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La Tim Metal & Industries Ltd.

BSE: 505693 Sector: Engineering
NSE: N.A. ISIN Code: INE501N01012
BSE 00:00 | 31 Jul 32.50 0






NSE 05:30 | 01 Jan La Tim Metal & Industries Ltd
OPEN 32.50
52-Week high 42.15
52-Week low 24.50
Mkt Cap.(Rs cr) 29
Buy Price 33.90
Buy Qty 1.00
Sell Price 32.50
Sell Qty 89.00
OPEN 32.50
CLOSE 32.50
52-Week high 42.15
52-Week low 24.50
Mkt Cap.(Rs cr) 29
Buy Price 33.90
Buy Qty 1.00
Sell Price 32.50
Sell Qty 89.00

La Tim Metal & Industries Ltd. (LATIMMETALI) - Director Report

Company director report



The Members

The Directors present with immense pleasure the 43rd ANNUAL REPORT on thebusiness and operations along with the Audited Financial Statements of the Company for theFinancial 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
2018-19 2017-18 2018-19
Income from operations and Other Income 170.93 234.21 34730.56
Profit before Interest & Depreciation 52.98 (63.76) 379.76
Less:- Interest & Bank Charges 0.92 1.83 830.84
Less:- Depreciation 8.11 10.77 422.02
Profit/Loss before Tax & Exceptional Item (62.01) (76.36) (443.34)
Exceptional Items 0 0.00 0.00
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
Net Profit/Loss (62.01) (76.36) (453.40)
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 Rs170.93 lakhs as compared to Rs.234.21 lakhs in the previous year and the Net Loss afterTax 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 ofRs.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 itprudent not to declare dividend on equity shares of the Company.


The Paid up Capital of the Company has been increased during the year in the followingmanner:

1. Allotment of 1066875 Equity Shares pursuant to conversion of 1066875warrants ason 21st August 2018.

2. Allotment of 2388055 Equity Shares for consideration other than cash as on 21stAugust 2018.

3. Allotment of 249000 Compulsory convertible preference shares as on 21stAugust 2018

As a result the paid-up capital of the Company has increased to Rs. 88314300 (RupeesEight Crores Eighty Three Lakh Forteen Thousand Three Hundred only) consisting of8582430 Equity Shares of Rs.10/- each and 249000 Compulsory convertible preferenceShares of Rs. 10 each. The Company has not bought back any of its securities and also hasnot issued any sweat equity shares and bonus shares during the year under review. TheCompany 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 bytrustees for the benefit of employees during the financial year 2018-19.


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 ofChapter V of the Companies Act 2013 and amendments rules notifications framed thereunder. As such no amount of Principal or Interest is outstanding as on the Balance Sheetdate.


Your Company has not given any Loans or guarantees or security in connection with Loansobtained by any person during the financial year.

Your Company has invested in acquiring 2020020 Equity Shares of La Tim Sourcing(India) Private Limited for cash consideration of Rs.28/- per share aggregating toRs.56560560/- (Rupees Five Crores Sixty Five Lakhs Sixty Thousand Five Hundred andSixty Only). Consequent to this investment your Company has acquired 100% equity sharesof La Tim Sourcing (India) Private Limited and it has thus become Wholly Owned subsidiaryof your Company.

Details of all the investments made by the Company under Section 186 of the CompaniesAct 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 toany reserves.


In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013the company has established a Vigil Mechanism through the committee the genuine concernsexpressed by the directors and employees. The Whistle Blower Policy is disclosed on thewebsite


The extract of Annual Return for the Financial Year 2018-19 pursuant to the provisionsof 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.


As on 31st March 2019 the Company has only one subsidiary Company i.e. LaTim 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) ofsection 129 read with rule 5 of Companies (Accounts) Rules 2014 has been given underAnnexure-II

Further your Company does not have any Joint venture or Associate Company.


As required under Regulation 34 of the SEBI (LODR) Regulations 2015 and the ListingAgreements with the Stock Exchanges the Management Discussion and Analysis Report isannexed 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 September2017the 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 aperiod of five (5) years commencing from the conclusion of 41st Annual GeneralMeeting until the conclusion of the 46th Annual General Meeting of the Companyto be held in the year 2022 subject to the ratification by the members in every Generalmeeting of the Company Accordingly the required resolution of ratification of Appointmentof M/s. Dhirubhai Shah & Doshi Chartered Accountants (FRN: 102511W) as StatutoryAuditors of the Company being provided in the Notice of AGM.


The notes on Financial Statements referred to in the Auditors Report areself-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 thereunder M/s. Kothari H. &Associates Practicing Company Secretary was appointed toconduct the Secretarial Audit of your Company for the financial year 20182019. TheSecretarial Auditors Report is annexed herewith as Annexure-IV to this Report. The saidreport does not contain any adverse observation or qualification requiring explanation orcomments 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 Auditorsof the Company. Audit Committee of the Board provides direction and monitors theeffectiveness of the Internal Auditor process. Scope of internal audit extends to indepthaudit of accounting and finance revenue and receivables purchases capital expenditurestatutory compliances HR payroll and administration etc. The Internal Auditors report tothe 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 takesnecessary actions to close the gaps identified in timely manner.

There were no qualifications reservations or any adverse remarks made by the Auditorsin their report and also by Practicing Company Secretary in their Secretarial AuditReport.


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 inaddition to the expertise in their areas of specialization. The Board of the Companycomprises six directors that include one Independent Women Director. All the members ofthe 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 Chairmanof more than (5) Committee) across all the companies in which he/she is a directors. Thenecessary 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 312019 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 May2019.


The board meets at least once in each quarter inter-alia to review the quarterlyresults and other matters. In addition board also meets whenever necessary. The Boardperiodically reviews compliance reports of all laws applicable to the Company. Thedesirable 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 2ndJuly 2018 18th July 201814 August 2018 21st August 2018 29thOctober 2018 and 11th February 2019. The intervening gap between the Meetingswas as prescribed under the Companies Act 2013.


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


• Mr. Kartik Timbadia

Mr. Kartik Timbadia aged 67 years is a Commerce graduate. He has started his careeras a Steel supplier Stockiest & Import of Steel from 1971 to 1995. He uses to lookafter the Import of Steel as well as purchase of Agricultural land for the farm housedevelopment. In 1997 he commenced hospitality business by way of setting up SajResorts- Afine hospitality hotel in Mahabaleshwar and Malshej Ghat one of the preferred Resorts inthat 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 isalso diploma holder in "Entomology" through BNHS. He is a Chairman of La-TimLife Style and Resorts Limited. It is only because of his unparalleled commitment to workand the Company - La-Tim Life Style and Resorts Limited has become a name to reckon within the Real Estate Industry. He is active in Rotary and has reached to the highest post inthe district. He was district Governor of the district 3140 when Rotary completed its 100years.

On account of his active association as a director of Bombay Iron Merchant associationfor 10 years he has developed deep insights and knowledge in this Industry. He plans tomake 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 whichhe 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 anIndependent 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 isworking with Airline Industry and has total experience of over Thirty years in thisIndustry. She is married to Mr. Mehul Desai who is a Chartered Accountant. She is onboard as an Independent Women Director.

• Mr. Ramesh Khanna

Mr. Ramesh Khanna aged 77 years. He is a Chartered Accountant by qualification. He isthe Non - Executive Director of the Company. Currently he holds the position ofDirectorship 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 professionand has more than 25 years of experience in various public limited listed companiesengaged in manufacturing of ice cream SS pipe & tubes bulk drugs plastics &irrigation systems textiles and pharma sectors. He is appointed on Board as anIndependent Director.

• Mr. Mahesh Chandre Nagpal

Mr. Mahesh Chandra Nagpal aged 69 years is a Businessman and has more than 30 yearsof 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 theMemorandum and Articles of Association of the Company Mr. Ramesh Khanna Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer 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 thecompany under section 149 (7) of the Companies Act 2013 that the independent directorsof the company meet the criteria of their independence laid down in section 149 (6) of theAct and there has been no change in the circumstances which may affect their status asIndependent Director during the year. In the opinion of the Board the IndependentDirectors of the company possess appropriate balance of skills experience and knowledgeas required.

F) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and if any applicable regulationof SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually 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 Directorsof 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 performanceof the Chairman Non Independent directors and of the board. The board has also evaluatedthe performance of Independent Directors. The directors expressed their satisfaction withevaluation 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) ofSEBI (LODR) certifying that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority is forming part ofthe Annual Report



The Audit Committee comprises of three Non- Executive Directors viz. Mr. Ashok KumarDeorah Mrs. Karuna Desai and Mr. Ramesh Khanna as members. Mr. Ashok Kumar Deorah is theChairman of the Committee. All the members of the Audit Committee possess good knowledgeof corporate and project finance accounts and Company law. The composition of the AuditCommittee meets with the requirement of section 177 of the Companies Act 2013 and theSEBI (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 theyear on 30th May 2018 14th August 2018 29 October 2018 and 11thFebruary 2019.

Name of the Committee Members

No. of Meetings

Held Attended
Mr. Ashok Kumar Deorah 4 1
Mrs. Karuna Desai 4 3
Mr. Ramesh Khanna 4 4


The Nomination and Remuneration Committee comprises of three Non- Executive Directorsas 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 Company's Nomination and Remuneration Committee on Selectionof Directors and Senior Management Personnel and on their Remuneration is annexed herewithas Annexure - V to this report and also available on the website of the

Meetings and Attendance of the Nomination and Remuneration Committee:-

• An attendance detail of each member at Nomination and Remuneration Committeemeetings held during the year on 30th May 2018

Name of the Committee Members

No. of Meetings

Held Attended
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


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 ofthe Committee.

Meetings and Attendance of the Stakeholders' Relationship Committee:-

• An attendance detail of each member at Stakeholders' Relationship Committeemeeting held during the year on 24th May 2017 7th August 2017 14thDecember 2017 and 14th February 2018.

Name of the Committee Members

No. of Meetings

Held Attended
Mrs. Karuna Desai 4 2
Mr. Ashok Kumar Deorah 4 2
Mr. Rahul Timbadia 4 4


The particulars relating to the conservation of energy technology absorption foreignexchange 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.


The Directors of the Company are not paid any kind of remunerations and since onlythree persons are employed with the Company during the year under review. The informationrequired under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be furnished.


In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:-

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at 31st March 2019 and of theprofit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively


Pursuant to the Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Compliance related to the Corporate Governance is notmandatory to the Company.

In view of the above Company has not provided report on corporate governance andauditor's certificate thereon for the year ended March 31 2019. However whenever theprovision will becomes applicable to the company at a later date the company shall complywith the requirements of the same within six months from the date on which the provisionsbecame applicable to the company.


The Company has not developed and implemented any Corporate Social Responsibilityinitiatives or any policy under section 135 of the Companies Act 2013 as the saidprovisions are not applicable to the Company.


The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE where the Company's shares are listed.


The Company is not carrying any fund which is required to be transfer to InvestorEducation and Protection Fund.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperations were observed.


The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independence. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and herebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.


The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations.

During the year such controls were tested and no reportable material weakness in thedesign or operations were observed. The Company has policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.


Sustainability has been deeply embedded into the Company's business and has become anintegral part of its decision making process while considering social economic andenvironmental dimensions


The element of risk threatening the Company's existence is very minimal. The details ofRisk Management as practiced by the Company are provided as Part of Management Discussionand Analysis report which is part of this Report.


All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company. The policy on related partytransaction is available on the website of the Company at here mentioned


The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2018-19 the Company has received nil complaints on sexual harassment.


The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.


Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 Tribunalswhich impact the going concern status and Company's operation in future.

There were no material changes and commitments affecting the financial position of theCompany 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.


Your Directors wish to place on record their thanks and gratitude to the Company'sbankers Institutions Business associates Consultants and other clients and CustomersSEBI Exchanges and various other Government and Non- Government Authorities for theirsupport co-operation guidance and assistance .The Board also express their sincereappreciation to the valued shareholders for their support and confidence reposed on yourCompany. The Board of Directors takes this opportunity to express their appreciation ofthe sincere efforts put in by the staff and executives at all the levels and hopes thatthey would continue their dedicated efforts in the future also.

For And on Behalf of the Board of Directors
Rahul Timbadia
Date: 14/08/2019 Managing Director
Place: Mumbai (DIN: 00691457)