms of Regulation 32(7).
Powers of the Audit Committee
a. To investigate any activity within its terms of reference
b. To seek information from any employee
c. To obtain outside legal or other professional advice
d. To secure attendance of outsiders with relevant expertise, if it considers necessary
Recommendations by the Audit Committee
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
The composition of the Audit Committee and the details of meetings attended by the Directors during FY 2020-21,
are given below
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LLOYDS METALS AND ENERGY LIMITED
To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their
performance and defined assessment criteria
To recommend to the board, all remuneration, in whatever form, payable to senior management.
To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory
notification, amendment or modification, as may be applicable;
The composition of the Nomination and Remuneration Committee and the details of meetings attended by the
Directors are given below
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ANNUAL REPORT 2020-21
During the year under review, the Stakeholders’ Relationship Committee met once on 12th February, 2021.
Mr. Mukesh Gupta, Chairman of the Stakeholders’ Relationship Committee was present at the last Annual General Meeting
held on 15th June, 2020.
Report on number of shareholder complaints received and resolved by the Company during the year ended
31st March, 2021
31st July, 2020, 22nd August, 2020, 31st October, 2020 and 11th January, 2021.
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LLOYDS METALS AND ENERGY LIMITED
Share Transfer and Shareholder’s/Investor’s Grievance Committee
The Share Transfer and Shareholder’s/Investor’s Grievance Committee comprises of Mr. Babulal Agarwal as the Chairman of
the Committee, Mr. Mukesh Gupta and Mr. Rajesh Gupta as Members of the Committee. The Share Transfer and Shareholder’s/
Investor’s Grievance Committee meets as and when required to consider the transfer proposals and attend to Investors’
grievances, transmission of shares, split, consolidation, issue of duplicate share certificate, rematerialisation of shares etc.
Recommendations of Committees of Board of Directors:
During the year ended, March 31, 2021, all recommendations made by the Committees of the Board of Directors (viz.
Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social
Responsibility Committee, Committee of Board of Directors) were accepted by the Board of the Company.
4. Directors’ Appointment, Tenure and Remuneration
In terms of Section 152 read with Section 149(13) of the Companies Act, 2013, Mr. Mukesh Gupta is liable to retire by
rotation. The said Director has offered himself for reappointment. The Board of Directors appointed Mr. Madhur Gupta as
an Additional Non-Executive Non Independent Director of the Company in the promoter category w.e.f. 13th November,
2020 to hold office upto the date of 44th Annual General Meeting. Mr. Madhur Gupta being eligible has consented to act as
Director of the Company. The resolution for the appointment/ reappointment of Mr. Mukesh Gupta and Mr. Madhur Gupta, is
incorporated in the Notice of the ensuing Annual General Meeting. The brief profile and other information as required under
Regulation 36(3) of the Listing Regulations relating to Mr. Mukesh Gupta and Mr. Madhur Gupta forms part of the Notice of
ensuing Annual General Meeting.
The remuneration paid for the financial year ended 31st March, 2021 to Mr. Babulal Agarwal as the Managing Director
of the Company is in accordance with the terms and conditions of his appointment. The tenure of office of Mr. Babulal
Agarwal, Managing Director is for five years w.ef. 01st January, 2018. There is no provision for notice period and payment
of severance fees.
Details of remuneration / sitting fees paid to Executive and Non-Executive Directors for the year ended 31st March, 2021 is
as follows:
Sr. Name of the Director Salary Perquisites Performance Sitting Total Stock options
No and Linked Fees$ granted
allowances Incentive
1. Mr. Babulal Agarwal 64,94,004 - - - 64,94,004 -
2. Mr. Mukesh R. Gupta - - - 42,000 42,000 -
3. Mr. Rajesh R. Gupta - - - 26,000 26,000 -
4. Mr. Madhur Gupta - - - 4,000 4,000 -
5. Mr. Devidas Kambale - - - 30,000 30,000 -
6. Mr. Jagannath Dange - - - 22,000 22,000 -
7. Dr. Balram Singh - - - 32,000 32,000 -
8. Mrs. Bhagyam Ramani - - - 26,000 26,000 -
$ The Non-Executive Directors are paid only sitting fees on the recommendation of Nomination and Remuneration
Committee.
Criteria of making payment to Non- Executive Directors
Criteria of making payments of sitting fees or commission to non-executive directors can be accessed on the Company’s
website at www.lloyds.in under the heading “Policies”.
Note: There were no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company. The
Company has not granted any stock option to any of its Directors.
5. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured
questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of
the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
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ANNUAL REPORT 2020-21
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the
Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent
Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel.
The Directors expressed their satisfaction with the evaluation process.
6. Skills/Expertise/ Competence of the Board of Directors of the Company
The following is the list of core skills/expertise/competencies possessed by the Board of Directors of the Company, which
are essential for the functioning of the Company in an effective manner.
a) Market Exploration & Potential Marketing: -
Experience in developing promotional strategies to increase the sales in the existing and explore potential market for
the Company.
b) Service on the Boards of Various Companies: -
Experience of serving on the Boards of different companies in order to develop insights about Corporate Governance,
Management Responsibility, Protecting Stakeholders interest.
c) Financial Expertise: -
Expertise in accounting and financial control functions. Possessing analytical skills. Expertise in preparation of financial
strategies for the long-term growth of the business of the Company.
d) Law & policies: -
Awareness of the existing law and economic policies applicable to the Company thereby ensuring proper legal and
statutory compliances and appropriate application of policies to the advantage of the Company.
e) Expansion, Modification & Updation:
A significant background about the technology applicable to the company resulting in how to implement technological
updates into the Business of the Company.
In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.
However, the absence of a mark against a member’s name does not necessarily mean the member does not
possess the corresponding skills/expertise/competencies.
59
LLOYDS METALS AND ENERGY LIMITED
OTHER DISCLOSURES
1. Disclosures on materially significant related party transactions that may have potential conflict with the interests
of listed entity at large;
During the year under review, there were no materially significant related party transactions that may have potential conflict
with the interests of listed entity at large. However, the Company has entered into a related party transaction as per section
188 of the Companies Act, 2013 with Snowwhite Realty Developers LLP. Particulars of transactions with Snowwhite Realty
Developers LLP in the prescribed form AOC-2, is enclosed with the Directors Report as “Annexure III”. The policy on
dealing with related party transaction is placed on the Company’s website at www.lloyds.in.
2. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has always believed in providing a safe and harassment-free workplace for every individual working in the
Company. The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder,
including constitution of the Internal Complaints Committee (ICC). The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees, etc.) are covered under this Policy.
The Policy is gender neutral. During the year under review, no complaint of sexual harassment was filed with the Internal
Complaints Committee.
3. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s)
or the board or any statutory authority, on any matter related to capital markets, during the last three years:
Neither there were any non- compliances, nor any penalties or strictures have been imposed on your company by the Stock
Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
4. Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been
denied access to the audit committee:
The Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the
Company to report, serious and genuine unethical behavior, actual or suspected fraud and violation of the Company’s code
of conduct or ethics policy.
During the year under review no personnel have either approached the Audit Committee or been denied access to the Audit
Committee.
5. Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause:
The company has complied with all the mandatory requirements. As regards the Non-Mandatory requirements they are
complied with to the extent possible.
6. Web link where policy for determining material subsidiaries is disclosed
Not Applicable.
7. Web link where policy on dealing with Related Party Transactions
http://www.lloyds.in/wp-content/uploads/2021/02/Policy_on_Materiality_of_Related_Party_Transaction.pdf
8. Disclosure of Commodity Price Risks and Commodity Hedging Activities:
Not Applicable
9. Details of total fees paid to statutory auditors
The details of total fees for all services paid by the Company, on a consolidated basis, to the statutory auditor are as follows:
(Figures in ` Lakhs)
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ANNUAL REPORT 2020-21
DISCLOSURE OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS
GENERAL SHAREHOLDERS INFORMATION
1. General Body Meeting
i. Annual General Meeting
The Annual General Meetings of the Company for the financial year 2017-18 and 2018-19 were held at the registered
office of the Company at Plot No. A 1-2, MIDC Area, Ghugus, Dist – Chandrapur, 442 505, Maharashtra and the
Annual General Meeting of the Company for the financial year 2019-20 was held through Video Conferencing on the
following dates and times, wherein the following special resolutions were passed:
Website Information like quarterly / half yearly / annual financial results and press releases on significant
developments in the Company that have been made available from time to time, are hosted on the
Company’s website www.lloyds.in and have also been submitted to the Stock Exchanges to enable
them to put them on its website and communicate to its members.
Quarterly/ Annual The quarterly / half-yearly / annual financial results are published in Business Standard (English)
Financial Results and Chandrapur Mahasagar (Marathi) newspapers. The results are also uploaded by BSE on its
website www.bseindia.com and MSEI on its website www.msei.in.
Stock exchange All periodical information, including the statutory filings and disclosures, are filed with BSE and
MSEI. The filings required to be made under the Listing Regulations, including the Shareholding
pattern and Corporate Governance Report for each quarter are also filed on BSE Listing Centre
and MSEI.
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LLOYDS METALS AND ENERGY LIMITED
3. Other Information
CIN L40300MH1977PLC019594
Registered office address Plot No. A 1-2, MIDC Area, Ghugus, Dist Chandrapur, 442 505, Maharashtra.
Corporate office address A2, 2nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W),
Mumbai- 400013.
Date, Time and Venue of The AGM will be held on 14th June, 2021 at 11.30 a.m. through VC/OAVM in compliance
Annual General Meeting with the applicable provisions of the Companies Act, 2013 read with MCA General
Circular No. 14/2020, dated 08th April, 2020, MCA General Circular No. 17/2020, dated
13th April, 2020, MCA Circular No. 20/2020 dated 05th May, 2020, MCA General Circular
No. 02/2021 dated 13th January, 2021, SEBI Circular dated 12th May, 2020 and SEBI
Circular dated 15th January, 2021.
Financial Year The financial year of the Company starts from April 1st and ends on March 31st of the
succeeding year
Rate of dividend and No Dividend was declared during the financial year 2020-21.
dividend declaration date
Dates of Book Closure 08th June, 2021 to 14th June, 2021 (both days inclusive)
Listing on stock exchanges The Equity Shares of the Company are listed on BSE Limited and MSEI Limited.
Address:-
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.
MSEI Limited (MSEI)
Vibgyor Towers, 4th Floor, Plot No C 62, G - Block,
Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E), Mumbai – 400 098
Listing fees The listing fees of BSE and MSEI for FY 2021-22 will be paid within the due date
Stock code The BSE scrip code of equity shares is 512455 and MSEI Symbol of equity shares is
LLOYDSME
ISIN Number INE281B01032
Custodian fees The custodian fees is payable to each of the depositories based on the number of folios
as on 31st March, 2021. The custodian fees to CDSL and NSDL will be paid within the
due date.
Subsidiary Company There is no subsidiary Company. However the Company has associate/joint venture
Company i.e Thriveni Lloyds Mining Private Limited
Suspension of trading in There was no suspension of trading in securities of the Company during the year under
securities review.
Registrar and Transfer Bigshare Services Private Limited
agents 1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis,Makwana Road,
Marol, Andheri East,
Mumbai 400059.
Phone: 022- 6263 8200
Fax : 022- 6263 8299
E-mail: [email protected]
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ANNUAL REPORT 2020-21
Share Transfer system 98.27 % of the equity shares of the Company are in electronic form. In terms of Regulation
40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,
as amended, securities can be transferred only in dematerialized form w.e.f. April 1,
2019, except in case of request received for transmission or transposition of securities.
Members holding shares in physical form are requested to consider converting their
holdings to dematerialized form. Share transactions in electronic form can be effected in
a much simpler and faster manner. After a confirmation of a sale/purchase transaction
from the broker, shareholders should approach the Depository Participant (“DP”) with a
request to debit or credit the account for the transaction. The DP will immediately arrange
to complete the transaction by updating the account. There is no need for a separate
communication to the Company to register these share transfers. Shareholders should
communicate with Bigshare Services Private Limited, the Company’s Registrars and
Transfer Agents (‘RTA’) quoting their folio number or Depository Participant ID (‘DP ID’)
and Client ID number, for any queries to their securities. Requests for dematerialisation
of shares are processed and confirmation is given to the respective depositories i.e.
NSDL and CDSL within 21 days.
Liquidity The Company’s Shares are traded on the Bombay Stock Exchange and Metropolitan
Stock Exchange of India Limited
Information on Deviation There has been no deviation from the Accounting Standards in preparation of annual
from Accounting Standards, accounts for the financial year 2020-21.
if any
Outstanding GDRs/ ADRs/ Convertible Warrants & OFCDs:-
Warrants/ Convertible Outstanding:
Instruments and their
impact on Equity There are outstanding 6,60,00,000 convertible warrants, 2,66,50,000 Optionally Fully
Convertible Debentures (OFCDs) as on 31st March, 2021.
Impact on Equity:
If the outstanding 6,60,00,000 convertible warrants and 2,66,50,000 Optionally Fully
Convertible Debentures (OFCDs) get converted into Equity Shares, the paid up equity
Share Capital of the Company will increase by a like number of shares i.e. 9,26,50,000
Equity Shares.
Redemption/Maturity Date:
The redemption date of 2,66,50,000 OFCDs if not converted into equity shares is
25th December, 2021. The Maturity date of 6,60,00,000 convertible warrants is 30th April,
2022.
ESOP:-
Outstanding:
As on 31st March, 2021 the number of options outstanding for vesting is 7,90,000 and
Number of options exercisable is 13,25,820 pursuant to Lloyds Metals and Energy
Limited Employee Stock Option Plan – 2017 (LMEL ESOP 2017).
Impact on Equity:
Since the underlying aforementioned 13,25,820 equity shares represented by way
of Number of options exercisable have been already issued and allotted in favour of
Lloyds Employees Welfare Trust there will be no impact on the equity share capital of
the Company in respect of 13,25,820 options. However as per LMEL ESOP 2017 the
number of options outstanding for vesting is 7,90,000. On vesting of 7,90,000 options as
per LMEL ESOP 2017, the paid up equity Share Capital of the Company will increase
by a like number of shares i.e. 7,90,000 Equity Shares.
The ESOP details are available on the Company’s website at http://www.lloyds.in/wp-
content/uploads/2021/05/ESOP_Disclosure.pdf
The Company has not issued any GDRs / ADRs.
Commodity price risk or Not Applicable
foreign exchange risk and
hedging activities
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LLOYDS METALS AND ENERGY LIMITED
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ANNUAL REPORT 2020-21
6. Distribution of Shareholding as on 31st March, 2021
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LLOYDS METALS AND ENERGY LIMITED
8. Top Ten Shareholders across all categories as on 31st March, 2021
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ANNUAL REPORT 2020-21
11. Disclosure by key managerial personnel about related party transactions:
The Board has received disclosures from key managerial personnel relating to transactions where they and/or their relatives
have personal interest. There were no materially significant related party transactions, which have potential conflict with
the interest of the company at large. The related party transactions have been disclosed in form AOC 2 and in the notes to
Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2021.
The Company has laid down a policy for dealing with Related Party Transactions. The Policy on Related Party Transactions
can be accessed on the Company’s website at
http://www.lloyds.in/wp-content/uploads/2021/02/Policy_on_Materiality_of_Related_Party_Transaction.pdf
12. Related Party Disclosure
The disclosure of related party transactions of the Company in the format prescribed in the Indian Accounting Standard is
mentioned in Note No. 32 of the Audited Financial Statement of the Company forming part of this Annual Report.
13. Disclosure of Accounting Treatment
The Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation
of its financial statements.
14. Proceeds from public issues, rights issues, preferential issues etc.
During the year under review, the Company raised the funds through (i) issue of 90,00,00,000 warrants convertible into equity
shares on preferential basis to promoters/promoter entities; (ii) issue of 2,40,00,000 Equity shares pursuant to conversion of
2,40,00,000 Convertible warrants into Equity Shares to promoters/promoter entities and (iii) issue of 2,66,50,000 Optionally
Fully Convertible Debentures to Non- Promoter on Preferential allotment basis. The total funds of ` 53,61,30,000/- raised
through aforesaid preferential allotment has been fully utilized by the Company during the year 2020-21 and the company
affirms that there has been no deviation or variation in utilization of such proceeds raised through the preferential allotment.
15. Matters related to Capital Markets
The company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all
matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the company
by any Stock Exchange or SEBI or any statutory authority, on any matter relating to capital markets, during the last three
years.
16. Management Discussion & Analysis Report
The Management Discussion & Analysis Report is a part of Director’s Report.
17. Credit Rating
During the year under review, Brickwork Ratings India Private Limited has reaffirmed the Credit Rating of the Banks Fund
Based Loan Facilities (Long Term) as BWR BBB-/Stable (BWR Triple B minus) and Banks Non Fund Based Loan
Facilities (Short Term) as BWR A3 (BWR A three).
18. Green Initiative
Pursuant to section 101 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014
as amended, the Company can send Notice of Annual General Meeting, financial statements and other Communication in
electronics forms. This Company is sending the Annual Report including the Notice of Annual General Meeting, Audited
Standalone & Consolidated Financial Statements, Directors Report, Auditors Report along with their annexure etc. for the
financial year 2020-21 in the electronic mode to the shareholders who have registered their e-mail ids with the Company
and/or their respective Depository Participates (DPs).
Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those
holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares
in physical form are requested to register their e-mail addresses with the Company’s Registrar and Share Transfer Agent
“Bigshare Services Private Limited”
67
LLOYDS METALS AND ENERGY LIMITED
19. Address for Correspondence
For transfer/dematerlisation of shares and any other query relating to the shares of the Company.
Bigshare Services Private Ltd
1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai–400059.
Tel No.: - 022–6263 8200; Fax No:- 022–6263 8299. E-mail: [email protected].
Any query on Annual Report
Secretarial Department:
A2, 2nd Floor, Madhu Estate, Pandurang Budhkar Marg, Lower Parel (W), Mumbai- 400013.
Tel. No. 022-6291 8111. E mail: [email protected]
20. Independent Director Confirmation
In terms of Schedule V(C)(i) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per
the declaration of independence received from the Independent Directors of the Company, we are of the opinion that the
Independent Directors of the Company fulfills the conditions specified under Regulation 16(b) of Listing Regulations and are
independent of Management
21. Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The Company has complied with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance
is annexed hereto marked as “Annexure I” and forms part of this report.
22. CEO and CFO Certification
The Managing Director and CFO of the Company have given the certification on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
requisite certificate from the Managing Director and CFO of the Company is annexed hereto marked as “Annexure II” and
forms part of this report.
23. Certification from Company Secretary in Practice
M/s B. R. Gupta & Co., Practicing Company Secretary, has issued a certificate as required under the Listing Regulations,
confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed
or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The
certificate is enclosed with this report as “Annexure III”.
24. Certificate on Compliance with Code of Conduct
This Code has been laid down with a view to promote good corporate governance and exemplary personal conduct and
is applicable to all the Directors and Senior Managerial Personnel of the Company. This Code can be accessed on the
Company’s website at http://www.lloyds.in/wp-content/uploads/2021/02/Code_of_conduct.pdf.
The Declaration of compliance of the Code of Conduct in terms of Schedule V (D) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto marked as “Annexure IV” and forms part of this report.
For and on behalf of the Board of Directors
Lloyds Metals and Energy Limited
Sd/-
Mukesh Gupta
Chairman
DIN: 00028347
Date: 12th April, 2021
Place: Mumbai
68
ANNUAL REPORT 2020-21
Annexure I
Auditors’ Certificate regarding compliance of conditions of Corporate Governance
To the Members,
Lloyds Metals and Energy limited
CIN: L40300MH1977PLC019594
Plot No. A 1-2, MIDC Area,
Ghugus, Dist. Chandrapur - 442 505,
Maharashtra
We have examined the compliance of conditions of corporate governance by Lloyds Metals and Energy Limited (‘the Company’)
for the year ended 31st March, 2021, as prescribed in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and para-C and
D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).
We state that the compliance of conditions of Corporate Governance is the responsibility of the management, and our examination
was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned LODR.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For M/s VSS & Associates
Sd/-
ICAI Firm Registration No. 105787W
Sanjay Jain
Partner
Date: 12th April, 2021 Membership No 046565
Place: Mumbai UDIN:21046565AAAAED8609
Annexure II
CEO/CFO CERTIFICATE
[Regulation 17(8)]
To,
The Board of Directors
Lloyds Metals and Energy Limited
We hereby certify that we have reviewed the Financial Statements and the Cash Flow Statement for the financial year ended 31st
March, 2021 and that to the best of our knowledge and belief:
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Accounting Standards, applicable laws and regulations.
3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the aforesaid period
which are fraudulent, illegal or violative of the Company’s Code of Conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed
to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal control systems, if any, of
which we are aware, and that we have taken the required steps to rectify these deficiencies.
5. We have indicated to the Auditors and the Audit Committee that:
(a) There have been no significant changes in internal control over financial reporting during the year.
(b) There have been no significant changes in accounting policies during the year.
(c) There have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Babulal Agarwal Riyaz Shaikh
Date: 12th April, 2021 Managing Director Chief Financial Officer
Place: Mumbai DIN: 00029389
69
LLOYDS METALS AND ENERGY LIMITED
Annexure III
CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE
(Pursuant to clause 10 of Part C of Schedule V of LODR)
In pursuance of sub clause (i) of clause 10 of Part C of Schedule V of The Securities and Exchange Board of India (SEBI)
(Listing Obligations and Disclosure Requirements) Regulations, 2015; (LODR) in respect of Lloyds Metals and Energy Limited
(CIN: L40300MH1977PLC019594) I hereby certify that:
On the basis of the written representation/declaration received from the directors of the Company and according to the
verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary,
that none of the Directors on the Board of the Company as on 31st March, 2021 have been debarred or disqualified from being
appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority.
Sd/-
Rahul Gupta
B.R. Gupta & Co
Practicing Company Secretary
ACS: 43021
Date: 12th April, 2021 C.P. No: 20863
Place: Mumbai UDIN: A043021C000068211
Annexure IV
Declaration of Compliance of the Code of Conduct in terms of Schedule V (D) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given hereunder:
In terms of Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per ‘affirmation
of compliance’ letters received from the Directors and the members of senior managerial personnel of the Company, I hereby
declare that members of board of directors and senior management personnel have affirmed compliance with the code of
conduct of board of directors and senior management during the financial year 2020-21.
Sd/-
Babulal Agarwal
Managing Director
DIN: 00029389
Date: 12th April, 2021
Place: Mumbai
70
ANNUAL REPORT 2020-21
INDEPENDENT AUDITOR’S REPORT matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming
To the Members of M/s. Lloyds Metals and Energy Limited our opinion thereon, and we do not provide a separate opinion
Report on the Audit of the Standalone Financial Statements on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our
Opinion report.
We have audited the accompanying Standalone Financial 1. Optionally Fully Convertible Debenture
Statements of M/s. Lloyds Metals and Energy Limited (“the
Company”), which comprise the Balance Sheet as at March Refer Notes 12 and 16(iii) to the Standalone Financial
31, 2021, the Statement of Profit and Loss (including Other Statements
Comprehensive Income), the Statement of Changes in Equity The company has entered into an agreement during
and the Statement of Cash Flows for the year ended on 31st the F.Y. 2020-21, with Clover Media Private Limited for
March, 2021, and a summary of the significant accounting the issue of 9% Optionally Fully Convertible Debenture
policies and other explanatory information. (“OFCDs”) amounting to ` 19,98,75,000/- These may
In our opinion and to the best of our information and according be converted at the option of Debenture holder within
to the explanations given to us, the aforesaid Standalone a time frame of not exceeding 18 months from the
Financial Statements give the information required by the date of allotment into one fully paid-up Equity shares of
Companies Act, 2013 (“the Act”) in the manner so required ` 1/- each of the Company at a price of ` 7.50 (including
and give a true and fair view in conformity with the Indian premium of ` 6.50) per share. The OFCDs shall carry
Accounting Standards prescribed under section 133 of the simple interest @ 9% p.a. payable on half yearly basis
Act read with the Companies (Indian Accounting Standards) commencing from 26th June 2020.
Rules, 2015, as amended, (“Ind AS”) and other accounting A compound financial instrument is a debt instrument
principles generally accepted in India, of the state of affairs with an embedded conversion option into ordinary equity
of the Company as at March 31, 2021, the profit and total shares. The management has considered the above
comprehensive income, changes in equity and its cash flows instrument as a Compound Financial Instrument which
for the year ended on that date. comprises two components: a financial liability and an
Basis for Opinion equity instrument.
We conducted our audit in accordance with the Standards As at 31st March 2021, the carrying value of OFCDs
on Auditing (SAs) specified under section 143(10) of liability component and an equity component is ` 1972.26
the Companies Act, 2013. Our responsibilities under lakhs and ` 127.69 lakhs respectively, based on the
those Standards are further described in the Auditor’s provisions of IND AS 32.
Responsibilities for the Audit of the Standalone Financial The management has used its judgements and estimates
Statements section of our report. We are independent of the in presentation and disclosure of the aforementioned
Company in accordance with the Code of Ethics issued by instrument in accordance with the principles of IND AS
the Institute of Chartered Accountants of India together with 32, Financial Instrument: Presentation.
the ethical requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of Auditors Response:
the Companies Act, 2013 and the Rules thereunder, and we
Our audit procedures to assess the accounting of the
have fulfilled our other ethical responsibilities in accordance
OFCDs included the following:
with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and 1) Obtained understanding of the contractual terms of
appropriate to provide a basis for our opinion. the OFCD agreement. 2) Obtained accounting analysis
of OFCDs from the management and reviewed the
Emphasis of Matter
same in light of appropriate accounting guidance. 3)
We draw your attention to Note 38 to the financial statements. Performed audit procedures on valuation inputs and
accounting entries of the transaction as per IND AS 109.
No provision has been made during the year ended on 4) Assessing the appropriateness of the presentation as
31st March 2021 for Deferred Tax. Ind AS 12 requires per IND AS 32 of the financial instruments.
recognition of tax consequences of difference between the
carrying amounts, of assets and liabilities and their tax base. 2. Inventory for Trading
With reference to the above, the company has not adhered
Refer Notes 8 to the Standalone Financial Statements
with measurement criteria as per Ind AS 12.
During the F.Y.2020-21, the company has purchased
Our opinion is not modified in respect of this matter.
land worth ` 1559.61 lakhs. The management estimates
Key Audit Matters that the land so acquired is to be held for sale and not for
use in the ordinary course of business.
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the As per the IND AS 2: Inventories, inventories are assets
Standalone Financial Statements of the current period. These held for sale in the ordinary course of business; in the
71
LLOYDS METALS AND ENERGY LIMITED
process of production for such sale; or in the form of Accounting Standards specified under section 133 of the Act.
materials or supplies to be consumed in the production This responsibility also includes maintenance of adequate
process or in the rendering of services. accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
Of the company’s ` 11,571 lakhs of inventory on hand
preventing and detecting frauds and other irregularities;
as at 31st March, 2021, the company has classified
selection and application of appropriate accounting policies;
the aforementioned land as inventory for trading in
making judgments and estimates that are reasonable and
accordance with the principles of IND AS 2.
prudent; and design, implementation and maintenance of
Auditors Response: adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
Our audit procedures include, among others, assessing
of the accounting records, relevant to the preparation and
the appropriateness of the management’s judgment
presentation of the financial statement that give a true and fair
in estimating the value and classification of inventory,
view and are free from material misstatement, whether due to
evaluating the completeness of transaction.
fraud or error.
3. Evaluation of Contingent Liabilities
In preparing the Standalone Financial Statements,
Refer Note 34 to the Standalone Financial Statements management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
Claims against the company not acknowledged as debts
applicable, matters related to going concern and using the
is disclosed in the Standalone Financial Statements. The
going concern basis of accounting unless management either
existence of the payments against these claims requires
intends to liquidate the Company or to cease operations, or
management judgment to ensure disclosure of most
has no realistic alternative but to do so.
appropriate values of contingent liabilities.
Auditors Response: Our audit procedures include, The Board of Directors are also responsible for overseeing the
among others, assessing the appropriateness of the Company’s financial reporting process.
management’s judgment in estimating the value of Auditor’s Responsibility
claims against the company not acknowledged as debts
as given in the Note 34. Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole
Information Other than the Standalone Financial are free from material misstatement, whether due to fraud
Statements and Auditor’s Report Thereon or error, and to issue an auditor’s report that includes our
The Company’s Board of Directors is responsible for the opinion. Reasonable assurance is a high level of assurance,
preparation of the other information. The other information but is not a guarantee that an audit conducted in accordance
comprises the information included in the Management with SAs will always detect a material misstatement when it
Discussion and Analysis, Board’s Report including Annexure exists. Misstatements can arise from fraud or error and are
to Board’s Report, Corporate Governance Report but does not considered material if, individually or in the aggregate, they
include the Standalone Financial Statements and our auditor’s could reasonably be expected to influence the economic
report thereon. Our opinion on the Standalone Financial decisions of users taken on the basis of these Standalone
Statements does not cover the other information and we do Financial Statements.
not express any form of assurance conclusion thereon. As part of an audit in accordance with SAs, we exercise
In connection with our audit of the Standalone Financial professional judgment and maintain professional skepticism
Statements, our responsibility is to read the other information throughout the audit. We also:
and, in doing so, consider whether the other information
• Identify and assess the risks of material misstatement
is materially inconsistent with the Standalone Financial
of the Standalone Financial Statements, whether due
Statements or our knowledge obtained during the course of
to fraud or error, design and perform audit procedures
our audit or otherwise appears to be materially misstated.
responsive to those risks, and obtain audit evidence that
If, based on the work we have performed, we conclude that is sufficient and appropriate to provide a basis for our
there is a material misstatement of this other information, we opinion. The risk of not detecting a material misstatement
are required to report that fact. We have nothing to report in resulting from fraud is higher than for one resulting from
this regard. error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
Management’s Responsibility for the Standalone
control.
Financial Statements
• Obtain an understanding of internal financial controls
The Company’s Board of Directors is responsible for the
relevant to the audit in order to design audit procedures
matters stated in section 134(5) of the Companies Act, 2013
that are appropriate in the circumstances. Under
(“the Act”) with respect to the preparation of these Standalone
section 143(3)(i) of the Act, we are also responsible for
Financial Statements that give a true and fair view of the
expressing our opinion on whether the Company has
financial position, financial performance, changes in equity and
adequate internal financial controls system in place and
cash flows of the Company in accordance with the accounting
the operating effectiveness of such controls.
principles generally accepted in India, including the Indian
72
ANNUAL REPORT 2020-21
• Evaluate the appropriateness of accounting policies used b. In our opinion proper books of account as required
and the reasonableness of accounting estimates and by law have been kept by the Company so far as it
related disclosures made by management. appears from our examination of those books.
• Conclude on the appropriateness of management’s use c. The Company has no branch office and hence the
of the going concern basis of accounting and, based company is not required to conduct audit under
on the audit evidence obtained, whether a material section 143 (8) of the Act;
uncertainty exists related to events or conditions that
d. The Balance Sheet, the Statement of Profit and
may cast significant doubt on the Company’s ability
Loss, the Cash flow statement dealt with by this
to continue as a going concern. If we conclude that a
Report are in agreement with the books of account;
material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures e. In our opinion, the aforesaid Standalone Financial
in the Standalone Financial Statements or, if such Statements comply with the Indian Accounting
disclosures are inadequate, to modify our opinion. Our Standards (Ind AS) prescribed under Section 133
conclusions are based on the audit evidence obtained of the Act, read with Rule 7 of the Companies
up to the date of our auditor’s report. However, future (Accounts) Rules, 2014 (As amended);
events or conditions may cause the Company to cease f. On the basis of the written representations received
to continue as a going concern. from the directors as on 31st March 2021 taken
• Evaluate the overall presentation, structure and content on record by the Board of Directors, none of the
of the Standalone Financial Statements, including the directors is disqualified as on 31st March 2021 from
disclosures, and whether the Standalone Financial being appointed as a director in terms of Section
Statements represent the underlying transactions and 164 (2) of the Act;
events in a manner that achieves fair presentation. g. With respect to the adequacy of the internal financial
We communicate with those charged with governance controls over financial reporting of the Company and
regarding, among other matters, the planned scope and the operating effectiveness of such controls, refer
timing of the audit and significant audit findings, including to our separate report in “Annexure A”. Our report
any significant deficiencies in internal control that we identify expresses an unmodified opinion on the adequacy
during our audit. and operating effectiveness of the Company’s Internal
Financial Controls over financial Reporting; and
We also provide those charged with governance with a
statement that we have complied with relevant ethical h. With respect to the other matters to be included in
requirements regarding independence, and to communicate the Auditor’s Report in accordance with Rule 11 of
with them all relationships and other matters that may the Companies (Audit and Auditors) Rules, 2014,
reasonably be thought to bear on our independence, and in our opinion and to the best of our information
where applicable, related safeguards. and according to the explanations given to us (As
amended):
From the matters communicated with those charged with
governance, we determine those matters that were of i. The Company has disclosed the impact of
most significance in the audit of the Standalone Financial pending litigations on its financial position
Statements of the current period and are therefore the key in Note 34 of the Standalone Financial
audit matters. We describe these matters in our auditor’s Statements.
report unless law or regulation precludes public disclosure ii. The Company did not have any long-term
about the matter or when, in extremely rare circumstances, contracts including derivative contracts for which
we determine that a matter should not be communicated in there were any material foreseeable losses.
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest iii. During the year, no amounts were required
benefits of such communication. to be transferred to the Investor Education
and Protection Fund by the Company. So, the
Report on Other Legal and Regulatory Requirements question of delay in transferring such sums
1. As required by the Companies (Auditor’s Report) Order, does not arise.
2016 (“the Order”) issued by the Central Government of For VSS & Associates
India in terms of sub-section (11) of section 143 of the Chartered Accountants
Companies Act 2013, we give in the ‘Annexure B’, a ICAI Firm Reg. no.: 105787W
statement on the matters specified in paragraphs 3 and 4
of the Order, to the extend applicable. Sd/-
Sanjay Jain
2. As required by section 143(3) of the Act, we report that: Partner
a. We have sought and obtained all the information and M.No.: 046565
explanations which to the best of our knowledge and UDIN: 21046565AAAAEG7134
belief were necessary for the purpose of our audit. Dated: 12th April 2021
Place: Mumbai
73
LLOYDS METALS AND ENERGY LIMITED
Annexure – A to the Independent Auditors’ Report financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
Report on the Internal Financial Controls under Clause
the risk that a material weakness exists, and testing and
(i) of Sub-section 3 of Section 143 of the Companies Act,
evaluating the design and operating effectiveness of internal
2013 (“the Act”)
control based on the assessed risk. The procedures selected
Opinion depend on the auditor’s judgment, including the assessment
We have audited the internal financial controls over financial of the risks of material misstatement of the Standalone
reporting of M/s Lloyds Metals and Energy Limited (“the Financial Statements, whether due to fraud or error.
Company”) as of 31st March 2021 in conjunction with our audit We believe that the audit evidence we have obtained is
of the Standalone Financial Statements of the Company for sufficient and appropriate to provide a basis for our audit
the year ended on that date. opinion on the Company’s internal financial controls system
In our opinion, the Company has, in all material respects, over financial reporting with reference to these Standalone
an adequate internal financial controls system over financial Financial Statements.
reporting with reference to these Standalone Financial Meaning of Internal Financial Controls over Financial
Statements and such internal financial controls over financial Reporting
reporting were operating effectively as at 31st March 2021, A company’s internal financial control over financial reporting is
based on the internal control over financial reporting criteria a process designed to provide reasonable assurance regarding
established by the Company considering the essential the reliability of financial reporting and the preparation of
components of internal control stated in the Guidance Note on Standalone Financial Statements for external purposes in
Audit of Internal Financial Controls Over Financial Reporting accordance with generally accepted accounting principles. A
issued by the Institute of Chartered Accountants of India. company’s internal financial control over financial reporting
Management’s Responsibility for Internal Financial includes those policies and procedures that (1) pertain to the
Controls maintenance of records that, in reasonable detail, accurately
The Company’s management is responsible for establishing and fairly reflect the transactions and dispositions of the
and maintaining internal financial controls based on the assets of the company; (2) provide reasonable assurance that
internal control over financial reporting criteria established transactions are recorded as necessary to permit preparation
by the Company considering the essential components of Standalone Financial Statements in accordance with
of internal control stated in the Guidance Note on Audit generally accepted accounting principles, and that receipts
of Internal Financial Controls over Financial Reporting and expenditures of the company are being made only in
(the “Guidance Note”) issued by the Institute of Chartered accordance with authorizations of management and directors of
Accountants of India (‘ICAI’). These responsibilities include the company; and (3) provide reasonable assurance regarding
the design, implementation and maintenance of adequate prevention or timely detection of unauthorized acquisition,
internal financial controls that were operating effectively for use, or disposition of the company’s assets that could have a
ensuring the orderly and efficient conduct of its business, material effect on the Standalone Financial Statements.
including adherence to company’s policies, the safeguarding Inherent Limitations of Internal Financial Controls
of its assets, the prevention and detection of frauds and errors, Over Financial Reporting with Reference to Standalone
the accuracy and completeness of the accounting records, Financial Statements
and the timely preparation of reliable financial information, as Because of the inherent limitations of internal financial
required under the Companies Act, 2013. controls over financial reporting, including the possibility
Auditors’ Responsibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
Our responsibility is to express an opinion on the Company’s
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting based on
internal financial controls over financial reporting to future
our audit. We conducted our audit in accordance with the
periods are subject to the risk that the internal financial control
Guidance Note on Audit of Internal Financial Controls over
over financial reporting may become inadequate because of
Financial Reporting (the “Guidance Note”) and the Standards
changes in conditions, or that the degree of compliance with
on Auditing, issued by ICAI and deemed to be prescribed
the policies or procedures may deteriorate.
under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls. For VSS & Associates
Those Standards and the Guidance Note require that we Chartered Accountants
comply with ethical requirements and plan and perform ICAI Firm Reg. no.: 105787W
the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting Sd/-
was established and maintained and if such controls operated Sanjay Jain
effectively in all material respects. Partner
M.No.: 046565
Our audit involves performing procedures to obtain audit UDIN: 21046565AAAAEG7134
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating Dated: 12th April 2021
effectiveness. Our audit of internal financial controls over Place: Mumbai
74
ANNUAL REPORT 2020-21
Annexure - B to Independent Auditor’s Report Sr. Name of the Forum where Amount
The ‘Annexure B’ referred to in Independent Auditor’s Report No. Statute dispute is pending (in lakhs)
to the Members of the Company on the Standalone Financial 1. The Central Supreme Court 5.20
Statements for the year ended 31st March 2021, we report that: Excise Act, 1944
i. a.) According to the information and explanation given to us 2. The Central CESTAT, Mumbai 584.46
and based on the records produced before us, we are Excise Act, 1944
of the opinion that the Company is maintaining proper Total 589.66
records showing full particulars including quantitative viii. According to the information and explanation given to us and
details and situation of fixed assets. based on the records before us, the company has not defaulted
b.) According to the information and explanation given in repayment of dues to financial institutions and banks.
to us, fixed assets were not physically verified by the ix. According to the information and explanation given to us and
management according to a designed to cover all the the record produced before us, the company has not raised
locations which in our opinion, is reasonable having moneys by way of initial public offer or further public offer.
regard to the size of the company and the nature of its The Company has raised funds under term loans this year
assets. and they have been applied for the purpose for which they
were raised.
c.) According to the information and explanation given
to us and on verification, the title deeds of immovable x. During the course of our examination of the books of account
properties are held in the name of the company. carried in accordance with the generally accepted auditing
standards in India, we have neither come across any instance
ii. According to the information and explanation given to us
of fraud on or by the Company by its officers or employees,
Inventory has been physically verified by the management
either noticed or reported during the year, nor have we been
during the year. No material discrepancies were noticed
informed of such case by the Management.
that would have an impact over the Standalone Financial
Statements. xi. According to the information and explanation given to us and
the record produced before us, managerial remuneration has
iii. According to the information and explanation given to us, the
been paid during the year as per the provisions of section
Company has not granted during the year any unsecured
197 read schedule V to the Act.
loans. Hence this clause is not applicable to the Company.
xii. The Company is not a Nidhi Company as specified in the
iv. The Company has not granted any loans or provided any
Nidhi Rules, 2014. Hence the provision of this clause is not
guarantees or security to the parties covered under Section
applicable to the company.
185 of the Act. The Company has complied with the
provisions of section 186 of the Act in respect of investments xiii. According to the information and explanation given to us
made or loans or guarantee or security provided to the and the record produced before us, all transactions with the
parties covered under Section 186. related parties are in compliance with sections 177 and 188
of Companies Act, 2013 where applicable and the details
v. According to the information and explanation given to us, the
have been disclosed in the Standalone Financial Statements,
company has not accepted any deposits within the meaning
required by the applicable Indian Accounting Standards and
of Section 73 to 76 of the Act and the rules framed there
AOC-2 marked as Annexure III in the Board’s Report.
under.
xiv. According to the information and explanation given to us
vi. According to the information and explanation given to us, the
and the record produced before us, the company has made
Company has maintained cost records as specified by the
preferential allotment of optionally fully convertible debentures
Central Government under sub-section (1) of section 148 of
during the year under review and the requirements of Sec 42
the Act.
of the Companies Act, 2013 have been complied with and
vii. (a) According to the information and explanations given to the amount raised have been used for the purposes for which
us and the records of the Company examined by us, the funds were raised.
in our opinion, the Company is regular in depositing xv. As per the information and explanation given to us and the
the undisputed statutory dues including provident fund, record produced before us, the company has not entered
employees state insurance, income tax, goods and into any non-cash transactions with directors or persons
service tax, duty of customs, cess, professional tax and connected with him.
other material statutory dues, as applicable, with the
appropriate authorities. xvi. The company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934.
According to the information and explanations given
to us, no undisputed amounts payable in respect of For VSS & Associates
provident fund, employees state insurance, income Chartered Accountants
tax, goods and service tax, duty of customs, cess, ICAI Firm Reg. no.: 105787W
professional tax and other material statutory dues were Sd/-
in arrears as at 31 March 2021 for a period of more than Sanjay Jain
six months from the date they became payable. Partner
(b) The details of dues of Excise duty which have not been M.No.: 046565
deposited as at 31st March, 2021 on account of dispute UDIN: 21046565AAAAEG7134
are given below.
Dated: 12th April 2021
Place: Mumbai
75
LLOYDS METALS AND ENERGY LIMITED
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
76
ANNUAL REPORT 2020-21
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021
(` in Lakhs)
For the Year For the Year
Note
Particulars ended ended
No.
31st March, 2021 31st March, 2020
INCOME
I Revenue from Operations 19 25,340.67 37,173.85
II Other Income 20 1,990.25 2,562.31
III Total Income (I+II) 27,330.92 39,736.16
IV EXPENSES
(a) Cost of Materials Consumed 21 21,742.74 29,764.91
(b) Changes in Inventories of Finished goods, Stock-in-Trade
22 (1,445.01) (977.44)
and Work-in-progress
(c) Employee Benefit Expenses 23 1,469.31 2,271.09
(d) Finance Cost 24 1,682.22 1,610.38
(e) Depreciation 25 1,382.53 1,755.40
(f) Other Expenses 26 2,486.45 4,002.50
Total Expenses(IV) 27,318.24 38,426.84
V PROFIT /(LOSS) BEFORE EXCEPTIONAL ITEMS AND TAX 12.68 1,309.32
(III-IV)
VI Exceptional Items - -
VII PROFIT / (LOSS) BEFORE TAX (V-VI) 12.68 1,309.32
VIII Tax Expenses:
(1) Current Tax - -
(2) Deferred Tax 27 - (1,873.32)
IX PROFIT / (LOSS) FROM ORDINARY ACTIVITIES AFTER 12.68 3,182.64
TAX (VII-VIII)
X OTHER COMPREHENSIVE INCOME
(a) (i) Items that will be reclassified subsequently to the 52.33 (27.60)
statement of profit and loss
(ii) Income tax on items that will be reclassified - -
subsequently to the statement of profit and loss
(b) (i) Items that will not be reclassified subsequently to the - -
statement of profit and loss
(ii) Income tax on items that will not be reclassified - -
subsequently to the statement of profit and loss
TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES) 52.33 (27.60)
XI TOTAL COMPREHENSIVE INCOME OF THE YEAR (IX+X) 65.01 3,155.04
XII EARNING PER EQUITY SHARES:
(1) Basic (in `) 0.01 1.42
(2) Diluted (in `) - -
See accompanying Notes 1 to 40 are integral part of these Financial Statements
As per our Report of Even Date
For VSS & ASSOCIATES For and on behalf of the Board of Directors of
Chartered Accountants Lloyds Metals And Energy Limited
Firm Registration No 105787W
Sd/- Sd/- Sd/-
Sanjay Jain Babulal Agarwal Mukesh R. Gupta
Partner Managing Director Chairman
Membership No 46565 DIN: 00029389 DIN: 00028347
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
77
LLOYDS METALS AND ENERGY LIMITED
STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021
(` in Lakhs)
For the Year ended For the Year ended
Particulars
31st March, 2021 31st March, 2020
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) Before Tax 12.68 1,309.32
Adjustments for:
Depreciation 1,382.53 1,755.40
Other comprehensive Income 52.33 (27.60)
SBP Reserve 111.90 356.33
Loss on disposal of Property, Plant and equipment 0.07 -
Interest/Dividend Income (49.52) (45.07)
Interest & Financial Charges 704.71 1,043.90
Operating Profit Before Working Capital Changes 2,214.70 4,392.28
Change in operating assets and liabilities
(Increase)/Decrease in Trade and other Receivables 97.63 1,521.22
(Increase)/Decrease in Financial Assets 65.98 (660.30)
(Increase)/Decrease in Other Current Assets (2,795.24) 175.64
(Increase)/Decrease in Inventories (1,599.71) (1,047.59)
(Increase)/Decrease in Other Non Current Assets (7.78) (2.10)
(Increase)/Decrease in Prepayments (44.08) (2.72)
Increase/(Decrease) in Borrowings (829.45) 1,531.72
Increase/(Decrease) in Trade Payable (2,587.16) (291.84)
Increase/(Decrease) in Other Financial Liabilities 4,323.94 1,077.79
Increase/(Decrease) in Lease Liabilities (39.32) (34.22)
Increase/(Decrease) in Other Current Liabilities (529.44) 736.76
Increase/(Decrease) in Non Current Liabilities 646.97 (2,924.38)
Increase/(Decrease) in Provisions (403.12) 674.20
Cash Generated from Operations (1,486.08) 5,146.47
Direct Taxes (Paid)/ Net of Refunds (7.97) 10.06
Net cash inflow (outflow) from operating activities (1,494.05) 5,156.53
B CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Property, Plant & Equipment (1,892.69) (2,986.47)
(Increase)/Decrease on FDR (86.42) 147.97
(Increase)/Decrease on Investment in Joint Venture (0.40) -
Sale of Property, Plant & Equipment (43.57) -
Interest/Dividend Received 39.13 30.85
(Increase)/Decrease in Capital WIP (4,234.41) (616.92)
Net cash inflow (outflow) from investing activities (6,218.36) (3,424.57)
C CASH FLOW FROM FINANCING ACTIVITIES :
Interest & Financial Charges Paid (773.93) (1,016.85)
Proceeds from issue of Shares under ESOP 265.71 103.83
Proceeds from issue of Shares warrant money 1,562.55 -
Proceeds from Share Premium 1,980.84 -
Proceeds From Borrowing 4,327.98 1,957.66
(Repayment) of Borrowing (793.17) (1,614.02)
Net cash inflow /(outflow) from financing activities 6,569.98 (569.38)
Net Increase /(Decrease) in Cash & Cash Equivalents (A+B+C) (1,142.43) 1,162.57
Cash & Cash Equivalents as at the beginning of Period 1,182.33 19.76
Cash & Cash Equivalents as at the end of Period 39.90 1,182.33
Net Increase / (Decrease) in Cash & Cash Equivalents (1,142.43) 1,162.57
Components of Cash and Cash equivalents
(a) Cash on Hand 23.51 23.47
(b) Balance with Schedule Bank in : Current account 16.39 1,158.86
Total cash and Cash Equivalents 39.90 1,182.33
Notes :
1 Cash Flow Statement has been prepared following the indirect method as set out in Ind AS -7 specified under Section 133 of the Companies Act, 2013 except in case
of interest paid / received, purchase and sale of Investments which have been considered on the basis of actual movements of cash with necessary adjustments in
the corresponding assets and liabilities.
2 Cash and Cash Equivalents represent Cash & Bank balances.
See accompanying notes 1 to 40 are integral part of these Financial Statements
As per our Report of Even Date
For VSS & ASSOCIATES For and on behalf of the Board of Directors of
Chartered Accountants Lloyds Metals And Energy Limited
Firm Registration No 105787W
Sd/- Sd/- Sd/-
Sanjay Jain Babulal Agarwal Mukesh R. Gupta
Partner Managing Director Chairman
Membership No 46565 DIN: 00029389 DIN: 00028347
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
78
ANNUAL REPORT 2020-21
STANDALONE STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021
A. Equity Share Capital
(` in Lakhs)
79
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
1. Background operates (‘the functional currency’). The
Lloyds Metals and Energy Limited was incorporated in financial statements are presented in Indian
1977 having it’s registered office at Plot No A 1-2, MIDC National rupee (`), which is the Company’s
Area Ghugus Chandrapur - 442505, Maharashtra State. functional and presentation currency.
The Company is into the business of manufacturing of ii) Transactions and balances: Foreign currency
Sponge Iron, Power generation and mining activities. transactions are translated into the functional
2. Significant Accounting Policies currency using the exchange rates at the dates
of the transactions. Exchange differences
This note provides a list of the significant accounting arising from foreign currency fluctuations are
policies adopted in the preparation of these financial dealt with on the date of payment/receipt.
statements. These policies have been consistently Assets and Liabilities related to foreign
applied to all the years presented, unless otherwise currency transactions remaining unsettled at
stated. the end of the period/year are translated at the
a) Basis of preparation period/ year end rate. The exchange difference
is credited / charged to Profit & Loss Account in
i) These financial statements are prepared in
case of revenue items and capital items.
accordance with Indian Accounting Standards
(Ind AS), under the historical cost convention Forward exchange contracts entered into,
on the accrual basis except for certain financial to hedge foreign currency risk of an existing
instruments which are measured at fair values, asset/ liability. The premium or discount arising
the provisions of the Companies Act, 2013 (“the at the inception of forward exchange contract
Act”) (to the extent notified) and guidelines is amortized and recognized as an expense/
issued by the Securities and Exchange Board income over the life of the contract. Exchange
of India (SEBI). The Ind AS are prescribed differences on such contracts, except the
under Section 133 of the Act read with Rule 3 of contracts which are long-term foreign currency
the Companies (Indian Accounting Standards) monetary items, are recognized in the
Rules, 2015 and relevant amendment rules statement of profit and loss in the period in
issued thereafter. Accounting policies have which the exchange rates change. Any profit or
been consistently applied except where a loss arising on cancellation or renewal of such
newly-issued accounting standard is initially forward exchange contract is also recognized
adopted or a revision to an existing accounting as income or as expense for the period.
standard requires a change in the accounting
d) Revenue Recognition
policy hitherto in use. As the year-end figures
are taken from the source and rounded to Revenue from Sales of Goods & Services
the nearest digits, the figures reported for the
The company recognizes revenue in accordance
previous quarters might not always add up to
with Ind- AS 115. Revenue is recognized when a
the year-end figures reported in this statement.
customer obtains control of goods or services and
ii) Historical cost convention the financial thus has the ability to direct the use and obtained
statements have been prepared on a historical the benefits of the goods or services. Any advance
cost basis, except for the following: received against supply of the goods and services
• Certain financial assets and liabilities that is recognized under the head current liabilities, sub
are measured at fair value; head trade and other payable.
• Defined benefit plans – plan assets Under Ind AS 115, revenue is recognized at an
measured at fair value; amount that reflects the consideration to which
an entity expects to be entitled in exchange for
b) Segment reporting transferring goods or services to a customer. The
Operating segments are reported in a manner new revenue standard will supersede all current
consistent with the internal reporting provided to the revenue recognition requirements under Ind AS.
chief operating decision maker. The Company has
Interest income
identified Managing Director and Chief Financial
Officer as chief operating decision maker. Refer Interest income from a financial asset is recognized
Note 37 for segment information presented. when it is probable that the economic benefits will
flow to the Company and the amount of income can
c) Foreign currency transaction
be measured reliably. Interest income is accrued on
i) Functional and presentation currency: Items a time basis, by reference to the principal outstanding
included in the financial statements are and at the effective interest rate applicable, which is
measured using the currency of the primary the rate that exactly discounts estimated future cash
economic environment in which the entity receipts through the expected life of the financial
80
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
asset to that asset’s net carrying amount on initial than a business combination that at the time of
recognition. the transaction affects neither accounting nor
e) Government grants taxable profit or loss.
Government grants are not recognised until there is Deferred tax assets are recognised only to the
reasonable assurance that the Company will comply extent that it is probable that future taxable profit
with the conditions attached to them and that the will be available against which the temporary
grants will be received. differences can be utilized. However, if these
are unabsorbed depreciation, carry forward
Government grants relating to income are deferred losses and items relating to capital losses,
and recognized in the profit or loss over the period deferred tax assets are recognised when
necessary to match them with the costs they are there is reasonable certainty that there will
intended to compensate and presented within other be sufficient future taxable income available
income. to realize the assets. Deferred tax assets in
Government grants relating to the purchase of respect of unutilized tax credits which mainly
property, plant and equipment are included in relate to minimum alternate tax are recognised
non-current liabilities as deferred income and are to the extent it is probable that such unutilized
credited to profit and loss on a straight line basis tax credits will get realized.
over the expected lives of the related assets and The unrecognized deferred tax assets/carrying
presented within other income. amount of deferred tax assets are reviewed
The benefit of a government loan at a below-market at each reporting date for recoverability and
rate of interest is treated as a government grant, adjusted appropriately.
measured as the difference between proceeds Deferred tax is determined using tax rates (and
received and the fair value of the loan based on laws) that have been enacted or substantively
prevailing market interest rates. enacted by the reporting date and are expected
f) Taxes to apply when the related deferred income tax
asset is realized or the deferred income tax
Income tax expenses comprise current tax expense
liability is settled.
and the net changes in the deferred tax asset or
inability during the year. Current & deferred taxes Income tax assets and liabilities are off-set
are recognized in the statement of Profit & Loss, against each other and the resultant net amount
except when they relate to items that are recognized is presented in the balance sheet, if and only
in other comprehensive income or directly in equity, when, (a) the Company currently has a right
in which case, the current & deferred tax are also to set-off the current income tax assets and
recognized in other comprehensive income or liabilities, and (b) when it relate to income tax
directly in equity, respectively. levied by the same taxation authority and where
there is an intention to settle the current income
1) Current income tax
tax balances on net basis. Ref. Note No.38
Income tax expense is the aggregate amount
g) Leases
of Current tax. Current tax is the amount of
income tax determined to be payable in respect The Leases of property, plant and equipment where
of taxable income for an accounting period the Company, as lessee, has substantially all the
or computed on the basis of the provisions of risks and rewards of ownership are classified as
Section 115JB of Income Tax Act, 1961 by finance leases. Finance leases are capitalized
way of minimum alternate tax at the prescribed at the lease’s inception at the fair value of the
percentage on the adjusted book profits of leased property or, if lower, the present value of
a year, when Income Tax Liability under the the minimum lease payments. The corresponding
normal method of tax payable basis works out rental obligations, net of finance charges, are
either a lower amount or nil amount compared included in borrowings or other financial liabilities as
to the tax liability u/s 115JA. appropriate.
2) Deferred Tax Each lease payment is allocated between the liability
and finance cost. The finance cost is charged to the
Deferred tax is recognised, using the liability
profit or loss over the lease period so as to produce
method, on temporary differences arising
a constant periodic rate of interest on the remaining
between the tax bases of assets and liabilities
balance of the liability for each period.
and their carrying values in the financial
statements. However, deferred tax are not Leases in which a significant portion of the risks
recognised if it arises from initial recognition and rewards of ownership are not transferred to
of an asset or liability in a transaction other the Company as lessee are classified as operating
81
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
leases. Payments made under operating leases are i) Inventories
charged to Statement of profit and loss on a straight The general practice adopted by the company for
line basis over the period of the lease unless the valuation of inventory is as under:-
payments are structured to increase in line with
expected general inflation to compensate for the i) Raw Materials *At lower of cost and net realizable
lessor’s expected inflationary cost increases. value.
ii) Storesandspares At cost
In March 2019, the Ministry of Corporate Affairs
issued the Companies (Indian Accounting iii) Workn -i-process/ Atmaterialcostpluslabourandother
semi-finished appropriate portion of production
Standards) (Amendments) Rules, 2019, notifying goods andadministrativeoverheadsand
Ind AS 116 - ‘Leases’. This standard is effective depreciation
from 1st April, 2019. The Standard sets out the iv)FinishedGoods/ At lower of cost and market value.
principles for the recognition, measurement, Traded Goods
presentation and disclosure of leases for both v) Fn
isihedGoodsat At net realizable value.
parties to a contract i.e., the lessee and the lessor. theendoftrialrun
Ind AS 116 introduces a single lessee accounting
vi) Scrap material At net realizable value.
model and requires a lessee to recognize assets
and liabilities for all leases with a term of more than vii) Tools and Atlowerofcostanddisposablevalue.
twelve months, unless the underlying asset is of equipments
low value. Ind AS 116 - Leases amends the rules *Material and other supplies held for use in the
for the lessee’s accounting treatment of operating production of the inventories are not written down
leases. According to the standard all operating below cost if the finished goods in which they will
leases (with a few exceptions) must therefore be be incorporated are expected to be sold at or
recognized in the balance sheet as lease assets above cost.
and corresponding lease liabilities. The lease
Costs of inventories are determined on weighted
expenses, which were recognised as a single
average basis. Net realisable value represents
amount (operating expenses), will consist of two
the estimated selling price for inventories less all
elements: depreciation and interest expenses. The
estimated costs of completion and costs necessary
standard has become effective from 2019 and the
Company has assessed the impact of application of to make the sale.
Ind AS 116 on Company’s financial statements and j) Cash and cash equivalents
provided necessary treatments and disclosures as For the purpose of presentation in the statement
required by the standard.(Refer Note No 39). of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial
h) Impairment of assets
institutions, other short-term, highly liquid
At the end of each reporting year, the company investments with original maturities of three months
reviews the carrying amounts of its tangible assets or less that are readily convertible to known amounts
and intangible assets to determine whether there is of cash and which are subject to an insignificant risk
any indication that those assets have suffered an of changes in value.
impairment loss. If any such indication exists, the k) Trade receivables
recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Trade receivables are recognized initially at fair
value and subsequently measured at amortized cost
Property plant and equipment are reviewed using effective interest method, less provision for
for impairment whenever events or changes in impairment.
circumstances indicate that the carrying amount
l) Investments and other financial assets
of an asset may not be recoverable. Recoverable
amount of assets to be held and used is the higher i. Classification
of fair value less cost of disposal or value in use as The Company classifies its financial assets in
envisaged in Ind-AS 36. If such assets are considered the following measurement categories:
to be impaired, the impairment to be recognized
• those to be measured subsequently at fair
is measured by the amount by which the carrying
value (either through other comprehensive
amount of the asset exceeds the recoverable value
income, or through profit or loss), and
of the asset. Impairment loss is recognized in the
statement of profit and loss except for properties • those measured at amortized cost.
previously revalued with revaluation taken to The classification depends on the entity’s
other comprehensive income. For such properties business model for managing the financial
impairment loss is recognized in other comprehensive assets and the contractual terms of the cash
income up to the amount of any previous revaluation. flows.
82
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
For assets measured at fair value, gains and gain or loss previously recognized in OCI is
losses will either be recorded in Statement of reclassified from equity to profit or loss and
profit or loss or other comprehensive income. recognized in other gains/(losses). Interest
For investments in debt instruments, this will income from these financial assets is included
depend on the business model in which the in other income using the effective interest rate
investment is held. For investments in equity method.
instruments, this will depend on whether the Fair value through profit or loss: Assets that
Company has made an irrevocable election do not meet the criteria for amortized cost or
at the time of initial recognition to account for FVOCI are measured at fair value through profit
equity investment at fair value through other or loss. A gain or loss on debt investment that
comprehensive income. is subsequently measured at fair value through
The Company reclassifies debt investments profit or loss is recognized in profit or loss and
when and only when its business model for presented net in the statement of profit and loss
managing those assets changes. in the period in which it arises. Interest income
ii. Measurement from these financial assets is included in other
income.
At initial recognition, the company measures a
financial asset at its fair value plus, in the case Equity instruments:
of a financial asset not at fair value through The Company subsequently measures all equity
profit or loss, transaction costs that are directly investments at fair value. Where the company’s
attributable to the acquisition of the financial management has elected to present fair value
asset. Transaction costs of financial assets gains and losses on equity investments in other
carried at fair value through profit or loss are comprehensive income, there is no subsequent
expensed in profit or loss. reclassification of fair value gains and losses to
Debt instruments: profit or loss. Dividends from such investments
are recognized in profit or loss as other income
Subsequent measurement of debt instruments when the Company’s right to receive payments
depends on the Company’s business model is established.
for managing the asset and the cash flow
characteristics of the asset. There are three Changes in the fair value of financial assets at
measurement categories into which the fair value through profit or loss are recognized
Company classifies its debt instruments: in the other income. Impairment losses (and
reversal of impairment losses) on equity
Amortized cost: Assets that are held for investments measured at FVOCI are not
collection of contractual cash flows where reported separately from other changes in fair
those cash flows represent solely payments value.
of principal and interest are measured at
amortized cost. A gain or loss on a debt iii. Impairment of financial assets
investment that is subsequently measured at The Company assesses on a forward looking
amortized cost and is not part of a hedging basis the expected credit losses associated with
relationship is recognized in profit or loss when its assets carried at amortized cost and FVOCI
the asset is derecognized or impaired. Interest debt instruments. The impairment methodology
income from these financial assets is included applied depends on whether there has been a
in finance income using the effective interest significant increase in credit risk. Ref Note 30
rate method. details how the Company determines whether
Fair value through other comprehensive there has been a significant increase in credit
income (FVOCI): Assets that are held for risk.
collection of contractual cash flows and for For trade receivables only, the Company
selling the financial assets, where the assets’ applies the simplified approach permitted by Ind
cash flows represent solely payments of AS 109 Financial Instruments, which requires
principal and interest, are measured at fair value expected lifetime losses to be recognized from
through other comprehensive income (FVOCI). initial recognition of the receivables.
Movements in the carrying amount are taken iv. De-recognition of financial assets
through OCI, except for the recognition of
impairment gains or losses, interest revenue Financial asset is derecognized only when:
and foreign exchange gains and losses which • The Company has transferred the rights to
are recognized in profit and loss. When the receive cash flow from the financial asset
financial asset is derecognized, the cumulative or
83
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
• retains the contractual rights to receive if any in accordance with Ind-AS 16. The Company
the cash flows of the financial assets, but reviews the fair value with sufficient frequency to
assumes a contractual obligation to pay ensure that the carrying amount does not differ
cash flows to one or more recipients. materially from its fair value.
Where the entity has transferred an asset, the Cost excludes Input credit under GST and such
Company evaluates whether it has transferred other taxes which can utilize against GST liabilities.
substantially all risks and rewards of ownership Depreciation on assets is claimed on such ‘reduced’
of the financial asset. In such cases, the cost. All items of repairs and maintenance are
financial asset is derecognized. Where the recognized in the statement of profit and loss,
entity has not transferred substantially all risks except those meet the recognition principle as
and rewards of ownership of the financial asset defined in Ind-AS 16 Any revaluation of an asset
is not derecognized. is recognized in other comprehensive income and
shown as revaluation reserves in other equity
Where the entity has neither transferred a
financial asset nor retains substantially all Transition to Ind AS
risks and rewards of ownership of the financial
On transition to Ind AS, the Company has elected
asset, the financial asset is derecognized if
to continue with the carrying value of all its property,
the Company has not retained control of the
plant and equipment recognized as at 1 April 2016
financial asset. Where the Company retains
measured as per the previous GAAP and use that
control of the financial asset, the asset is
carrying value as the deemed cost of the property,
continued to be recognized to the extent of
plant and equipment.
continuing involvement in the financial asset.
Depreciation/Amortisation methods, estimated
m) Cost recognition
useful lives and residual value.
Costs and expenses are recognized when incurred
Depreciation is calculated using the straight-line
and have been classified according to their nature.
basis at the rates arrived at based on the useful lives
The costs of the Company are broadly categorized
prescribed in Schedule II of the Companies Act,
in to material consumption, cost of trading goods,
2013. The company follows the policy of charging
employee benefit expenses, depreciation and
depreciation on pro-rata basis on the assets
amortization, other operating expenses and finance
acquired or disposed off during the year. Leasehold
cost. Employee benefit expenses include employee
assets are amortized over the period of lease.
compensation, gratuity, leave encashment,
contribution to various funds and staff welfare The residual values are not more than 5% of the
expenses. Other expenses broadly comprise original cost of the asset. The assets’ residual
manufacturing expenses, administrative expenses values and useful lives are reviewed, and adjusted if
and selling and distribution expenses. appropriate, at the end of each reporting period. An
asset’s carrying amount is written down immediately
n) Derivatives
to its recoverable amount if the asset’s carrying
The derivative contracts to hedge risks which are amount is greater than its estimated recoverable
not designated as hedges are accounted at fair amount. Gains or losses on disposal are determined
value through profit or loss and are included in profit by comparing proceeds with carrying amount.
and loss account.
q) Intangible assets
o) Offsetting financial instruments
i) Recognition
Financial assets and liabilities are offset and the net
Intangible assets are recognized only when
amount is reported in the balance sheet where there
future economic benefits arising out of the
is a legally enforceable right to offset the recognized
assets flow to the enterprise and are amortized
amounts and there is an intention to settle on a
over their useful life. Intangible assets
net basis or realize the asset and settle the liability
purchased are measured at cost or fair value
simultaneously. The legally enforceable right must
as of the date of acquisition, as applicable, less
not be contingent on future events and must be
accumulated amortization and accumulated
enforceable in the normal course of business and in
impairment, if any.
the event of default, insolvency or bankruptcy of the
Company or the counterparty. ii) Amortization methods and periods
p) Property, plant and equipment The Company amortizes intangible assets on
a straight line method over their estimated
Property, plant and equipment are carried at cost
useful life not exceeding 5 years. Software is
less accumulated depreciation and impairment loss,
amortized over a period of three years.
84
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
iii) Transition to Ind AS that necessarily take a substantial period of time to
get ready for their intended use or sale.
On transition to Ind AS, the company has
elected to continue with the carrying value of Investment income earned on the temporary
all of intangible assets recognized as at 1 April investment of specific borrowings pending their
2016 measured as per the previous GAAP and expenditure on qualifying assets is deducted from
use that carrying value as the deemed cost of the borrowing cost eligible for capitalization. Any
intangible assets related foreign currency fluctuations on account of
qualifying asset under construction is capitalized
r) Trade and other payables
and added to the cost of asset concerned. Other
These amounts represent liabilities for goods and borrowing costs are expensed as incurred.
services provided to the company prior to the end
u) Employee benefits
of financial year which are unpaid. The amounts
are unsecured are presented as current liabilities i) Short-term obligations
unless payment is not due within 12 months after Liabilities for wages and salaries, including
the reporting period. They are recognized initially non-monetary benefits that are expected to
at their fair value and subsequently measured at be settled wholly within 12 months after the
amortized cost using the effective interest method. end of the period in which the employees
s) Borrowings render the related service are recognized in
respect of employees’ services up to the end
Borrowings are initially recognized at fair value,
of the reporting period and are measured at the
net of transaction cost incurred. Borrowings are
amounts expected to be paid when the liabilities
subsequently measured at amortized cost. Any
are settled. The liabilities are presented as
difference between the proceeds (net of transaction
current employee benefit obligations in the
costs) and the redemption amount is recognized
balance sheet.
in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on ii) Other long-term employee benefit
the establishment of loan facilities are recognized obligations
as transaction costs of the loan to the extent that it is The liabilities for earned leave are not expected
probable that some or all of the facility will be drawn to be settled wholly within 12 months after
down. In this case, the fee is deferred until the draw the end of the period in which the employees
down occurs. To the extent there is no evidence render the related service. They are therefore
that it is probable that some or all the facility will be measured at the present value of expected
drawn down, the fee is capitalized as a prepayment future payments to be made in respect of
for liquidity services and amortized over the period services provided by employees up to the end
of the facility to which it relates. of the reporting period using the projected unit
Borrowings are removed from the balance sheet credit method. The benefits are discounted
when the obligation specified in the contract is using the market yields at the end of the
discharged, cancelled or expired. The difference reporting period that have terms approximating
between the carrying amount of a financial liability to the terms of the related obligations.
that has been extinguished or transferred to another Remeasurements as a result of the experience
party and the consideration paid, including any non- adjustments and changes in actuarial
cash assets transferred or liabilities assumed, is assumptions are recognized in profit or loss.
recognized in profit or loss.
The obligations are presented as current
Where the terms of a financial liability are liabilities in the balance sheet if the entity
renegotiated and the entity issues equity instruments does not have an unconditional right to defer
to a creditor to extinguish all or part of the liability settlement for at least twelve months after the
(debt for equity swap), a gain or loss is recognized reporting period, regardless of when the actual
in profit or loss, which is measured as the difference settlement is expected to occur.
between the carrying amount of the financial liability
iii) Post-employment obligations
and the fair value of the equity instrument issued.
The Company operates the following post-
t) Borrowing costs employment schemes:
General and specific borrowing costs that are (a) Defined benefit plans such as gratuity; and
directly attributable to the acquisition, construction
or production of a qualifying asset as defined in Ind- (b) Defined contribution plans such as
AS 23 are capitalized during the period of time that provident fund and superannuation fund.
is required to complete and prepare the asset for its (c) Defined benefit plans such as Leave
intended use or sale. Qualifying assets are assets encashment.
85
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Gratuity & Leave Encashment obligations v) Bonus plans
The liability or assets recognized in the balance The Company recognizes a liability and
sheet in respect of gratuity plans is the present an expense for bonuses. The Company
value of the defined benefit obligation at the recognizes a provision where contractually
end of the reporting period less the fair value obliged or where there is a past practice that
of plan assets. The defined benefit obligation has created a constructive obligation.
is calculated annually by actuaries using the v) Contributed equity
projected unit credit method.
Equity shares are classified as equity. Incremental
The present value of the defined benefit obligation costs directly attributable to the issue of new shares
is determined by discounting the estimated future or options are shown in equity as a deduction, net of
cash outflows by reference to market yields at tax, from the proceeds.
the end of the reporting period on government
bonds that have terms approximating to the w) Dividends
terms of the related obligation. Provision is made for the amount of any dividend
The net interest cost is calculated by applying declared, being appropriately authorized and no
the discount rate to the net balance of the longer at the discretion of the entity, on or before the
defined benefit obligation and the fair value of end of the reporting period but not distributed at the
plan assets. This cost is included in employee end of the reporting period.
benefit expense in the statement of profit and x) Earnings per share
loss.
i) Basic earnings per share: Basic earnings per
Remeasurement gains and losses arising share are calculated by dividing:
from experience adjustments and changes in
• The profit attributable to owners of the
actuarial assumptions are recognized in the
company.
period in which they occur, directly in other
comprehensive income. They are included in • By the weighted average number of equity
retained earnings in the statement of changes shares outstanding during the financial
in equity and in the balance sheet. year.
Changes in the present value of the defined ii) Diluted earnings per share: diluted earnings
benefit obligation resulting from plan per share adjust the figures used in the
amendments or curtailments are recognized determination of basic earnings per share to
immediately in profit or loss. take into account:
Defined contribution plans • The after income tax effect of interest
and other financing costs associated with
The company pays provident fund contributions
dilutive potential equity shares, and
to publicly administered funds as per local
regulations. The Company has no further • The weighted average number of
payment obligations once the contributions additional equity shares that would have
have been paid. The contributions are been outstanding assuming the conversion
accounted for as defined contribution plans and of all dilutive potential equity shares.
the contributions are recognized as employee y) Custom duty and its benefits
benefit expense when they are due.
Customs Duty payable on imported raw materials,
iv) Equity settled share-based payments components and stores and spares is recognized to
Equity-settled share based payments to the extent assessed by the customs department.
employee are measured at the fair value (i.e. Customs duty entitlement eligible under pass book
excess of fair value over the exercise price of scheme / DEPB is accounted on accrual basis.
the option) of the Employee Stock Options Plan Accordingly, import duty benefits against exports
at the grant date. The fair value of option at effected during the year are accounted on estimate
the grant date is calculated by Black- Scholes basis as incentive till the end of the year in respect
model. In case the options are granted to of duty free imports of raw material yet to be made.
employees of the company, the fair value
determined at the grant date is expensed on z) The Treatment of expenditure during
a straight line basic over the vesting period, construction period
based on the Company’s estimate of options All expenditure and interest cost during the project
that will eventually vest, with a corresponding construction period, are accumulated and shown as
increase in equity. Capital Work-in- Progress until the project/assets
86
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
commences commercial production. Assets under These are reviewed at each balance sheet date
construction are not depreciated. Expenditure/ adjusted to reflect the current best estimates.
Income arising out of trial run is part of pre-operative Contingent liabilities are not recognized in the
expenses included in Capital Work-in-Progress. financial statements. A contingent asset is neither
(aa) Fair value measurement recognized nor disclosed in financial statements.
The Company reviews the fair value of Land with (af) Provision for doubtful debts
sufficient frequency to ensure that the carrying The management reviews on a periodical basis the
amount does not differ materially from its fair value. outstanding debtors with a view to determine as to
Fair value is the price that would be received to sell whether the debtors are good, bad or doubtful after
an asset or paid to transfer a liability in an orderly taking into consideration all the relevant aspects. On
transaction between market participants at the the basis of such review and in pursuance of other
measurement date. The Company uses valuation prudent financial considerations the management
techniques that are appropriate in circumstances determines the extent of provision to be made in the
and for which sufficient data is available to measure accounts.
fair value, maximizing the use of relevant absorbable
inputs and minimizing the use of un-absorbable (ag) Rounding of amounts
inputs. External valuers are appointed for valuing All amounts disclosed in the financial statements
land. The selection criteria for these valuers include and notes have been rounded off to the nearest
market knowledge, reputation, independence and lakhs as per the requirement of Schedule III, unless
whether professional standards are maintained. otherwise stated.
(ab) Amortization of expenses 3. Critical estimates and Judgments
Equity Issue expenses: Expenditure incurred in
The preparation of these financial statements in
equity issue is being treated as Deferred and
conformity with the recognition and measurement
Revenue Expenditure to be amortized over a period
principles of Ind AS requires the management of the
of 10 years;
Company to make estimates and assumptions that affect
Debenture Issue Expenses: Debenture Issue the reported balances of assets and liabilities, disclosures
expenditure is amortized over the period of 10 years. relating to contingent liabilities as at the date of the
Deferred Revenue Expenses: Deferred Revenue financial statements and the reported amounts of income
expenses are amortized over a period of 5 years. and expense for the periods presented. Estimates and
underlying assumptions are reviewed on an ongoing
(ac) Research and development expenses
basis. Revisions to accounting estimates are recognized
Research and Development costs (other than cost in the period in which the estimates are revised and
of fixed assets acquired) are expensed in the year in future periods are affected. Key sources of estimation of
which they are incurred. uncertainty at the date of the financial statements, which
(ad) Investment in Associates: may cause a material adjustment to the carrying amounts
Investments in associates are recognized at of assets and liabilities within the next financial year, is
cost. The company provides for any permanent in respect of impairment of investments, useful lives of
diminution, if any, in value of such investment. property, plant and equipment, valuation of deferred tax
assets, provisions and contingent liabilities.
(ae) Accounting for Provisions, Contingent Liabilities
& Contingent Assets Impairment of Investments
In conformity with Ind-AS 37, ‘Provisions, Contingent The Company reviews its carrying value of investments
Liabilities and Contingent Assets’, issued by the carried at amortized cost annually, or more frequently
ICAI. A provision is recognized when the Company when there is indication for impairment. If the recoverable
has a present obligation as a result of past even amount is less than its carrying amount, the impairment
and it is probable than an outflow of resources will loss is accounted for.
be required to settle the obligation, in respect of Useful lives of property, plant and equipment
which a reliable estimate can be made. Provisions
(excluding retirement benefits and compensated The Company reviews the useful life of property, plant
absences) are not discounted to its present value and equipment at the end of each reporting period. This
and are determined based on best estimate required reassessment may result in change in depreciation
to settle the obligation at the balance sheet date. expense in future periods.
87
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 4 : Property, Plant and Equipment
(` in Lakhs)
Gross carrying amount Accumulated depreciation/amortisation Net carrying amount
As at 1st Additions Deletions As at 31st As at 1st For the On As at 31st As at 31st As at 31st
Particulars
April, March April, Year disposals March March March
2020 2021 2020 2021 2021 2020
Owned Assets
Land 1,050.96 - - 1,050.96 - - - - 1,050.96 1,050.96
FactoryBuilding&Site 2,694.42 126.61 - 2,821.03 1,204.82 96.43 - 1,301.25 1,519.78 1,489.60
Development
Residential Building: 784.09 - - 784.09 435.87 41.24 - 477.11 306.98 348.22
Housing Complex
Mining Road 498.74 - - 498.74 71.20 94.81 - 166.01 332.73 427.54
Plant and Machinery 43,904.27 109.56 - 44,013.83 25,350.25 551.83 - 25,902.08 18,111.75 18,554.02
Plant and Machinery- 19,997.21 - - 19,997.21 5,564.48 463.80 - 6,028.28 13,968.93 14,432.73
Power
Furniture & Fixture 208.77 90.50 - 299.27 110.71 17.30 - 128.01 171.26 98.06
Motor Vehicles 578.14 - - 578.14 108.83 67.03 - 175.86 402.28 469.31
Office Equipments 134.92 1.61 0.58 135.95 84.04 3.84 0.42 87.46 48.49 50.88
Computers 144.99 2.52 - 147.51 140.33 2.59 - 142.92 4.59 4.66
Assets Taken on Lease
Leasehold Land 168.60 2.28 - 170.88 - - - - 170.88 168.60
Total - Property, Plant 70,165.11 333.08 0.58 70,497.61 33,070.53 1,338.87 0.42 34,408.98 36,088.63 37,094.58
and Equipment
Refer Note 36 for charge created on Property, Plant and Equipments.
Note 5 (i) : Investments- Non Current (` in Lakhs) Note 6 : Deferred Tax Asset (` in Lakhs)
As at 31st As at 31st As at 31st As at 31st
Particulars Particulars
March, 2021 March, 2020 March, 2021 March, 2020
Investments in Equity Instruments Deferred Tax Asset
(unquoted - fully paid up) Deferred Tax Asset (Ref. Note No.38) 1,873.32 1,873.32
i) Shine Trade & Properties Developers Total - Deferred Tax Asset 1,873.32 1,873.32
Private Limited (Previously known as Note 7 : Other Non-Current Assets (` in Lakhs)
Gadchiroli Metals & Minerals Ltd.)
19,000 Equity Shares of ` 10/- Each 1.90 1.90 As at 31st As at 31st
Particulars
(PreviousYear19,000EquitySharesof March, 2021 March, 2020
` 10 Each) Advances other than capital advances
ii) Vimala Infrastructure Private Limited 1.25 1.25 Deposits with MSEB & Others 72.67 64.89
12,500 Equity Shares of ` 10/- Each Total Other Non Current Assets 72.67 64.89
(PreviousYear12,500EquitySharesof Note 8 : Inventories (` in Lakhs)
` 10 Each) As at 31st As at 31st
iii) Punjab & Maharashtra Co-op. Bank 10.00 10.00 Particulars
March, 2021 March, 2020
Limited (a) Raw Materials 1,664.26 1,334.76
40,000 Equity Shares of ` 25/- Each (b) Work-in-Progress 25.32 -
(PreviousYear40,000EquitySharesof (c) Finished Goods 1,871.26 1,369.01
` 25/- Each) (d) Stores and Spares 901.29 1,076.08
Investments in Equity Instruments of Joint (e) Saleable Scrap & By products 4,659.55 3,742.12
Venture Companies (f) Intangible Inventory - Energy Saving 836.88 836.88
Unquoted - fully paid up certificate
i) Thriveni Lloyds Mining Private Limited 0.40 - (g) Intangible Inventory - Certified 52.83 52.83
Total Investment in Equity Shares 13.55 13.15 Emission Reduction (CER's)
Less:Provision for Diminution of value of - - (h) Inventory for trading 1,559.61 0.00
Investments Total - Inventories 11,571.00 8,411.68
Aggregate amount of unquoted 13.55 13.15 ForvaluationofinventoriesReferNote2(i)ofStandardAccountingpolicyand
investments forhypothecationandchargesreferNoteNo.16(i)(a)ofNotestoAccount.
88
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 9 : (i) Trade Receivables - Current (` in Lakhs) Note 9 : (iv) Other Financial Assets -Current (` in Lakhs)
As at 31 st
As at 31st
As at 31st As at 31st
Particulars Particulars
March, 2021 March, 2020 March, 2021 March, 2020
Unsecured Advance to Suppliers 1,758.06 1,824.04
Considered Good 691.12 788.75 Total - Other Financial Assets 1,758.06 1,824.04
Total - Trade Receivables 691.12 788.75 Note 9 : (v) Prepayments (` in Lakhs)
Note 9 : (ii) Cash and Cash Equivalents (` in Lakhs) As at 31st
As at 31st
Particulars
March, 2021 March, 2020
As at 31st As at 31st
Particulars Prepaid Expenses 154.09 110.01
March, 2021 March, 2020
Total - Prepayments 154.09 110.01
Cash and Cash Equivalents
Cash on hand 23.51 23.47 Note 10 : Other Current Assets (` in Lakhs)
BalanceswithbanksInCurrentAccounts 16.39 1,158.86 As at 31st
As at 31st
Particulars
Total - Cash and Cash Equivalents 39.90 1,182.33 March, 2021 March, 2020
Other than Capital Advance
Note 9 :(iii) Other Balances with Banks (` in Lakhs)
i) Advance to Others 488.40 189.55
As at 31st As at 31st ii) Interest Receivable 41.43 31.04
Particulars
March, 2021 March, 2020 iii) Balance Receivable from Govt. 9,915.44 7,411.06
Other Bank Balances Authorities
iv) Balance Receivable against NSC 4.05 4.05
i) Balances in the form of FDR* 759.19 675.38
Total - Other Current Assets 10,449.32 7,635.70
ii)Marginmoneyagainstbilldiscounting 4.67 2.06
Advances to others in the comparative statement as at 31st
Total - Other Balances with Banks 763.86 677.44
March, 2020 was ` 148.48 lakhs has now been reclassified to
* Held against various Bank Guarantees and letter of credit facilities. ` 189.55 Lakhs on account of Net of Credit parties balances.
AUTHORIZED
Equity Shares:
75,00,00,000 Equity Shares of ` 1/- Each 7,500.00 7,500.00
(Previous year 75,00,00,000 Equity Shares of ` 1/- each)
Preference Shares :
2,50,00,000 Preference Shares of ` 10/- each 2,500.00 2,500.00
(Previous year 2,50,00,000 Preference Shares of ` 10/- each )
Total 10,000.00 10,000.00
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
22,25,82,580 Equity Shares of ` 1/- each 2,225.83 2,225.83
(Previous year 22,25,82,580 Equity Shares of ` 1/- each )
Add : 2,65,70,820 Equity Shares of ` 1/- each 291.67 25.96
(Previous year 25,95,820 Equity Shares of ` 1/- each )
Add:Shares forfeited - 3,97,875 Equity Shares of ` 10/- each (Amount originally paid-up) 17.22 17.22
Total - Equity Share Capital 2,534.72 2,269.01
(A) Movement in Equity Share Capital:
As at 31st March, 2021 As at 31st March, 2020
Particulars Numbers of Amount in Numbers of Amount in
Shares Lakhs Shares Lakhs
At the beginning of the year 22,51,78,400 2,251.79 22,25,82,580 2,225.83
Movement during the year 2,65,70,820 265.71 25,95,820 25.96
Issued during the year - - - -
Outstanding at the end of the year 25,17,49,220 2,517.50 22,51,78,400 2,251.79
89
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
(B) Terms/Rights attached to equity shares
The Company has only one class of equity shares having a face value of ` 1/- each. Each holder of equity share is entitled to
one vote per share. The company declares and pays dividends in Indian Rupees. In the event of liquidation of the company,
the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(C) The Company has not issued any share as fully paid up without payment being received in cash or as bonus
shares nor any share has been bought back by the Company in last 5 years.
(D) Details of the shareholders holding more than 5% shares in the Company
90
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 15 (ii) : Lease Liability - Non Current (` in Lakhs) Note 16 : (iii) Other Financial Liabilities - Current (` in Lakhs)
DuestocreditorsotherthanMicro,Small 3,525.22 3,332.55 2020 was ` 81.56 lakhs has now been reclassified to ` 122.43
and Medium Enterprises Lakhs on account of Net of Debit parties balances.
Total - Trade Payables 3,525.22 6,112.38 Note 18(i) : Lease - Current Liabilities (` in Lakhs)
Note no. 16(ii)(a): There are no amounts outstanding to
Micro, Small and Medium Enterprises as at March 31, 2021 As at 31st As at 31st
Particulars
and no amount were over due during the year for which March, 2021 March, 2020
disclosure requirements under Micro, Small and Medium Lease liability 17.80 57.12
Enterprises Development Act, 2006 are applicable. Total - Lease Liability 17.80 57.12
Note no. 16(ii)(b): Inland letter of credit limits are primarily Note 19 : Revenue From Operations (` in Lakhs)
secured by hypothecation on all current assets of the
company namely, Stock of raw materials, work-in-progress, Particulars 2020 - 21 2019 - 20
finished goods, stores and spares , Bill receivable and book
(a) Sale of Products
debts and all other moveable assets present and future and
are also secured by way of collateral security in the form of Finished Goods 20,770.26 29,772.66
Second Charge on all fixed assets of the company -all that Power Sales 3,143.63 6,352.80
piece and parcel of land or ground together with all building (b) Other Operating Revenues 1,426.78 1,048.39
and structure thereon and all moveable plant and machinery
Total - Revenue from Operations 25,340.67 37,173.85
both present and future.
91
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 20 : Other Income (` in Lakhs) Note 24 : Finance Cost (` in Lakhs)
92
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 26(a) Payment to Auditor (` in Lakhs) Note 27 : Deferred Tax (` in Lakhs)
93
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Amount recognized in other comprehensive income:
(` in Lakhs)
Gratuity Leave Encashment
Sr.
Particulars 31st March, 31st March, 31st March, 31st March,
No.
2021 2020 2021 2020
1. Remeasurements (32.66) 27.60 (19.67) 0.00
Total (32.66) 27.60 (19.67) 0.00
Due to its defined benefit plans, the Company is exposed to the following significant risks:
Changes in bond yields - A decrease in bond yields will increase plan liability.
Salary risk - The present value of the defined benefit plans liability is calculated by reference to the future salaries of the plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Existing assumptions:
Gratuity Leave Encashment
Sr.
Particulars 31st March, 31st March, 31st March, 31st March,
No.
2021 2020 2021 2020
1. Discount rate 6.50% 6.80% 6.50% 6.80%
2. Rate of salary increase 8.50% 8.50% 8.50% 8.50%
3. Withdrawal / Attrition rate 1.00% 1.00% 1.00% 1% to 1%
4. Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured
Lives (2012-14) Lives (2006-08) Lives (2012-14) Lives (2006-08)
5. Retirement age 60 years 62 years 60 years 62 years
Note: The Company regularly assesses these assumptions with the projected long-term plans and prevalent industry standards.
The impact of sensitivity due to changes in the significant actuarial assumptions on the defined benefit obligations is given in the
table below:
(` in Lakhs)
Gratuity Leave Encashment
Change in
Particulars 31st March, 31st March, 31st March, 31st March,
assumption
2021 2020 2021 2020
Discount Rate +1% 458.52 456.48 89.88 85.79
-1% 565.58 570.50 114.10 110.54
94
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
29. Financial instrument and risk management
Fair values
1. The carrying amounts of trade payables, other financial liabilities (current), borrowings (current), trade receivables,
cash and cash equivalents, other bank balances and loans are considered to be the same as fair value due to their
short term nature.
2. Borrowings (non-current) consists of loans from banks and government authorities, other financial liabilities (noncurrent)
consists of interest accrued but not due on deposits other financial assets consists of employee advances where the
fair value is considered based on the discounted cash flow.
3. The fair value of forward foreign exchange contracts is calculated as the present value determined using forward
exchange rates, currency basis spreads between the respective currencies and interest rate curves.
The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments:
(` in Lakhs)
95
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
The Company does not undertake any speculative transactions either through derivatives or otherwise. The senior
management is accountable to the Board of Directors and Audit Committee. They ensure that the Company’s financial
risk-taking activities are governed by appropriate financial risk governance frame work, policies and procedures. The
Board of Directors periodically reviews the exposures to financial risks, and the measures taken for risk mitigation and
the results thereof.
2) Foreign currency Risk
Foreign exchange risk arises on all recognised monetary assets and liabilities and on highly probable forecasted
transactions which are denominated in a currency other than the functional currency of the Company. The Company
does not have any foreign currency trade payables and receivables.
The foreign exchange risk management policy of the Company requires it to manage the foreign exchange risk by
transacting as far as possible in the functional currency.
No Forward contracts were entered into by the company either during the year or previous years since the company
has very minimum exposure to foreign currency risk.
i. Price risk
The company uses surplus fund in operations and for further growth of the company. Hence, there is no price risk
associated with such activity.
ii. Credit risk
Credit risk refers to the risk of default on its obligation by the counter-party the risk of deterioration of creditworthiness
of the counter-party as well as concentration risks of financial assets, and thereby exposing the Company to
potential financial losses. The Company is exposed to credit risk mainly with respect to trade receivables.
Trade receivables
The Trade receivables of the Company are typically non-interest bearing un-secured. As there is no independent
credit rating of the customers available with the Company, the management reviews the credit-worthiness of
its customers based on their financial position, past experience and other factors. The credit risk related to
the trade receivables is managed / mitigated by concerned team based on the Company’s established policy
and procedures and by setting appropriate payment terms and credit period. The credit period provided by the
Company to its customers depend upon the contractual terms with the customers.
The ageing analysis of trade receivables as at the reporting date is as follows:
(` in Lakhs)
96
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
The table below summaries the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments:-
(` in Lakhs)
97
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
32. Related party transactions under Ind AS -24
Names of related parties and nature of relationships:
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ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Details of transactions during the year and outstanding at year end where related party relationship existed:
*Since the Diluted Earnings Per Share is in excess of the Basic Earnings Per Share, it has become anti-dilutive in nature
and hence the Diluted Earnings Per Share is Nil for the year ended 31st March, 2021.
99
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
34. Contingent Liability
(` in Lakhs)
Grant date Vest date Historical Average life of Risk-free Dividend Yield
Volatility the options interest rate
(in Years)
20-Sep-2018 20-Sep-2019 64.49% 2.50 Years 8.02% 0.00%
20-Sep-2018 20-Sep-2020 71.77% 3.50 Years 8.08% 0.00%
20-Sep-2018 20-Sep-2021 72.44% 4.50 Years 8.09% 0.00%
20-Sep-2018 20-Sep-2022 73.77% 5.50 Years 8.12% 0.00%
31-Jan-2019 20-Sep-2020 66.72% 3.14 Years 6.98% 0.00%
31-Jan-2019 20-Sep-2021 70.13% 4.14 Years 7.18% 0.00%
31-Jan-2019 20-Sep-2022 70.54% 5.14 Years 7.22% 0.00%
The information covering stock options is as follows:-
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ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Since equity shares are listed hence for the purpose of calculating volatility, volatility of shares based on the expected life
is considered.
Total expenses arising from share-based payment transactions recognized in profit or loss as part of employee benefit
expense were as follows.
(` in Lakhs)
101
LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
4. The loans mentioned in (i)(c) are secured with exclusive charge over the commercial equipment’s financed by the bank.
Terms of Repayment (` in Lakhs)
Amount
Particulars outstanding F.Y. 27
F.Y. 21-22 F.Y. 22-23 F.Y. 23-24 F.Y. 24-25 F.Y. 25-26 F.Y. 26-27
as at 31st Onwards
March 2021
i) Secured- At Amortised Cost
Term Loans from Banks
(a) Kotak Mahindra Bank Ltd. 5,593.12 1,619.91 2,101.56 1,358.17 513.48 - - -
(b) Citizencredit Co-operative 2,714.06 239.71 319.61 319.61 319.61 319.61 319.61 876.30
Bank Ltd.
(c) Yes Bank Ltd. 259.53 72.71 80.40 88.89 17.53 - - -
Other Bank Loan for Vehicles 121.83 41.87 35.89 18.93 18.38 6.76 - -
102
ANNUAL REPORT 2020-21
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
37. Segment reporting under Ind AS – 108
Disclosures as required by the Ind AS - 108 on “Segment Reporting” are given below:
For management purposes, the Company is organized into business units based on its services and has two reportable
segments, as follows:
1. The Sponge Iron segment which includes production and manufacturing of Sponge Iron.
2. The Power segment which includes generation of power.
(` in Lakhs)
I) Segment Revenue :
Sales :
External 24,187.30 3,640.86 27,828.16 33,383.36 7,150.95 40,534.31
Less : Inter division transfer - 497.24 497.24 - 798.15 798.15
Total 24,187.30 3,143.62 27,330.92 33,383.36 6,352.80 39,736.16
II) Segment Result :
Operating Net Profit 1,362.09 1,776.10 3,138.19 920.71 4,096.85 5,017.56
Common Expenses (Net) - - (1,443.29) - - (2,097.86)
Interest - - (1,682.22) - - (1,610.38)
Profit before tax - - 12.68 - - 1,309.32
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LLOYDS METALS AND ENERGY LIMITED
NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Balance sheet: The company estimates that the adoption of Ind AS 116 will result in an increase in total assets of ` 78.83
Lakhs split between right-of-use assets of ` 78.83 Lakhs and deferred tax assets of ` 0.00 Lakhs. Financial liabilities are
expected to increase by ` 81.64 Lakhs.
Statement of profit and loss: The company estimates that the adoption of Ind 116 has impact the Profit & Loss A/c which
is as follows:-
Out of the total lease depreciation of 43.66 lakhs for the year ended on 31st March 2021, the company has recognized
increased depreciation of ` 9.26 lakhs and ` 34.40 lakhs on account of the new lease and previous lease arrangement
respectively on right to use asset.
Out of the total lease finance cost of ` 24.67 lakhs for the year ended on 31st March 2021, the company has recognized
increased finance cost of ` 5.54 lakhs and ` 19.13 lakhs on account of the new lease and previous lease arrangement
respectively on lease liability.
Due to termination of the previous lease agreement during the current year, an income of ` 18.40 lakhs has been recognized
in the current year under Other Income.
Statement of Cash flows: The Company estimates that the adoption of Ind AS 116 will result in decrease in Lease
Liabilities by ` 6.46 Lakhs & interest on financing of lease liabilities of ` 5.54 Lakhs shown under Cash Flow from financing
activities as interest & financial charges paid.
40. Approval of Financial Statements
The financial statements were approved by the board of directors on April 12th 2021.
104
ANNUAL REPORT 2020-21
105
LLOYDS METALS AND ENERGY LIMITED
that the land so acquired is to be held for sale and not for Responsibilities of Management and Those Charged with
use in the ordinary course of business. Governance for the Consolidated Financial Statements
As per the IND AS 2: Inventories, inventories are assets The Holding Company’s Board of Directors is responsible
held for sale in the ordinary course of business; in the for the preparation and presentation of these Consolidated
process of production for such sale; or in the form of Financial Statements in term of the requirements of the
materials or supplies to be consumed in the production Companies Act, 2013 that give a true and fair view of
process or in the rendering of services. the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Holding
Of the company’s ` 11,571 lakhs of inventory on hand Company including its Jointly controlled entity in accordance
as at 31st March, 2021, the company has classified with the accounting principles generally accepted in India,
the aforementioned land as inventory for trading in including the Indian Accounting Standards specified under
accordance with the principles of IND AS 2. section 133 of the Act. The respective Board of Directors of
Auditors Response: the companies included in Holding Company and its jointly
controlled entity are responsible for maintenance of adequate
Our audit procedures include, among others, assessing accounting records in accordance with the provisions of the
the appropriateness of the management’s judgment Act for safeguarding the assets of the Holding Company and its
in estimating the value and classification of inventory, jointly controlled entity and for preventing and detecting frauds
evaluating the completeness of transaction. and other irregularities; selection and application of appropriate
3. Evaluation of Contingent Liabilities: accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and
Refer Note 34 to the Consolidated Financial Statements maintenance of adequate internal financial controls, that were
operating effectively for ensuring accuracy and completeness
Claims against the company not acknowledged as debts
of the accounting records, relevant to the preparation and
is disclosed in the Consolidated Financial Statements.
presentation of the financial statements that give a true and
The existence of the payments against these claims
fair view and are free from material misstatement, whether
requires management judgment to ensure disclosure of
due to fraud or error, which have been used for the purpose of
most appropriate values of contingent liabilities.
preparation of the Consolidated Financial Statements by the
Auditors Response: Our audit procedures include, Directors of the Holding Company, as aforesaid.
among others, assessing the appropriateness of the
In preparing the Consolidated Financial Statements, the
management’s judgment in estimating the value of
respective Board of Directors of the companies included
claims against the company not acknowledged as debts
in the Holding Company and its jointly controlled entity are
as given in the Note 34.
responsible for assessing the ability of the Holding Company
Information Other than the Consolidated Financial and its jointly controlled entity to continue as a going concern,
Statements and Auditor’s Report Thereon disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
The Company’s Board of Directors is responsible for the management either intends to liquidate the Holding Company
preparation of the other information. The other information and its jointly controlled entity or to cease operations, or has
comprises the information included in the Management no realistic alternative but to do so.
Discussion and Analysis, Board’s Report including Annexure
to Board’s Report, Corporate Governance Report but does The respective Board of Directors of the companies included
not include the Consolidated Financial Statements and our in the Holding Company and its jointly controlled entity are
auditor’s report thereon. Our opinion on the Consolidated responsible for overseeing the financial reporting process of
Financial Statements does not cover the other information and the Holding Company and its jointly controlled entity.
we do not express any form of assurance conclusion thereon.
Auditor’s Responsibility for the Audit of the Consolidated
In connection with our audit of the Consolidated Financial Financial Statements
Statements, our responsibility is to read the other information
Our objectives are to obtain reasonable assurance about
and, in doing so, consider whether the other information
whether the Consolidated Financial Statements as a whole
is materially inconsistent with the Consolidated Financial
are free from material misstatement, whether due to fraud
Statements or our knowledge obtained during the course of
or error, and to issue an auditor’s report that includes our
our audit or otherwise appears to be materially misstated.
opinion. Reasonable assurance is a high level of assurance,
If, based on the work we have performed, we conclude that but is not a guarantee that an audit conducted in accordance
there is a material misstatement of this other information, we with SAs will always detect a material misstatement when it
are required to report that fact. We have nothing to report in exists. Misstatements can arise from fraud or error and are
this regard. considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Consolidated
Financial Statements.
106
ANNUAL REPORT 2020-21
As part of an audit in accordance with SAs, we exercise We communicate with those charged with governance of
professional judgment and maintain professional skepticism the Holding Company and such other entity included in the
throughout the audit. We also: Consolidated Financial Statements of which we are the
independent auditors regarding, among other matters, the
• Identify and assess the risks of material misstatement planned scope and timing of the audit and significant audit
of the Consolidated Financial Statements, whether due findings, including any significant deficiencies in internal
to fraud or error, design and perform audit procedures control that we identify during our audit.
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our We also provide those charged with governance with a
opinion. The risk of not detecting a material misstatement statement that we have complied with relevant ethical
resulting from fraud is higher than for one resulting from requirements regarding independence, and to communicate
error, as fraud may involve collusion, forgery, intentional with them all relationships and other matters that may
omissions, misrepresentations, or the override of internal reasonably be thought to bear on our independence, and
control. where applicable, related safeguards.
• Obtain an understanding of internal financial controls From the matters communicated with those charged with
relevant to the audit in order to design audit procedures governance, we determine those matters that were of
that are appropriate in the circumstances. Under most significance in the audit of the Consolidated Financial
section 143(3)(i) of the Act, we are also responsible for Statements of the current period and are therefore the key
expressing our opinion on whether the Company has audit matters. We describe these matters in our auditor’s
adequate internal financial controls system in place and report unless law or regulation precludes public disclosure
the operating effectiveness of such controls. about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
• Evaluate the appropriateness of accounting policies used our report because the adverse consequences of doing so
and the reasonableness of accounting estimates and would reasonably be expected to outweigh the public interest
related disclosures made by management. benefits of such communication.
• Conclude on the appropriateness of management’s use of Other Matters
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty We have conducted audit of financial statements of the Holding
exists related to events or conditions that may cast Company’s financial information. Its Jointly controlled entity
significant doubt on the ability of the Holding Company does not reflect any revenues and profit or loss from the initial
and its jointly controlled entity to continue as a going investment made in the co-venture since the jointly controlled
concern. If we conclude that a material uncertainty exists, entity has not entered into any business transactions for the
we are required to draw attention in our auditor’s report year then ended.
to the related disclosures in the Consolidated Financial
Statements or, if such disclosures are inadequate, to Report on Other Legal and Regulatory Requirements
modify our opinion. Our conclusions are based on the 1. As required by section 143(3) of the Act, we report that:
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause a. We have sought and obtained all the information and
the Company to cease to continue as a going concern. explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of
• Evaluate the overall presentation, structure and content the aforesaid Consolidated Financial Statements.
of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial b. In our opinion proper books of account as required
Statements represent the underlying transactions and by law relating to preparation of the aforesaid
events in a manner that achieves fair presentation. Consolidated Financial Statements have been kept
so far as it appears from our examination of those
• Obtain sufficient appropriate audit evidence regarding the books and the reports of the other auditors.
financial information of the entity or business activities
within the Holding Company and its jointly controlled c. The Consolidated Balance Sheet, the Consolidated
entity to express an opinion on the Consolidated Financial Statement of Profit and Loss, and the Consolidated
Statements. We are responsible for the direction, Cash Flow Statement dealt with by this Report are
supervision and performance of the audit of the financial in agreement with the relevant books of account
statements of such entity included in the Consolidated maintained for the purpose of preparation of the
Financial Statements of which we are the independent Consolidated Financial Statements;
auditors. For the other entity included in the Consolidated d. In our opinion, the aforesaid Consolidated Financial
Financial Statements, which have been audited by other Statements comply with the Indian Accounting
auditors, such other auditors remain responsible for the Standards (Ind AS) prescribed under Section 133
direction, supervision and performance of the audits of the Act, read with Rule 7 of the Companies
carried out by them. We remain solely responsible for our (Accounts) Rules, 2014 (As amended);
audit opinion.
107
LLOYDS METALS AND ENERGY LIMITED
e. On the basis of the written representations received Annexure – A to the Independent Auditors’ Report
from the directors of the Holding company and its
jointly controlled entity as on 31st March 2021 taken Report on the Internal Financial Controls under Clause
on record by the Board of Directors of the Holding (i) of Sub-section 3 of Section 143 of the Companies Act,
Company and its jointly controlled entity, none of the 2013 (“the Act”)
directors is disqualified as on 31st March, 2021 from Opinion
being appointed as a director in terms of Section
164 (2) of the Act; In conjunction with our audit of the Consolidated Financial
Statements of M/s. Lloyds Metals and Energy Limited
f. With respect to the adequacy of the internal financial (hereinafter referred to as “the Holding Company”) as of
controls over financial reporting of the Holding and for the year ended 31 March 2021, we have audited
Company and its jointly controlled entity and the the internal financial controls with reference to Consolidated
operating effectiveness of such controls, refer to Financial Statements of the Holding Company and such
our separate report in “Annexure A”. Our report company incorporated in India under the Companies Act,
expresses an unmodified opinion on the adequacy 2013 which is its jointly controlled entity, as of that date.
and operating effectiveness of the Holding Company
and its jointly controlled entity’s Internal Financial In our opinion, the Company has, in all material respects,
Controls over financial Reporting; and an adequate internal financial controls system over financial
reporting with reference to these Consolidated Financial
g. With respect to the other matters to be included in Statements and such internal financial controls over financial
the Auditor’s Report in accordance with Rule 11 of reporting were operating effectively as at 31st March 2021,
the Companies (Audit and Auditors) Rules, 2014, based on the internal control over financial reporting criteria
in our opinion and to the best of our information established by the Company considering the essential
and according to the explanations given to us (As components of internal control stated in the Guidance Note on
amended): Audit of Internal Financial Controls Over Financial Reporting
i. The Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.
disclose the impact of pending litigations on the Management’s Responsibility for Internal Financial
consolidated financial position of the Holding Controls
Company and its jointly controlled entity–
Refer Note 34 to the Consolidated Financial The respective Company’s management and the Board of
Statements. Directors are responsible for establishing and maintaining
internal financial controls with reference to Consolidated
ii. The Holding Company and its jointly controlled Financial Statements based on the internal control over
entity did not have any material foreseeable financial reporting criteria established by the respective
losses on long-term contracts including Company considering the essential components of internal
derivative contracts. control stated in the Guidance Note on Audit of Internal
iii. There were no amounts which were required Financial Controls over Financial Reporting (the “Guidance
to be transferred to the Investor Education and Note”) issued by the Institute of Chartered Accountants
Protection Fund by the Holding Company and of India (‘ICAI’). These responsibilities include the design,
its jointly controlled entity incorporated in India. implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring
For VSS & Associates the orderly and efficient conduct of its business, including
Chartered Accountants adherence to company’s policies, the safeguarding of its
ICAI Firm Reg. no.: 105787W assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
Sd/- and the timely preparation of reliable financial information, as
Sanjay Jain required under the Companies Act, 2013.
Partner
M.No.: 046565 Auditors’ Responsibility
UDIN: 21046565AAAAEH7195 Our responsibility is to express an opinion on the internal
financial controls with reference to Consolidated Financial
Dated: 12th April 2021 Statements based on our audit. We conducted our audit in
Place: Mumbai accordance with the Guidance Note and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under
section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal
108
ANNUAL REPORT 2020-21
financial controls over financial reporting was established and assets of the company; (2) provide reasonable assurance that
maintained and if such controls operated effectively in all transactions are recorded as necessary to permit preparation
material respects. of Financial Statements in accordance with generally accepted
accounting principles, and that receipts and expenditures
Our audit involves performing procedures to obtain audit of the company are being made only in accordance with
evidence about the adequacy of the internal financial authorizations of management and directors of the company;
controls system over financial reporting with reference to and (3)provide reasonable assurance regarding prevention
the Consolidated Financial Statements and their operating or timely detection of unauthorized acquisition, use, or
effectiveness. Our audit of internal financial controls over disposition of the company’s assets that could have a material
financial reporting with reference to Consolidated Financial effect on the Financial Statements.
Statements included obtaining an understanding of internal
financial controls over financial reporting with reference to Inherent Limitations of Internal Financial Controls Over
Consolidated Financial Statements, assessing the risk that Financial Reporting with Reference to Consolidated
a material weakness exists, and testing and evaluating the Financial Statements
design and operating effectiveness of internal control based Because of the inherent limitations of internal financial controls
on the assessed risk. The procedures selected depend on over financial reporting with reference to Consolidated
the auditor’s judgment, including the assessment of the Financial Statements, including the possibility of collusion
risks of material misstatement of the Consolidated Financial or improper management override of controls, material
Statements, whether due to fraud or error. misstatements due to error or fraud may occur and not be
We believe that the audit evidence we have obtained is detected. Also, projections of any evaluation of the internal
sufficient and appropriate to provide a basis for our audit financial controls over financial reporting with reference to
opinion on the internal financial controls system over financial Consolidated Financial Statements to future periods are
reporting with reference to these Consolidated Financial subject to the risk that the internal financial control over
Statements. financial reporting with reference to Consolidated Financial
Statements may become inadequate because of changes in
Meaning of Internal Financial Controls Over Financial conditions, or that the degree of compliance with the policies
Reporting or procedures may deteriorate.
A company’s internal financial control over financial reporting For VSS & Associates
with reference to Consolidated Financial Statements is a Chartered Accountants
process designed to provide reasonable assurance regarding ICAI Firm Reg. no.: 105787W
the reliability of financial reporting and the preparation of
Consolidated Financial Statements for external purposes in Sd/-
accordance with generally accepted accounting principles. A Sanjay Jain
company’s internal financial control over financial reporting Partner
with reference to Consolidated Financial Statements M.No.: 046565
includes those policies and procedures that (1) pertain to the UDIN: 21046565AAAAEH7195
maintenance of records that, in reasonable detail, accurately Dated: 12th April 2021
and fairly reflect the transactions and dispositions of the Place: Mumbai
109
LLOYDS METALS AND ENERGY LIMITED
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
110
ANNUAL REPORT 2020-21
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021
(` in Lakhs)
For the Year For the Year
Note
Particulars ended ended
No.
31st March, 2021 31st March, 2020
INCOME
I Revenue from Operations 19 25,340.67 37,173.85
II Other Income 20 1,990.25 2,562.31
III Total Income (I+II) 27,330.92 39,736.16
IV EXPENSES
(a) Cost of Materials Consumed 21 21,742.74 29,764.91
(b) Changes in Inventories of Finished goods, Stock-in-Trade
22 (1,445.01) (977.44)
and Work-in-progress
(c) Employee Benefit Expenses 23 1,469.31 2,271.09
(d) Finance Cost 24 1,682.22 1,610.38
(e) Depreciation 25 1,382.53 1,755.40
(f) Other Expenses 26 2,486.45 4,002.50
Total Expenses(IV) 27,318.24 38,426.84
V PROFIT /(LOSS) BEFORE EXCEPTIONAL ITEMS AND TAX 12.68 1,309.32
(III-IV)
VI Exceptional Items - -
VII PROFIT / (LOSS) BEFORE TAX (V-VI) 12.68 1,309.32
VIII Tax Expenses:
(1) Current Tax - -
(2) Deferred Tax 27 - (1,873.32)
IX PROFIT / (LOSS) FROM ORDINARY ACTIVITIES AFTER 12.68 3,182.64
TAX (VII-VIII)
X OTHER COMPREHENSIVE INCOME
(a) (i) Items that will be reclassified subsequently to the 52.33 (27.60)
statement of profit and loss
(ii) Income tax on items that will be reclassified - -
subsequently to the statement of profit and loss
(b) (i) Items that will not be reclassified subsequently to the - -
statement of profit and loss
(ii) Income tax on items that will not be reclassified - -
subsequently to the statement of profit and loss
TOTAL OTHER COMPREHENSIVE INCOME/(LOSSES) 52.33 (27.60)
XI TOTAL COMPREHENSIVE INCOME OF THE YEAR (IX+X) 65.01 3,155.04
XII EARNING PER EQUITY SHARES:
(1) Basic (in `) 0.01 1.42
(2) Diluted (in `) - -
See accompanying Notes 1 to 41 are integral part of these Financial Statements
As per our Report of Even Date
For VSS & ASSOCIATES For and on behalf of the Board of Directors of
Chartered Accountants Lloyds Metals And Energy Limited
Firm Registration No 105787W
Sd/- Sd/- Sd/-
Sanjay Jain Babulal Agarwal Mukesh R. Gupta
Partner Managing Director Chairman
Membership No 46565 DIN: 00029389 DIN: 00028347
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
111
LLOYDS METALS AND ENERGY LIMITED
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021
(` in Lakhs)
For the Year ended For the Year ended
Particulars
31st March, 2021 31st March, 2020
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) Before Tax 12.68 1,309.32
Adjustments for:
Depreciation 1,382.53 1,755.40
Other comprehensive Income 52.33 (27.60)
SBP Reserve 111.90 356.33
Loss on disposal of Property, Plant and equipment 0.07 -
Interest/Dividend Income (49.52) (45.07)
Interest & Financial Charges 704.71 1,043.90
Operating Profit Before Working Capital Changes 2,214.70 4,392.28
Change in operating assets and liabilities
(Increase)/Decrease in Trade and other Receivables 97.63 1,521.22
(Increase)/Decrease in Financial Assets 65.98 (660.30)
(Increase)/Decrease in Other Current Assets (2,795.24) 175.64
(Increase)/Decrease in Inventories (1,599.71) (1,047.59)
(Increase)/Decrease in Other Non Current Assets (7.78) (2.10)
(Increase)/Decrease in Prepayments (44.08) (2.72)
Increase/(Decrease) in Borrowings (829.45) 1,531.72
Increase/(Decrease) in Trade Payable (2,587.16) (291.84)
Increase/(Decrease) in Other Financial Liabilities 4,323.94 1,077.79
Increase/(Decrease) in Lease Liabilities (39.32) (34.22)
Increase/(Decrease) in Other Current Liabilities (529.44) 736.76
Increase/(Decrease) in Non Current Liabilities 646.97 (2,924.38)
Increase/(Decrease) in Provisions (403.12) 674.20
Cash Generated from Operations (1,486.08) 5,146.47
Direct Taxes (Paid)/ Net of Refunds (7.97) 10.06
Net cash inflow (outflow) from operating activities (1,494.05) 5,156.53
B CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of Property, Plant & Equipment (1,892.69) (2,986.47)
(Increase)/Decrease on FDR (86.42) 147.97
(Increase)/Decrease on Investment in Joint Venture (0.40) -
Sale of Property, Plant & Equipment (43.57) -
Interest/Dividend Received 39.13 30.85
(Increase)/Decrease in Capital WIP (4,234.41) (616.92)
Net cash inflow (outflow) from investing activities (6,218.36) (3,424.57)
C CASH FLOW FROM FINANCING ACTIVITIES :
Interest & Financial Charges Paid (773.93) (1,016.85)
Proceeds from issue of Shares under ESOP 265.71 103.83
Proceeds from issue of Shares warrant money 1,562.55 -
Proceeds from Share Premium 1,980.84 -
Proceeds From Borrowing 4,327.98 1,957.66
(Repayment) of Borrowing (793.17) (1,614.02)
Net cash inflow /(outflow) from financing activities 6,569.98 (569.38)
Net Increase /(Decrease) in Cash & Cash Equivalents (A+B+C) (1,142.43) 1,162.57
Cash & Cash Equivalents as at the beginning of Period 1,182.33 19.76
Cash & Cash Equivalents as at the end of Period 39.90 1,182.33
Net Increase / (Decrease) in Cash & Cash Equivalents (1,142.43) 1,162.57
Components of Cash and Cash equivalents
(a) Cash on Hand 23.51 23.47
(b) Balance with Schedule Bank in : Current account 16.39 1,158.86
Total cash and Cash Equivalents 39.90 1,182.33
Notes :
1 Cash Flow Statement has been prepared following the indirect method as set out in Ind AS -7 specified under Section 133 of the Companies Act, 2013 except in case
of interest paid / received, purchase and sale of Investments which have been considered on the basis of actual movements of cash with necessary adjustments in
the corresponding assets and liabilities.
2 Cash and Cash Equivalents represent Cash & Bank balances.
See accompanying notes 1 to 41 are integral part of these Financial Statements
As per our Report of Even Date
For VSS & ASSOCIATES For and on behalf of the Board of Directors of
Chartered Accountants Lloyds Metals And Energy Limited
Firm Registration No 105787W
Sd/- Sd/- Sd/-
Sanjay Jain Babulal Agarwal Mukesh R. Gupta
Partner Managing Director Chairman
Membership No 46565 DIN: 00029389 DIN: 00028347
Sd/- Sd/-
Riyaz Shaikh Sneha Yezarkar
Place : Mumbai Chief Financial Officer Company Secretary
Date : 12th April 2021 Membership No.-ACS-43338
112
ANNUAL REPORT 2020-21
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021
A. Equity Share Capital
(` in Lakhs)
113
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
1. Background operates (‘the functional currency’). The
Lloyds Metals and Energy Limited was incorporated in financial statements are presented in Indian
1977 having it’s registered office at Plot No A 1-2, MIDC National rupee (`), which is the Company’s
Area Ghugus Chandrapur - 442505, Maharashtra State. functional and presentation currency.
The Company is into the business of manufacturing of ii) Transactions and balances: Foreign currency
Sponge Iron, Power generation and mining activities. transactions are translated into the functional
2. Significant Accounting Policies currency using the exchange rates at the dates
of the transactions. Exchange differences
This note provides a list of the significant accounting arising from foreign currency fluctuations are
policies adopted in the preparation of these financial dealt with on the date of payment/receipt.
statements. These policies have been consistently Assets and Liabilities related to foreign
applied to all the years presented, unless otherwise currency transactions remaining unsettled at
stated. the end of the period/year are translated at the
a) Basis of preparation period/ year end rate. The exchange difference
is credited / charged to Profit & Loss Account in
i) These financial statements are prepared in
case of revenue items and capital items.
accordance with Indian Accounting Standards
(Ind AS), under the historical cost convention Forward exchange contracts entered into,
on the accrual basis except for certain financial to hedge foreign currency risk of an existing
instruments which are measured at fair values, asset/ liability. The premium or discount arising
the provisions of the Companies Act, 2013 (“the at the inception of forward exchange contract
Act”) (to the extent notified) and guidelines is amortized and recognized as an expense/
issued by the Securities and Exchange Board income over the life of the contract. Exchange
of India (SEBI). The Ind AS are prescribed differences on such contracts, except the
under Section 133 of the Act read with Rule 3 of contracts which are long-term foreign currency
the Companies (Indian Accounting Standards) monetary items, are recognized in the
Rules, 2015 and relevant amendment rules statement of profit and loss in the period in
issued thereafter. Accounting policies have which the exchange rates change. Any profit or
been consistently applied except where a loss arising on cancellation or renewal of such
newly-issued accounting standard is initially forward exchange contract is also recognized
adopted or a revision to an existing accounting as income or as expense for the period.
standard requires a change in the accounting
d) Revenue Recognition
policy hitherto in use. As the year-end figures
are taken from the source and rounded to Revenue from Sales of Goods & Services
the nearest digits, the figures reported for the
The company recognizes revenue in accordance
previous quarters might not always add up to
with Ind- AS 115. Revenue is recognized when a
the year-end figures reported in this statement.
customer obtains control of goods or services and
ii) Historical cost convention the financial thus has the ability to direct the use and obtained
statements have been prepared on a historical the benefits of the goods or services. Any advance
cost basis, except for the following: received against supply of the goods and services
• Certain financial assets and liabilities that is recognized under the head current liabilities, sub
are measured at fair value; head trade and other payable.
• Defined benefit plans – plan assets Under Ind AS 115, revenue is recognized at an
measured at fair value; amount that reflects the consideration to which
an entity expects to be entitled in exchange for
b) Segment reporting transferring goods or services to a customer. The
Operating segments are reported in a manner new revenue standard will supersede all current
consistent with the internal reporting provided to the revenue recognition requirements under Ind AS.
chief operating decision maker. The Company has
Interest income
identified Managing Director and Chief Financial
Officer as chief operating decision maker. Refer Interest income from a financial asset is recognized
Note 37 for segment information presented. when it is probable that the economic benefits will
flow to the Company and the amount of income can
c) Foreign currency transaction
be measured reliably. Interest income is accrued on
i) Functional and presentation currency: Items a time basis, by reference to the principal outstanding
included in the financial statements are and at the effective interest rate applicable, which is
measured using the currency of the primary the rate that exactly discounts estimated future cash
economic environment in which the entity receipts through the expected life of the financial
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
asset to that asset’s net carrying amount on initial than a business combination that at the time of
recognition. the transaction affects neither accounting nor
e) Government grants taxable profit or loss.
Government grants are not recognised until there is Deferred tax assets are recognised only to the
reasonable assurance that the Company will comply extent that it is probable that future taxable profit
with the conditions attached to them and that the will be available against which the temporary
grants will be received. differences can be utilized. However, if these
are unabsorbed depreciation, carry forward
Government grants relating to income are deferred losses and items relating to capital losses,
and recognized in the profit or loss over the period deferred tax assets are recognised when
necessary to match them with the costs they are there is reasonable certainty that there will
intended to compensate and presented within other be sufficient future taxable income available
income. to realize the assets. Deferred tax assets in
Government grants relating to the purchase of respect of unutilized tax credits which mainly
property, plant and equipment are included in relate to minimum alternate tax are recognised
non-current liabilities as deferred income and are to the extent it is probable that such unutilized
credited to profit and loss on a straight line basis tax credits will get realized.
over the expected lives of the related assets and The unrecognized deferred tax assets/carrying
presented within other income. amount of deferred tax assets are reviewed
The benefit of a government loan at a below-market at each reporting date for recoverability and
rate of interest is treated as a government grant, adjusted appropriately.
measured as the difference between proceeds Deferred tax is determined using tax rates (and
received and the fair value of the loan based on laws) that have been enacted or substantively
prevailing market interest rates. enacted by the reporting date and are expected
f) Taxes to apply when the related deferred income tax
asset is realized or the deferred income tax
Income tax expenses comprise current tax expense
liability is settled.
and the net changes in the deferred tax asset or
inability during the year. Current & deferred taxes Income tax assets and liabilities are off-set
are recognized in the statement of Profit & Loss, against each other and the resultant net amount
except when they relate to items that are recognized is presented in the balance sheet, if and only
in other comprehensive income or directly in equity, when, (a) the Company currently has a right
in which case, the current & deferred tax are also to set-off the current income tax assets and
recognized in other comprehensive income or liabilities, and (b) when it relate to income tax
directly in equity, respectively. levied by the same taxation authority and where
there is an intention to settle the current income
1) Current income tax
tax balances on net basis. Ref. Note No.38
Income tax expense is the aggregate amount
g) Leases
of Current tax. Current tax is the amount of
income tax determined to be payable in respect The Leases of property, plant and equipment where
of taxable income for an accounting period the Company, as lessee, has substantially all the
or computed on the basis of the provisions of risks and rewards of ownership are classified as
Section 115JB of Income Tax Act, 1961 by finance leases. Finance leases are capitalized
way of minimum alternate tax at the prescribed at the lease’s inception at the fair value of the
percentage on the adjusted book profits of leased property or, if lower, the present value of
a year, when Income Tax Liability under the the minimum lease payments. The corresponding
normal method of tax payable basis works out rental obligations, net of finance charges, are
either a lower amount or nil amount compared included in borrowings or other financial liabilities as
to the tax liability u/s 115JA. appropriate.
2) Deferred Tax Each lease payment is allocated between the liability
and finance cost. The finance cost is charged to the
Deferred tax is recognised, using the liability
profit or loss over the lease period so as to produce
method, on temporary differences arising
a constant periodic rate of interest on the remaining
between the tax bases of assets and liabilities
balance of the liability for each period.
and their carrying values in the financial
statements. However, deferred tax are not Leases in which a significant portion of the risks
recognised if it arises from initial recognition and rewards of ownership are not transferred to
of an asset or liability in a transaction other the Company as lessee are classified as operating
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LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
leases. Payments made under operating leases are i) Inventories
charged to Statement of profit and loss on a straight The general practice adopted by the company for
line basis over the period of the lease unless the valuation of inventory is as under:-
payments are structured to increase in line with
expected general inflation to compensate for the i) Raw Materials *At lower of cost and net realizable
lessor’s expected inflationary cost increases. value.
ii) Storesandspares At cost
In March 2019, the Ministry of Corporate Affairs
issued the Companies (Indian Accounting iii) Workn -i-process/ Atmaterialcostpluslabourandother
semi-finished appropriate portion of production
Standards) (Amendments) Rules, 2019, notifying goods andadministrativeoverheadsand
Ind AS 116 - ‘Leases’. This standard is effective depreciation
from 1st April, 2019. The Standard sets out the iv)FinishedGoods/ At lower of cost and market value.
principles for the recognition, measurement, Traded Goods
presentation and disclosure of leases for both v) Fn
isihedGoodsat At net realizable value.
parties to a contract i.e., the lessee and the lessor. theendoftrialrun
Ind AS 116 introduces a single lessee accounting
vi) Scrap material At net realizable value.
model and requires a lessee to recognize assets
and liabilities for all leases with a term of more than vii) Tools and Atlowerofcostanddisposablevalue.
twelve months, unless the underlying asset is of equipments
low value. Ind AS 116 - Leases amends the rules *Material and other supplies held for use in the
for the lessee’s accounting treatment of operating production of the inventories are not written down
leases. According to the standard all operating below cost if the finished goods in which they will
leases (with a few exceptions) must therefore be be incorporated are expected to be sold at or
recognized in the balance sheet as lease assets above cost.
and corresponding lease liabilities. The lease
Costs of inventories are determined on weighted
expenses, which were recognised as a single
average basis. Net realisable value represents
amount (operating expenses), will consist of two
the estimated selling price for inventories less all
elements: depreciation and interest expenses. The
estimated costs of completion and costs necessary
standard has become effective from 2019 and the
Company has assessed the impact of application of to make the sale.
Ind AS 116 on Company’s financial statements and j) Cash and cash equivalents
provided necessary treatments and disclosures as For the purpose of presentation in the statement
required by the standard.(Refer Note No 39). of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial
h) Impairment of assets
institutions, other short-term, highly liquid
At the end of each reporting year, the company investments with original maturities of three months
reviews the carrying amounts of its tangible assets or less that are readily convertible to known amounts
and intangible assets to determine whether there is of cash and which are subject to an insignificant risk
any indication that those assets have suffered an of changes in value.
impairment loss. If any such indication exists, the k) Trade receivables
recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any). Trade receivables are recognized initially at fair
value and subsequently measured at amortized cost
Property plant and equipment are reviewed using effective interest method, less provision for
for impairment whenever events or changes in impairment.
circumstances indicate that the carrying amount
l) Investments and other financial assets
of an asset may not be recoverable. Recoverable
amount of assets to be held and used is the higher i. Classification
of fair value less cost of disposal or value in use as The Company classifies its financial assets in
envisaged in Ind-AS 36. If such assets are considered the following measurement categories:
to be impaired, the impairment to be recognized
• those to be measured subsequently at fair
is measured by the amount by which the carrying
value (either through other comprehensive
amount of the asset exceeds the recoverable value
income, or through profit or loss), and
of the asset. Impairment loss is recognized in the
statement of profit and loss except for properties • those measured at amortized cost.
previously revalued with revaluation taken to The classification depends on the entity’s
other comprehensive income. For such properties business model for managing the financial
impairment loss is recognized in other comprehensive assets and the contractual terms of the cash
income up to the amount of any previous revaluation. flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
For assets measured at fair value, gains and gain or loss previously recognized in OCI is
losses will either be recorded in Statement of reclassified from equity to profit or loss and
profit or loss or other comprehensive income. recognized in other gains/(losses). Interest
For investments in debt instruments, this will income from these financial assets is included
depend on the business model in which the in other income using the effective interest rate
investment is held. For investments in equity method.
instruments, this will depend on whether the Fair value through profit or loss: Assets that
Company has made an irrevocable election do not meet the criteria for amortized cost or
at the time of initial recognition to account for FVOCI are measured at fair value through profit
equity investment at fair value through other or loss. A gain or loss on debt investment that
comprehensive income. is subsequently measured at fair value through
The Company reclassifies debt investments profit or loss is recognized in profit or loss and
when and only when its business model for presented net in the statement of profit and loss
managing those assets changes. in the period in which it arises. Interest income
ii. Measurement from these financial assets is included in other
income.
At initial recognition, the company measures a
financial asset at its fair value plus, in the case Equity instruments:
of a financial asset not at fair value through The Company subsequently measures all equity
profit or loss, transaction costs that are directly investments at fair value. Where the company’s
attributable to the acquisition of the financial management has elected to present fair value
asset. Transaction costs of financial assets gains and losses on equity investments in other
carried at fair value through profit or loss are comprehensive income, there is no subsequent
expensed in profit or loss. reclassification of fair value gains and losses to
Debt instruments: profit or loss. Dividends from such investments
are recognized in profit or loss as other income
Subsequent measurement of debt instruments when the Company’s right to receive payments
depends on the Company’s business model is established.
for managing the asset and the cash flow
characteristics of the asset. There are three Changes in the fair value of financial assets at
measurement categories into which the fair value through profit or loss are recognized
Company classifies its debt instruments: in the other income. Impairment losses (and
reversal of impairment losses) on equity
Amortized cost: Assets that are held for investments measured at FVOCI are not
collection of contractual cash flows where reported separately from other changes in fair
those cash flows represent solely payments value.
of principal and interest are measured at
amortized cost. A gain or loss on a debt iii. Impairment of financial assets
investment that is subsequently measured at The Company assesses on a forward looking
amortized cost and is not part of a hedging basis the expected credit losses associated with
relationship is recognized in profit or loss when its assets carried at amortized cost and FVOCI
the asset is derecognized or impaired. Interest debt instruments. The impairment methodology
income from these financial assets is included applied depends on whether there has been a
in finance income using the effective interest significant increase in credit risk. Ref Note 30
rate method. details how the Company determines whether
Fair value through other comprehensive there has been a significant increase in credit
income (FVOCI): Assets that are held for risk.
collection of contractual cash flows and for For trade receivables only, the Company
selling the financial assets, where the assets’ applies the simplified approach permitted by Ind
cash flows represent solely payments of AS 109 Financial Instruments, which requires
principal and interest, are measured at fair value expected lifetime losses to be recognized from
through other comprehensive income (FVOCI). initial recognition of the receivables.
Movements in the carrying amount are taken iv. De-recognition of financial assets
through OCI, except for the recognition of
impairment gains or losses, interest revenue Financial asset is derecognized only when:
and foreign exchange gains and losses which • The Company has transferred the rights to
are recognized in profit and loss. When the receive cash flow from the financial asset
financial asset is derecognized, the cumulative or
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LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
• retains the contractual rights to receive if any in accordance with Ind-AS 16. The Company
the cash flows of the financial assets, but reviews the fair value with sufficient frequency to
assumes a contractual obligation to pay ensure that the carrying amount does not differ
cash flows to one or more recipients. materially from its fair value.
Where the entity has transferred an asset, the Cost excludes Input credit under GST and such
Company evaluates whether it has transferred other taxes which can utilize against GST liabilities.
substantially all risks and rewards of ownership Depreciation on assets is claimed on such ‘reduced’
of the financial asset. In such cases, the cost. All items of repairs and maintenance are
financial asset is derecognized. Where the recognized in the statement of profit and loss,
entity has not transferred substantially all risks except those meet the recognition principle as
and rewards of ownership of the financial asset defined in Ind-AS 16 Any revaluation of an asset
is not derecognized. is recognized in other comprehensive income and
shown as revaluation reserves in other equity
Where the entity has neither transferred a
financial asset nor retains substantially all Transition to Ind AS
risks and rewards of ownership of the financial
On transition to Ind AS, the Company has elected
asset, the financial asset is derecognized if
to continue with the carrying value of all its property,
the Company has not retained control of the
plant and equipment recognized as at 1 April 2016
financial asset. Where the Company retains
measured as per the previous GAAP and use that
control of the financial asset, the asset is
carrying value as the deemed cost of the property,
continued to be recognized to the extent of
plant and equipment.
continuing involvement in the financial asset.
Depreciation/Amortisation methods, estimated
m) Cost recognition
useful lives and residual value.
Costs and expenses are recognized when incurred
Depreciation is calculated using the straight-line
and have been classified according to their nature.
basis at the rates arrived at based on the useful lives
The costs of the Company are broadly categorized
prescribed in Schedule II of the Companies Act,
in to material consumption, cost of trading goods,
2013. The company follows the policy of charging
employee benefit expenses, depreciation and
depreciation on pro-rata basis on the assets
amortization, other operating expenses and finance
acquired or disposed off during the year. Leasehold
cost. Employee benefit expenses include employee
assets are amortized over the period of lease.
compensation, gratuity, leave encashment,
contribution to various funds and staff welfare The residual values are not more than 5% of the
expenses. Other expenses broadly comprise original cost of the asset. The assets’ residual
manufacturing expenses, administrative expenses values and useful lives are reviewed, and adjusted if
and selling and distribution expenses. appropriate, at the end of each reporting period. An
asset’s carrying amount is written down immediately
n) Derivatives
to its recoverable amount if the asset’s carrying
The derivative contracts to hedge risks which are amount is greater than its estimated recoverable
not designated as hedges are accounted at fair amount. Gains or losses on disposal are determined
value through profit or loss and are included in profit by comparing proceeds with carrying amount.
and loss account.
q) Intangible assets
o) Offsetting financial instruments
i) Recognition
Financial assets and liabilities are offset and the net
Intangible assets are recognized only when
amount is reported in the balance sheet where there
future economic benefits arising out of the
is a legally enforceable right to offset the recognized
assets flow to the enterprise and are amortized
amounts and there is an intention to settle on a
over their useful life. Intangible assets
net basis or realize the asset and settle the liability
purchased are measured at cost or fair value
simultaneously. The legally enforceable right must
as of the date of acquisition, as applicable, less
not be contingent on future events and must be
accumulated amortization and accumulated
enforceable in the normal course of business and in
impairment, if any.
the event of default, insolvency or bankruptcy of the
Company or the counterparty. ii) Amortization methods and periods
p) Property, plant and equipment The Company amortizes intangible assets on
a straight line method over their estimated
Property, plant and equipment are carried at cost
useful life not exceeding 5 years. Software is
less accumulated depreciation and impairment loss,
amortized over a period of three years.
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ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
iii) Transition to Ind AS that necessarily take a substantial period of time to
get ready for their intended use or sale.
On transition to Ind AS, the company has
elected to continue with the carrying value of Investment income earned on the temporary
all of intangible assets recognized as at 1 April investment of specific borrowings pending their
2016 measured as per the previous GAAP and expenditure on qualifying assets is deducted from
use that carrying value as the deemed cost of the borrowing cost eligible for capitalization. Any
intangible assets related foreign currency fluctuations on account of
qualifying asset under construction is capitalized
r) Trade and other payables
and added to the cost of asset concerned. Other
These amounts represent liabilities for goods and borrowing costs are expensed as incurred.
services provided to the company prior to the end
u) Employee benefits
of financial year which are unpaid. The amounts
are unsecured are presented as current liabilities i) Short-term obligations
unless payment is not due within 12 months after Liabilities for wages and salaries, including
the reporting period. They are recognized initially non-monetary benefits that are expected to
at their fair value and subsequently measured at be settled wholly within 12 months after the
amortized cost using the effective interest method. end of the period in which the employees
s) Borrowings render the related service are recognized in
respect of employees’ services up to the end
Borrowings are initially recognized at fair value,
of the reporting period and are measured at the
net of transaction cost incurred. Borrowings are
amounts expected to be paid when the liabilities
subsequently measured at amortized cost. Any
are settled. The liabilities are presented as
difference between the proceeds (net of transaction
current employee benefit obligations in the
costs) and the redemption amount is recognized
balance sheet.
in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on ii) Other long-term employee benefit
the establishment of loan facilities are recognized obligations
as transaction costs of the loan to the extent that it is The liabilities for earned leave are not expected
probable that some or all of the facility will be drawn to be settled wholly within 12 months after
down. In this case, the fee is deferred until the draw the end of the period in which the employees
down occurs. To the extent there is no evidence render the related service. They are therefore
that it is probable that some or all the facility will be measured at the present value of expected
drawn down, the fee is capitalized as a prepayment future payments to be made in respect of
for liquidity services and amortized over the period services provided by employees up to the end
of the facility to which it relates. of the reporting period using the projected unit
Borrowings are removed from the balance sheet credit method. The benefits are discounted
when the obligation specified in the contract is using the market yields at the end of the
discharged, cancelled or expired. The difference reporting period that have terms approximating
between the carrying amount of a financial liability to the terms of the related obligations.
that has been extinguished or transferred to another Remeasurements as a result of the experience
party and the consideration paid, including any non- adjustments and changes in actuarial
cash assets transferred or liabilities assumed, is assumptions are recognized in profit or loss.
recognized in profit or loss.
The obligations are presented as current
Where the terms of a financial liability are liabilities in the balance sheet if the entity
renegotiated and the entity issues equity instruments does not have an unconditional right to defer
to a creditor to extinguish all or part of the liability settlement for at least twelve months after the
(debt for equity swap), a gain or loss is recognized reporting period, regardless of when the actual
in profit or loss, which is measured as the difference settlement is expected to occur.
between the carrying amount of the financial liability
iii) Post-employment obligations
and the fair value of the equity instrument issued.
The Company operates the following post-
t) Borrowing costs employment schemes:
General and specific borrowing costs that are (a) Defined benefit plans such as gratuity; and
directly attributable to the acquisition, construction
or production of a qualifying asset as defined in Ind- (b) Defined contribution plans such as
AS 23 are capitalized during the period of time that provident fund and superannuation fund.
is required to complete and prepare the asset for its (c) Defined benefit plans such as Leave
intended use or sale. Qualifying assets are assets encashment.
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LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Gratuity & Leave Encashment obligations v) Bonus plans
The liability or assets recognized in the balance The Company recognizes a liability and
sheet in respect of gratuity plans is the present an expense for bonuses. The Company
value of the defined benefit obligation at the recognizes a provision where contractually
end of the reporting period less the fair value obliged or where there is a past practice that
of plan assets. The defined benefit obligation has created a constructive obligation.
is calculated annually by actuaries using the v) Contributed equity
projected unit credit method.
Equity shares are classified as equity. Incremental
The present value of the defined benefit obligation costs directly attributable to the issue of new shares
is determined by discounting the estimated future or options are shown in equity as a deduction, net of
cash outflows by reference to market yields at tax, from the proceeds.
the end of the reporting period on government
bonds that have terms approximating to the w) Dividends
terms of the related obligation. Provision is made for the amount of any dividend
The net interest cost is calculated by applying declared, being appropriately authorized and no
the discount rate to the net balance of the longer at the discretion of the entity, on or before the
defined benefit obligation and the fair value of end of the reporting period but not distributed at the
plan assets. This cost is included in employee end of the reporting period.
benefit expense in the statement of profit and x) Earnings per share
loss.
i) Basic earnings per share: Basic earnings per
Remeasurement gains and losses arising share are calculated by dividing:
from experience adjustments and changes in
• The profit attributable to owners of the
actuarial assumptions are recognized in the
company.
period in which they occur, directly in other
comprehensive income. They are included in • By the weighted average number of equity
retained earnings in the statement of changes shares outstanding during the financial
in equity and in the balance sheet. year.
Changes in the present value of the defined ii) Diluted earnings per share: diluted earnings
benefit obligation resulting from plan per share adjust the figures used in the
amendments or curtailments are recognized determination of basic earnings per share to
immediately in profit or loss. take into account:
Defined contribution plans • The after income tax effect of interest
and other financing costs associated with
The company pays provident fund contributions
dilutive potential equity shares, and
to publicly administered funds as per local
regulations. The Company has no further • The weighted average number of
payment obligations once the contributions additional equity shares that would have
have been paid. The contributions are been outstanding assuming the conversion
accounted for as defined contribution plans and of all dilutive potential equity shares.
the contributions are recognized as employee y) Custom duty and its benefits
benefit expense when they are due.
Customs Duty payable on imported raw materials,
iv) Equity settled share-based payments components and stores and spares is recognized to
Equity-settled share based payments to the extent assessed by the customs department.
employee are measured at the fair value (i.e. Customs duty entitlement eligible under pass book
excess of fair value over the exercise price of scheme / DEPB is accounted on accrual basis.
the option) of the Employee Stock Options Plan Accordingly, import duty benefits against exports
at the grant date. The fair value of option at effected during the year are accounted on estimate
the grant date is calculated by Black- Scholes basis as incentive till the end of the year in respect
model. In case the options are granted to of duty free imports of raw material yet to be made.
employees of the company, the fair value
determined at the grant date is expensed on z) The Treatment of expenditure during
a straight line basic over the vesting period, construction period
based on the Company’s estimate of options All expenditure and interest cost during the project
that will eventually vest, with a corresponding construction period, are accumulated and shown as
increase in equity. Capital Work-in- Progress until the project/assets
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ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
commences commercial production. Assets under These are reviewed at each balance sheet date
construction are not depreciated. Expenditure/ adjusted to reflect the current best estimates.
Income arising out of trial run is part of pre-operative Contingent liabilities are not recognized in the
expenses included in Capital Work-in-Progress. financial statements. A contingent asset is neither
(aa) Fair value measurement recognized nor disclosed in financial statements.
The Company reviews the fair value of Land with (af) Provision for doubtful debts
sufficient frequency to ensure that the carrying The management reviews on a periodical basis the
amount does not differ materially from its fair value. outstanding debtors with a view to determine as to
Fair value is the price that would be received to sell whether the debtors are good, bad or doubtful after
an asset or paid to transfer a liability in an orderly taking into consideration all the relevant aspects. On
transaction between market participants at the the basis of such review and in pursuance of other
measurement date. The Company uses valuation prudent financial considerations the management
techniques that are appropriate in circumstances determines the extent of provision to be made in the
and for which sufficient data is available to measure accounts.
fair value, maximizing the use of relevant absorbable
inputs and minimizing the use of un-absorbable (ag) Rounding of amounts
inputs. External valuers are appointed for valuing All amounts disclosed in the financial statements
land. The selection criteria for these valuers include and notes have been rounded off to the nearest
market knowledge, reputation, independence and lakhs as per the requirement of Schedule III, unless
whether professional standards are maintained. otherwise stated.
(ab) Amortization of expenses 3. Critical estimates and Judgments
Equity Issue expenses: Expenditure incurred in
The preparation of these financial statements in
equity issue is being treated as Deferred and
conformity with the recognition and measurement
Revenue Expenditure to be amortized over a period
principles of Ind AS requires the management of the
of 10 years;
Company to make estimates and assumptions that affect
Debenture Issue Expenses: Debenture Issue the reported balances of assets and liabilities, disclosures
expenditure is amortized over the period of 10 years. relating to contingent liabilities as at the date of the
Deferred Revenue Expenses: Deferred Revenue financial statements and the reported amounts of income
expenses are amortized over a period of 5 years. and expense for the periods presented. Estimates and
underlying assumptions are reviewed on an ongoing
(ac) Research and development expenses
basis. Revisions to accounting estimates are recognized
Research and Development costs (other than cost in the period in which the estimates are revised and
of fixed assets acquired) are expensed in the year in future periods are affected. Key sources of estimation of
which they are incurred. uncertainty at the date of the financial statements, which
(ad) Investment in Associates: may cause a material adjustment to the carrying amounts
Investments in associates are recognized at of assets and liabilities within the next financial year, is
cost. The company provides for any permanent in respect of impairment of investments, useful lives of
diminution, if any, in value of such investment. property, plant and equipment, valuation of deferred tax
assets, provisions and contingent liabilities.
(ae) Accounting for Provisions, Contingent Liabilities
& Contingent Assets Impairment of Investments
In conformity with Ind-AS 37, ‘Provisions, Contingent The Company reviews its carrying value of investments
Liabilities and Contingent Assets’, issued by the carried at amortized cost annually, or more frequently
ICAI. A provision is recognized when the Company when there is indication for impairment. If the recoverable
has a present obligation as a result of past even amount is less than its carrying amount, the impairment
and it is probable than an outflow of resources will loss is accounted for.
be required to settle the obligation, in respect of Useful lives of property, plant and equipment
which a reliable estimate can be made. Provisions
(excluding retirement benefits and compensated The Company reviews the useful life of property, plant
absences) are not discounted to its present value and equipment at the end of each reporting period. This
and are determined based on best estimate required reassessment may result in change in depreciation
to settle the obligation at the balance sheet date. expense in future periods.
121
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 4 : Property, Plant and Equipment
(` in Lakhs)
Gross carrying amount Accumulated depreciation/amortisation Net carrying amount
As at 1st Additions Deletions As at 31st As at 1st For the On As at 31st As at 31st As at 31st
Particulars
April, March April, Year disposals March March March
2020 2021 2020 2021 2021 2020
Owned Assets
Land 1,050.96 - - 1,050.96 - - - - 1,050.96 1,050.96
FactoryBuilding&Site 2,694.42 126.61 - 2,821.03 1,204.82 96.43 - 1,301.25 1,519.78 1,489.60
Development
Residential Building: 784.09 - - 784.09 435.87 41.24 - 477.11 306.98 348.22
Housing Complex
Mining Road 498.74 - - 498.74 71.20 94.81 - 166.01 332.73 427.54
Plant and Machinery 43,904.27 109.56 - 44,013.83 25,350.25 551.83 - 25,902.08 18,111.75 18,554.02
Plant and Machinery- 19,997.21 - - 19,997.21 5,564.48 463.80 - 6,028.28 13,968.93 14,432.73
Power
Furniture & Fixture 208.77 90.50 - 299.27 110.71 17.30 - 128.01 171.26 98.06
Motor Vehicles 578.14 - - 578.14 108.83 67.03 - 175.86 402.28 469.31
Office Equipments 134.92 1.61 0.58 135.95 84.04 3.84 0.42 87.46 48.49 50.88
Computers 144.99 2.52 - 147.51 140.33 2.59 - 142.92 4.59 4.66
Assets Taken on Lease
Leasehold Land 168.60 2.28 - 170.88 - - - - 170.88 168.60
Total - Property, Plant 70,165.11 333.08 0.58 70,497.61 33,070.53 1,338.87 0.42 34,408.98 36,088.63 37,094.58
and Equipment
Refer Note 36 for charge created on Property, Plant and Equipments.
Note 5 (i) : Investments- Non Current (` in Lakhs) Note 6 : Deferred Tax Asset (` in Lakhs)
As at 31st As at 31st As at 31st As at 31st
Particulars Particulars
March, 2021 March, 2020 March, 2021 March, 2020
Investments in Equity Instruments Deferred Tax Asset
(unquoted - fully paid up) Deferred Tax Asset (Ref. Note No.38) 1,873.32 1,873.32
i) Shine Trade & Properties Developers Total - Deferred Tax Asset 1,873.32 1,873.32
Private Limited (Previously known as Note 7 : Other Non-Current Assets (` in Lakhs)
Gadchiroli Metals & Minerals Ltd.)
19,000 Equity Shares of ` 10/- Each 1.90 1.90 As at 31st As at 31st
Particulars
(PreviousYear19,000EquitySharesof March, 2021 March, 2020
` 10 Each) Advances other than capital advances
ii) Vimala Infrastructure Private Limited 1.25 1.25 Deposits with MSEB & Others 72.67 64.89
12,500 Equity Shares of ` 10/- Each Total Other Non Current Assets 72.67 64.89
(PreviousYear12,500EquitySharesof Note 8 : Inventories (` in Lakhs)
` 10 Each)
As at 31st As at 31st
iii) Punjab & Maharashtra Co-op. Bank 10.00 10.00 Particulars
March, 2021 March, 2020
Limited (a) Raw Materials 1,664.26 1,334.76
40,000 Equity Shares of ` 25/- Each (b) Work-in-Progress 25.32 -
(PreviousYear40,000EquitySharesof (c) Finished Goods 1,871.26 1,369.01
` 25/- Each) (d) Stores and Spares 901.29 1,076.08
Investments in Equity Instruments of Joint (e) Saleable Scrap & By products 4,659.55 3,742.12
Venture Companies (f) Intangible Inventory - Energy Saving 836.88 836.88
Unquoted - fully paid up certificate
i) Thriveni Lloyds Mining Private Limited 0.40 - (g) Intangible Inventory - Certified 52.83 52.83
Total Investment in Equity Shares 13.55 13.15 Emission Reduction (CER's)
Less:Provision for Diminution of value of - - (h) Inventory for trading 1,559.61 0.00
Investments Total - Inventories 11,571.00 8,411.68
Aggregate amount of unquoted 13.55 13.15 ForvaluationofinventoriesReferNote2(i)ofStandardAccountingpolicyand
investments forhypothecationandchargesreferNoteNo.16(i)(a)ofNotestoAccount.
122
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 9 : (i) Trade Receivables - Current (` in Lakhs) Note 9 : (iv) Other Financial Assets -Current (` in Lakhs)
As at 31 st
As at 31st As at 31st As at 31st
Particulars Particulars
March, 2021 March, 2020 March, 2021 March, 2020
Unsecured Advance to Suppliers 1,758.06 1,824.04
Considered Good 691.12 788.75 Total - Other Financial Assets 1,758.06 1,824.04
Total - Trade Receivables 691.12 788.75 Note 9 : (v) Prepayments (` in Lakhs)
Note 9 : (ii) Cash and Cash Equivalents (` in Lakhs) As at 31st
As at 31st
Particulars
March, 2021 March, 2020
As at 31st As at 31st
Particulars Prepaid Expenses 154.09 110.01
March, 2021 March, 2020
Total - Prepayments 154.09 110.01
Cash and Cash Equivalents
Cash on hand 23.51 23.47 Note 10 : Other Current Assets (` in Lakhs)
BalanceswithbanksInCurrentAccounts 16.39 1,158.86 As at 31st
As at 31st
Particulars
Total - Cash and Cash Equivalents 39.90 1,182.33 March, 2021 March, 2020
Other than Capital Advance
Note 9 :(iii) Other Balances with Banks (` in Lakhs)
i) Advance to Others 488.40 189.55
As at 31st As at 31st ii) Interest Receivable 41.43 31.04
Particulars
March, 2021 March, 2020 iii) Balance Receivable from Govt. 9,915.44 7,411.06
Other Bank Balances Authorities
iv) Balance Receivable against NSC 4.05 4.05
i) Balances in the form of FDR* 759.19 675.38
Total - Other Current Assets 10,449.32 7,635.70
ii)Marginmoneyagainstbilldiscounting 4.67 2.06
Advances to others in the comparative statement as at 31st
Total - Other Balances with Banks 763.86 677.44 March, 2020 was ` 148.48 lakhs has now been reclassified to
* Held against various Bank Guarantees and letter of credit facilities. ` 189.55 Lakhs on account of Net of Credit parties balances.
AUTHORIZED
Equity Shares:
75,00,00,000 Equity Shares of ` 1/- Each 7,500.00 7,500.00
(Previous year 75,00,00,000 Equity Shares of ` 1/- each)
Preference Shares :
2,50,00,000 Preference Shares of ` 10/- each 2,500.00 2,500.00
(Previous year 2,50,00,000 Preference Shares of ` 10/- each )
Total 10,000.00 10,000.00
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
22,25,82,580 Equity Shares of ` 1/- each 2,225.83 2,225.83
(Previous year 22,25,82,580 Equity Shares of ` 1/- each )
Add : 2,65,70,820 Equity Shares of ` 1/- each 291.67 25.96
(Previous year 25,95,820 Equity Shares of ` 1/- each )
Add:Shares forfeited - 3,97,875 Equity Shares of ` 10/- each (Amount originally paid-up) 17.22 17.22
Total - Equity Share Capital 2,534.72 2,269.01
(A) Movement in Equity Share Capital:
As at 31st March, 2021 As at 31st March, 2020
Particulars Numbers of Amount in Numbers of Amount in
Shares Lakhs Shares Lakhs
At the beginning of the year 22,51,78,400 2,251.79 22,25,82,580 2,225.83
Movement during the year 2,65,70,820 265.71 25,95,820 25.96
Issued during the year - - - -
Outstanding at the end of the year 25,17,49,220 2,517.50 22,51,78,400 2,251.79
123
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
(B) Terms/Rights attached to equity shares
The Company has only one class of equity shares having a face value of ` 1/- each. Each holder of equity share is entitled to
one vote per share. The company declares and pays dividends in Indian Rupees. In the event of liquidation of the company,
the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(C) The Company has not issued any share as fully paid up without payment being received in cash or as bonus
shares nor any share has been bought back by the Company in last 5 years.
(D) Details of the shareholders holding more than 5% shares in the Company
124
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 15 (ii) : Lease Liability - Non Current (` in Lakhs) Note 16 : (iii) Other Financial Liabilities - Current (` in Lakhs)
DuestocreditorsotherthanMicro,Small 3,525.22 3,332.55 2020 was ` 81.56 lakhs has now been reclassified to ` 122.43
and Medium Enterprises Lakhs on account of Net of Debit parties balances.
Total - Trade Payables 3,525.22 6,112.38 Note 18(i) : Lease - Current Liabilities (` in Lakhs)
Note no. 16(ii)(a): There are no amounts outstanding to
Micro, Small and Medium Enterprises as at March 31, 2021 As at 31st As at 31st
Particulars
and no amount were over due during the year for which March, 2021 March, 2020
disclosure requirements under Micro, Small and Medium Lease liability 17.80 57.12
Enterprises Development Act, 2006 are applicable. Total - Lease Liability 17.80 57.12
Note no. 16(ii)(b): Inland letter of credit limits are primarily Note 19 : Revenue From Operations (` in Lakhs)
secured by hypothecation on all current assets of the
company namely, Stock of raw materials, work-in-progress, Particulars 2020 - 21 2019 - 20
finished goods, stores and spares , Bill receivable and book
(a) Sale of Products
debts and all other moveable assets present and future and
are also secured by way of collateral security in the form of Finished Goods 20,770.26 29,772.66
Second Charge on all fixed assets of the company -all that Power Sales 3,143.63 6,352.80
piece and parcel of land or ground together with all building (b) Other Operating Revenues 1,426.78 1,048.39
and structure thereon and all moveable plant and machinery
Total - Revenue from Operations 25,340.67 37,173.85
both present and future.
125
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 20 : Other Income (` in Lakhs) Note 24 : Finance Cost (` in Lakhs)
126
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Note 26(a) Payment to Auditor (` in Lakhs) Note 27 : Deferred Tax (` in Lakhs)
127
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Amount recognized in other comprehensive income:
(` in Lakhs)
Gratuity Leave Encashment
Sr.
Particulars 31st March, 31st March, 31st March, 31st March,
No.
2021 2020 2021 2020
1. Remeasurements (32.66) 27.60 (19.67) 0.00
Total (32.66) 27.60 (19.67) 0.00
Due to its defined benefit plans, the Company is exposed to the following significant risks:
Changes in bond yields - A decrease in bond yields will increase plan liability.
Salary risk - The present value of the defined benefit plans liability is calculated by reference to the future salaries of the plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
Existing assumptions:
Gratuity Leave Encashment
Sr.
Particulars 31st March, 31st March, 31st March, 31st March,
No.
2021 2020 2021 2020
1. Discount rate 6.50% 6.80% 6.50% 6.80%
2. Rate of salary increase 8.50% 8.50% 8.50% 8.50%
3. Withdrawal / Attrition rate 1.00% 1.00% 1.00% 1% to 1%
4. Mortality rate Indian Assured Indian Assured Indian Assured Indian Assured
Lives (2012-14) Lives (2006-08) Lives (2012-14) Lives (2006-08)
5. Retirement age 60 years 62 years 60 years 62 years
Note: The Company regularly assesses these assumptions with the projected long-term plans and prevalent industry standards.
The impact of sensitivity due to changes in the significant actuarial assumptions on the defined benefit obligations is given in the
table below:
(` in Lakhs)
Gratuity Leave Encashment
Change in
Particulars 31st March, 31st March, 31st March, 31st March,
assumption
2021 2020 2021 2020
Discount Rate +1% 458.52 456.48 89.88 85.79
-1% 565.58 570.50 114.10 110.54
128
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
29. Financial instrument and risk management
Fair values
1. The carrying amounts of trade payables, other financial liabilities (current), borrowings (current), trade receivables,
cash and cash equivalents, other bank balances and loans are considered to be the same as fair value due to their
short term nature.
2. Borrowings (non-current) consists of loans from banks and government authorities, other financial liabilities (noncurrent)
consists of interest accrued but not due on deposits other financial assets consists of employee advances where the
fair value is considered based on the discounted cash flow.
3. The fair value of forward foreign exchange contracts is calculated as the present value determined using forward
exchange rates, currency basis spreads between the respective currencies and interest rate curves.
The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale.
Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments:
(` in Lakhs)
129
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
The Company does not undertake any speculative transactions either through derivatives or otherwise. The senior
management is accountable to the Board of Directors and Audit Committee. They ensure that the Company’s financial
risk-taking activities are governed by appropriate financial risk governance frame work, policies and procedures. The
Board of Directors periodically reviews the exposures to financial risks, and the measures taken for risk mitigation and
the results thereof.
2) Foreign currency Risk
Foreign exchange risk arises on all recognised monetary assets and liabilities and on highly probable forecasted
transactions which are denominated in a currency other than the functional currency of the Company. The Company
does not have any foreign currency trade payables and receivables.
The foreign exchange risk management policy of the Company requires it to manage the foreign exchange risk by
transacting as far as possible in the functional currency.
No Forward contracts were entered into by the company either during the year or previous years since the company
has very minimum exposure to foreign currency risk.
i. Price risk
The company uses surplus fund in operations and for further growth of the company. Hence, there is no price risk
associated with such activity.
ii. Credit risk
Credit risk refers to the risk of default on its obligation by the counter-party the risk of deterioration of creditworthiness
of the counter-party as well as concentration risks of financial assets, and thereby exposing the Company to
potential financial losses. The Company is exposed to credit risk mainly with respect to trade receivables.
Trade receivables
The Trade receivables of the Company are typically non-interest bearing un-secured. As there is no independent
credit rating of the customers available with the Company, the management reviews the credit-worthiness of
its customers based on their financial position, past experience and other factors. The credit risk related to
the trade receivables is managed / mitigated by concerned team based on the Company’s established policy
and procedures and by setting appropriate payment terms and credit period. The credit period provided by the
Company to its customers depend upon the contractual terms with the customers.
The ageing analysis of trade receivables as at the reporting date is as follows:
(` in Lakhs)
130
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
The table below summaries the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments:-
(` in Lakhs)
131
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
32. Related party transactions under Ind AS -24
Names of related parties and nature of relationships:
132
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Details of transactions during the year and outstanding at year end where related party relationship existed:
*Since the Diluted Earnings Per Share is in excess of the Basic Earnings Per Share, it has become anti-dilutive in nature
and hence the Diluted Earnings Per Share is Nil for the year ended 31st March, 2021.
133
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
34. Contingent Liability
(` in Lakhs)
Grant date Vest date Historical Average life of Risk-free Dividend Yield
Volatility the options interest rate
(in Years)
20-Sep-2018 20-Sep-2019 64.49% 2.50 Years 8.02% 0.00%
20-Sep-2018 20-Sep-2020 71.77% 3.50 Years 8.08% 0.00%
20-Sep-2018 20-Sep-2021 72.44% 4.50 Years 8.09% 0.00%
20-Sep-2018 20-Sep-2022 73.77% 5.50 Years 8.12% 0.00%
31-Jan-2019 20-Sep-2020 66.72% 3.14 Years 6.98% 0.00%
31-Jan-2019 20-Sep-2021 70.13% 4.14 Years 7.18% 0.00%
31-Jan-2019 20-Sep-2022 70.54% 5.14 Years 7.22% 0.00%
The information covering stock options is as follows:-
134
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Since equity shares are listed hence for the purpose of calculating volatility, volatility of shares based on the expected life
is considered.
Total expenses arising from share-based payment transactions recognized in profit or loss as part of employee benefit
expense were as follows.
(` in Lakhs)
135
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
4. The loans mentioned in (i)(c) are secured with exclusive charge over the commercial equipment’s financed by the bank.
Terms of Repayment (` in Lakhs)
Amount
Particulars outstanding F.Y. 27
F.Y. 21-22 F.Y. 22-23 F.Y. 23-24 F.Y. 24-25 F.Y. 25-26 F.Y. 26-27
as at 31st Onwards
March 2021
i) Secured- At Amortised Cost
Term Loans from Banks
(a) Kotak Mahindra Bank Ltd. 5,593.12 1,619.91 2,101.56 1,358.17 513.48 - - -
(b) Citizencredit Co-operative 2,714.06 239.71 319.61 319.61 319.61 319.61 319.61 876.30
Bank Ltd.
(c) Yes Bank Ltd. 259.53 72.71 80.40 88.89 17.53 - - -
Other Bank Loan for Vehicles 121.83 41.87 35.89 18.93 18.38 6.76 - -
136
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
37. Segment reporting under Ind AS – 108
Disclosures as required by the Ind AS - 108 on “Segment Reporting” are given below:
For management purposes, the Company is organized into business units based on its services and has two reportable
segments, as follows:
1. The Sponge Iron segment which includes production and manufacturing of Sponge Iron.
2. The Power segment which includes generation of power.
(` in Lakhs)
I) Segment Revenue :
Sales :
External 24,187.30 3,640.86 27,828.16 33,383.36 7,150.95 40,534.31
Less : Inter division transfer - 497.24 497.24 - 798.15 798.15
Total 24,187.30 3,143.62 27,330.92 33,383.36 6,352.80 39,736.16
II) Segment Result :
Operating Net Profit 1,362.09 1,776.10 3,138.19 920.71 4,096.85 5,017.56
Common Expenses (Net) - - (1,443.29) - - (2,097.86)
Interest - - (1,682.22) - - (1,610.38)
Profit before tax - - 12.68 - - 1,309.32
137
LLOYDS METALS AND ENERGY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021
Balance sheet: The company estimates that the adoption of Ind AS 116 will result in an increase in total assets of ` 78.83
Lakhs split between right-of-use assets of ` 78.83 Lakhs and deferred tax assets of ` 0.00 Lakhs. Financial liabilities are
expected to increase by ` 81.64 Lakhs.
Statement of profit and loss: The company estimates that the adoption of Ind 116 has impact the Profit & Loss A/c which
is as follows:-
Out of the total lease depreciation of 43.66 lakhs for the year ended on 31st March 2021, the company has recognized
increased depreciation of ` 9.26 lakhs and ` 34.40 lakhs on account of the new lease and previous lease arrangement
respectively on right to use asset.
Out of the total lease finance cost of ` 24.67 lakhs for the year ended on 31st March 2021, the company has recognized
increased finance cost of ` 5.54 lakhs and ` 19.13 lakhs on account of the new lease and previous lease arrangement
respectively on lease liability.
Due to termination of the previous lease agreement during the current year, an income of ` 18.40 lakhs has been recognized
in the current year under Other Income.
Statement of Cash flows: The Company estimates that the adoption of Ind AS 116 will result in decrease in Lease
Liabilities by ` 6.46 Lakhs & interest on financing of lease liabilities of ` 5.54 Lakhs shown under Cash Flow from financing
activities as interest & financial charges paid.
40. As at 31st March 2021 consolidated financial statement of Lloyds Metals And Energy Limited has been prepared on the
basis of unaudited financial statement of Thriveni Lloyds Mining Private Limited.
41. Approval of Financial Statements
The financial statements were approved by the board of directors on April 12th 2021.
138
ANNUAL REPORT 2020-21
NOTES
139
Lloyds Metals and Energy Limited
CIN: L40300MH1977PLC019594
Email ID : [email protected]
Website : www.lloyds.in