Directors Report of Lloyds Metals & Energy Ltd.

Mar 31, 2022

Your Director’s are pleased to present the Company’s Forty Fifth Annual Report on the business and operations of Lloyds Metals and Energy Limited, along with the summary of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2022.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

(Figures in '' Lakhs)
Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	69,749.94	25,340.67	69,749.94	25,340.67
Other Income	2,975.36	1,990.25	2,975.36	1,990.25
Total Income	72,725.30	27,330.92	7,2725.30	27,330.92
Profit before Finance Cost, Depreciation Amortisation Expenses and Tax Expenses	17,528.64	3,077.43	17,528.64	3,077.43
Less: Finance Cost	1,814.08	1,682.22	1,814.08	1,682.22
Depreciation	1,798.49	1,382.53	1,798.49	1,382.53
Exceptional Items	5,136.39		5,136.39
Profit/(Loss) before tax	8,779.68	12.68	8,779.68	12.68
Less: Deferred Tax	950.68		950.68
Profit/(Loss) after tax	9,730.36	12.68	9,730.36	12.68
Share of Profit/(Loss) of associate	-		7.33
Profit/(Loss) for the Period	9,730.36	12.68	9,737.68	12.68
Other comprehensive income (net of tax)	72.78	52.33	72.78	52.33
Total Comprehensive Income of the Year (net of tax)	9,803.14	65.01	9,810.46	65.01

Review of Operations

The Company during the year has entered into Strategic Partnership with Thriveni Earthmovers Private Limited (Copromoter), India’s biggest Mining Development Operators Contractors (“MDO”). The Company was awarded a lease for iron ore mines in 2007 at Surjagarh Village, Gadchiroli district, initially for a period of 20 years & extended to a total period of 50 years under MMDR Act, 2018. This district has Maharashtra’s richest iron ore reserve.

Due to instability in the region, the Company’s mines faced various challenges in operations. In 2021, the Company entered into a strategic partnership with one of the largest MDO contractor, Thriveni Earthmovers Private Limited (Copromoter), and from September, 2021 the mine recommenced operations in full capacity with the assistance of Thriveni Earthmovers Private Limited.

The Company during the year had 03 (three) separate business segments - mining of iron ore, manufacturing of sponge iron and generation of power. The Segment wise performances are as below:

Iron Ore Mining Activities

The Iron ore mining activities are in full swing at the Surjagarh area of Gadchiroli district. With the assistance of Thriveni Earthmovers Private Limited the Company during the year was able to re-commence the mining activities.

The iron ore production for the F.Y. 2021-22 is Qty 27,59,870 MT, as against NIL production for the F.Y. 2020-21. The Company was also able to sell Qty 3,05,994.14 MT of iron ore during the F.Y. 2021-22.

The total income of the mining division during the year was '' 23,796.64 Lakhs as against NIL in the previous year.

Sponge Iron Division

The production of Sponge Iron Division during the year under review was 1,17,030 MT against 90,956 MT in the previous year showing increase of 28.67%. The total income of the division was '' 44,542.11 Lakhs as against '' 24,187.30 Lakhs during the previous year, showing increase of 84.15%.

Power Division

The production of the division was 17.41 MWH during the year under review as compared to 12.37 MWH for the previous year. The total income of the division was '' 4,972.94 Lakhs during the year under review as against '' 3,640.86 Lakhs during the previous year showing an increase of 36.59% due to less production.

On Standalone Basis

The total income of the Company was '' 72,725.30 Lakhs during the year as against '' 27,330.92 Lakhs in the previous year. The Company has reported net profit of '' 9,730.36 Lakhs during the year under review as against profit of '' 12.68 Lakhs in the previous year.

On Consolidated Basis

The consolidated total income of the Company was '' 72,725.30 Lakhs during the year as against '' 27,330.92 Lakhs in the previous year. The Company has reported consolidated net profit of '' 9,737.68 Lakhs during the year under review as against profit of '' 12.68 Lakhs in the previous year.

Iron Ore Mining Activities

During the year under review there was an Equity and Debt infusion by Thriveni Earthmovers Private Limited (“TEMPL”) and the Company designated them as a Co-Promoter of the Company.

TEMPL is an expert in mining with their highly qualified team and are operating training centers while ensuring full compliance with all laws and regulations pertaining to mining.

They are the India’s biggest MDO contractor and have mined more than 30 million MT of iron ore consistently over the last few years. Being the MDO contractor to the various lease owners in Odisha makes them India’s largest Private sector Miner for Iron Ore.

With their investment in the Company, TEMPL became a Co-Promoter. The mining activities at the mine started from 25^th September, 2021 and are being carried out by them directly. The Company could mine 2.9 million tons in 6 months of operation against an allowed capacity of 3 million tons per annum. TEMPL has deployed all the machinery required for carrying out the mining activities.

Post induction of TEMPL, the Company during the year was able to re-commence the mining activities. The Iron ore mining activities are in full swing at the Surjagarh area of Gadchiroli district.

Setting-Up of Proposed Mineral Based Steel Plant at Konsari

The Company has started with two modules of 95 TPD Sponge iron plant along with 4 MW waste heat recovery power plant. The Company has started studying for a 3 MTPA flat product ISP at Konsari. The proposed plant will have the Blast FCE - BOF- LF/RH CSP/ESP Route. The Company has been allotted 124 acres of land.

The Company is working on 8 MTPA capacity underground Iron ore slurry pipeline from Surjagad Mines to Konsari Steel plant using state of art, environment friendly technology from AUSACO USA. The Slurry generated will be in a Beneficiation plant on a land located at downhill of mines outside the mines lease hold land and the slurry will be dewatered to produce Beneficiated Iron ore filter cake. This filter-cake will be used as a raw material for two modules of Pellet Plants of 2.5 MTPA capacity each.

These pellets will become feed of two modules of Sponge iron plants of 600 TPD sponge iron along with waste heat recovery power plants. These pellets will also be feed material for ISP blast furnace.

Road ahead

Surjagarh (Wooria hills) located in Surjagarh hill range is the most important and well-known major iron ore reserves in the Gadchiroli district of Maharashtra, due to its good quality of iron ore.

The proven reserves at the mine are estimated to be at 73.6 MMT, whereas the extraction from the mines as on FY22 is at 3MMTPA. Exploration highlights are being done and the JORC report is awaited.

In next few months, in line with UNFCC guidelines for JORC standard of Resource reporting, the Company will drill 215 holes, with a total of nearly 40,000 meters. As a part of the exploration drilling, the Company has mobilized 6 core drill

rigs and 2 Reverse Circulation (“RC”) drill rigs. The total exploration program is expected to be completed in a period of 4-5 months.

Preliminary indication is for a much higher availability of reserve. The mining activities restarted from 2021 and are being carried out by Thriveni Earthmovers Private Limited, the production capacity is expected to significantly enhance from F.Y. 23 onwards.

Double lane road is being constructed from Mines to Allapalli which is expected to be completed in the coming 3-6 months’ time frame.

The Company has also developed a “Stockyard” near Allapalli with a truck weighment facility using Government approved weighbridges capable of handling 5 MMT of Iron Ore material per annum.

The Company is also expecting to get approval to sell iron ore PAN India. In F.Y. 23, the Company plans to dispatch approximately 5.5 MMT, by reducing the stock at the Pithead. The Company has also got the Mining Plan approved for 10 MMTPA and Environment Clearance for the same is awaited.

The proposed Konsari DRI plant will benefit the people of naxal affected Gadchiroli district, which will provide employment to minimum of 1,100 local people directly and about 2,000 indirectly leading to overall development of the region affected by Naxalites. The current status of the Konsari Plant is that the land has been procured and Environmental Clearance for the first phase and Government Subsidy Letter are yet to be received.

Going forward all future investments will be from internal accruals & Net Debt target will be kept at zero.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Associate/Joint venture, prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors’ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its Joint Venture.

The Financial Statements as stated above are also available on the website of the Company at www.lloyds.in.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March, 2022, the Company has 01 (one) Joint Venture Company “Thriveni Lloyds Mining Private Limited.”

Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the Companies which have become and

ceased to be associates/subsidiary/joint venture companies during the year are provided below.
Sr.	Companies which became associates/subsidiary/
No.	joint venture during the year under review
NIL
Sr. No.	Companies which ceased to be associates/ subsidiary/joint venture during the year under
	review
NIL

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our Joint Venture/ Associate in the prescribed format AOC-1 is appended as “Annexure I” to the Board’s report. The statement also provides details of the performance and financial position of the Associate.

DIVIDEND

Your Company has recommended a Final Dividend of '' 0.50/-per equity share of face value of '' 1/- each.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITALConversion of preferentially allotted Optionally Fully Convertible Debentures (“OFCD”)

The Committee of Board of Directors in their meeting held on 23^rd June, 2021 has converted 2,66,50,000 Optionally Fully Convertible Debentures (“OFCD’s”) of the Company into Equity Shares of face value of '' 1/- each at a premium of '' 6.50/- each issued at par via Preferential Allotment to Clover Media Private Limited. The said allottee is not a Promoter of the Company.

Preferential issue of Equity Shares & Optionally Fully Convertible Debentures (“OFCD”)

The Committee of Board of Directors in their meeting held on 28^th June, 2021 has allotted 9,00,00,000 Equity Shares of face value of '' 1/- each at a premium of '' 19/- each and 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) at a face of '' 20/- each issued at par via Preferential Allotment to Thriveni Earthmovers Private Limited (“TEMPL” / “allottee”). The said issuance was approved by the Shareholders of the Company in its 44^th Annual General Meeting held on 14^th June, 2021.

Pursuant the Preferential Allotment to the TEMPL, an obligation on the TEMPL to make an open offer to the Equity Shareholders of the Company (including the Non-Promoter Non-Public Shareholder of the Company) but excluding the Shareholders forming part of the Promoter and Promoter group of the Company in terms of Regulations 3 and 4 of

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Open Offer”) was triggered.

Further, pursuant to the approval of the Shareholders at the 44^th Annual General Meeting of the Company held on 14^th June, 2021 for the Preferential Allotment of the Equity Shares and OFCD’s and upon completion of the Open Offer, TEMPL acquired joint control in the Company and was classified as the Promoter along with the existing members of the Promoter and Promoter group of the Company.

Upon completion of the Open Offer and in accordance with applicable law, including the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, TEMPL nominated Mr. Balasubramanian. Prabhakaran, for appointment as a director on the Board of Directors of the Company and hence, Mr. Balasubramanian. Prabhakaran (DIN: 01428366) was appointed as an Additional Non-Executive Promoter Director in the Company w.e.f. 07^th October, 2021.

Issue of Equity Shares to ESOP Trust

The Nomination and Remuneration Committee in its meeting held on 08^th September, 2021 has allotted 3,20,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan -2017.

Conversion of preferentially allotted securities

The Company in their Board Meeting held on 29^th April, 2022 has converted 6,60,00,000 Convertible Warrants issued to the Promoters of the Company on preferential basis on 31^st October, 2020.

The warrants were allotted to the below listed promoters:

Sr. No.	Name of the Allottee	Nos. of Warrants allotted
1.	Plutus Trade & Interchange LLP	2,64,00,000
2.	Teamwork Properities Developments LLP	1,32,00,000
3.	Sky United LLP	1,32,00,000
4.	Blossom Trade & Interchange LLP	1,32,00,000
Total		6,60,00,000

On 14^th March, 2022 the said warrants held by Plutus Trade & Interchange LLP and Teamwork Properities Developments LLP were transferred to Sky United LLP. And hence, as on 14^th March, 2022 Sky United LLP held 5,28,00,000 convertible warrants and Plutus Trade & Interchange LLP and Teamwork Properities Developments LLP did not hold any warrants of the Company.

The Company in its same Board Meeting has also converted 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) allotted to Thriveni Earthmovers Private Limited (“TEMPL” / “allottee”) on preferential basis on 28^th June, 2021 into 1,00,00,000 Equity Shares in the ratio of 1:1 at face value of '' 1/- each and premium of '' 19/- each.

An Open Offer was triggered due to the above -mentioned events and detailed as below pursuant to Regulation 3(2), Regulation 3(3) and Regulation 5(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

1. Indirect acquisition of further voting rights in the Company by Thriveni Earthmovers Private Limited (“TEMPL”) on 29^th April, 2022 pursuant to the acquisition of controlling interest in Sky United LLP by TEMPL

TEMPL has also acquired rights and 76% partnership interest and therefore acquired controlling interest in Sky United LLP on 29^th April, 2022, which held 1,31,54,638 Equity Shares and 5,28,00,000 Warrants of the Company (at the time of acquisition of rights and 76% partnership interest in Sky United LLP); and

2. Acquisition of 6,28,00,000 Equity Shares collectively by Thriveni Earthmovers Private Limited and Sky United LLP pursuant to the conversion of Optionally Fully Convertible Debentures (“OFCD’s”) and Warrants by Thriveni Earthmovers Private Limited and Sky United LLP respectively into Equity Shares on 29^th April, 2022:

i) Thriveni Earthmovers Private Limited exercised its option to convert the Optionally Fully Convertible Debentures (“OFCD’s”) into Equity Shares on 29^th April 2022. Subsequently, the Board of Directors of the Target Company in their meeting held on 29^th April, 2022 approved the issuance and allotment of 1,00,00,000 Equity Shares to Thriveni Earthmovers Private Limited pursuant to such conversion of Optionally Fully Convertible Debentures. Accordingly, Thriveni Earthmovers Private Limited has acquired 1,00,00,000 Equity Shares representing 2.25% of the Voting Share Capital on 29^th April, 2022; and

ii) Sky United LLP has exercised its option to convert the Warrants into Equity Shares on 29^th April, 2022. Subsequently, the Board of Directors of the Target Company in their meeting held on 29^th April, 2022 approved the issuance and allotment of 5,28,00,000 Equity Shares to Sky United LLP pursuant to such conversion of Warrants. Accordingly, Sky United LLP has acquired 5,28,00,000 Equity Shares on 29^th April 2022.

Blossom Trade & Interchange LLP, a Promoter of the Company has also converted their 1,32,00,000 warrants in to Equity Shares of the Company in the ratio of 1:1 in the same Board Meeting of the Company held on 29^th April, 2022 issued on preferential basis.

During the year under review, there is no change in Authorized Share Capital of the Company, which is '' 1,00,00,00,000 (Rupees One hundred Crores only) divided into 75,00,00,000 Equity Shares of '' 1/- each amounting to '' 75,00,00,000/- (Rupees Seventy-Five Crores only) and 2,50,00,000 Preference Shares of '' 10/- each amounting to '' 25,00,00,000/- (Rupees Twenty-Five Crores only).

Further to the above conversion of securities and allotments the paid-up share capital of the Company has increased from '' 25,34,71,505 as on 31^st March, 2021 to '' 36,87,19,220 as on 31^st March, 2022 and to 44,47,19,220 as on the date of this report (i.e., as on 29^th April, 2022).

Issuance of Optionally Fully Convertible Debentures (“OFCD”)

An Arbitration Award was passed by the Sole Arbitrator Mr. Justice A.R. Joshi (Retd.) Former Judge, Bombay High Court, under the Arbitration and Conciliation Act, 1996 on 22^nd April, 2022 in the matter of arbitration between Sunflag Iron & Steel Company Limited (“Sunflag”) and Lloyds Metals and Energy Limited (“Company”).

The matter in nutshell is that the Company and Sunflag from the year 2004 have been entering into various understandings and contracts to have joint and equal control on the iron ore mine of the Company and sharing of the iron ore extracted in the ratio of 60% and 40% respectively in return Sunflag assisting the Company with the required funding for capital and operational expenditure.

However, for reasons not attributable to both the parties the said arrangements could not take place and the mining operations could not be commenced. During this period Sunflag had advanced funds to the Company towards the operation and commencement of the mine. In the year 2016, the Company started mining operations with minimal production; however, the Company could not share the iron ore extracted with Sunflag for various reasons.

The Company and Sunflag were engaged in discussions to resolve the issue amicably but the same could not be resolved. Sunflag then invoked the arbitration clause and initiated the arbitration proceedings. The claim(s) made by Sunflag were as follows:

1. Repayment of the amount paid by Sunflag along with the interest @4% SBI PLR compounded annually amounting to '' 312 crores;

2. A demand of '' 1,433 crores towards Sunflag’s right of 40% mineral extracted at cost over the life of entire mining lease period i.e., 40% of 75 million tonnes, i.e., 30 million tonnes with a margin of '' 2000, per tonne amounting to '' 6,000, crores and when discounted to the present value the same worked out to '' 1,433 crores; and

3. 32% of the equity share of the Company considering the net worth attributable to the mine being 80% of net worth of the Company, and Sunflag having the right of 40 % of the mine.

All the above claims of Sunflag were refuted by the Company and various counter claims were also made. After hearing the arguments of both the parties, the learned Arbitrator has passed an Arbitration Award dated 22^nd April, 2022 and an Additional Arbitration Award dated 28^th April, 2022. The gist of the Award is as follows:

The Company was liable to pay '' 900 crores to Sunflag (i.e., '' 312 crores on account of refund of advance along with accrued interest and the balance '' 588 crores as full settlement of all other claims).

Given the amount being large, the Company proposed to settle the said liability, subject to the approval of the Shareholders and in accordance with applicable laws, by issuing six crores (6,00,00,000) 0% interest Optionally Fully Convertible Debentures (“OFCD”) which will settle entire liability of the Company on the basis of proposed issue price of '' 150/- (Rupees One Hundred and Fifty only).

The OFCD would be converted not before 9 months but, not later than 18 months at a conversion ratio of 1:1. This proposal has also been agreed by Sunflag and they will be termed as the Non-Promoter of the Company.

Further, the Company is liable to pay an interest at the rate of 9% p.a. on the face value of the OFCD’s if the Company fails to convert the OFCD’s and in the event the proposed allottee does not exercise the conversion right within the 18 months conversion period, then the OFCD’s will be redeemed by the Company within 48 months from the date of allotment and interest will accrue at 9% p.a. on the face value of OFCD’s from the expiry of the conversion period of 18 months until redemption of the OFCD’s.

The Company shall commence the process of the proposed issuance of OFCD’s and obtain necessary approvals and compliances with respect to the same.

UTILIZATION OF FUNDS

During the year under review, the Company raised the funds through below mode:

1. Issue and allotment of 9,00,00,000 Equity Shares allotted to promoter entity on preferential basis at face value of '' 1/- each and premium of '' 19/- each.

2. Issue and allotment of 1,00,00,000 Optionally Fully Convertible Debentures (“OFCD’s”) allotted to promoter entity on preferential basis at face value of '' 20/- each issued at par.

The funds raised through the respective issues were utilized for the purpose for which it was raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of 44^th Annual General Meeting.

DEMATERIALIZATION OF SHARES

As on 31^st March, 2022, there were approximately 36,44,91,070 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 98.85% of the total issued, subscribed and paid-up capital of the Company.

EMPLOYEE STOCK OPTION SCHEME 2017

The Company with the objective of introducing a long-term incentive tool to attract, motivate, retain talent and reward loyalty, formulated “Lloyds Metals and Energy Limited

Employee Stock Option Plan - 2017” (“LMEL ESOP 2017”) for grant of a maximum of 1,11,29,129 stock options to the eligible employees of the Company. During the year 201819, the Nomination and Remuneration Committee of the Company has granted 66,66,640 stock options to the eligible employees of the Company. During the financial year under review, the Nomination and Remuneration Committee has allotted 3,20,000 Equity Shares to the Lloyds Employees Welfare Trust under Lloyds Metals and Energy Limited Employee Stock Option Plan - 2017.

The Company has received a certificate from the auditors of the Company that the “LMEL ESOP 2017” have been implemented in accordance with the SEBI regulations and as per the resolution passed by the Members of the Company.

The necessary disclosure pursuant to section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available at Company’s website i.e., http://www.lloyds.in/wp-content/uploads/2022/07/ESOP-Disclosure.pdf

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

BOARD OF DIRECTORS

The year under review saw the following changes to the Board of Directors (“Board”).

Inductions to the Board

1. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in their Meeting held, on 07^th October, 2021, in terms of the provisions of the Companies Act, 2013, appointed Mr. Balasubramanian Prabhakaran (DIN: 01428366) as an Additional Non-Executive Director of the Company.

2. Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, appointed Mr. Ramesh Luharuka (DIN: 00001380) as an Additional Independent Director of the Company, not liable to retire by rotation, for a period of 05 (five) years (i.e., one tenure) commencing from 07^th October, 2021 to 06^th October, 2026.

Mr. Luharuka brings to the Board his extensive knowledge and experience of over 40 years in the areas of Corporate

Finance, Capital market, Investment Banking and other related activities.

3. Mr. B. R. Singh (DIN: 02843001), an Independent Director of the Company passed away on 05^th January, 2022 and hence, ceased to be an Independent Director of the Company w.e.f. 05^th January, 2022.

The Company has immensely benefited from his vision and leadership during his tenure.

4. Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, appointed Dr. Seema Saini (DIN: 09539941) as an Additional Independent Director of the Company, not liable to retire by rotation, for a period of 05 (five) years (i.e., one tenure) commencing from 30^th March, 2022 to 29^th March, 2027.

Dr. Saini brings to the Board her extensive knowledge and experience of over 30 years in the areas of Management, Strategic Leadership, Social Welfare, Growth and other related activities

5. In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Gupta, (DIN: 00028379) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, the

Key Managerial Personnel of the Company are Mr. Babulal

Agarwal, Managing Director, Mr. Riyaz Shaikh, Chief

Financial Officer and Ms. Trushali Shah, Company Secretary

& Compliance Officer.

During the under review, there was a following change in the

Key Managerial Personnel of the Company:

1. Ms. Sneha Yezarkar (ACS: 43338), erstwhile Company Secretary & Compliance Officer of the Company resigned w.e.f. closure of business hours of 21^st August, 2021.

2. Ms. Trushali Shah (ACS: 61489), was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 07^th October, 2021.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Director’s state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

as at 31^st March, 2022 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a “going concern basis”;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board met 10 (ten) times during the financial year 202122 on 12^th April, 2021, 14^th May, 2021, 08^th June, 2021, 13^th August, 2021,08^th September, 2021, 07^th October, 2021, 11^th November, 2021, 27^th December, 2021, 11^th February, 2022 and 30^th March, 2022. The Meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on March 31, 2022, the Board had 07 (seven) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Share Transfer and Shareholder’s/Investor’s Grievance Committee, Committee of Board of Directors and Risk Management Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as the Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrollment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Familiarization Programme for Independent Directors

The Company has formulated a programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The detail of such Familiarization programme conducted during the financial year 2021-22 can be accessed on the Company’s website at http://www.lloyds. in/wp-content/uploads/2022/04/Familarisation-Programme-for-ID-2021-22.pdf

During the year under review, the Independent Directors met 02 times (two) on 03^rd August, 2021 and 11^th February, 2022. The Meeting held on 11^th February, 2022 was held 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 the said meeting. The observations made by the Independent Directors have been adopted and put into force.

COMPANY’S VARIOUS POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are

available on Company’s website (www.lloyds.in) under the heading “Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

Whistle Blower Policy of the Company includes in its scope any instances related to Insider Trading and also provides access to the Employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has 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. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Ms. Trushali Shah, Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism policy can be accessed on the Company’s website on at http://www.lloyds.in/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf

Policy for Related Party Transactions

In line with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The policy on Related Party Transaction can be accessed on the company’s website at http://www.lloyds.in/wp-content/ uploads/2021/08/Policy-on-Materiality-of-Related-Party-Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (Executive / Non-Executive) including a Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above code can be accessed on the Company’s website at http://www.lloyds.in/wp-content/uploads/2021/02/Code_of_ conduct.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the Company’s website at http://www.lloyds.in/wp-content/ uploads/2022/02/Risk-Management-Policy-Procedure.pdf

The Policy has been formed by the Board in their Meeting held on 11^th February, 2022.

Risk Management Committee

The Company has formed its Risk Management Committee. The constitution of the Committee is as below:

a. Mr. Rajesh Gupta, Non-Executive Promoter Director, Chairman

b. Mr. Madhur Gupta, Non-Executive Promoter Director, Member

c. Mr. Devidas Kambale, Independent Director, Member

d. Mr. Jagannath Dange, Independent Director, Member

As per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the requirements and compliances of Risk Management Committee were not applicable to the Company for the F.Y. 2021-22. However, pursuant to the increased ranking of the Company by Market Capitalization as released by the BSE as on 31^st March, 2022, the requirements and compliances for the same are applicable for the F.Y. 2022-23. The Company will follow due compliances as required in the current financial year i.e., 2022-23

Nomination and Remuneration Policy

In line with the requirements of Section 178 Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Remuneration_Policy.pdf

Nomination and Remuneration Committee

The Company has re-constituted its Nomination and Remuneration Management Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The current constitution of the Committee is as below:

a. Mr. Jagannath Dange, Independent Director, Chairman

b. Mr. Rajesh Gupta, Non-Executive Promoter Director, Member

c. Mr. Devidas Kambale, Independent Director, Member

Policy for Determination of Materiality of an Event or Information

In line with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for determination of materiality-based events.

The Policy for Determination of materiality of an event or information policy can be accessed on the Company’s website at http://www.lloyds.in/wp-content/uploads/2022/07/Policy-for-materiality-of-event.pdf

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the policy on preservation of the documents.

The policy on preservation of documents can be accessed on the Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/03/Policy-for-preservation-of-Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the Company has adopted an Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading-code of conduct can be accessed on the Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Insider_Trading%E2%80%93Code_of_ Conduct_Effective_from_April_12019.pdf

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

In pursuant to SEBI (Prohibition of Insider Trading)

Regulations, 2015, the Company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure

of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Policy for procedure of Inquiry in case of Leak of Unpublished Price Sensitive information (“UPSI”) can be accessed on the Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Policy_for_Procedure_of_Inquiry_in_case_ of_Leak_of_Unpublished_Price_Sensitive_Information.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which includes therein the policy for determination of “Legitimate purposes for sharing UPSI”

The Code of Practices and Procedures for Fair Disclosure of the Unpublished Price Sensitive Information can be accessed on the Company’s website at http://www.lloyds.in/wp-content/ uploads/2021/02/Code_of_Practices_and_Procedures_for_ Fair_Disclosure_of_UPSI-Effective_from_April_1_2019.pdf

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter “CSR Policy”) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the Company (Corporate Social Responsibilities) Rules, 2014. The CSR policy serves as the referral document for all CSR related activities of the Company. The CSR Policy relates to the activities to be undertaken by the Company as specified in Schedule VII and other amendments / circulars thereon of the Companies Act, 2013.

The CSR Policy can be accessed on the Company’s website at http://www.lloyds.in/wp-content/uploads/2022/07/Corporate-Social-Responsibility-Policy.pdf

Corporate Social Responsibility Committee

The Company has re-constituted its Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013 the current constitution of the Committee is as below:

a. Mr. Devidas Kambale, Independent Director, Chairman

b. Mr. Rajesh R. Gupta, Non-Executive Promoter Director, Member

c. Mr. Ramesh Luharuka, Additional Independent Director, Member

The disclosures with respect to CSR activities are given in “Annexure II”.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per

Regulation 34(3) Read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made there under, the tenure of the current Statutory Auditor of the Company M/s. VSS & Associates, Chartered Accountants (Firm Registration No. 105787W) has expired w.e.f. 01^st April, 2022. Further, the current Statutory Auditor of the Company has shown their inability to continue as the Statutory Auditor of the Company for the second term.

And hence, the Board of Directors of the Company recommends the name of the M/s. Todarwal & Todarwal LLP, Chartered Accountants (FRN: 111009W/W100231). The appointment of M/s. Todarwal & Todarwal LLP, Chartered Accountants has been recommended by the Audit Committee in their meeting held on 29^th April, 2022.

The appointment will be for a period of 05 (five) years i.e., one term pursuant to Section 139 of the Companies Act, 2013. The tenure will commence from the conclusion of the 45^th Annual General Meeting till the conclusion of 50^th Annual General Meeting (for one term of five years), at a remuneration as may be mutually decided between the Board of Directors and the Auditors.

Further provision of ratification of appointment of statutory auditor every year has been omitted by the Companies (Amendment) Act, 2017 effective from 07^th May, 2018.

Statutory Audit Report

During the F.Y. 2021-22 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2022 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc. do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Maharshi Ganatra & Associates, Practicing Company Secretary (Membership No.: 11332, CP No.: 14520) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the F.Y. 2022-23.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. B. R. Gupta & Co., Practicing Company Secretary (Membership No. 43021, CP No. 20863), in Form MR-3 for the F.Y. 2021-22 is annexed hereto marked as “Annexure VI” and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Singh M K & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the F.Y. 2022-23 at a remuneration of '' 30,000/-(Rupees Thirty Thousand only) per annum. As required under the Companies Act, 2013 a resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

Cost Audit Report

The Cost audit report for the F.Y. 2020-21 was filed with the Ministry of Corporate Affairs.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company has not given any loan to any person or other Body Corporate or given any guarantee or provided any security in connection with a loan to any other person or body corporate pursuant to Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with the related parties referred to in Section 188 of the Companies

Act, 2013, in the prescribed form AOC-2, are enclosed with this report as “Annexure III”.

There were no materially significant Related Party Transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 32 to the Audited Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure IV” and forms part of this report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

DEPOSITS

During the year under review, the Company has neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as “Deposits” in terms of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposit) Rules,

2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as “Annexure V” and forms part of this report.

BUSINESS RESPONSIBILITY REPORT

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective The Business Responsibility Report (“BRR”) of the Company is being presented to the Stakeholders as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 describing the environmental, social and governance initiatives taken by the Company.

In its circular dated February 6, 2017, SEBI has made the Business Responsibility and Sustainability Report (“BRSR”) applicable to the top 1,000 listed entities (by market capitalisation) for reporting on a voluntary basis for F.Y. 202122 and on a mandatory basis from F.Y. 2022-23.

The current financial year marks the first year of the Company’s transition towards Business Responsibility Reporting (“BRR”). The Company has provided the requisite mapping of principles of the National Guidelines on Responsible Business Conduct to fulfil the requirements of the BRR as per SEBI’s directive. The Report which forms a part of the Annual Report as “Annexure VII”, can along with all the related policies, be also viewed on the Company’s website http://www.lloyds.in/

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink http://www.lloyds.in/

LISTING FEES

The listing fees payable for the F.Y. 2022-23 has been paid to BSE Limited and Metropolitan Stock Exchange of India Limited within due date.

CREDIT RATING

Your Company’s credit ratings, as on March 31, 2022, obtained from Brickwork Ratings are as follows:

Facility	Amount ('' In crores)		Tenure	Rating*
	Previous	Present		Previous (May, 2020)A	Present
Fund Based	95	100	Long Term	BWR BBB- / Stable (Re-affirmed)	BWR BBB / Stable
Non-Fund Based	5	-	Short Term	BWR A3 (Re-affirmed)	BWR A3 (Withdrawn)
Total	100	100	Rupees One hundred crores Only

*Please refer to BWR website www.brickworkratings.com for definition of the rating assigned ^ARating was moved to the Not Reviewed Category in May, 2021

ACKNOWLEDGEMENT

Your Directors’ place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors’ wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors Lloyds Metals and Energy Limited

Mukesh Gupta Chairman DIN:00028347

Date: 29^thApril, 2022 Place: Mumbai

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Mar 31, 2019

Dear Members,

The Directors are pleased to present the Company’s Forty Second Annual Report and the Company’s Audited Financial Statement for the financial year ended 31^st March, 2019.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

Figures in Rs. Lakhs

Particulars	Current Year	Previous Year
	2018-19	2017-18
Revenue from operations	47,281.72	41,467.90
Other Income	3,084.20	2,468.34
Total Income	50,365.92	43,936.24
Profit before Finance Cost, Depreciation & Amortisation Expenses and Tax Expenses	4,659.87	4,112.80
Less : Finance Cost	1,088.72	1,041.38
Depreciation	1,507.82	1,368.01
Exceptional Items	-	-
Profit/(Loss) before tax	2,063.33	1,703.41
Less : Provision for taxation	-	-
Net Profit/ (Loss) after Tax	2,063.33	1,703.41
Add: Other Comprehensive Income (Net of taxes)	25.70	(22.36)
Total Comprehensive Income (Net of taxes)	2,089.03	1,681.05

Review of Operations

The total income of the Company was Rs. 50,365.92 Lakhs during the year as against Rs. 43,936.24 Lakhs in the previous year. The Company has reported net profit of Rs. 2,063.33 Lakhs during the year under review as against profit of Rs. 1,703.41 Lakhs in the previous year.

Setting-Up of Proposed Mineral Based Steel Plant at Konsari

The Company is awaiting necessary permissions / registrations / approvals / environmental clearance from the concerned department of the state, as per the existing policies / rules and regulations of the Government of Maharashtra required for setting up a new plant. The Company is expected to receive all clearances in coming months. The Company has received offer letter from Industries Department regarding financial incentives i.e. Industrial Promotion Subsidy, Exemption of Electricity Duty etc. from the Government of Maharashtra under Package Scheme of Incentives.

Iron Ore Mining Activities

The Iron ore mining activities are carried out regularly at the Surjagarh area of Gadchiroli district. Due to security issues, mining takes place under police protection at Surjagarh.

The Company is at present undertaking only surface mining and the entire mined Iron Ore is used for captive consumption. The Company plans to start open Cast Mining as per the mining plan. To get sizeable quantity advanced machinery is being deployed for excavation.

The iron ore production for the financial year 2018-19 is 1,68,603.37 metric tonnes. We have environmental clearance of 3 million tonnes p.a. The Company is taking all the effective steps to double the iron ore production for the financial year 2019-20, and hopeful of achieving it provided the requisite security is provided by police.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate its financial statements for the year ended 31^st March, 2019 as the Company does not have any subsidiary, associates and joint ventures companies.

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31^st March, 2019.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the financial year under review, there is no change in the capital structure of the Company and accordingly, the paid-up share capital of the company stand at Rs. 22,25,82,580 as on 31^st March, 2019.

DEMATERIALIZATION OF SHARES

As on 31^st March 2019, there were approximately 21,80,33,920 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 97.96% of the paid-up capital of the Company.

EMPLOYEE STOCK OPTION SCHEME 2017

The Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated ‘Lloyds Metals And Energy Limited Employee Stock Option Plan - 2017 (‘LMEL ESOP, 2017’) for grant of a maximum of 1,11,29,129 stock options to the eligible employees of the Company. During the year 2018-19, the Nomination and Remuneration Committee of the Company has granted 66,66,640 stock options to the eligible employees of the Company.

The Company has received a certificate from the auditors of the Company that the ‘LMEL ESOP, 2017’ have been implemented in accordance with the SEBI regulations and as per the resolution passed by the members of the Company. The necessary disclosure pursuant to section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employee Stock Option Scheme of the Company is available at Company’s website i.e https://lloyds.in/announcements/

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Mukesh Gupta (DIN 00028347)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Devidas Kambale (DIN 00020656)

Mr. Devidas Kambale, an Independent Director of the Company will be completing his present term on 29^th July, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Mr. Devidas Kambale as an Independent Director of the Company for a further term of five years w.e.f. 30^th July, 2019 to 29^th July, 2024.

Jagannath Dange (DIN 01569430)

Mr. Jagannath Dange, an Independent Director of the Company will be completing his present term on 29^th July, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Mr. Jagannath Dange as an Independent Director of the Company for a further term of five years w.e.f. 30^th July, 2019 to 29^th July, 2024.

Dr. Balram Singh (DIN 02843001)

Dr. Balram Singh, an Independent Director of the Company will be completing his present term on 28^th December, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has reappointed Dr. Balram Singh as an Independent Director of the Company for a further term of five years w.e.f. 29^th December, 2019 to 28^th December, 2024. Dr. Balram Singh will attain the age of 75 years on 01^st January, 2020, hence in terms of amended Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, it is also proposed to obtain the Members approval at the ensuing Annual General Meeting for the continuation of his directorship from 01^st January, 2020 to 28^th December, 2024.

Bhagyam Ramani (DIN 00107097)

Mrs. Bhagyam Ramani, an Independent Director of the Company will be completing her present term on 28^th December, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors subject to the approval of shareholders in the ensuing Annual General Meeting has re-appointed Mrs. Bhagyam Ramani as an Independent Director of the Company for a further term of five years w.e.f. 29^th December, 2019 to 28^th December, 2024.

Shantanu Mohapatra (DIN 00176836)

Mr. Shantanu Mohapatra who was appointed as an Independent Director of the Company for a term of five years upto 28^th December, 2019, has attained the age of Seventy five years. In terms of amended Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, it is proposed to obtain the Members approval at the ensuing Annual General Meeting for the continuation of his directorship for the remaining period of his tenure i.e. upto 28^th December, 2019.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31^st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2019 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a ‘going concern’ basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DISCLOSURE RELATED TO BOARD AND COMMITTEES Board Meetings

The Board met 4 times during the financial year 2018-19 on 16^th April, 2018, 30^th July, 2018, 31^st October, 2018 and 31^st January, 2019. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Committees of the Board

As on 31st March, 2019, the Board had 4 (Four) Statutory Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, stating that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements), Regulations 2015

Familiarization Programme for Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which The detail of such familiarization programme can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/familarisation_Programme_for_ID_2018-19.pdf

Meeting of Independent Directors

During the year under review, the Independent Directors met on 31^st January, 2019, 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.

VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.lloyds.in) under the heading “Policies”. The policies are reviewed periodically by the Board and updated based on need and requirements.

Whistle Blower & Vigil Mechanism Policy

In pursuant to regulation 9A(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has revised Whistle Blower Policy to include in its scope any instances related to Insider Trading and has also provided access to the employees of the Company to report the instances of leak of Unpublished Price Sensitive Information or suspected leak of Unpublished Price Sensitive Information. The Company has 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. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Nitesh Tanwar, Company Secretary and Compliance Officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower & Vigil Mechanism Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Wistle-Blower-Policy-Vigil-Mechanism.pdf

Policy for Related Party Transactions

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised the Policy on Related Party Transactions. The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.

The Policy on Related Party Transactions can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Policy-on-Materiality-of-Related-Party-Transaction.pdf

Code of conduct for Director(s) and Senior Management Personnel

The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / non-executive) including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act.

The above Code can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Code-of-conduct.pdf

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/LMEL-Risk-managment-policy.pdf

Nomination and Remuneration Policy

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and Companies (Amendment) Act, 2017, the Company has revised Nomination & Remuneration Policy. The key changes include, inter alia, addition of the definition of senior management along with recommendations about their remuneration.

The Nomination & Remuneration policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel, senior management and other employees. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The Nomination and Remuneration Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Remuneration-Policy.pdf

Policy for Determination of Materiality of an Event or Information

In pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has revised this policy for determination of materiality based events.

The Policy for Determination of Materiality of an Event or Information Policy can be accessed on the Company’s website https://lloyds.in/wp-content/uploads/2017/04/Policy-for-materiality-of-event.pdf.

Policy on Preservation of Documents

In pursuant to Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the policy on preservation of the documents.

The Policy on Preservation of Documents can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Policy-for-preservation-of-Documents.pdf

Insider Trading -Code of Conduct

In pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019 the Company has adopted revised Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner.

The above Insider Trading -Code of Conduct can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/01.pdf

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”)

The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”) can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/02.pdf

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information was revised pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 to include therein the policy for determination of “Legitimate purposes for sharing UPSI”.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/03.pdf

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy (hereinafter “CSR Policy) of the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the CSR Rules. The CSR policy serves as the referral document for all CSR-related activities at the Company. CSR Policy relates to the activities to be undertaken by the Company as specified in schedule VII and other amendments/circulars thereon to the Companies Act, 2013

The CSR Policy can be accessed on the Company’s website at https://lloyds.in/wp-content/uploads/2017/04/Corporate-Social-Responsibility-Policy.pdf

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Committee consists of Mr. Mukesh Gupta as Chairman and Dr. Balram Singh and Mr. Rajesh Gupta as members. The disclosures with respect to CSR activities are given in “Annexure II”.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance, together with a certificate from the Company’s Statutory Auditors, forms part of this Report.

AUDITORS

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company to be held in the year 2022. Further the shareholders approval has been accorded in the AGM held on 19^th September, 2017.

Further provision of ratification of appointment of statutory auditor every year has been omitted by the Companies (Amendment) Act, 2017. Therefore ratification of auditor is not required although your Company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2019-20.

Statutory Audit Report

During the financial year 2018-19 there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2019 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Saurabh Arora & Co., Practicing Company Secretary (Membership No. ACS 43368, CP No. 19371) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2019-20.

Secretarial Audit Report

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. K. C. Nevatia & Associates, a firm of Company Secretaries, in Form MR-3 for the FY 2018-19 is annexed hereto marked as “Annexure VI” and forms part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.

The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2019-20 at a remuneration of Rs. 30,000/- per annum and reimbursement of out of pocket expenses if any. As required under the Companies Act, 2013 a Resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting.

Cost Audit Report

The Cost audit report for the financial year 2017-18 was filed with the Ministry of Corporate Affairs.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

During the year under review, the company has not made any investment or given any loan to any person or other body corporate or given any guarantee or provided any security in connection with a loan to any other body corporate or person.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements or transactions with related party referred to in section 188 of the Companies Act, 2013, in the prescribed form AOC-2, are enclosed with this report as “Annexure III”.

There were no materially significant related party transactions entered by the Company which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval. The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in Note No. 31 to the Audited Financial Statement of Company forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as “Annexure IV” and forms part of this report.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as “Annexure- I” and forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return for the Financial Year 201819 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as “Annexure V” and forms part of this report.

LISTING FEES

The listing fees payable for the financial year 2019-2020 have been paid to Bombay Stock Exchange and Metropolitan Stock Exchange of India Limited within due date.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors

Sd/-

Mukesh Gupta

Date: 25^th April, 2019 Chairman

Place: Mumbai DIN: 00028347

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the Company’s Forty-First (41^st) Annual Report and the Company’s Audited Financial Statement for the financial year ended 31 ^st March, 2018.

1. FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized below:

(Rs. in Lakhs)

Particulars	Current Year 2017-18	Previous Year 2016-17
Income from	42,327.11	40,099.27
Operations
Other Income	2,468.34	1,392.12
Total Income :	44,795.45	41,491.39
Profit before Interest,
Depreciation & Tax	4,112.80	2,879.05
Less : Finance Cost	1,041.38	1,016.39
Depreciation	1,368.01	1,297.34
Exceptional	00.00	00.00
Items
Profit/(Loss) before tax	1,703.41	557.20
Less : Tax Provision	-	-
Net Profit/ (Loss) after	1,703.41	557.20
Tax

2. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

Your Company had adopted IND AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the relevant provisions of the Companies Act, 2013 (‘’the Act’’) and guidelines issued by the Securities and Exchange Board of India (“SEBI”). Your Company has published Ind AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017.

3. OPERATIONS AND OVERALL PERFORMANCE Sponge iron Industries Scenario

India was the world’s third-largest steel producer in 2017. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India’s manufacturing output.

The Indian steel industry is very modern with state-of-the-art steel mills. It has always strived for continuous modernization and up-gradation of older plants and higher energy efficiency levels. Indian steel industries are classified into three categories such as major producers, main producers and secondary producers.

India’s crude steel output grew 5.87 per cent year-on-year to 101.227 million tonnes (MT) in Cy 2017. Crude steel production reached 93.183 MT during April-February 2017-18. India’s finished steel exports rose 102.1 per cent to 8.24 MT, while imports fell by 36.6 per cent to 7.42 MT in 2016-17. Exports and Imports of iron and steel stood at 14.6 MT and 13.1 MT during April-February 2017-18, respectively. Total consumption of finished steel stood at 81.943 MT during April-February 2017-18. Steel industry and its associated mining and metallurgy sectors have seen a number of major investments and developments in the recent past.

According to the data released by Department of Industrial Policy and Promotion (DIPP), the Indian metallurgical industries attracted Foreign Direct Investments (FDI) to the tune of US$ 10.56 billion in the period April 2000-December 2017.

Government of India’s focus on infrastructure and restarting road projects is aiding the boost in demand for steel. Also, further likely acceleration in rural economy and infrastructure is expected to lead to growth in demand for steel.

The Union Cabinet, Government of India has approved the National Steel Policy (NSP) 2017, as it seeks to create a globally competitive steel industry in India. NSP 2017 targets 300 million tonnes (MT) steel-making capacity and 160 kgs per capita steel consumption by 2030.

Metal Scrap Trade Corporation (MSTC) Limited and the Ministry of Steel have jointly launched an e-platform called ''MSTC Metal Mandi'' under the ''Digital India'' initiative, which will facilitate sale of finished and semifinished steel products.

The Ministry of Steel is facilitating setting up of an industry driven Steel Research and Technology Mission of India (SRTMI) in association with the public and private sector steel companies to spearhead research and development activities in the iron and steel industry at an initial corpus of Rs.200 crore (US$ 30 million).

India is expected to overtake Japan to become the world''s second largest steel producer soon, and aims to achieve 300 million tonnes of annual steel production by 2025-30.

India is expected to become the second largest steel producer in the world by 2018, based on increased capacity addition in anticipation of upcoming demand, and the new steel policy, that has been approved by the Union Cabinet in May 2017, is expected to boost India''s steel production. Huge scope for growth is offered by India’s comparatively low per capita steel consumption and the expected rise in consumption due to increased infrastructure construction and the thriving automobile and railways sectors.

Power Industries Scenario

Power is one of the most critical components of infrastructure crucial for the economic growth and welfare of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy. India’s power sector is one of the most diversified in the world. Sources of power generation range from conventional sources such as coal, lignite, natural gas, oil, hydro and nuclear power to viable non-conventional sources such as wind, solar, and agricultural and domestic waste. Electricity demand in the country has increased rapidly and is expected to rise further in the years to come. In order to meet the increasing demand for electricity in the country, massive addition to the installed generating capacity is required.

India ranks third among 40 countries in EY’s Renewable Energy Country Attractiveness Index, on back of strong focus by the government on promoting renewable energy and implementation of projects in a time bound manner. India has moved up 73 spots to rank 26^th in the World Bank''s list of electricity accessibility in 2017.

In September 2017, the Government of India launched the Saubhagya scheme to provide electricity connections to over 40 million families in rural and urban areas by December 2018 at a cost of US$ 2.5 billion. Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of India’s focus on attaining ‘Power for all’ has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower).

Total installed capacity of power stations in India stood at 3,34,146.91 Megawatt (MW) as on February, 2018. The Ministry of Power has set a target of 1,229.4 billion units (BU) of electricity to be generated in the financial year 2017-18, which is 50 BU’s higher than the target for 2016-17. The annual growth rate in renewable energy generation has been estimated to be 27 per cent and 18 per cent for conventional energy.

The total estimated potential of tidal energy in India is about 8,000 megawatt (MW), of which 7,000 MW is in the Gulf of Kambhat, 1,200 Mw is in the Gulf of Kutch and 100 MW in the Gangetic Delta. The number of small hydro power projects set up in India stood at 1,085 with total installed capacity of 4,399.355 megawatt (MW) as of November 30, 2017.

REVIEW OF OPERATIONS

The Total Income of the Company was Rs.447.95 crores during the year as against Rs.414.91 crores in the previous year, showed increased or decreased of 7.96%. The Company has reported net profit of Rs.17.03 crores during the year under review as against profit of Rs.5.57 crores in the previous year.

SETTING-UP MINERAL BASED STEEL PLANT

The Company during the period under review has in the process of setting-up mineral based steel plant proposed to be setup at Konsari Village, Chamroshi Tehsil, Gadchiroli District for manufacturing of Sponge Iron, Electric Power Generation with Waste Heat Recovery Boiler, Crushing and Screening of Iron Ore, Pelletisation of Iron Ore and Beneficiation of Iron Ore. In this regard the company signed as memorandum of undertaking on 15.02.2018 with Government of Maharashtra during the Magnetic Maharashtra Convergence - 2018. By this Memorandum of Undertaking the Company has agreed to make an investment of Rs.700 Crores provided that the Government of Maharashtra will facilitate the Company to obtain necessary permission / registrations / approvals / clearances / fiscal incentives etc. from the concerned department of the state, as per the existing policies / rules and regulations of the Government of Maharashtra and the expected date of commencement of initial production would be 30^th June, 2020.

IRON ORE MINING ACTIVITIES

In respect of Iron ore mining activities, the Company has resumed the iron ore mining operations and mining activities are carried out regularly at the Surjagarh area of Gadchiroli district that was stopped for the rainy season, as rains often hamper mobility in the remote district. Due to Naxalites'' threat mining takes place under police protection at Surjagarh. Around 200 strong force is deployed in the area to ensure safe transport of iron ore from the mines. The Company has received all the necessary approval from the concerned authority and 20 years mining lease is now in principal extended upto 50 years and we are awaiting for the formal signing lease agreement.

As per the mining report, the mining reserve is around 90 Million MT and Minable reserve is around 68 Million MT. Government of Maharashtra has supported us in every possible manner because this is the first mining in the Gadchiroli district and road is being developed from mine to main road.

The Company is at present undertaking only surface mining and the entire mined Iron Ore is used for captive consumption. It also has plans to start a Sponge Iron plant in the Gadchiroli district. Iron ore which is the raw material will be sourced from the Surjagarh mine.

However, in order to start the plant, the company needs to have an assured supply from the mine first. At present only Float ore mining is done and shortly open Cast Mining will commence as per the mining plan. To get sizeable quantity advanced machinery will have to be deployed for excavation.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 1,71,320 MT against 1,83,007 MT in the previous year showing decrease of 6.82%. The total income of the division was Rs.347.37 Crores (including trading) as against Rs.342.12 Crores during the previous year, showing increase of 7.21% as a result increase in trading of Steel and realization of high price of sponge iron.

POWER DIVISION

The production of the division was 24.59 MWH during the year under review as compared to 23.54 MWH for the previous year. The total income of the division was Rs.63.83 Crores during the year under review as against Rs.63.46 Crores during the previous year showing an increase of 0.59%.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plant. The Company’s plant complies with all norms set up for clean & better environment by Competent Authorities.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The management of Lloyds Metals and Energy Limited presents its analysis report covering performance and outlook of the Company. The core business of the Company is manufacturing of sponge Iron and generation / distribution of Power. The management accepts responsibility for integrity and objectivity of the financial statements.

a) Industry structure and development: Industry structure and development: Sponge iron is an intermediate product; a source of metallic’s for the secondary steel making through EAF or EOF/IF route. Other sources of metallics are either steel scrap and hot metal produced in the blast furnace. Steel scrap becomes a direct substitute of sponge iron; since both of them are tradable commodities, unlike hot metal.

Further, sponge iron industry is also classified into two categories (i) gas based and (ii) coal based using coal as reductant. Lloyds Metals and Energy Limited is a coal based sponge iron producer.

b) Opportunities and threats: Opportunities abound in growing economies and opening of economy in India has created opportunities for India enterprise to move beyond national boundaries as well to create productive assets. Presently, the Company is consolidating its gains out of creating additional production capabilities.

Competition in Steel industry is escalating and technological changes will spur or drag the forward march of individual units in steel industry. Supply side could also be an issue in next few years because of increase in production capacity by steel industry in India and expression of interest by foreign companies to set up new steel making units. However, coming years are also going to witness substantial additions particularly in the Asian regions. The Company’s thrust on improving productivity and reducing cost of production will, in such a scenario, help in forging ahead in globally competitive environment.

c) Segment-wise performance: The Company is operating two segments, Iron and Steel and Power Generation. Segment Wise results are given at Note No. 33 of significant accounting policies & notes to financial statements. The Company has no activity outside India.

d) Outlook: The basic aim of the Company is to be able to produce Sponge Iron and Steel Products as per market requirements and be able to manage market trends to its advantage. “Opportunities abound in growing economies and opening of economy in India has created opportunities for Indian enterprise to move beyond national boundaries as well to create productive assets”.

The Company is currently engaged in steel and steel related products activity and is looking for new avenues of business in various areas like infrastructure and trading. Since Infrastructure has linkages to other industries like cement, brick and steel through backward and forward linkages. The outlook for the industry looks reasonable, since India has good iron ore deposits, skilled manpower and growing demand for steel. The improved demand is expected to continue in the current fiscal as well on the back of ongoing government funded infrastructure projects. In spite of a downturn in the Global Steel demand, Indian steel demand could survive showing a upward trend, setting a road ahead for the growth of the domestic steel industry in the long run. The upward trend is expected to be continued on account of fiscal measures taken by the Government such as infusion of funds for development of infrastructure sector, introduction of stimulus packages for revival of industry besides factors like increase in consumption and production of steel, upcoming infrastructure and Greenfield projects, stabilization of prices etc. The National Steel Policy has a target for taking Indian Steel production upto 110 MT by 2019-20.

e) Risk and concerns: Global economic uncertainties have affected India’s economy, Key risks synonymous to industry include the global recessionary trend, economic slowdown, increase in financial charges, non-availability (or undue increase in cost) of raw materials, such as , iron ore, coal and labour etc., coupled with market fluctuations. The Company does not apprehend any inherent risk in the long run, with the exception of certain primary concerns that have afflicted the progress of our industry in general, like:

- Shortage of Labour

- Rising manpower and material costs,

- Approvals and procedural difficulties.

- Lack of adequate sources of finance.

Apart from this Industry is highly labour intensive and is subject to stringent labour laws. Your Company has identified the major thrust areas to concentrate on, which it believes to be critical to achievement of organizational goals. Company annually re-views the ‘List of Risk Area’ to identify potential business threats and suitable corrective actions are initiated. Confirmations of compliance with appropriate statutory requirements are obtained from the respective units/divisions. Corporate Governance Policy clearly laying down roles, duties and responsibilities of various entities in relation to risk management is in place.

f) Mitigation of Risks: The Company in order to mitigate the risks, threats and concerns, is taking necessary short term and long term steps like exploring Open Access Market for sale of power, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long term.

g) Internal control system and Audit: The Company believes in systematic working and placing of proper checks. Proper systems are in place and regular reviews are held at higher levels to check efficacy and relevance of these systems. These reviews also prescribe changes wherever required. The internal auditors of the company conducts audit of various department and areas. Their reports are placed before the Audit Committee, which reviews these reports and comments/suggestions of the Internal Auditors. The Audit Committee also oversees financial systems/procedures and internal controls and is competent to call for any information/ document from any department.

h) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ‘Financial Performance’ & Operations and Overall Performance’ in the current year.

i) Human resources and industrial relations: Human Resources Department (“HRD”) works continuously for maintaining healthy working relationship with the workers and other staff members. The underlying principle is that workers and staff at all levels are equally instrumental in attaining the Company’s goals. Training programmes are regularly conducted to update their skills and apprise them of latest techniques. Senior management is easily accessible for counseling and redressal of grievances. The HR department continuously strives to maintain and promote harmony and co-ordination among workers, staff and members of the senior management. The total number of employees as on 31^st March, 2018 was 334.

Cautionary Statement: The Management Discussions and Analysis describe Company’s projections, expectations or predictions and are forward looking statements’ within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

5. DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any dividend for the year ended 31^st March, 2018.

6. TRANSFER TO RESERVES

During the year under review, no amount was transferred to general reserves.

7. SHARE CAPITAL

During the financial year under review, there is no change in the Capital Structure of the Company and accordingly, the Issued, Subscribed and paid-up Share Capital of the Company stand at Rs. 22,25,82,580 as on 31^st March, 2018

8. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF

During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

9. PUBLIC DEPOSIT

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2017 are required to be given or provided.

10. SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not having any subsidiary Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the composition of the Board of Directors during the reporting period, however, the Board has re-appointed Mr. Babulal Agarwal as Managing Director with revision/ modification in the existing remuneration with the consent of the shareholders accorded in last AGM held on 19^th September, 2017. Further, Mr. Rajesh R. Gupta (DIN: 00028379), Non-Executive and promoter Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The following are the Key Managerial Personnel of the Company:

Mr. Babulal Agarwal - Managing Director

Mr. Riyaz Shaikh - Chief Financial Officer

Mr. Nitesh Tanwar - Company Secretary

During the year 2017-18, there were no changes in Key Managerial Personnel of the Company.

a) Declaration by Independent Directors: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Familiarization Programme for Independent Directors: The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during last fiscal are available on the website of the Company (www.lloyds.in). However during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors.

12. ESOP /STOCK APPRECIATION RIGHTS SCHEMES

Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 : The Members of the Company at their 40^th Annual General Meeting held on September 19, 2017 approved the Lloyds Metals and Energy Limited Employee Stock Option Plan 2017 (“the Scheme”) for the benefit to the present and /or future permanent employees of the Company including its holding and subsidiaries, in accordance with the applicable laws. The scheme will be implemented via Trust Route wherein the Company will issue and allot fresh 1,11,29,129 Equity Shares i.e 5% of current paid-up share capital of the Company as on 31^st March, 2017 to trust and the trust will transfer the shares to the Employees who successfully exercised their vested options.

Later on the scheme was ratified by the shareholder through Postal Ballot and result of same was announced on 08^th March, 2018. The scheme has become effective from date of approval of members of the Company for ratification of the scheme. The Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of your Company is entrusted with the responsibility of administering the plan and during the financial year 2017-18 and the committee has not granted any stock option in pursuance thereof.

13. DISCLOSURE RELATED TO BOARD AND CORPORATE GOVERNANCE

a) Number of Meeting of the Board: The Board met 5 (Five) times during financial year 2017-18 viz. 12^th April, 2017; 18^th July, 2017; 07^th August, 2017; 25^th October, 2017 and 22^nd January, 2018. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

b) Committees of the Board: The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of Company, for sake of brevity, which forms part of this Annual Report.

c) Corporate Governance: The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed hereto marked as ‘Annexure-D’ and forms part of this report.

d) Performance evaluation of the Board and it’s Committee(s): The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e) Meeting of Independent Directors: During the year under review, the Independent Directors met on 22^nd January, 2018, inter alia, to:

a) Review the performance of Non Independent Directors, and the Board of Directors as a whole;

b) Review the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

c) Assess the quality, content and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors have been adopted and put into force.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGES EARNING AND OUTGO

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is annexed hereto marked as ‘Annexure-A’ and forms part of this report.

15. AUDITORS

The matters related to Auditor and their Reports are as under:

(A) Statutory Auditor: Pursuant to Section 139 of the Companies Act, 2013, rules made there under, the Board of Directors on the recommendation of the Audit Committee appointed M/s VSS & Associates, Chartered Accountants (Firm Registration No. 105787W), as the Statutory Auditors of the Company for the period of five financial years from the conclusion of 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the Company to be held in 2022. Further the Shareholders approval has been accorded in last AGM held on 19^th September, 2017.

Further, the provision of ratification of appointment of Statutory Auditor every year has been omitted by the companies (Amendment) act, 2017. Therefore ratification of Auditor is not required, although your company is proposing ratification of auditor in ensuing Annual General Meeting for the financial year 2018-19.

(B) Audit Report: During the Financial Year 201718 there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2018 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

(C) Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board has re-appointed Mr. K. C Nevatia, Practicing Company Secretary (Membership No. FCS 3963 and Certificate of Practice No. 2348) as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2018-19.

(D) Secretarial Audit Report: Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2017-18 is annexed herewith vide ‘Annexure E’ and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f) (ii) of the Companies Act, 2013.

(E) Cost Auditor: As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Manisha & Associates, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs.30,000/- per annum and reimbursement of out of pocket expenses if any. As required under the Companies Act, 2013 a Resolution seeking members approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting. The cost audit report for the financial year 2016-17 was filed with the Ministry of Corporate Affairs.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

1. In the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a ‘going concern’ basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of loans, advances and investments made by Company during the financial year 2017-18 are stated in Note No. 5 to Standalone Audited Financial Statements of Company as annexed to this Annual Report. Company has neither made any investment nor provided any guarantee or Security during the reporting period.

18. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Contract(s) / Transaction (s) /Arrangement(s) entered by Company during F.Y. 2017- 18 were in its ordinary course of business and on arm’s length basis. According to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the Company with the Related Parties which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval, wherever required. Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arm’s length basis, Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, have been stated in Note No. 32 to the Standalone Audited Financial Statement of Company forming part of this Annual Report. The Policy on dealing with Related Party Transactions has been placed on the Company’s website and can be accessed at www.lloyds.in.

19. VARIOUS COMPANY’S POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Company’s website (www.lloyds.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, stakeholders and employees etc. of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics etc.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events	This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy	The policy deals with the retention and archival of corporate records of Company for a particular period, as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Corporate Social Responsibility Policy	The policy outlines the Company’s strategy to bring about a positive impact on society through its activities/ programmes relating to Health, Happy Childhood, Education, Social welfare activities, Hunger eradication, Environmental Sustainability, Promoting Gender Equality, Upliftment for deserving and underprivileged sections of society, Promotion of sport, Art & Culture etc.

Code of	The Policy provides framework for
Conduct for	dealing with the securities of Company
Prohibition	in mandated manner.
of Insider
Trading

20. LISTING OF SHARES

The Equity shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE) and during the period under review the Company has listed its Equity Shares with the Metropolitan Stock Exchange India Limited (MSE) with effect from 18^th September, 2017 vide listing approval letter dated 14^th September, 2017. The listing fees payable for the financial year 2018-2019 will be paid to both the Stock Exchanges (BSE & MSE) within due dates.

21. DEMATERIALIZATION OF SHARES

As on 31^st March 2018, there were approximately 21,76,99,220 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 97.81% of the total issued, subscribed and paid-up capital of the Company.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Provision of Section 135(2) read with Schedule VII of the Companies Act, 2013, pertaining to Corporate Social Responsibility are applicable to our Company from financial year 2017-18 though the company is not required to spend 2% of average profit of last 3 years as the company has average net loss for last 3 Financial Years. Despite of that your Company has voluntarily spend some amount on the CSR activities during the period under review. The Details pertaining to the Corporate Social Responsibility (CSR) activities together with details of expenditure is enclosed herewith as ‘Annexure - B’ and the same is attached to this Report.

23. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return as on 31^st March, 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) is furnished in the ‘Annexure-C’ attached to this report, which forms an integral part of this report.

24. PERSONNEL/PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide ‘Annexure-F’ and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of the Company and the same shall be provided on such request.

25. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

Your Director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. INVESTOR SERVICES

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

29. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2017-18:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. I ssue of Equity Shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat Equity Shares and ESOP) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by the employees of Company.

e. Neither the Managing Director nor Chief Financial Officer of the Company receive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Company’s operations in future.

g. There was no revision of the financial statements of the Company during Financial Year 2017-18.

h. No fraud has been reported by the Auditor in their Audit Report for F.Y. 2017-18, hence the disclosure u/s 134(3) (ca) is not applicable.

30. ENCLOSURES

a) Annexure-A : Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo;

b) Annexure-B : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;

c) Annexure-C: Extract of Annual Return as of 31^st March, 2018 in the prescribed Form No. MGT-9.;

d) Annexure-D : Corporate Governance Report;

e) Annexure-E: Secretarial Auditors Report in Form No. MR-3;

f) Annexure-F: Details of personnel/particulars of employees.

31. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board of Directors

For Lloyds Metals and Energy Limited

Date: 16^th April, 2018 Mukesh R. Gupta

Place: Mumbai Chairman

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Eighth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (Rs in Lacs Current Year Previous Year 2014-15 2013-14

Sales ( Net ) 63,891.58 56,774.61

Other Income 2,242.46 1,667.66

Total Income 66,134.04 58,442.27

Profit before Interest, (395.02) (855.96)

Depreciation & Tax

Less : Finance Cost 619.63 715.86

Depreciation 1,067.19 2,672.75

Profit/(Loss) before tax (2,081.84) (4,244.57)

Less : Tax Provision - -

Net Profit/ (Loss) after Tax (2,081.84) (4,244.57)

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the year ended 31st March, 2015.

OPERATIONS AND OVERALL PERFORMANCE

Global steel demand grows slower than the global GDP, as a result of the weakness in the emerging world. Global Steel demand grew at a moderate pace of 2% in spite of subdued economy worldwide on the back of improvement of output in the European market, United States and Japan which has partly set off the downturn in China, a world's largest steel maker, which moved from an investment to service-driven economy.

Steel imports by India surged by a whopping 71% to touch a record high of 9.31 million tonne in 2014-15, putting pressure on the already squeezed margins of domestic firms. Steelmakers in India, which remained a net importer of steel for the year, have been on the wrong foot for quite some time now, mainly due to dearer raw materials while their counterparts in China, Japan and Russia took advantage of lower iron ore prices and in some cases, sops offered by the Government. India had imported 7.38 MT of steel in 2009-10, 6.66 MT in 2010-11, 6.86 MT in 2011-12, 7.93 MT in 2012-13 and 5.45 MT in 2013-14.

Exports, however, have been at slower pace than imports, especially in more recent years. Shipments of steel stood at 3.25 MT in 2009-10 and 5.98 MT in 2013-14, only to plunge 8% to 5.5 MT last fiscal. Due to rising imports from countries like China, Japan and Russia, domestic steel industry is struggling to retain margins. Cost structure in these countries has significantly come down because of fall in the prices of iron ore and depreciation of their currencies against dollar. So in dollar terms, their cost of production has come down.

The problem of the domestic steel industry got compounded with the subdued demand. Though the last fiscal was better compared to the previous one, it still remains below potential. Real consumption of the alloy grew by 3.1% to stand at 76.35 MT in the last fiscal compared to 59.34 MT in 2009- 10, 66.42 MT in 2010-11, 71.02 MT in 2011-12, 73.48 MT in 2012-13, 74.09 MT in 2013-14.

However, pinning hopes of a better demand days ahead, they continue to raise their output. Production for sale saw a steady rise to 88.12 MT in 2014-15 from 60.62 MT in 2009-10, 68.62 MT in 2010-11, 75.69 MT in 2011-12, 81.68 MT in 2012-13 and 87.67 MT in 2013-14.

India remained to be the world's largest producer of Direct Reduced Iron (DRI) or sponge iron with a host of coal based units, located in the mineral - rich states of the country.

Steel Prices, Globally and Domestically witnessed a sustained downside mainly due to overcapacity, cheaper imports, economic conditions and shift towards other substitutes which significantly impacted the steel prices. Steel makers margins have consistently contracted since FY'11 due to overcapacity and demand-supply gap. Margins of steel producers would continue to be under pressure, given the high cost of production on the back of higher input costs and their limited ability to pass on hikes in costs. The credit profile of steel makers to remain weak next fiscal due to their large debt for working capital and capex coupled with modest EBITDA (earnings before interest, taxes, depreciation, and amortization) margins. Global steel prices will continue to trend downward which will inturn, exert tremendous pressure on global contract prices of raw materials such as iron ore and coal. The recovery in the world steel pricing momentum would be driven by a reviving economy, stabilization in the Euro-zone and a rebound in the construction industry in developed countries.

A robust and thriving Power sector is central to India's sustained economic growth. India's power sector has evolved substantially over the last few decades and is now witnessing unprecedented interest and investments across the value chain. With the global economic growth and industrialization, power consumption is escalating rapidly, creating demand for more power and compelling industry players to manage their power portfolio efficiently. In 2014-15 as a whole, total power generation in India grew by 8.5% and it is expected to grow by 8.4% in 2015-16. The power transmission sector in India has not been able to keep pace with the rising power demand and generation capacity in the country. The Indian Power Sector faced a challenging year under review as it juggled with increasing power demand, the poor paying capability of power distribution Companies, inadequate domestic coal/gas availability, an inefficient power tariff mechanism and rising financing costs.

The Total Income of the Company was Rs661.34 Crores during the year as against Rs.584.42 Crores in the previous year, showed increase of 13.16%. The Company has reported Net Loss of Rs.20.82 Crores during the year under review as against loss of Rs.42.45 Crores in the previous year.

The production of Sponge Iron Division during the year under review was 143384 MT against 165631 MT in the previous year showing decrease of 13.43%. The total income of the division was Rs.599.58 Crores (including trading) as against Rs.528.87 Crores during the previous year, showing increase of 13.37% as a result of increase in trading of Steel and realization of higher price of sponge iron.

POWER DIVISION

During the financial year 2010-11, in order to utilize the waste heat and convert into productive energy, the Company has commissioned it's 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The production of the division was 17.10 MWH during the year under review as compared to 17.05 MWH for the previous year. The total income of the division was Rs.39.34 Crores during the year under review as against Rs.38.88 Crores during the previous year showing an increase of 1.17%.

By virtue of issuance of Commercial Circular No. 154 & 156 dated 23rd January, 2012 by Maharashtra State Electricity Distribution Company Limited and other laws and circulars of authority, the scope of distribution/supply/utilization of electricity through Open Access has been expanded. Due to this, the prospectus of the industry is expected to improve in the nearest future. The Company is exploring all the possibilities, strictly adhering to and complying with the parameters and conditions laid down in the said circulars & other laws to utilize the power generated by its power generation unit.

In respect of Iron ore mining activities, the Company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations. However, due to insurrection by Naxals near Surjagarh Iron Ore Mine in which one of the official of the Company was killed, the Mining Operations of the Company at Surjagarh Iron Ore Mine at Surjagarh Village, Gadchiroli District, Maharashtra has been temporarily discontinued w.e.f. July, 2013 and the same facts has been informed to the concerned Govt. Authority. The Company is taking adequate steps to commence mining operations.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Company's' plants comply with all norms set up for clean & better environment by Competent Authorities.

UNFCCC REGISTRATION

The Waste Heat based power plant of the Company has been accorded final registration with UNFCCC as a 'Clean Development Mechanism' (CDM) project activity. The waste heat based power plant generates power using waste heat from flue gases coming out of 4 numbers 100 TPD and 1 number 500 TPD Sponge Iron Kilns. The project involves 5 numbers waste heat recovery boilers.

The reduction in CO2 emission from project facility arises from the displacement of an equivalent amount of electricity to the extent of electricity generated from project activity which would have been otherwise generated and supplied by grid.

The project shall be eligible for 109660 Carbon Emission Reductions (CER) Certificates every year for 10 years duration from 2013-2023.

As per the records of UNFCCC, this is the first large scale project from Sponge Iron industry to be accorded the registration by UNFCCC as per the new methodology ACM 0012 introduced by UNFCCC.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

The Company and its Registrar M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

RESERVES

The Company did not propose to transfer any amount to any reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

1. in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts on a 'going concern' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD MEETINGS

The Board of Directors duly met 4 (four) times respectively on 26th May, 2014, 8th August, 2014, 27th October, 2014 and 21st January, 2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No circular resolutions were passed by the Company during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mukesh R. Gupta (DIN 00028347)

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Mukesh R. Gupta (DIN 00028347), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Mr. Babulal Agarwal (DIN 00029389)

Mr. Babulal Agarwal (DIN 00029389) was reappointed as a Managing Director for a period of three years with effect from 1st January, 2015.

Mr. Jagannath Dange (DIN 01569430)

Mr. Jagannath Dange (DIN 01569430) was appointed as Additional Non Executive Independent Director of the Company w.e.f. 26th May, 2014, subsequently the approval of the shareholders was sought at the Annual General Meeting held on 30th July, 2014.

Dr. B.R. Singh (DIN 02843001) and Mrs. Bhagyam Ramani (DIN 00107097)

Dr. B.R. Singh (DIN 02843001) and Mrs. Bhagyam Ramani (DIN 00107097) were appointed as Additional Non Executive Independent Directors of the Company w.e.f. 27th October, 2014 subsequently approval of the shareholders was accorded through postal ballot, result of which was announced on 29th December, 2014.

Mr. Sonam Bodh (DIN 06731687)

Mr. Sonam Bodh (DIN 06731687), IDBI Nominee Director was withdrawn as Nominee with effect from 25th November, 2014. The board hereby places on record its sincere appreciation for the valuable guidance and meaningful contribution made by Mr. Sonam Bodh as member of the Board/Committees during the period of his association with the Company.

Mr. Nitesh Tanwar

Mr. Nitesh Tanwar was appointed Company Secretary and Compliance Officer of the Company with effect from 21 st January, 2015 in place of Mr. Shyamal Padhiar who resigned with effect from 25th December, 2014.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of Companies Act, 2013.

PERFORMANCE EVALUATION OF THE DIRECTORS

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board.

The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/ her effectiveness;

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details 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 are annexed hereto marked as Annexure "D" and forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of Investments made pursuant to Section 186 of the Companies Act, 2013 are provided in Note 10 to the Financial Statements. The Company has not given any loan or guarantee or provided any security during the year under review.

The Company, by passing a Special Resolution through Postal Ballot on 29th December, 2014, has taken a limit of Rs. 2000 Crores for making investments, giving loans to any person or other body corporate, giving any guarantee or providing any security in connection with any loan to any person or other body corporate and acquiring by way of subscription, purchase or otherwise the securities of any other body corporate.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

Pursuant to Section 188 of the Companies Act, 2013, the Company did not enter into any contracts, transactions or arrangement with any of the related party during the financial year ended 31st March, 2015.

COMMITTEES AND POLICIES

Audit Committee

The Audit Committee was reconstituted as per the requirement of the Companies Act, 2013 and revised clause 49 of the listing agreement. The Committee comprises of Mr. Shantanu Mohapatra as the Chairman and Mr. Mukesh R. Gupta, Mr. B.B. Chadha, Dr. B.R. Singh and Mr. Devidas Kambale as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors. More details on the committee are given in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has a Remuneration Committee which is renamed as Nomination and Remuneration Committee as per revised Clause 49 of the Listing Agreement. The Committee comprises of 1 non-executive promoter and 3 Non-executive Directors namely Mr. Mukesh R. Gupta, Mr. B.B. Chadha, Mr. Devidas Kambale and Dr. B.R. Singh. During the financial year 2014-2015, two meetings of Nomination and Remuneration Committee were held i.e. on 26th May, 2014 and 21st January, 2015.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee (formerly known as Stakeholders' / Investors' Grievance Committee) is reconstituted on 27th October, 2014 in terms of revised clause 49 of Listing Agreement and is entrusted with the responsibility of redressing the shareholders'/ investors' complaints with respect to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Mr. Devidas Kambale and Dr. B.R. Singh as the Members.

Risk Management Committee

The Risk Management Committee of the Company is constituted on 27th October, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Mr. Babulal Agarwal, Mr. Rajesh R. Gupta and Mr. Jagannath Dange as the Members.

Corporate Social Responsibility Committee

Pursuant to Section 135(2) read with Schedule VII of the Companies Act, 2013, the Board of your Company has constituted a CSR Committee. The Committee comprises of Mr. Mukesh R. Gupta as the Chairman and Dr. B.R. Singh and Mr. Rajesh R. Gupta as the members. Your Company has developed a CSR Policy. The CSR Policy has been uploaded on the Company's website at the web link: http://www.llovds. in/policies.html.

Risk Management Policy

The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the new Companies Act, 2013 and revised listing agreement. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company. The Risk Management Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

Remuneration Policy

The Nomination and Remuneration Committee has formulated and implemented "Remuneration policy" in compliance with section 178 of the Companies Act, 2013 read with applicable rules thereto and revised clause 49 of the listing agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Nomination and Remuneration policy as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

Whistle Blower Policy & Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Nitesh Tanwar, Company Secretary and Compliance officer of the Company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is uploaded on the Company's website at the web link: http://www.lloyds.in/policies.html.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, rules made thereunder and subject to approval of the members of the Company at the Annual General Meeting, the Board of directors on the recommendation of the Audit Committee appointed M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W), as the Statutory Auditors of the Company for the period of three financial years commencing from 1st April, 2014 to 31st March, 2017.

The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Todarwal & Todarwal, Chartered Accountants (Firm Registration No.111009W) as the Statutory Auditors. The members are thus requested to ratify the appointment of aforesaid Statutory Auditors for the next financial year 2015- 2016 at the ensuing Annual General Meeting.

As regards Auditors' observation in Point No. 10 of annexure to the Auditors' Report in respect of cash losses and accumulated losses, it is factually correct that the Company has incurred cash losses and the accumulated losses are more than fifty percent during the year due to adverse market conditions.

Cost Auditor

In terms of provisions of Section 148 of the Companies Act, 2013 and in accordance with notification issued by the Ministry of Corporate Affairs, F.No.52 /26/ CAB - 2010 dated 2nd May, 2011, M/s Manisha & Associates, Nagpur, Cost Accountants were appointed as Cost Auditor of the Company for the financial year 2014-15 and they have offered themselves for re-appointment for the financial year 2015-16. The Company has filed Cost Audit Report for the financial year ended 31 st March, 2014 with the Central Government within the time limit prescribed under the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. K. C Nevatia of K. C Nevatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March, 2015. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed hereto marked as Annexure 'B' and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on conservation of energy, technology absorption, foreign exchange earnings and out go, which is required to be given pursuant to the provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of Companies (Account) Rules, 2014 is annexed hereto marked as Annexure 'A' and forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 for the financial year 2014-15 is annexed hereto marked as 'Annexure C' and forms part of this report.

PAYMENT OF ANNUAL LISTING FEES

Shares of the Company are presently listed at BSE Limited, P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto 31st March, 2016 in respect of above stock exchange.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

For and on behalf of the Board

Date : 10th April, 2015 Mukesh R. Gupta Place : Mumbai Chairman

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Mar 31, 2013

The Directors present their 36th Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) Current Year Previous Year 2012-13 2011-12

Sales ( Net ) 75,920.22 100,680.39

Other Income 1,626.29 1,718.94

Total Income : 77,546.51 102,399.33

Profit before Interest, 3,693.33 4,468.97

Depreciation & Tax

Less : Finance Cost 849.93 1,494.59

Depreciation 2,651.85 2,601.15

Profit/(Loss) before tax 191.55 373.23

Less : Tax Provision - -

Net Profit/ (Loss) after Tax 191.55 373.23

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31st March, 2013.

OPERATIONS & OVERALL PERFORMANCE

Global apparent Steel consumption increased 1.7 % in 2012, down sharply from 7.4 % growth in 2011. The growth in the Indian Steel Industry remained muted during the year under review. The total Indian finished Steel consumption registered a marginal growth of 3.7 % compared to last year mainly due to lower demand from steel using industries like automobiles, infrastructures, construction, regulatory hurdles, delays in project execution and weak sentiment through the steel industry globally and in the domestic market. India remained to be the world''s largest producer of Direct Reduced Iron (DRI) or sponge iron with a host of coal based units, located in the mineral - rich states of the country.

Globally, Steel prices improved in the first half of 2012, but declined in the back half due to a glut in imports, oversupply in the market, weak demand and tempering growth in Asia. A sustained downside in steel prices has materially and adversely affected margins of the Steel Companies. High input costs coupled with lower operating margins and high capital charges dented the net margins of the Steel Producers and trend is expected to continue during the current year as well. With the general expectation of modest growth globally and sustained raw material prices, the steel prices would firm up and remain stable in the year ahead.

The Indian Power sector has achieved a lot over the last decade in the areas of policy reforms, private sector participation in generation and transmission, new manufacturing technology and capabilities, but there is still much to achieve and a number of challenges to overcome before the opportunities can be leveraged. The last decade has seen a sea change in India''s Electricity sector, from being 10th largest in the world to 5th largest now..The Power Sector is high on India''s priority as it''s offers tremendous potential for investing companies based on the sheer size of the market and the returns available on investment capital. The challenges in the domestic power sector continued during the year under review. India is facing a Power deficit of around 9 % and this is likely to continue over the next few years. India faced massive power black- outs during the first half of the year due to overdrawing and grid indiscipline. The High fuel prices and low merchant realization has put pressure on operating margins of the power companies, however, the trend is expected to change in the coming years backed by production of renewable energy, revision in tariff structure, coal linkages and reforms announced by the Government to revive power sector.

The Total Income of the Company was Rs. 775.46 crores during the year as against Rs. 1,024.00 crores in the previous year, showed decrease of 32 %. The Company has reported Net profit of Rs. 1.91 crores during the year under review as against Rs. 3.73 crores in the previous year.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 151066 MT against 156698 MT in the previous year showing decrease of 4 %. The total income of the division was Rs. 686.63 Crores as against Rs. 934.15 Crores during the previous year, showing decrease of 36 %.

POWER DIVISION

During the financial year 2010-11, in order to utilize the waste heat and convert into productive energy, the Company has commissioned it''s 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The production of the division was 23.96 MWH during the year under review as compared to 24.54 MWH for the previous year. The total income of the division was Rs. 72.57 Crores during the year under review as against Rs. 72.65 Crores during the previous year.

By virtue of issuance of Commercial Circular No. 154 & 156 dated 23.01.2012 by Maharashtra State Electricity Distribution Company Limited and other laws and circulars of authority, the scope of distribution/supply/utilization of electricity through Open Access has been expanded. The company is exploring all the possibilities, strictly adhering to and complying with the parameters and conditions laid down in the said circulars & other laws to utilize the power generated by its power generation unit.

In respect of Iron ore mining activities, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations have commenced on trial basis.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Company''s'' plants comply with all norms set up for clean & better environment by Competent Authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is manufacturing / marketing of Iron and Steel and generation / distribution of Power. The Management discussions and analysis is given hereunder :-

a) Industry structure and development: The growth of the Domestic Steel Industry remained subdued on account of slow down in demand from the key consuming sectors and limited iron ore availability. The demand for the steel in domestic industry is expected to remain modest. Global steel demand is also expected to improve gradually as compared to previous year levels. Being one of the fastest growing economics and the second largest populated country, India represents an attractive destination for the Power industry. The working age population is increasing at a rapid pace, thereby creating a strong demand for electricity. India will continue to need large new investments in electricity to meet demands of a fast developing economy, and a population that is growing in size, income and expectations.

b) Opportunities and threats: The growth potential in the Indian Steel industry is optimistic in years to come riding on factors such as High Growth of Economy, availability of Iron Ore and Coal, availability of technical expertise at a cheaper cost, availability of metallurgical knowledge and untapped potential in the rural markets. The main challenges to the industry are Land Acquisition issues, Mineral Security, Environmental Issues and Technological challenges.

Reforms such as the Electricity Act and National Electricity Policy will provide the necessary impetus to the Indian Power Sector. The new tariff norms for power utilities announced by the Central Electricity Regulatory Commission ( CERC) for the period FY 2009-14 will have an overall positive impact on the profitability of the power sector.The key problems hindering the growth of the power sector are lack of land availability, Coal shortages, fuel availability, environment, forest clearances.

c) Segment-wise performance: The Company is operating two segments, Iron and Steel and Power Generation. Segment Wise results are given at Note No. 15 under ''Notes to the Accounts'' forming part of balance sheet. The Company has no activity outside India.

d) Outlook: With a series of mega projects, either being implemented or at the proposal stage and domestic economy carrying forward the reform process further, the future of the Indian Steel industry looks optimistic.

There is strong growth opportunity in power generation led by exponential growth in economy, increasing prosperity for electricity consumption and urbanisation.

e) Risk and concerns: Steel Industry always runs risk of Industry cycle. The Company is continuously monitoring the supply management practices, Technological obsolescence, input prices, price sensitivity and demand volatility are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient. The risks faced by the Power sector are irregular tariff structures, fuel availability, project execution, land acquisition, financial assistance and environment clearance etc. The Company is taking proper actions against the possible industry risks which may affect the business activities of the Company.

f) Mitigation of Risks: The Company in order to mitigate the risks, threats and concerns, is taking necessary short term and long term steps like exploring Open Access Market for sale of power, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long term.

g) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions. The Company has appointed an Internal Auditor who reports to the Managing Director and Audit Committee of the Board. The Internal Auditor conducts quarterly audits to ensure that the Company''s control systems are adequately followed and all statutory requirements are complied with.

h) Discussion on financial performance with respect to operating performance : The operating performance of the Company has been discussed in Directors Report under the head ''Financial Highlights'' & ''Operations and Overall Performance'' in the current year.

i) Human resources and industrial relations : During the year under review the Employee/ Industrial relations remained harmonious. Steps were taken continuously by the Company for training its employees in various disciplines. Number of employees as on 31st March, 2013 was 444.

j) Cautionary Statement : The Management Discussions and Analysis describe Company''s projections, expectations or predictions and are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, including the Financial Information relating to subsidiary Company M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Shantanu Mohaoatra and Shri Mukesh Gupta, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditor''s Certificate on its compliance are annexed hereto and forms part of this Annual Report.

STATUTORY AUDITORS & AUDITORS'' REPORT

The members are requested to appoint Auditors for the next financial year 2013-2014.

COST AUDITORS

In terms of provisions of Section 233B(2) of the Companies Act,1956 and in accordance with notification issued by the Ministry Of Corporate Affairs, F.No.52 /26 / CAB - 2010 dated 02.05.2011, M/s Manisha & Associates, Nagpur, Cost Accountants was appointed as Cost Auditor of the Company for the financial year 2012-13 and offered themselves for re- appointment for the financial year 2013-14 subject to approval of the Central Government. The Company has filed Cost Audit Report for the financial year ended 31.03.2012 with the Central Government within the time limit prescribed under the Companies Act,1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''A'' forming part of this report.

PARTICULARS OF EMPLOYEES

The Company does not have any employees, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers, Vendors and Members during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Dated : 21.05.2013 Mukesh R Gupta

Place : Mumbai Chairman

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Mar 31, 2011

The Directors present their 34th Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year 2010-11 2009-10 Sales ( Net ) 68999.73 56789.42

Other Income 2325.73 917.89

Total Income : 71325.46 57707.31

Profit before Interest, Depreciation & Tax 4542.86 4351.97

Less : Interest & Finance Charges 689.57 883.05

Depreciation 1991.80 1680.05

Profit/(Loss) before tax 1861.49 1788.87

Less : Tax Provision - -

Profit/(Loss) after Tax 1861.49 1788.87

Less : Prior Period Expenses 1.01 2.10

Net Profit/ (Loss) 1860.48 1786.77

Profit / (Loss) b/f from previous year 60.38 (1726.39)

Balance Carried Forward 1920.86 60.38

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31st March, 2011.

OPERATIONS & OVERALL PERFORMANCE

World Steel consumption has shown a remarkable recovery during the last year. The Indian Steel Industry has been on a high growth trajectory led by buoyancy in sectors such as infrastructure and construction, oil and gas and automobiles during the year under review on back of finished steel consumption showing an increase of around 8 %. India has maintained its position as the worlds largest producer of DRI / Sponge Iron. During the last few years, the demand growth has been more then supply growth. The lag in supply growth was mainly due to delay in statutory clearances, land acquisition issues and lack of new raw material linkages. Globally, the Steel prices has softened during the first quarter due to increase in supply and slowdown in inventory restocking but showed a rising trend during the last quarter. The High raw material cost coupled with increasing operational cost has put pressure on operating margins of the Steel Companies in the later half and trend is expected to continue during the current year as well.

The Total Income of the Company was Rs. 713.25 crores during the year as against Rs.577.07 crores in the previous year, showed an increase of 24 %. The Company has reported Net profit of Rs.18.61 crores during the year under review as against Rs. 17.87 crores in the previous year.

SPONGE IRON DIVISION

The production of Sponge Iron Division during the year under review was 186882 MT against 168144 MT in the previous year showing a growth of 11%. The total income of the division was Rs.656.95 Crores as against Rs. 567.89 Crores during the previous year, showing an increase of 16 %.

POWER PLANT

As part of manufacturing process, the Company is using coal to produce Sponge Iron and during the process, the hot waste gases are

being generated which were earlier being released in atmosphere after cooling down and passing through Electrostatic Precipitator for removal of dust particles.

During the third quarter of the year, in order to utilize the waste heat and convert it into productive energy, the Company has commissioned its 30 MW co-generation Waste Heat Recovery Based (WHRB) Power Plant, at Ghugus, Maharashtra. The project has received all statutory clearances. The project has also been registered under Carbon Development Mechanism (CDM) and expected to get CDM certification. The total income of the division was Rs.33.04 Crores during the year under review.

With the commissioning of the said plant, the Company will entail a reduction in power cost in the cost of production and may be in a position to produce and sell additional / surplus power to the Power Distribution Companies which may generate savings / earnings to the Company. The generation of the above revenue will entail the additional source of income for the company in addition to conducting manufacturing of Sponge Iron activities.

In respect of Iron ore mining activities, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations are expected to commence in due course.

CHANGE OF NAME / ALTERATION OF OBJECT CLAUSE

In view of the commencement of the power generation activities by the Company, it was proposed to alter the Main Object clause of the Company by addition of power generation Clause in the Memorandum of Association of the Company and to change the name of the Company from ‘‘Lloyds Metals and Engineers Limited to ‘Lloyds Metals and Energy Limited by obtaining members approval through Postal Ballot. Accordingly, the Postal Ballot process was conducted and Special Resolutions approving the above alterations with requisite majority were passed on 11th April,2011. The Registrar Of Companies, Maharashtra, Mumbai has approved the above changes and issued fresh certificate of Incorporation for change of name of the Company w.e.f. 25th April,2011.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plants. The Companys plants comply with all norms set up for clean & better environment by Competent Authorities.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, the Audited Accounts and the Reports of the Directors and Auditors of M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Mukesh Gupta and Shri B.B.Chadha, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditors Certificate on its compliance are annexed hereto and forms part of this Annual Report.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the next financial year 2011-2012.

Auditors observations in Clause No. 9 (b) in the Annexure to Audit Report (CARO Report) are self explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ‘A forming part of this report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide its Circular No. 23/ 2011 dated 03.05.2011.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers, Vendors and Members during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Mukesh R Gupta Chairman

Dated: 18th May,2011 Place: Mumbai

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Mar 31, 2010

The Directors present their 33rd Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31s! March, 2010.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

Current Year Previous Year 2009-10 2008-2009 Sales (Net) 56789.42 52347.23 Other Income 917.89 429.00 Total Income: 57707.31 52776.23 Profit before Interest, Depreciation, 4351.97 5338.00 Exceptional Items & Tax Less: Finance Charges 883.05 560.80 Depreciation 1680.05 1920.96 Profit / (Loss) before exceptional 1788.87 2856.24 items & taxes Profit/(Loss) before tax 1788.87 2856.24 Less . Tax Provision - 17.61 Profit/(Loss) after Tax 1788.87 2838.63 Add/(Less): Prior Period Income / (2.10) 5.45 (Expenses) Net Profit/(Loss) 1786.77 2844.08 Profit / (Loss) b/f from previous year (1726.39) (17742.32) Add : Balance Transferred from 60.38 (14898.24) Capital Reserve - 1247.04 Share Premium Account - 11909.81 Debenture Redemption Reserve - 15.00 Balance Carried Forward 60.38 (1726.39)

DIVIDEND

With a view to conserve the resources in long run, your Directors have not recommended any Dividend for the year ended 31s' March, 2010.

OPERATIONS & OVERALL PERFORMANCE

After being hit back by the economic slow down during the previous year, steel companies had recovered well registering remarkable growth during the year under review. The increase in the demand was mainly caused on the back of growth of various sectors such as automobile, construction, infrastructure and consumer durables. The domestic production of finished steel reported increase of about 4 % during the last year. The steel prices depressed during the first half of the year under review and picked up during the last quarter. Increase in demand and better price realizations had a good impact on the operating margins and profitability of the steel companies in the later half and trend is expected to continue during the current year as well.

During the year under review, the production of Sponge Iron was 168144 MT against 173000 MT in the previous year. The Total Income of the Company was Rs. 577.07 crores during the year as against Rs.527.76 crores in the previous year, showed an increase of 9 %. The Company has reported Net profit of Rs.17.87 crores during the year under review as against Rs. 28.44 crores in the previous year.With this, brought forward losses of Rs. 17.26 Crores has been wiped out. The figures of Total Income and Net Profit for the year under review are not comparable as previous year's figures includes 7 months operations of Steel Pipe & Tube Unit - since demerged.The reduction in the Net Profit is also attributed to increase in cost of raw materials, plant shut down during some part of the year. In order to utilize and harness the

Waste gases generated while producing Sponge Iron, the Company is setting up a 30 MW co-generation power plant at its Sponge Iron plant site which is under commissioning stage.

During the year 2004-05, the company floated a wholly owned subsidiary for the purpose of Iron ore mining activities. As per the order of Mines Tribunal, the revised letter issued by Government of Maharashtra (GoM) in favour of subsidiary has been set aside. Subsequently the original status has been restored by GoM and a lease has been granted in favour of the company. A case filed by a competitor before Delhi High Court in this matter has been dismissed. In the meanwhile, the company has received all statutory permissions and necessary sanctions from the concerned authorities to commence mining operations and the mining operations are expected to commence in due course.

ENVIRONMENT & SOCIAL OBLIGATION

The Company maintains the pollution free environment in and around its plant. The Companys' plant comply with all norms set up for clean & better environment by Competent Authorities.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is manufacturing and marketing Iron and Steel. The Management discussions and analysis is given hereunder :-

a) Industry structure and development: After facing severe beating in terms of price and demand of steel during the previous year, the steel industry has shown good signs of recovery during the current year led by increase in demand and capacity addition by domestic steel companies.

b) Opportunities and threats: The Steel industry has a very good growth potential in years to come with rising domestic as well as global consumption on back of growing demand by sectors like automotive, infrastructure and consumer durable sectors. The constant increase in prices on the back of hike in raw material cost may affect the steel industry.

c) Segment-wise performance: The Company is operating on only one broad segment, Iron and Steel and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The Steel Industry outlook in immediate future looks reasonably well due to stability in the domestic as well as global steel industry.

e) Risk and concerns: Steel Industry always runs risk of Industry cycle. The Company is continuously monitoring the supply management practices, Technological obsolescence, input prices, price sensitivity and demand volatility are an inherent business risks. The Company undertakes continuous development, training and modernization programme to keep its business efficient.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions. The Company has appointed an Internal Auditor who reports to the Managing Director and Audit Committee of the Board. The Internal Auditor conducts quarterly audits to ensure that the Company's control systems are adequately followed and all statutory requirements are complied with.

g) Discussion on financial performance with respect to operating performance : The operating performance of the Company has

been discussed in Directors Report under the head 'Financial Highlights' & 'Operations and Overall Performance' in the current year.

h) Human resources and industrial relations : During the year under review the Employee/ Industrial relations remained harmonious. Steps were taken continuously by the Company for training its employees in various disciplines. Number of employees as on 31st March, 2010 was 302.

i) Cautionary Statement : The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

SUBSIDIARIES & CONSOLIDATED FINANCIAL STATEMENTS

The Statement required Under Section 212 of the Companies Act, 1956, the Audited Accounts and the Reports of the Directors and Auditors of M/s. Gadchiroli Metals and Minerals Limited, wholly owned subsidiary is attached herewith. In accordance with the Accounting Standard AS -21, the Consolidated Financial Statements are attached herewith which forms part of the Annual Report and Accounts. During the year under review, M/s Lloyds Line Pipes Ltd ceased to be a Wholly owned Subsidiary of the company.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Rajesh Gupta and Shri Shantanu Mohapatra, Directors of your Company, retires by rotation and being eligible, offers themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31" March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. The directors Jiave taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance and the Auditor's Certificate on its compliance are annexed hereto and forms part of this Annual Report.

AUDITORS & AUDITORS' REPORT

The members are requested to appoint Auditors for the next financial year 2010-2011.

Auditors' observations in Clause Np. 9 (b) in the Annexure to Audit Report (CARO Report) are self explanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure 'A' forming part of this report.

PARTICULARS OF EMPLOYEES

A statement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B to the Directors Report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers, Vendors and Members during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board Dated : 24th May, 2010 Mukesh R Gupta Place : Mumbai Chairman