La Tim Metal & Industries Ltd Directors Report.
FOR THE FINANACIAL YEAR 2018-19
The Directors present with immense pleasure, the 43rd ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019.
During the year under review, performance of your company as under:-
(Amount in Lakhs)
|Current Year||Previous Year||Current Year|
|Income from operations and Other Income||170.93||234.21||34,730.56|
|Profit before Interest & Depreciation||52.98||(63.76)||379.76|
|Less:- Interest & Bank Charges||0.92||1.83||830.84|
|Profit/Loss before Tax & Exceptional Item||(62.01)||(76.36)||(443.34)|
|Profit/Loss before Tax||(62.01)||(76.36)||(443.34)|
|Less:- Provision for Taxation|
|a. Current Tax||0.00||0.00||0.00|
|b. Deferred Tax (Assets) / Liabilities||0.00||0.00||10.06|
|c. MAT credit entitlement||0.00||0.00||0.00|
|Add:- Surplus brought forward||(76.36)||0.00||0.00|
|Balance carried to Balance Sheet||(138.37)||(76.36)||(453.40)|
During the Financial Year under review, the Company has earned the Total income of Rs 170.93 lakhs as compared to Rs.234.21 lakhs in the previous year and the Net Loss after Tax is Rs.62.01 lakhs as against Net Loss of Rs.76.36 lakhs (including exceptional items) in the previous year.
During the Financial Year under review, the Company has earned the Total Loss of Rs.443.34 lakhs and the Net Loss after Tax is Rs. 453.40 lakhs.
The Company has incurred losses during the financial year, the management thought it prudent not to declare dividend on equity shares of the Company.
SHARE CAPITAL AND SHARES
The Paid up Capital of the Company has been increased during the year in the following manner:
1. Allotment of 1,066,875 Equity Shares pursuant to conversion of 1,066,875warrants as on 21st August, 2018.
2. Allotment of 23,88,055 Equity Shares for consideration other than cash as on 21st August, 2018.
3. Allotment of 2,49,000 Compulsory convertible preference shares as on 21st August, 2018
As a result, the paid-up capital of the Company has increased to Rs. 88,314,300 (Rupees Eight Crores Eighty Three Lakh Forteen Thousand Three Hundred only) consisting of 8,582,430 Equity Shares of Rs.10/- each and 249,000 Compulsory convertible preference Shares of Rs. 10 each. The Company has not bought back any of its securities and also has not issued any sweat equity shares and bonus shares during the year under review. The Company has not provided any Stock Option Scheme to the employees.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2018-19.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the business of the Company. DEPOSIT
Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and amendments, rules, notifications framed there under. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any Loans or guarantees or security in connection with Loans obtained by any person during the financial year.
Your Company has invested in acquiring 20,20,020 Equity Shares of La Tim Sourcing (India) Private Limited for cash consideration of Rs.28/- per share aggregating to Rs.5,65,60,560/- (Rupees Five Crores Sixty Five Lakhs Sixty Thousand Five Hundred and Sixty Only). Consequent to this investment, your Company has acquired 100% equity shares of La Tim Sourcing (India) Private Limited and it has thus become Wholly Owned subsidiary of your Company.
Details of all the investments made by the Company under Section 186 of the Companies Act, 2013 during the year are disclosed in the financial statement.
The Board of the directors of the Company has not proposed to transfer any amount to any reserves.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the company has established a Vigil Mechanism through the committee, the genuine concerns expressed by the directors and employees. The Whistle Blower Policy is disclosed on the website www.latimmetal.com.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return for the Financial Year 2018-19 pursuant to the provisions of Section 92 read with Rule 12 (1) of the Companies (Management and administration) Rules, in the Form MGT-9 is annexed herewith as Annexure- I to this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2019 the Company has only one subsidiary Company i.e. La Tim Sourcing (India) Private Limited.
Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure-II
Further, your Company does not have any Joint venture or Associate Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the SEBI (LODR), Regulations 2015 and the Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is annexed herewith as Annexure-III to this report.
A) Statutory Auditors and Auditors Report
In the 41st Annual General Meeting of the Company held on 27th September,2017, the appointment of M/s. Dhirubhai Shah & Doshi, Chartered Accountants (FRN: 102511W), were approved by the members of the Company as Statutory Auditors of the Company for a period of five (5) years, commencing from the conclusion of 41st Annual General Meeting until the conclusion of the 46th Annual General Meeting of the Company to be held in the year 2022, subject to the ratification by the members in every General meeting of the Company, Accordingly the required resolution of ratification of Appointment of M/s. Dhirubhai Shah & Doshi, Chartered Accountants (FRN: 102511W) as Statutory Auditors of the Company being provided in the Notice of AGM.
The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
B) Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013, and rules, amendments made there under, M/s. Kothari H. &Associates, Practicing Company Secretary was appointed to conduct the Secretarial Audit of your Company for the financial year 20182019. The Secretarial Auditors Report is annexed herewith as Annexure-IV to this Report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
C) Internal Auditors
M/s. JMK & Co., Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to indepth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.
There were no qualifications, reservations or any adverse remarks made by the Auditors in their report and also by Practicing Company Secretary in their Secretarial Audit Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the company has an optimum combination of Executive, Non- Executive, and Independent Directors who have an in-depth knowledge of business, in addition to the expertise in their areas of specialization. The Board of the Company comprises six directors that include one Independent Women Director. All the members of the Board are person with considerable experience and expertise in the industry.
None of the Directors on the Board is a member in more than (10) Committee and Chairman of more than (5) Committee) across all the companies in which he/she is a directors. The necessary disclosures regarding committee positions have been made by all the directors. The Composition and the category of directors on the board of the Company as at March 31, 2019 is as under:-
|Category||Name of the Director(s)|
|Managing Director||Mr. Rahul M. Timbadia|
|Executive Director||Mr. Kartik M. Timbadia|
|Non-Executive||Mr. Ramesh Khanna|
|Non-Executive and Independent Director||Mr. Ashok Kumar Deorah Mrs. Karuna Desai|
|*Mr. Balubhai B. Patel|
|*Mr. Mahesh Chander Nagpal|
*Mr. Balubhai B Patel has resigned w.e.f 1st April, 2019
* Mahesh Chandre Nagpal appointed as on 30th May,2019.
A) NUMBER OF BOARD MEETINGS
The board meets at least once in each quarter, inter-alia to review the quarterly results and other matters. In addition board also meets whenever necessary. The Board periodically reviews compliance reports of all laws applicable to the Company. The desirable steps are taken by the directors of the Company to rectify instances of non- compliances, if any.
During the year seven Board meetings were held on 30th May, 2018, 2nd July, 2018, 18th July, 2018,14 August, 2018, 21st August, 2018, 29th October, 2018 and 11th February, 2019. The intervening gap between the Meetings was as prescribed under the Companies Act, 2013.
B) DIRECTORS ATTENDANCE RECORD & DIRECTORSHIP
|Name of Directors||Category of Directors||No. of Board Meetings held||No. of meetings Attended||Whether attended AGM or not||No. of Directorship in other Companies||No. of Chairmanship and /or membership in mandatory committees|
|Mr. Rahul M. Timbadia||Managing Director||7||7||No||3||0|
|Mr. Kartik M. Timbadia||Director||7||7||No||3||0|
|Mr. Ramesh Khanna||Non-Executive Director||7||6||Yes||7||2|
|Mr. Ashok Kumar Deorah||Independent Director||7||6||Yes||4||1 Chairmanship 3 Membership|
|Mrs. Karuna Desai||Independent Director||7||6||No||0||2 Chairmanship 3 Membership|
|Mr. Balubhai B. Patel||Independent Director||7||2||Yes||0||0|
C) BRIEF PROFILE OF BOARD OF DIRECTORS
Mr. Kartik Timbadia
Mr. Kartik Timbadia, aged 67 years, is a Commerce graduate. He has started his career as a Steel supplier, Stockiest & Import of Steel from 1971 to 1995. He uses to look after the Import of Steel as well as purchase of Agricultural land for the farm house development. In 1997, he commenced hospitality business by way of setting up SajResorts- A fine hospitality hotel in Mahabaleshwar and Malshej Ghat, one of the preferred Resorts in that area as on today. At present he is also holding directorship in following companies:
i) La Tim Life Style & Resorts Ltd
ii) Saj Hotels Private Limited
iii) La Tim Sourcing (India) Private Limited
Mr. Rahul Timbadia
Mr. Rahul Timbadia, aged 69 years, is a Science Graduate from Jai Hind College. He is also diploma holder in "Entomology" through BNHS. He is a Chairman of La-Tim Life Style and Resorts Limited. It is only because of his unparalleled commitment to work and the Company - La-Tim Life Style and Resorts Limited has become a name to reckon with in the Real Estate Industry. He is active in Rotary and has reached to the highest post in the district. He was district Governor of the district 3140 when Rotary completed its 100 years.
On account of his active association as a director of Bombay Iron Merchant association for 10 years he has developed deep insights and knowledge in this Industry. He plans to make use of this knowledge acquired and use the same in developing La Tim Metals & Industries to similar heights in the same manner he has grown the other companies in which he has played pivotal roles.
At present he is also holding directorship in following companies:
i) La-Tim Life Style and Resorts Limited
ii) La Tim Sourcing (India) Private Limited
iii) Sanctuary Design and Development Private Limited
And Designated Partner in La Proviso Infra Developers LLP
Mr. Ashok Kumar Deorah
Mr. Ashok Kumar Deorah, aged 67 years, is a consultant. He is on the Board as an Independent Director.
Currently, he is holding the position of directorship in the following companies:-
i) Sinodeen (India) Private Limited
ii) Space in Style Private Limited
iii) Chaupaati Bazaar Private Limited
iv) Oil Tech India Market Makers Private Limited
Mrs. Karuna Desai
Mrs. Karuna Desai, aged 55 years is an Arts Graduate from Mumbai University. She is working with Airline Industry and has total experience of over Thirty years in this Industry. She is married to Mr. Mehul Desai, who is a Chartered Accountant. She is on board as an Independent Women Director.
Mr. Ramesh Khanna
Mr. Ramesh Khanna aged 77 years. He is a Chartered Accountant by qualification. He is the Non - Executive Director of the Company. Currently he holds the position of Directorship in following Companies:-
i) Film Waves Combine Private Limited
ii) Jalaram Hotels Private Limited.
iii) Pankhudi Chemicals Private Limited
iv) Shalga Impex Private Limited
v) Sand Rock Properties Private Limited
vi) Sand Rock Developers Private Limited
vii) Mahad Eco Agrotech Private Limited
Mr. Balubhai Patel
Mr. Balubhai Bhagvanbhai Patel, aged 64 years is a Chartered Accountant by profession and has more than 25 years of experience in various public limited listed companies engaged in manufacturing of ice cream, SS pipe & tubes, bulk drugs, plastics & irrigation systems, textiles and pharma sectors. He is appointed on Board as an Independent Director.
Mr. Mahesh Chandre Nagpal
Mr. Mahesh Chandra Nagpal , aged 69 years, is a Businessman and has more than 30 years of experience in this sector. He is appointed on the Board as an Independent Director.
(D) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Ramesh Khanna, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible offer himself for re-appointment. Your Directors recommend his re-appointment
E) Declaration by an Independent Director(s) and reappointment, if any
The Company has received necessary declarations from each independent director of the company under section 149 (7) of the Companies Act, 2013, that the independent directors of the company meet the criteria of their independence laid down 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. In the opinion of the Board, the Independent Directors of the company possess appropriate balance of skills, experience and knowledge as required.
F) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and if any, applicable regulation of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees on the basis of the policy which is approved by Board of Directors of the Company. Based on the principle laid out in the said Policy, Nomination & Remuneration Committee has evaluated the performance of every director.
The Independent directors of the company in their meeting had evaluated the performance of the Chairman, Non Independent directors, and of the board. The board has also evaluated the performance of Independent Directors. The directors expressed their satisfaction with evaluation process. During the Financial Year, the company had Independent directors meeting on 7th July, 2019
The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report
A) AUDIT COMMITTEE
The Audit Committee comprises of three Non- Executive Directors viz. Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Ramesh Khanna as members. Mr. Ashok Kumar Deorah is the Chairman of the Committee. All the members of the Audit Committee possess good knowledge of corporate and project finance, accounts and Company law. The composition of the Audit Committee meets with the requirement of section 177 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Meetings and Attendance of the Audit Committee:-
An attendance detail of each member at Audit Committee meetings held during the year on 30th May, 2018, 14th August, 2018, 29 October, 2018 and 11th February, 2019.
|Name of the Committee Members||
No. of Meetings
|Mr. Ashok Kumar Deorah||4||1|
|Mrs. Karuna Desai||4||3|
|Mr. Ramesh Khanna||4||4|
B) NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three Non- Executive Directors as members viz. Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Ramesh Khanna. Mrs. Karuna Desai is the chairperson of the Committee.
The Policy adopted by the Companys Nomination and Remuneration Committee on Selection of Directors and Senior Management Personnel and on their Remuneration is annexed herewith as Annexure - V to this report and also available on the website of the Company www.latimmetal.com.
Meetings and Attendance of the Nomination and Remuneration Committee:-
An attendance detail of each member at Nomination and Remuneration Committee meetings held during the year on 30th May, 2018
|Name of the Committee Members||
No. of Meetings
|Mr. Ashok Kumar Deorah||1||1|
|Mrs. Karuna Desai||1||1|
|Mr. Ramesh Khanna||1||1|
Remuneration Paid to Executive Directors and sitting fees paid to non-executive /Independent Director
No remuneration and/or sitting fees were paid to any Director of the Company
C) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Rahul Timbadia as members and Mrs. Karuna Desai is the chairperson of the Committee.
Meetings and Attendance of the Stakeholders Relationship Committee:-
An attendance detail of each member at Stakeholders Relationship Committee meeting held during the year on 24th May, 2017, 7th August, 2017, 14th December, 2017 and 14th February, 2018.
|Name of the Committee Members||
No. of Meetings
|Mrs. Karuna Desai||4||2|
|Mr. Ashok Kumar Deorah||4||2|
|Mr. Rahul Timbadia||4||4|
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, for the financial year 2018-19 in accordance with clause (m) of Sub -Section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - VI to this report.
PARTICULARS OF EMPLOYEES
The Directors of the Company are not paid any kind of remunerations and since only three persons are employed with the Company during the year under review. The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be furnished.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:-
a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31st March, 2019 and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not mandatory to the Company.
In view of the above, Company has not provided report on corporate governance and auditors certificate thereon for the year ended March 31, 2019. However, whenever the provision will becomes applicable to the company at a later date, the company shall comply with the requirements of the same within six months from the date on which the provisions became applicable to the company.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company has not developed and implemented any Corporate Social Responsibility initiatives or any policy under section 135 of the Companies Act, 2013 as the said provisions are not applicable to the Company.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE where the Companys shares are listed.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company is not carrying any fund which is required to be transfer to Investor Education and Protection Fund.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.
INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and hereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.
During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Sustainability has been deeply embedded into the Companys business and has become an integral part of its decision making process while considering social, economic and environmental dimensions
The element of risk threatening the Companys existence is very minimal. The details of Risk Management as practiced by the Company are provided as Part of Management Discussion and Analysis report, which is part of this Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The policy on related party transaction is available on the website of the Company at here mentioned link: www.latimmetal.com.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2018-19, the Company has received nil complaints on sexual harassment.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.
There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2019) and the date of Report
All the policies are available on the website of the Company i.e. www.latimmetal.com.
Your Directors wish to place on record their thanks and gratitude to the Companys bankers, Institutions, Business associates, Consultants and other clients and Customers, SEBI, Exchanges and various other Government and Non- Government Authorities for their support, co-operation, guidance and assistance .The Board also express their sincere appreciation to the valued shareholders for their support and confidence reposed on your Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.
|For And on Behalf of the Board of Directors|
|LA TIM METAL & INDUSTRIES LIMITED|
|Date: 14/08/2019||Managing Director|
|Place: Mumbai||(DIN: 00691457)|