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Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Loyal Equipments Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 17^h (Seventeenth) Annual Report on the business operations and financial performance of Loyal Equipments Limited (âthe Companyâ) together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year ended March 31, 2024 is summarized as below:

( Amnnnt in T

Particulars	Current Year (2023-24)	Previous Year (2022-23)
Revenue from operations	7081.99	4929.29
Other income (net)	33.14	34.08
Total Income	7115.13	4963.37
Less:
Operating & Administrative expenses	5825.58	4000.78
Profit Before Depreciation Interest & Tax	1289.55	962.59
Less:
Depreciation and amortization expense	206.02	201.86
Finance costs	133.09	136.34
Profit before exceptional item and tax	950.44	624.38
Exceptional item	-	-
Profit before tax (PBT)	950.44	624.38
Tax expense	241.69	27.60
Profit after tax for the year (PAT)	708.74	596.79
Other Comprehensive Income (Net of Tax)	(2.45)	1.03
Total Comprehensive Income	706.30	597.81

2. OPERATION & REVIEW:

Revenue from the operations of your Company for the year 2023-24 was Rs. 7081.99 Lakhs which is 43.67% higher than Rs. 4929.29 Lakhs in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 1289.55 Lakhs against the profit of Rs.962.59 Lakhs in the previous year. Total Comprehensive Income after tax for the current year at Rs 706.30 Lakhs against the profit of Rs 597.81 Lakhs in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are adequate and are monitored at regular intervals.

4. DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2023-24.

5. SHARE CAPITAL

a. ) Authorized Capital As on March 31, 2024, The Authorised share capital of the Company was Rs. 1500 Lacs consisting of

150 Lacs equity shares of Rs. 10 each.

b. ) Issued/Subscribed/Paid up Capita: The Issued, subscribed and Paid-up Share Capital of the Company is Rs. 1020 Lacs

consisting of 1,02 equity shares of Rs. 10/- each.

During the financial year 2023-24, there was no change in the capital structure of the Company.

Pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder, the Board of Directors of the company has approved the issue and allot upto 6,00,000 (Six Lacs Only) Equity Shares having a face value of Re. 10/- (Rupee Ten Only) at an issue price of Rs. 211/- (Rupees Two Hundred and Eleven Only) per Equity Share [including premium of Rs. 201/- (Rupees Two Hundred and One Only) per Equity Share], aggregating to Rs. 12,66,00,000 /- (Rupees Twelve Crore and Sixty-Six Lakhs Only) (âConsiderationâ) by way of preferential allotment to the Promoter/Promoter and Non-Promoter Investor, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (âICDR Regulationsâ) subject to approval of shareholders in the ensuing Annual General Meeting of the Company.

Further during the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

8. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

9. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

10. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companyâs approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

11. QUALITY INITIATIVES:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. The manufacturing operation of the Company is SMERA MSE 2, U-Stamp and U2- Stamp certified by the independent originations.

12. INFORMATION ABOUT HOLDING / SUBSIDIARIES / ASSOCIATE COMPANY

The Company doesnât have any Holding, Subsidiary and Associate Company as on March 31, 2024.

13. MATERIAL CHANGES AND COMMITMENTS

There is no material change 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 relates and the date of the report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The members of the Companyâs Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business.

The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of six Directors, consisting of three Independent Directors and two Executive Directors including one Whole Time Director (Women Director) & one Managing Director as on March 31, 2024 who brings in a wide range of skills and experience to the Board.

The composition of Board and KMPsâ of the Company as on March 31, 2024 is as under:

Name of the Director/KMP	Designation	DIN
Mr. Alkesh Rameshchandra Patel	Chairman cum Managing Director	02672297
Mrs. Jyotsanaben Rameshchandra Patel	Whole Time Director	01307770
Ms. Helena Alkeshkumar Patel	Whole-Time Director	09296895
Mr. Babubhai Patel	Non-Executive Independent Director	00116495
Mr. Girish Nathubhai Desai	Non-Executive Independent Director	02824731
Mr. Kalpesh Lalitchandra Joshi	Non-Executive Independent Director	07210197

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company Ms. Helena Alkeshkumar Patel is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re- appointment.

The designation of Ms. Helena Alkeshkumar Patel (DIN : 09296895) has changed from Non-Executive Director to Whole-Time Director with a liability to retire by rotation in the previous Annual General Meeting of the Company held on Friday, September 29, 2023.

Except as above no change in any Key Managerial Personnel of the Company during the year. Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

15. NUMBER OF MEETINGS OF THE BOARD

India, and provisions of Listing Regulations. The details of the meetings of the Board of the Company held and attended by the Directors during the financial year are given in the Corporate Governance Report which forms part of this Annual Report

16. BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

17. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other senior management has been disclosed in the corporate governance report, which forms part of this report.

18. AUDIT COMMITTEE

During the year under review, the Company constituted the Audit Committee and the primary objective is to monitor and supervise the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. As of the date of this report, the audit committee is comprised of Mr. Babubhai Patel (Chairman), Mr. Alkesh Rameshchandra Patel (Member) and Mr. Kalpesh Lalitchandra Joshi (Member). The meetings of Audit committee are detailed in Corporate Governance Report annexed with this Report.

19. STAKEHOLDERâS RELATIONSHIP COMMITTEE

Stakeholder''s Relationship Committee has been constituted by the Board in accordance with Section 178 of the Companies Act, 2013. The details regarding composition, terms of references, powers, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in Corporate Governance Report which forms part of the Annual Report. The meetings of Stakeholder''s Relationship Committee are detailed in Corporate Governance Report annexed with this Report.

20. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. The meetings of Nomination and Remuneration Committee are detailed in Corporate Governance Report annexed with this Report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As required under Section 135 of the Companies Act, 2013, the Company had spent Rs.1,70,000/- (Rupees One Lakh Seventy Thousand only) on food distribution i.e., Mid Day meal as CSR expenditure for the financial year ended 2023-24. The Corporate Social Responsibility Committee (the âCSR Committeeâ) has been constituted by the Board in accordance with section 135 of Companies Act, 2013. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

22. STATUTORY AUDITORS

The incumbent Statutory Auditors, M/s A Y & Company, Chartered Accountants, were appointed by the members of the Company as the Statutory Auditors for the period of five years from the conclusion of the Annual General Meeting held on 10 August 2019

till the conclusion of Annual General Meeting of the Company to be held in FY 2023-24. As required by the provisions of the Companies Act, 2013, M/s A Y and Company, Chartered Accountants, Jaipur (Registration no. 020829C), recommended by the Audit Committee & Board of Directors to be re-appointed as the Statutory Auditors of the Company for a second term of five (5) consecutive years in ensuing Annual General Meeting to hold office from the conclusion of the17th Annual General Meeting till the conclusion of the 22^nd Annual General Meeting to be held in the FY 2028-29.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vivek Sharma, Partner of M/s MSV & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditorâs Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as âAnnexure-Inâ.

24. INTERNAL AUDITORS

Your Company has appointed J.M Patel & Bros, Chartered Accountant as Internal Auditor. During the year the company continued to implement their suggestion and recommendations to improve the control environment. Their scope of work includes review of process for safeguarding of assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditorâs findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

25. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnât fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in the Financial Statements of the Company.

27. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companyâs website at https://www.loyalequipments.com

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company formulated an Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2024.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2023-24, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil

29. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC-2 as Annexure-II to this report and in the section on Related Party Transactions in Corporate Governance Report.

30. ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on website of the Company and can be viewed at http://www.loyalequipments.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boardâs report.

31. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies and relationships with our stakeholders. Our board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in Corporate Governance. Also endeavour to enhance long term shareholder value and respect minority rights in all our business decisions. The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

32. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employeeâs particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.

33. DEPOSITS FROM PUBLIC

During the financial year ended March 31, 2024, the Company has not accepted deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

34. DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as âAnnexme - Iâ.

36. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in boards report.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâ future operations

38. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2024 to the date of signing of the Boards Report.

39. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

40. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the www.loyalequipments.com

41. âTHTNK GREEN, GO GREENâ INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of âGreen Initiativeâ of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the âTHINK GREEN, GO GREENâ initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

42. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5)(e) of the Act read with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014. The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices. Your Company has in place adequate Internal Financial Controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

43. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee (âNRCâ) has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

44. CAUTIONARY NOTE

Statements in this Boardâs Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include raw material availability and its prices, cyclical demand and pricing in the Companyâs principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

45. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period Company has not accepted loan/borrowing from its Director.

46. OTHER DISCLOSURES

The Board 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:

a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

d) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

e) During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

f) There was no revision of financial statements and Boardâs Report of the Company during the year under review.

g) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

h) Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.

47. ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

We place on record our appreciation of the contribution made by employees at all levels.

For and on behalf of the Board Loyal Equipments Limited

Sd/- Sd/-

Jyotsanaben Rameshchandra Patel Alkesh Rameshchandra Patel

Whole Time Director Chairman & Managing Director

DIN - 01307770 DIN -02672297

Date: August 20, 2024

Place: Dahegam, Gandhinagar.

Mar 31, 2023

The Directors have pleasure in presenting the 16^th (Sixteenth) Annual Report on the business operations and financial performance of Loyal Equipments Limited (âthe Companyâ) together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year ended March 31, 2023 is summarized as below:

(Amount in Lakhs)
Particulars	Current Year (2022-23)	Previous Year (2021-22)
Revenue from operations	4929.29	3225.76
Other income (net)	34.08	10.88
Total Income	4963.37	3236.64
Less:
Operating & Administrative expenses	4000.78	3412.29
Profit Before Depreciation Interest & Tax	962.59	(175.65)
Less:
Depreciation and amortization expense	201.86	197.35
Finance costs	136.34	158.65
Profit before exceptional item and tax	624.38	(531.65)
Exceptional item
Profit before tax (PBT)	624.38	(531.65)
Tax expense	27.60	(19.30)
Profit after tax for the year (PAT)	596.79	(512.35)
Other Comprehensive Income (Net of Tax)	(1.03)	(2.43)
Total Comprehensive Income	597.81	(509.92)

2. OPERATION & REVIEW:

Standalone Revenue from the operations of your Company for the year 2022-23 was Rs.4929.29 Lakhs which is 52.81% lower than Rs. 3225.76 Lakhs in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 962.59 Lakhs against loss of Rs.175.65 Lakhs in the previous year. Total Comprehensive Income after tax for the current year at Rs.597.81 Lakhs against loss of Rs 509.92 Lakhs in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are adequate and are monitored at regular intervals.

4. DIVIDEND

5. SHARE CAPITAL

a. ) Authorized Capital: As on March 31, 2023, The Authorised share capital of the Company was Rs. 1500 Lacs

consisting of 150 Lacs equity shares of Rs. 10 each.

b. ) Issued/Subscribed/Paid up Capital: The Issued, subscribed and Paid-up Share Capital of the Company is Rs.

1020 Lacs consisting of 1,02,00,000 equity shares of Rs. 10/- each.

During the financial year 2022-23, there was no change in the capital structure of the Company.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

8. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

9. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

10. HUMAN RESOURCE DEVELOPMENT

11. QUALITY INITIATIVES:

12. INFORMATION ABOUT HOLDING / SUBSIDIARIES / ASSOCIATE COMPANY

The Company doesnât have any Holding, Subsidiary and Associate Company as on March 31, 2023.

During the year under review, Loyal Equipments Inc was ceased from the wholly owned subsidiary of the Company with the approval of shareholders in the Annual General Meeting held on 30 September, 2022, has approved the divestment of entire investment of the Company in Loyal Equipments Inc, hence there is no subsidiary company of the Company as on March 31, 2023.

13. MATERIAL CHANGES AND COMMITMENTS

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of six Directors, consisting of three Independent Directors and two Executive Directors including one Whole Time Director (Women Director) & one Managing Director as on March 31, 2023 who brings in a wide range of skills and experience to the Board.

The composition of Board and KMPsâ of the Company as on March 31, 2023 is as under:

Name of the Director/KMP	Designation	DIN
Mr. Alkesh Rameshchandra Patel	Chairman cum Managing Director	02672297
Mrs. Jyotsanaben Rameshchandra Patel	Whole Time Director	01307770
Ms. Helena Alkeshkumar Patel	Non-Executive Director	09296895
Mr. Babubhai Patel	Non-Executive Independent Director	00116495
Mr. Girish Nathubhai Desai	Non-Executive Independent Director	02824731
Mr. Kalpesh Lalitchandra Joshi	Non-Executive Independent Director	07210197

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company Mrs. Jyotsanaben Rameshchandra Patel is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re- appointment.

Key Managerial Personnel

During the period under review, there was appointment of Ms. Neha Jangid as Company Secretary and Compliance officer of the Company in the board meeting 16^th April, 2022 due to resignation of Ms. Akanksha Aswani from the post of Company Secretary and Compliance officer w.e.f 15^th April,2022.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

15. NUMBER OF MEETINGS OF THE BOARD

06 (Six) meetings of the board were held during the year. The intervening gap between the said meetings were in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards Issued by the Institute of Company Secretaries of India and provisions of Listing Regulations. The details of the meetings of the Board of the Company held and attended by the Directors during the financial year are given in the Corporate Governance Report which forms part of this Annual Report

16. BOARD EVALUATION

17. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

18. AUDIT COMMITTEE

19. STAKEHOLDERâS RELATIONSHIP COMMITTEE

Report which forms part of the Annual Report. The meetings of Stakeholder''s Relationship Committee are detailed in Corporate Governance Report annexed with this Report.

20. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted by the Board in accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the committee are Independent Directors. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. The meeting of Audit committee is detailed in Corporate Governance Report annexed with this Report.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provision of section 135 of the Companies Act, 2013 are applicable to your company based on the net profit for the year ended March 31, 2023. The Corporate Social Responsibility Committee (the âCSR Committeeâ) has been constituted by the Board in accordance with section 135 of Companies Act, 2013. The details regarding composition, terms of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report.

The Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year 2022-23 by Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure-I to this report.

22. STATUTORY AUDITORS

M/s A Y and Company, Chartered Accountants, Jaipur (Registration no. 020829C) are Statutory Auditor of the Company for a period of five years i.e. from the conclusion of the 12^th Annual General Meeting till the conclusion of 17^th Annual General Meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee.

23. SECRETARIAL AUDITORS

24. INTERNAL AUDITORS

25. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnât fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in the Financial Statements of the Company.

27. VIGIL MECHANISM /WHISTLE BLOWER POLICY

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2022-23, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil

29. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC-2 as Annexure-III to this report and in the section on Related Party Transactions in Corporate Governance Report.

30. ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available on website of the Company and can be viewed at http://www.loyalequipments.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boardâs report.

31. CORPORATE GOVERNANCE

32. PARTICULARS OF EMPLOYEES

33. DEPOSITS FROM PUBLIC

During the financial year ended March 31, 2023, the Company has not accepted deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 and the Rules framed there under and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

34. DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as âAnnexure - IIâ.

36. REPORTING OF FRAUDS

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companyâ future operations

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2023 to the date of signing of the Boards Report.

39. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

40. PREVENTION OF INSIDER TRADING

41. âTHINK GREEN. GO GREENâ INITIATIVE

42. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

43. CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

44. CAUTIONARY NOTE

45. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period Company has not accepted loan/borrowing from its Director.

46. OTHER DISCLOSURES

The Board 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:

a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

e) During the year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

f) There was no revision of financial statements and Boardâs Report of the Company during the year under review.

47. ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

Mar 31, 2018

BOARDâS REPORT

To The Shareholders,

The Directors have pleasure in presenting the 11^th (Eleventh) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year ended March 31, 2018 is summarized as below:

(Amount in â000)

Particulars	Current Year 2017-18	Previous Year 2016-17
Revenue from operations	213335.11	193041.46
Other income (net)	2091.56	1798.35
Total Income	215426.67	194839.81
Less:
Operating & Administrative expenses	173012.01	149480.66
Profit Before Depreciation Interest & Tax	42414.66	45359.15
Less:
Depreciation and amortization expense	11234.26	9766.26
Finance costs	3441.11	3050.97
Profit before exceptional item and tax	27739.29	32541.92
Exceptional item	-	-
Profit before tax (PBT)	27739.29	32541.92
Tax expense	7830.29	10707.09
Profit after tax for the year (PAT)	19909.01	21834.83
EPS (Rs.)	2.34	3.21

2. OPERATION & REVIEW:

Revenue from the operations of your Company for the year 2017-18 was Rs. 21,33,35,110/-, 10.51% higher than Rs. 19,30,41,463/- in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 4,24,14,660/- against Rs. 4,53,59,150/- in the previous year. Profit after Tax for the current year at Rs.

1,99,09,010 was decreased by 8.81% over Rs. 2,18,34,830/- in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are adequate and are monitored at regular intervals.

4. DIVIDEND

5. SHARE CAPITAL

As on March 31, 2017, The Authorised share capital of the Company was Rs. 800 Lacs consisting of 80 Lacs equity shares of Rs. 10 each and during the financial year 2017-18, the Authorised Capital of the Company was increased from 800 Lacs to 1500 Lacs as approved by the shareholders of the Company in its 10^th Annual General Meeting held on August 29, 2017

During the financial year 2017-18, the shareholders of the company in the 10^th AGM, also approved the proposal for issue of Bonus Shares in the ratio 1:2 (i.e. One new equity share of Rs. 10 each for every Two existing equity share of Rs. 10 each) Subsequently, 34,00,000 bonus shares were issued & allotted on September 29, 2017. Consequent to issue of Bonus shares, the Issued and Paid up Share Capital of the Company was increased from Rs. 680 Lacs consisting of 68,00,000 equity shares of Rs. 10/- each to Rs. 1020.00 Lacs consisting of 1,02,00,000 equity shares of Rs. 10/- each.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

8. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

9. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

10. HUMAN RESOURCE DEVELOPMENT

11. QUALITY INITIATIVES:

The Company is committed to the highest level of quality and continuous improvement programme are organized at all the level. The manufacturing operation of the Company is ISO 9001:2008, U-Stamp and U2- Stamp certified by the independent originations.

12. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary companies hence Your Company is not required to present the consolidated financial statement as per the requirement of the provision of Section 136 of the Companies Act, 2013.

13. MATERIAL CHANGES AND COMMITMENTS

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rameshchandra Nathalal Patel, Chairman & Whole Time Director is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re- appointment.

A Statement on declaration given by Independent Directors under section 149 sub-section (6) is given by Independent Director of the Company

There was no change in any Key Managerial Personnel of the Company during the year.

15. NUMBER OF MEETINGS OF THE BOARD

Ten (10) meetings of the board were held during the year. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

16. BOARD EVALUATION

17. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

18. AUDIT COMMITTEE

During the year under review, the Company constituted the Audit Committee and the primary objective is to monitor and supervise the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. As of the date of this report, the audit committee is comprised of Mr. Babubhai Patel (Chairman), Mr. Rameshchandra Nathalal Patel (Member) and Mr. Kalpesh Lalitchandra Joshi (Member).

19. STATUTORY AUDITORS

J. M. Patel & Bros., Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 30^th September, 2014 had approved the appointment of J. M. Patel & Bros. as the Statutory Auditors for a period of five years from the conclusion of the Annual General Meeting held on 30^th September, 2014 till the conclusion of Annual General Meeting of the Company to be held in calendar year 2019. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM. The auditorsâ report does not contain any qualifications, reservations or adverse remarks.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vivek Sharma, Proprietor of M/s Sharma Vivek & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditorâs Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as âAnnexure-IVâ.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year 2017-18, the Company has not received any complaints of sexual harassment.

24. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC-2 as Annexure-III to this report and in the section on Related Party Transactions in Corporate Governance Report.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules there to be annexed to this report as âAnnexure - IIâ.

26. PARTICULARS OF EMPLOYEES

27. DEPOSITS FROM PUBLIC

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed thereunder.

28. DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the company for the year ended on that date;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which specifies the requirement of forming the Corporate Social Responsibility Committee.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as âAnnexure - Iâ.

31. âTHINK GREEN, GO GREENâ INITIATIVE

32. ACKNOWLEDGEMENT

For and on behalf of the Board

Loyal Equipments Limited

Date: June 27, 2018

Place: Dahegam, Gandhinagar.

Sd/-

Alkesh Rameshchandra Patel

Managing Director

DIN - 02672297

Mar 31, 2016

To The Members,

The directors submit Ninth annual report of Loyal Equipments Limited (the âCompanyâ or âLoyalâ) along with the audited financial statements for the financial year (FY) ended March 31, 2016.

1. FINANCIAL RESULTS:

The Companyâs financial performance for the year ended March 31, 2016is summarized as below:

_Amount in Rs.

Particulars	Current Year 2015-16	Previous Year 2014-15
Revenue from operations	111,308,750/-	148,568,490/-
Other income (net)	1,215,510/-	152,710/-
Total Income	112,524,260/-	148,721,200/-
Less:
Operating & Administrative expenses	90,702,250/-	109,896,600/-
Profit Before Depreciation Interest & Tax	21,822,010/-	38,824,600/-
Less:
Depreciation and amortization expense	10,105,230/-	10,294,840/-
Finance costs	3,269,330/-	3,419,360/-
Profit before exceptional item and tax	8,447,450/-	25,110,400/-
Exceptional item	-	-
Profit before tax (PBT)	8,447,450/-	25,110,400/-
Tax expense	3,193,370/-	8,746,320/-
Profit after tax for the year (PAT)	5,254,080/-	16,364,080/-
Balance brought forward from previous year	33,630,250/-
Amount available for appropriation	38,884,330/-	19,860,570/-
Appropriations
Proposed dividend on equity shares (excluding tax)	3,400,000/-	3,000,000/-
Tax on dividends	692,160/-	509,850/-
General reserve	14,048,990/-	3,614,810/-
Statutory reserve	-	-
Balance carried to balance sheet	27,314,770/-	33,630,250/-

2. OPERATION & REVIEW:

Revenue from the operations of your Company for the year was Rs. 111,308,750/-, 25.08% lower than Rs. 148,568,490/- in the previous year. Profit before Depreciation Interest & Tax was Rs. 21,822,010/- against Rs. 38,824,600/- in the previous year. Profit after Tax for the year at Rs. 5,254,080/- was lower by 67.89% over Rs. 16,364,080/- in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company at regular intervals monitors the financial, operational, legal risk to the Company through procedures like audit, inspections etc. There is no risk, which in the opinion of the Board may threaten the existence of the Company. The internal financial controls are adequate and are monitored at regular intervals.

4. ISSUE OF EQUITY SHARES

The Company allotted 18,00,000 Equity shares of Rs. 10/- each at a premium of Rs. 8/- per share through Initial Public Offer (IPO) on SME Platform of BSE Limited on 14^th July, 2015. The Company got listed on BSE SME Platform with effective from July 16, 2016.

5. USE OF PROCEEDS

The proceeds from the Issue of the Company vide prospectus dated 28th June, 2016 have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

6. DIVIDEND

Based on the Companyâs performance, the directors are pleased to recommend for approval of the members a final dividend of Rs. 0.50 per equity share (5% on the Equity Shares of Rs. 10/- each) on 6,800,000 Equity Shares of Rs 10/- each for the year ended2015-16. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs4,092,160/-including dividend tax.

7. TRANSFER TO RESERVES

The Company has transferred Rs. 14,048,990/- to the Capital Reserve during the year and transferred Rs. 1,877,400/- for the Gratuity provision during the year.

8. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

9. HUMAN RESOURCE DEVELOPMENT

During the year under review various employee centric policies were implemented by the Company for improving employee skills and enhancing employee productivity. The relations with the employees were cordially during the year under review.

10. QUALITY INITIATIVES:

11. SUBSIDIARY COMPANIES:

12. DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for the year ended on that date;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Companies Act, 2013, Mr. Babubhai Patel and Mr. Girish Desai were appointed as independent directors at the annual general meeting of the Company held on 11^th June, 2015. Mr. kalpesh Joshi was appointment as an independent director of the Company at the Extra Ordinary General Meeting held on 13^th June, 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. RameshchandraNathalalPatel retires by rotation and being eligible has offered himself for reappointment.

Pursuant to the provisions of section 203 of the Act, during the year under review the Company has appointed Mr. AlkeshRameshchandra Patel as Managing Director, Mr. Amit Patel as Chief Financial Officer and Ms. KomalMotiani as Company Secretary as the key managerial personnel of the Company. There has been no change in the key managerial personnel since their appointment.

14. NUMBER OF MEETINGS OF THE BOARD

Seventeen meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. BOARD EVALUATION

16. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

17. AUDIT COMMITTEE

During the year under review, the Company constituted the Audit Committee and the primary objective is to monitor and supervise the financial reporting, to ensure accurate and timely disclosures, transparency, integrity and quality of financial reporting. As of the date of this report, the audit committee is comprised of Mr.Babubhai Patel (Chairman),Mr.RameshchandraNathalal Patel (Member) and Mr.Kalpesh Joshi (Member).

18. AUDITORS

J. M. Patel & Bros., Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing GM and are eligible for re-appointment. Members of the Company at the AGM held on 30^th September, 2014 had approved the appointment of J. M. Patel & Bros. as the Statutory Auditors for period of five years from the conclusion of the Annual General Meeting held on 30^th September, 2014 till the conclusion of Annual General Meeting of the Company to be held in calendar year 2018.As required by the provisions of the Companies Act, 2013,their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM. The auditorsâ report does not contain any qualifications, reservations or adverse remarks.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Amit K. Patel, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditorâs Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as âAnnexure-IVâ.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. TRANSACTIONS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC-2 as Annexure-III to this report and in the section on Related Party Transactions in Corporate Governance Report.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report as âAnnexure - IIâ.

22. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.

23. DEPOSITS FROM PUBLIC

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as âAnnexure - Iâ.

25. ACKNOWLEDGEMENT

On behalf of the board of directors

Date:2^nd August, 2016

Place: Dahegam, Gandhinagar,

AlkeshRameshchandra Patel RameshchandraNathalal Patel

Managing Director Chairman& Whole-time

Director

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