LLOYDS ENGINEERING WORKS LIMITED — AGM Information 2020

Aug 7, 2020

Corporate Office : 16° Floor, Trade World, 'C' Wing, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai 400 013. Tel: 91-22-6291 8111, E-mail : infoengg@lloyds.in, website: www.lloydsengg.in, CIN : L28900MH1994PLC081235

PRRG/LSIL/ NSEL/2020/49 07.08.2020

The National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

Dear Sir/Madam,

Sub: Notice of the 26th Annual General Meeting of Lloyds Steels Industries Limited

Ref: Symbol: LSIL

Pursuant to Regulation 30 read with paragraph A of Part A of Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, attached herewith is the Notice of the 26 Annual General Meeting of the Company for the Financial Year 2019-20 to be convened through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular Nos.14/2020 dated 8th April, 2020, 17/2020, dated 13th April, 2020 and 20/2020 dated 5th May, 2020.

with MCA General Circular Nos.14/2020 dated 8th April, 2020,		17/2020, dated
April, 2020 and 20/2020 dated 5th May, 2020.
schedule of the Annual General Meeting (AGM) is set out below: The Event	Date	Time
Cut-off Date to Vote on AGM Resolutions	01.09.2020	N.A
AGM Book Closure -	02.09.2020 to N.A
	08.09.2020
Commencement of E-voting	04.09.2020	09.00 A.M. IST
End of E-voting	07.09.2020	05.00 P.M. IST
Annual General Meeting	08.09.2020	11.30 A.M. IST
We request you to kindly take a note of the same on your records. i Thanking You, Yours faithfully, " PERSIE For Lloyds Ste a \, Oo / Ashok Managing Director

NOTICE

NOTICE is hereby given that the Twenty Sixth Annual General Meeting of the Members of the Lloyds Steels Industries Limited will be held on Tuesday, 8" September, 2020 at 11.30 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAV), to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the year ended 31% March, 2020, consisting Profit & Loss Account for the year ended 31% March, 2020 and Balance Sheet as on 31% March, 2020 alongwith the reports of the Board of Directors and Auditors thereon.
• To appoint a Director in place of Mr. Ashok Tandon (DIN: 00028301), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Ratification of Remuneration of Cost Auditor.

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof, for the time being in force] and pursuant to the recommendation of the Audit Committee, the remuneration payable to M/s. Manisha & Associates, Cost Accountants, Nagpur (Firm Registration No. 000321), appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31% March, 2021, amounting to Rs.35,000/- (Rupees Thirty Five Thousand only) plus Goods and Service Tax and reimbursement of out of pocket expenses be ratified.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary proper or expedient to give effect to this Resolution".

To appoint Mr. Ananthsubramanian Lakshman as an Independent Director of the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149,150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time and the Companies (Appointment and Qualification of Directors) Rules 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification(s)

ANNUAL REPORT 2019-20

or re-enactment(s) thereof, for the time being in force), Mr. Ananthsubramanian Lakshman (DIN: 08648489), who was appointed as an Additional Non-Executive Independent Director by the Board of Directors with effect from 24" January, 2020 and who holds office till the date of current Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received notice in writing under section 160 of the Companies Act, 2013 from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company."

RESOLVED FURTHER THAT pursuant to the provisions of section 149, 152 and other applicable provisions, if any, of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act, as amended from time to time and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of Mr. Ananthsubramanian Lakshman (DIN:08648489) who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from 24" January, 2020 to 23% January, 2025, be and is hereby approved.

By Order of the Board For Lloyds Steels Industries Limited

Date: 19" June, 2020 Place: Mumbai

Sd/- P.R. Ravi Ganesan Company Secretary

NOTES:

• 1. The Annual General Meetig (AGM) will be held on Tuesday, 8" September, 2020 at 11.30 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No.14/2020 dated 8" April, 2020, 17/2020 dated 13" April, 2020 and 20/2020 dated 5™ May, 2020.

• In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated 5" May, 2020 read with circulars dated 8" April, 2020 and 13 April, 2020 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting. Body Corporates whose Authorized Representatives are intending to attend the Meeting through VC/OAVM are requested to send to the Company on the email ID prraviganesan @lloyds.in, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting and through E-voting.
• Those Shareholders whose email IDs are not registered can get their Email ID registered as follows:
• «= Members holding shares in demat form can get their E-mail ID registered by contacting their respective Depository Participant.
• » Members holding shares in the physical form can get their E-mail ID registered by contacting our Registrar and Share Transfer Agent "Bigshare Services Private Limited" on their email ID investor @ bigshareonline.com or by sending the duly filled in E-communication registration form enclosed with this Notice to our RTA on their email id investor @ bigshareonline.com
• Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act 2013.
• The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Instructions and other information for members for attending the AGM through VC/OAVM are given in this Notice under Note No. 22.
• As the Annual General Meeting of the Company is held through Video Conferencing/OAVM, we therefore request the Members to submit questions if any atleast 10 days in advance relating to the business specified in this Notice of AGM on the E-mail ID prraviganesan @lloyds.in
• An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members

holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the Registrar and Share Transfer Agent.

• 1. Members who wish to inspect the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 and relevant documents referred to in this Notice of AGM and explanatory statement on the date of AGM in Electronic Mode can send an e-mail to prraviganesan @lloyds.in
• 1. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 21.
• 1. Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI (LODR) Regulations, 2015 the Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 2™ September, 2020 to Tuesday, 8'" September, 2020 (both days inclusive).
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. The Annual Report alongwith the Notice of AGM will be placed on the Company's website on www.lloydsengg.in
• 1. Members desiring any information as regards to Accounts or any other matter to be placed at the AGM, are requested to write 10 days in advance to the Company through email on prraviganesan@lloyds.in. The same will be replied by the Company suitably.
• 1. Members are requested to notify any changes, in their address to the Company's Registrar & Share Transfer Agent, M/s. Bigshare Services Pvt. Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri East, Mumbai — 400059.
• 1. Members are requested to quote their Folio No. or DP ID / Client ID, in case shares are in physical / dematerialized form, as the case may be, in all correspondence with the Company / Registrar and Share Transfer Agent.
• 1. Shareholder's of the Company holding shares either in physical form or in Dematerialized forms as on Benpos date i.e. 7" August, 2020 will receive Annual Report for the financial year 2019-20 through electronic mode only.
• 1. As per the MCA General Circular 20/2020 dated 5" May, 2020, the Annual Report will be sent through electronic mode to only those Members whose e-mail ID's are registered with the Registrar and Share Transfer Agent of the Company/Depository Participant.

21. Information and _ other instructions relating to e-voting are as under:

• a. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means. The members may cast their votes using an electronic voting system.('remote e-voting') or e-voting on the date of the AGM that will be provided by CDSL.
• The Company has engaged the services of Central Depository Services Limited ("CDSL") as the Agency to provide e-voting facility.
• The Board of Directors of the Company has appointed M/s. K.C. Nevatia & Associates, Practicing Company Secretaries (C.P.No.2348), as the Scrutinizer, to scrutinize the voting and remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for same purpose.
• Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member/ beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. 1st September, 2020.
• A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. 18 September, 2020 only shall be entitled to avail the facility of remote e-voting OR e-voting at the AGM.
• The Scrutinizer, after scrutinizing e-voting at the AGM and remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer's report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.lloydsengg.in. The results shall simultaneously be communicated to the Stock Exchange.
• Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e 8'" September, 2020.
• Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again.

The instructions for shareholders voting electronically are as under:

i. The voting period begins on 4'" September, 2020 at 9.00 a.m. and ends on 7" September, 2020 at 5.00 p.m. During this period, Shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 1st September, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.
• Click on "Shareholders" tab.
• Now Enter your User ID
• a. For CDSL: 16 digits beneficiary ID;
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID;
• Members holding shares in Physical Form should enter Folio Number registered with the Company.
• Next enter the Image Verification as displayed and Click on Login.
• Vi. If you are holding shares in Demat form and had logged on to www.evotingindia.ccom and voted on an earlier voting of any company, then your existing password is to be used. Physical Form
• vii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and PAN Enter your 10 digit alpha-numeric "PAN issued by Income Tax Department (Applicable for both demat shareholders as well as_ physical shareholders) ¢ Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. ¢ Incase the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RAQ0000001 in the PAN Field. DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. *« Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company please enter the Member ID / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• viii. After entering these details appropriately, click on "SUBMIT" tab.
• ix. Members holding shares in physical form will then directly reach the Company selection screen. However, Members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• x. | For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• xi. Click on the EVSN for "LLOYDS STEELS INDUSTRIES LIMITED" on which you choose to vote.
• xii. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• xiii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• xiv. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xvi. You can also take out print of the voting done by you by clicking on "Click here to print' option on the Voting page.
• Xvi. If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• xviii. Shareholders can also cast their vote using CDSL's Mobile App M-Voting available for Android based Mobiles. The M-Voting App can be downloaded from Google Play Store. Apple and Windows Phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the Mobile App while voting on your mobile.

xix. Note for Non-Individual Shareholders and Custodians.

• " Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• » A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to helpdesk.evoting @ cdslindia.com

• » After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• =» The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• » Ascanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• «Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority Letter etc., together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an e-mail to helodesk.evoting @ cdslindia. com or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services ((India) Limited (CDSL), A-Wing, 25" Floor, Marathon Futurex, Mafatlal Mill Compounds, N.M. Joshi Marg, Lower Parel, (East) Mumbai 400 013 or send an e-mail to helpdesk.evoting @ cdslindia.com OR call 1800225533

The Instructions for Members for e-Voting on the day of the AGM are as under:

• (i) The procedure for E-Voting is same as the instructions mentioned above for remote e-voting.
• (ii) Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through Remote E-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• (iii) Members who have voted through Remote E-Voting will be eligible to attend the AGM and participate there at. However, they will not be eligible to vote at the AGM. In case any Member, who had voted through Remote E-Voting, casts his vote again at the E-Voting provided during the AGM, then the Votes cast during the AGM through E-Voting shall be considered as invalid.
• (iv) Members are requested to follow the instructions, if any, provided during the currency of the AGM for E-Voting.
• The details of the person who may be contacted for any grievances connected with the facility for e-voting during the AGM shall be the same person mentioned for Remote e-voting.

Process for those shareholders whose e-mail addresses are not registered with the depositories for obtaining login credentials for E-voting for the Resolutions proposed in this Notice:

• (i) For Physical Shareholders:- Please provide necessary details like Folio No., Name of Shareholder, Scanned copy of the share certificate (front & back), PAN (selfattested scanned copy of PAN Card), AADHAR (selfattested scanned copy of Aadhar Card) by e-mail to our RTA Bigshare Services Private Limited on their e-mail ID investor @bigshareonline.com
• (ii) For Demat Shareholders:- Please provide Demat Account details (CDSL-16 digit beneficiary ID or NSDL -16 digit DPID + CLID), Name, Client Master or Copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN Card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to our RTA Bigshare Services Private Limited on their e-mail ID investor @bigshareonline.com
• (iii) The RTA shall co-ordinate with CDSL and provide the login credentials to the above-mentioned shareholders.

22. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• a) Members whose email IDs are already registered with the Depository Participant/ Registrar and Share Transfer Agent of the Company and who are desirous to attend the AGM through VC/OAVM can apply at infoengg @lloyds.in, prraviganesan@ lloyds.in requesting for participation in the AGM, by giving their name as registered in the records of the Company, DPID/Client ID or Folio Number and the Registered email ID.
• b) Members who are desirous of attending the AGM through VC/OAVM and whose email IDs are not registered with the RTA of the Company/DP, may get their email IDs registered as per the instructions provided in point No. 5 of this Notice.
• c) Members who are desirous of attending the AGM may send their request by 26" August, 2020. On successful registration with the company, the invitation to join the AGM will be sent to the Members on their registered email IDs latest by 6" September, 2020 This will be done on first come first served basis, limited to 1000 members only. Due to security reason the invitation link to participate in the AGM will be shared on the registered email id of the member only after successful registration with the Company.
• d) Members may attend the AGM, by following the invitation link sent to their registered email ID. Members will be able to locate Meeting ID/ Password/ and JOIN MEETING tab. By Clicking on JOIN MEETING they will be redirected to Meeting Room via browser or by running Temporary

ANNUAL REPORT 2019-20

Application. In order to join the Meeting, follow the step and provide the required details (mentioned above — Meeting ID/Password/Email Address) and Join the Meeting. Members are encouraged to join the Meeting through Laptops for better experience.

• e) Incase of Android/I phone connection, Participants will be required to download and Install the appropriate application as given in the mail to them. Application may be downloaded from Google Play Store/ App Store.
• f) Further Members will be required to allow Camera and use Internet audio settings as and when asked while setting up the meeting on Mobile App.
• g) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• h) The helpline number for joining the Meeting through Electronic Mode will be provided in the Meeting Invitation which will be sent to the eligible applicants.
• i) Institutional Shareholders are encouraged to participate at the AGM through VC/OAVM and vote there at.
• 1. Any person, who acquires shares of the Company and become member of the Company after sending the Notice of AGM through electronic mode and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at helpdesk.evoting @ cdslindia.com.
• 1. In line with the Ministry of Corporate Affairs General Circular No. 17/2020 dated 13 April, 2020, the Notice calling AGM has been uploaded on the website of the Company at www.lloyds.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange Limited at www.bseindia.com and www.connect2nse.com respectively and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.
• 1. Investor Grievance Redressal:- The Company has designated an e-mail ID prraviganesan@lloyds.in, infoengg @lloyds.in to enable investors to register their complaints, if any.
• 1. The details of Director's Appointment or Re-appointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India are as below:

Mr. Ananthsubramanian Lakshman, Independent Director a)

LLOYDS STEELS INDUSTRIES LIMITED
Mr. Ananthsubramanian Lakshman, Independent Director
DIN Date of Birth (Age)	08648489 19/06/1949
Age Date of first Appointment on Board	71 Yrs. 24" January, 2020
Qualifications	B.Sc (Science)
A Brief Resume of the Director & Nature of his Expertise in Specific Areas:	Mr. Ananthsubramanian Lakshman is an experienced Banking Professional, who had joined the Reserve Bank of India in 1970 and after serving 8 years at Reserve Bank of India (RBI), was deputed to Industrial Development Bank of India (IDBI) which was a subsidiary of the Reserve Bank of India.
	Shri. Ananthsubramanian Lakshman during his 29 years meritorious service with RBI/IDBI has appraised more-than 100 medium sized and large projects in Steel, Cement, Textiles and Infrastructure and handled Merchant Banking Division as well as Investor Relations during his tenure at IDBI.
Directorships held in other Listed Entities.	NO
Memberships /Chairmanships of Committees of other Listed Entities (includes only Audit Committee and Stakeholders' Relationship Committee.)	NO
Number of shares held in the Company	__ Nil
Terms of Appointment Conditions and Mr. Ashok Tandon, Managing Director	Non-Executive Director — Independent Director, not liable to retire by rotation.
DIN	00028301
Date of Birth (Age) Age	13.10.1958 61 Yrs.
Date of first Appointment on Board	20.01.2016
Qualifications A Brief Resume of the Director & Nature	B.E (Mechanical) Mr. Ashok Tandon has done B.E. (Mechanical) from SGS Institute of Technology
of his Expertise in Specific Areas:	& Service. He is aged about 61 years and having 41 years of experience in Engineering field. He has unique exposure of diversified working with different organization such as Hindustan Petroleum Corporation Lid., Ispat Industries
	Limited and various other organizations in the past.
	Director of the Company. At present, Managing He was appointed as an 15 January 2014 subsequently and regularized Additional Director on as Director of the Company by the Members at their meeting held on 30" September, 2014. He is responsible for the overall affairs and the operation of
	the Company and designated as Managing Director since January 2016. He is responsible for day to day affairs of the Company.

	LLOYDS STEELS INDUSTRIES LIMITED
a)	Mr. Ananthsubramanian Lakshman, Independent Director
	DIN Date of Birth (Age)	08648489 19/06/1949
	Age	71 Yrs.
	Date of first Appointment on Board	24" January, 2020
	Qualifications A Brief Resume of the Director & Nature of his Expertise in Specific Areas:	B.Sc (Science) Mr. Ananthsubramanian Lakshman is an experienced Banking Professional, who had joined the Reserve Bank of India in 1970 and after serving 8 years at Reserve Bank of India (RBI), was deputed to Industrial Development Bank of India (IDBI) which was a subsidiary of the Reserve Bank of India.
		Shri. Ananthsubramanian Lakshman during his 29 years meritorious service with RBI/IDBI has appraised more-than 100 medium sized and large projects in Steel, Cement, Textiles and Infrastructure and handled Merchant Banking Division as well as Investor Relations during his tenure at IDBI.
	Directorships held in other Listed Entities. Memberships /Chairmanships of Committees of other Listed Entities (includes only Audit Committee and Stakeholders' Relationship Committee.)	NO NO
	Number of shares held in the Company	__ Nil
	Terms of Appointment Conditions and Mr. Ashok Tandon, Managing Director	Non-Executive Director — Independent Director, not liable to retire by rotation.
	DIN	00028301
	Date of Birth (Age)	13.10.1958
	Age	61 Yrs.
	Date of first Appointment on Board Qualifications A Brief Resume of the Director & Nature of his Expertise in Specific Areas:	20.01.2016 B.E (Mechanical) Mr. Ashok Tandon has done B.E. (Mechanical) from SGS Institute of Technology & Service. He is aged about 61 years and having 41 years of experience in
		Engineering field. He has unique exposure of diversified working with different organization such as Hindustan Petroleum Corporation Lid., Ispat Industries Limited and various other organizations in the past. Director of the Company. At present, Managing He was appointed as an
		15 January 2014 subsequently Additional and regularized Director on as Director of the Company by the Members at their meeting held on 30" September, 2014. He is responsible for the overall affairs and the operation of the Company and designated as Managing Director since January 2016. He is responsible for day to day affairs of the Company.
	Directorships held in other Listed Entities.	NO
	Memberships/Chairmanships of Committees of other Listed Entities (includes only Audit Committee and Stakeholders' Relationship Committee.)	NO
	Number of shares held in the Company Terms and Conditions of Appointment.	__ Nil The terms and conditions of appointment including the remuneration and allowances/ perquisites will remain unchanged as approved by the members 25" AGM dated 19.08.2019. in the
	Note: For other details such as number of Board the Corporate Governance Report.	Meetings during the year, remuneration drawn and relationship attended with other Directors and Key Managerial Personnel in respect of the above Director - please refer to the Board's Report and
27.		Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. By Order of the Board For Lloyds Steels Industries Limited
	Date: 19" June 2020	Sd/- P.R. Ravi Ganesan
	Place: Mumbai	Company Secretary

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("the Act")

Annexed to the Notice convening the Twenty Sixth Annual General Meeting scheduled to be held on Tuesday, 8'" September, 2020.

The following Statement sets out all material facts relating to the Ordinary and Special Business mentioned in the accompanying Notice:

Item No. 3

The Board of Directors, at its Meeting held on 19" June, 2020, upon the recommendation of the Audit Committee, approved the appointment of M/s. Manisha & Associates, Cost Accountants as Cost Auditors of the Company for the financial year ending on 31* March, 2021, to conduct audit of cost accounting records of the Company as may be required for cost audit under the Companies Act, 2013, and Rules made thereunder, at a remuneration of Rs. 35,000 (Rupees Thirty Five Thousand only) (plus Goods and Services Tax and reimbursement of out of pocket expenses, if any).

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration proposed to be paid to the Cost Auditor is required to be ratified by the shareholders of the Company.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 3 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year ending 31% March, 2021.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 3 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval of the Members.

Item No. 4:

The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, vide its Resolutions dated 24" January, 2020 appointed Mr. Ananthsubramanian Lakshman (DIN: 0864848900 as an Additional Non-Executive Independent Director of the Company with effect from 24" January, 2020, who holds office upto the date of this AGM.

Mr. Ananthsubramanian Lakshman has given declaration to the Board of Directors of the Company that he meets the criteria of independence as required under section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with consent to act as Director of the Company. In the opinion of the Board of Directors, he fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Director of the Company and is independent of the management.

The aforementioned Director is not disqualified from being appointed as Director in terms of section 164 of the Companies Act, 2013.

In terms of section 160 of the Companies Act, 2013, the Company has received notice in writing from a member proposing the candidature of Mr. Ananthsubramanian Lakshman to be appointed as an Independent Director of the Company as per the relevant provisions of the Companies Act, 2013. Further, as per the proviso to Sec. 160 which is made effective February 09, 2018 the requirements of deposit of amount shall not apply in case of appointment of Independent Director. Since Mr. Ananthsubramanian Lakshman is an Independent Director of the Company, there is no requirement of submission of requisite deposit.

A copy of the draft letter for appointment of Mr. Ananthsubramanian Lakshman setting out the terms and conditions of appointment and other relevant documents shall be available for inspection as per the instructions provided in the Note No.11 of this Notice.

Mr. Ananthsubramanian Lakshman, B.Sc (Science) Graduate, aged 71 years is an experienced Banking Professional, who had joined the Reserve Bank of India in 1970 and after serving 8 years at Reserve Bank of India (RBI), was deputed to Industrial Development Bank of India (IDBI) which was a subsidiary of the Reserve Bank of India.

Mr. Ananthsubramanian Lakshman during his 29 years meritorious service with RBI/IDBI has appraised more-than 100 medium sized and large projects in Steel, Cement, Textiles and Infrastructure and handled Merchant Banking Division as well as Investor Relations during his tenure at IDBI.

Mr. Ananthsubramanian Lakshman, after voluntary retirement from IDBI in 2007 as General Manager, worked in UK as Consultant for 3 years.

Mr. Ananthsubramanian Lakshman being an experienced professional will be valuable to our Company's Board.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is annexed hereto and forms part of this Notice of Annual General Meeting

The Board of Directors recommends the passing of the ordinary resolution as set out in Item No. 4 of the Notice for your approval.

Except Mr. Ananthsubramanian Lakshman being appointee, and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested financially or otherwise, in the resolution.

By Order of the Board For Lloyds Steels Industries Limited

Date: 19" June, 2020 Place: Mumbai

Sd/- P.R. Ravi Ganesan Company Secretary

E-COMMUNICATION REGISTRATION FORM

(Only for members holding shares in physical form)

UNIT — LLOYDS STEELS INDUSTRIES LIMITED

Sub: Registration of E-mail ID for serving of Notices / Annual Reports through Electronic Mode by Company

	LLOYDS STEELS INDUSTRIES LIMITED
	E-COMMUNICATION REGISTRATION FORM (Only for members holding shares in physical form)
Date:
To, Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai 400059.
	UNIT — LLOYDS STEELS INDUSTRIES LIMITED
Dear Sir,
Electronic Mode to be sent by the Company.	Sub: Registration of E-mail ID for serving of Notices / Annual Reports through Electronic Mode by Company We hereby register our E-mail ID for the purpose of receiving the Notices, Annual Reports and other documents / information in
Folio No.
E-mail ID
Name of the First/
Sole Shareholder
Signature
	Note:- Shareholder(s) are requested to notify the Company as and when there is any change in the e-mail address